Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 23, 2022 | Jun. 30, 2021 | |
Document Information Line Items | |||
Entity Registrant Name | MITESCO, INC. | ||
Trading Symbol | N/A | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 216,495,173 | ||
Entity Public Float | $ 38,875,313 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0000802257 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 000-53601 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 87-0496850 | ||
Entity Address, Address Line One | 1660 Highway 100 South, Suite 432 | ||
Entity Address, City or Town | Saint Louis Park | ||
Entity Address, State or Province | MN | ||
Entity Address, Postal Zip Code | 55116 | ||
City Area Code | (844) | ||
Local Phone Number | 383-8689 | ||
Security Exchange Name | NONE | ||
Title of 12(g) Security | Common Stock, $0.01 Par Value | ||
Entity Interactive Data Current | Yes | ||
Auditor Firm ID | 587 | ||
Auditor Name | RBSM LLP | ||
Auditor Location | Henderson, NV |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 1,164,483 | $ 64,789 |
Accounts receivable | 44,313 | 0 |
Inventory | 25,314 | 0 |
Prepaid expenses | 72,985 | 0 |
Total current assets | 1,307,095 | 64,789 |
Right to use operating leases, net | 3,886,866 | 310,361 |
Construction in progress | 1,984,701 | 417,082 |
Fixed assets, net of accumulated depreciation of $183,988 and $19,590 | 3,476,164 | 6,282 |
Total Assets | 10,654,826 | 798,514 |
Current liabilities | ||
Accounts payable and accrued liabilities | 3,976,064 | 1,069,331 |
Accrued interest | 7,657 | 137,522 |
Derivative liabilities | 0 | 807,682 |
Lease liability - operating leases, current | 161,838 | 8,905 |
Notes Payable, net of discount | 588,432 | 0 |
Convertible notes payable, net of discount of $0 and $317,405 | 0 | 317,405 |
Convertible note payable, in default | 0 | 122,166 |
SBA Loan Payable | 460,406 | 460,406 |
Other current liabilities | 169,422 | 95,256 |
Preferred stock dividends payable | 195,169 | 9,967 |
Total current liabilities | 5,558,988 | 3,028,640 |
Lease Liability- operating leases, non-current | 3,972,964 | 312,099 |
Total Liabilities | 9,531,952 | 3,340,739 |
Commitments and contingencies | ||
Stockholders' equity (deficit) | ||
Common stock subscribed | 132,163 | 0 |
Common stock, $0.01 par value, 500,000,000 shares authorized, 213,333,170 and 155,381,183 shares issued and outstanding as of December 31, 2021 and 2020, respectively | 2,133,332 | 1,553,812 |
Additional paid-in capital | 24,295,063 | 10,340,821 |
Accumulated deficit | (25,478,332) | (14,437,168) |
Total stockholders' equity (deficit) | 1,122,874 | (2,542,225) |
Total liabilities and stockholders' equity (deficit) | 10,654,826 | 798,514 |
Series A Preferred Stock [Member] | ||
Stockholders' equity (deficit) | ||
Preferred stock, Value | 0 | 48 |
Series C Preferred Stock [Member] | ||
Stockholders' equity (deficit) | ||
Preferred stock, Value | 9,406 | 0 |
Series D Preferred Stock [Member] | ||
Stockholders' equity (deficit) | ||
Preferred stock, Value | 31,000 | 0 |
Series X Preferred Stock [Member] | ||
Stockholders' equity (deficit) | ||
Preferred stock, Value | $ 242 | $ 262 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Fixed assets, accumulated depreciation (in Dollars) | $ 183,988 | $ 19,590 |
Convertible notes payable, discount (in Dollars) | $ 150,000 | $ 756,795 |
Common stock, par value (in Dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 213,333,170 | 155,381,183 |
Common stock, shares outstanding | 213,333,170 | 155,381,183 |
Convertible Debt [Member] | ||
Convertible notes payable, discount (in Dollars) | $ 0 | $ 317,405 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value (in Dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares issued | 0 | 4,800 |
Preferred stock, shares outstanding | 0 | 4,800 |
Series C Preferred Stock [Member] | ||
Preferred stock, par value (in Dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares issued | 940,644 | 0 |
Preferred stock, shares outstanding | 940,644 | 0 |
Series D Preferred Stock [Member] | ||
Preferred stock, par value (in Dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares issued | 3,100,000 | 0 |
Preferred stock, shares outstanding | 3,100,000 | 0 |
Series X Preferred Stock [Member] | ||
Preferred stock, par value (in Dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares issued | 24,227 | 26,227 |
Preferred stock, shares outstanding | 24,227 | 26,227 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
Revenue | $ 115,994 | $ 0 |
Cost of goods sold | 455,587 | 0 |
Gross loss | (339,593) | 0 |
Operating expenses: | ||
General and administrative | 6,058,996 | 2,533,569 |
Total operating expenses | 6,058,996 | 2,533,569 |
Net Operating Loss | (6,398,589) | (2,533,569) |
Other income (expense): | ||
Interest expense | (968,471) | (1,515,902) |
Loss on legal settlement | (70,000) | 0 |
Gain on settlement of accounts payable | 6,045 | 399,761 |
Gain on settlement of accrued salary | 0 | 6,988 |
Gain on settlement of notes payable | 1,836 | 35,236 |
Gain on settlement of warrants | 0 | 235,053 |
Grant Income | 0 | 3,000 |
(Loss) Gain on revaluation of derivative liabilities | (493,455) | 508,839 |
Total other expense | (1,524,045) | (327,025) |
Loss before provision for income taxes | (7,922,634) | (2,860,594) |
Provision for income taxes | 0 | 0 |
Net loss | (7,922,634) | (2,860,594) |
Preferred stock dividends | (185,202) | (75,535) |
Preferred stock deemed dividends | (3,118,530) | 0 |
Net loss available to common shareholders | $ (11,226,366) | $ (2,936,129) |
Net loss per share - basic and diluted (in Dollars per share) | $ (0.06) | $ (0.03) |
Weighted average shares outstanding - basic and diluted (in Shares) | 203,000,201 | 105,177,272 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) - USD ($) | Discount on Note Payable Due to Warrants [Member]Additional Paid-in Capital [Member] | Discount on Note Payable Due to Warrants [Member] | Convertible Debt [Member]Common Stock [Member] | Convertible Debt [Member]Additional Paid-in Capital [Member] | Convertible Debt [Member] | Series X Preferred Stock [Member]Preferred Stock [Member] | Series X Preferred Stock [Member] | 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 C Preferred Stock [Member]Preferred Stock [Member] | Series C Preferred Stock [Member]Common Stock [Member] | Series C Preferred Stock [Member]Additional Paid-in Capital [Member] | Series C Preferred Stock [Member]Retained Earnings [Member] | Series C Preferred Stock [Member] | Series D Preferred Stock [Member]Preferred Stock [Member] | Series D Preferred Stock [Member]Additional Paid-in Capital [Member] | Series D Preferred Stock [Member]Retained Earnings [Member] | Series D Preferred Stock [Member] | Stock Issued for Dividends Payable [Member]Common Stock [Member] | Stock Issued for Dividends Payable [Member]Additional Paid-in Capital [Member] | Stock Issued for Dividends Payable [Member] | Stock Subscribed [Member]Common Stock [Member] | Stock Subscribed [Member]Additional Paid-in Capital [Member] | Stock Subscribed [Member]Stock Subscribed [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Stock Subscribed [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2019 | $ 262 | $ 812,684 | $ 8,407,977 | $ 37,186 | $ (11,576,574) | $ (2,318,465) | ||||||||||||||||||||||||||
Balance (in Shares) at Dec. 31, 2019 | 26,227 | 81,268,443 | ||||||||||||||||||||||||||||||
Vesting of shares issued to employees | 67,623 | 67,623 | ||||||||||||||||||||||||||||||
Vesting of stock options issued to employees | 421,502 | 421,502 | ||||||||||||||||||||||||||||||
Stock issued for payable | $ 633,748 | $ 999,658 | $ 1,633,406 | $ 21,511 | $ 44,057 | $ 65,568 | $ 3,869 | 17,787 | 21,656 | |||||||||||||||||||||||
Stock issued for payable (in Shares) | 63,374,555 | 2,151,204 | 386,985 | |||||||||||||||||||||||||||||
Net loss for the period | (2,860,594) | (2,860,594) | ||||||||||||||||||||||||||||||
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 | ||||||||||||||||||||||||||||||
Preferred stock dividends, $3.62 per share (10% of stated value per year) | $ (65,568) | (75,535) | (75,535) | |||||||||||||||||||||||||||||
Settlement of derivative liabilities | $ 80,000 | 380,562 | $ 460,562 | |||||||||||||||||||||||||||||
Settlement of derivative liabilities (in Shares) | 7,999,996 | 2,151,204 | ||||||||||||||||||||||||||||||
Gain on settlement | (37,186) | $ (37,186) | ||||||||||||||||||||||||||||||
Balance at Dec. 31, 2020 | $ 262 | $ 48 | $ 1,553,812 | 10,340,821 | (14,437,168) | $ (2,542,225) | ||||||||||||||||||||||||||
Balance (in Shares) at Dec. 31, 2020 | 26,227 | 4,800 | 155,381,183 | 155,381,183 | ||||||||||||||||||||||||||||
Vesting of shares issued to employees | 13,032 | $ 13,032 | ||||||||||||||||||||||||||||||
Vesting of stock options issued to employees | 676,423 | 676,423 | ||||||||||||||||||||||||||||||
Stock issued for payable | $ 339,442 | $ 2,314,353 | $ 2,653,795 | 252,029 | 252,029 | |||||||||||||||||||||||||||
Stock issued for payable (in Shares) | 33,944,157 | |||||||||||||||||||||||||||||||
Stock issued from common stock subscribed | $ 4,795 | $ 115,071 | $ (119,866) | |||||||||||||||||||||||||||||
Stock issued from common stock subscribed (in Shares) | 479,464 | |||||||||||||||||||||||||||||||
Deemed dividend on Preferred Stock | 206,242 | $ (206,242) | $ 126,000 | $ (126,000) | $ 2,786,288 | $ (2,786,288) | ||||||||||||||||||||||||||
Sale of stock | $ 30,000 | 1,461,283 | $ 1,491,283 | $ 31,000 | 1,688,018 | $ 1,719,018 | $ 66,750 | 1,601,250 | 1,668,000 | |||||||||||||||||||||||
Sale of stock (in Shares) | 24,227 | 3,000,000 | 3,100,000 | 6,672,000 | ||||||||||||||||||||||||||||
Warrants issued | $ 261,568 | $ 261,568 | 1,268,717 | 1,268,717 | $ 1,179,682 | 1,179,682 | ||||||||||||||||||||||||||
Shares of common stock issued for conversion of Preferred Stock | $ (48) | $ 6,000 | $ (5,952) | $ (20,594) | $ 82,374 | $ (61,780) | ||||||||||||||||||||||||||
Shares of common stock issued for conversion of Preferred Stock (in Shares) | (4,800) | 600,000 | (2,059,356) | 8,237,425 | ||||||||||||||||||||||||||||
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 | 8,652,668 | ||||||||||||||||||||||||||||||
Net shares issued in connection with settlement agreement | $ (20) | $ (13,620) | 141,550 | $ 127,910 | ||||||||||||||||||||||||||||
Net shares issued in connection with settlement agreement (in Shares) | (2,000) | (1,362,047) | ||||||||||||||||||||||||||||||
Net loss for the period | (7,922,634) | (7,922,634) | ||||||||||||||||||||||||||||||
Stock issued for services | $ 10,963 | 211,517 | 222,480 | |||||||||||||||||||||||||||||
Stock issued for services (in Shares) | 1,099,320 | |||||||||||||||||||||||||||||||
Preferred stock dividends, $3.62 per share (10% of stated value per year) | $ 0 | $ (1,000) | $ (87,059) | $ (35,327) | (185,202) | (185,202) | ||||||||||||||||||||||||||
Balance at Dec. 31, 2021 | $ 242 | $ 9,406 | $ 31,000 | $ 2,133,332 | $ 24,295,063 | $ 132,163 | $ (25,478,332) | $ 1,122,874 | ||||||||||||||||||||||||
Balance (in Shares) at Dec. 31, 2021 | 24,227 | 940,644 | 3,100,000 | 213,333,170 | 213,333,170 |
CONSOLIDATED STATEMENTS OF CH_2
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) (Parentheticals) - Common Stock [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Preferred stock dividends, per share | $ 3.62 | $ 3.62 |
Preferred stock dividends, stated value per year | 10.00% | 10.00% |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (7,922,634) | $ (2,860,594) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 182,426 | 1,572 |
Amortization of right-to-use asset | 162,276 | 4,318 |
Net gain on settlement of notes payable | 0 | (35,236) |
Gain on settlement of accounts payable | 0 | (399,761) |
Gain on conversion of accrued salary | 0 | (6,988) |
(Gain) on settlement of warrants | 0 | (235,053) |
Gain (Loss) on revaluation of derivative liabilities | 493,455 | (508,839) |
Derivative expense | 0 | 125,869 |
Amortization of loan fees | 0 | 30,000 |
Amortization of discount on notes payable | 756,795 | 1,128,885 |
Share-based compensation | 1,039,843 | 568,363 |
Changes in assets and liabilities: | ||
Accounts receivables | (44,313) | 0 |
Prepaid expenses | (47,985) | 9,721 |
Due from related party | 0 | 0 |
Inventory | (25,314) | 0 |
Accounts payable and accrued liabilities | 54,527 | 522,758 |
Operating lease liability | 75,017 | 6,325 |
Other current liabilities | 74,166 | 2,488 |
Accrued interest | 205,795 | 125,310 |
Net cash used in operating activities | (4,995,946) | (1,520,862) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Cash paid for acquisition of fixed assets | (1,928,192) | 0 |
Net cash used in investing activities | (1,928,192) | 0 |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from private placement of common stock | 1,668,000 | 0 |
Proceeds from notes payable, net of discount | 0 | 1,673,406 |
Proceeds from sale of common stock | 51,500 | 0 |
Proceeds from convertible notes payable, net of discount | 850,000 | 0 |
Principal payments on notes payable | (179,368) | (171,000) |
Net cash provided by financing activities | 8,023,832 | 1,502,406 |
Net increase in cash and cash equivalents | 1,099,694 | (18,456) |
Cash and cash equivalents at beginning of period | 64,789 | 83,245 |
Cash and cash equivalents at end of period | 1,164,483 | 64,789 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Interest paid | 2,680 | 2,680 |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Stock issued for conversion of debt and accrued interest | 0 | 1,633,406 |
Settlement of derivative liabilities | (1,301,137) | 460,562 |
Cashless exercise of warrants | 0 | 290,000 |
Discount on note payable due to warrants | 261,568 | 0 |
Capital expenditures in accounts payable | 3,291,735 | 0 |
Discount on notes payable due to derivative liabilities | 0 | 1,234,792 |
Preferred stock dividend | 185,202 | 75,535 |
Deemed dividends on Preferred Stock | 3,118,530 | 0 |
Accounts Payable [Member] | ||
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Conversion of payable to common stock | 102,333 | 0 |
Accrued Payroll [Member] | ||
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Conversion of payable to common stock | 50,000 | 0 |
Stock Subscribed [Member] | ||
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Conversion of payable to common stock | 252,029 | 0 |
Series C Preferred Stock [Member] | ||
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from sales of Preferred Stock, net of fees | 2,760,000 | 0 |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Conversion of Preferred stock to common stock | 61,781 | 0 |
Preferred stock dividend | 87,059 | |
Series D Preferred Stock [Member] | ||
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from sales of Preferred Stock, net of fees | 2,873,700 | 0 |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Preferred stock dividend | 35,327 | |
Series X Preferred Stock [Member] | ||
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Preferred stock dividend | 0 | 65,568 |
Series A Preferred Stock [Member] | ||
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Conversion of Preferred stock to common stock | 6,000 | $ 0 |
Preferred stock dividend | $ 1,000 |
Description of Business
Description of Business | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | Note 1 Description of Business Company Overview Mitesco, Inc. (the “Company,” “we,” “us,” or “our”) was formed in the state of Delaware on January 18, 2012. On December 9, 2015, we restructured our operations and acquired Newco4pharmacy, LLC, a development stage company which sought to acquire compounding pharmacy businesses. As a part of the restructuring, we completed a “spin out” of our former business line. On April 24, 2020, we changed our name to Mitesco, Inc. 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 an 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 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, we will take a one-time charge of $12,500 related to the discontinuation and wind down of our European efforts. We opened our first The Good Clinic in Minneapolis, Minnesota in the first quarter of 2021 and have six operating at the time of this filing. We have two 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 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 | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Substantial Doubt about Going Concern [Text Block] | Note 2 - Financial Condition, Going Concern and Management Plans On November 19, 2021, the Company closed a bridge financing round totaling $3.1 million 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 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. Pursuant to the Certificate of Designations, Preferences and Rights of the Series D Convertible Preferred Stock of the Company, Inc., filed with the Secretary of State of the State of Delaware on October 18, 2021 (the “COD”), there are 10,000,000 shares of the Company’s preferred stock that have been designated as the Series D Preferred Stock and each share of the Series D Preferred Stock is convertible at the option of the holder thereof, or automatically upon the request of the Company’s underwriters that the Series D Preferred Stock convert to shares of Common Stock or upon listing of the Company’s Common Stock on a national securities exchange. The number of shares of Common Stock issuable upon the conversion of each share of Series D Preferred Stock is calculated by dividing the Conversion Amount (defined in the COD as the Stated Value, $1.05 per share, plus accrued and unpaid dividends) by the $0.25 conversion price (the “Conversion Price”). As of the date of this filing the Company has closed on $3,100,000 of its Series D Preferred stock. To achieve our growth strategy, it is anticipated the Company will need to raise additional financing prior to up listing on Nasdaq. We will not proceed with this offering in the event our Common Stock is not approved for listing on the Nasdaq Capital Market though we will continue to seek financing for our expansion and operating needs in the debt or equity markets. Mitesco, Inc. (the “Company”) issued a 10% Promissory Note due June 30, 2022 (the “Note”), dated December 30, 2021, to the Michael C. Howe Living Trust (the “Lender”). Michael C. Howe is the Chief Executive Officer of the Good Clinic LLC, one of our subsidiaries. The principal amount of the Note is $1,000,000, carries a 10% interest rate per annum, payable in monthly installments, and has a maturity date that is the earlier of (i) six (6) months from the date of execution, or (ii) the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE. The purchase price of the Note payable to the Company for the Note was $850,000 and was funded on December 30, 2021. The amount payable at maturity will be $1,000,000 plus 10% of that amount plus any accrued and unpaid interest. Following an event of default, as defined in the Note, the principal amount shall bear interest for each day until paid, at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18%. The Note contains a “most favored nations” clause that provides that, so long as the Note is outstanding, if the Company issues any new security, which the Lender believes contains a term that is more favorable than those in the Note, the Company shall notify the Lender of such term, and such term, at the option of the Lender, shall become a part of the Note. The Company entered into a debt-for-equity exchange agreement with Gardner Builders Holdings, LLC (the “Creditor”) on January 7, 2022 (the “Agreement”). Pursuant to the Agreement, the Company issued shares of restricted common stock, par value $0.01 per share, of MITI (the “Restricted Shares”) to the Creditor in exchange for the Company Debt Obligations, as defined below. The Agreement settles for certain accounts payable amounts owed by the Company to the Creditor (the “Accounts Payable Amount”) as well as upcoming amounts that will become due between the date of the Agreement and April 1, 2022. The Agreement also settles incurred interest and penalties on the amounts due through January 5, 2022, as well as future interest payments on amounts to be incurred in the first quarter of 2022 (collectively, the “Additional Costs”, and combined with the Accounts Payable Amount, the “Company Debt Obligations”). The Accounts Payable Amount is $500,000, the Additional Costs is $294,912.56 and the conversion price is $0.25. As a result, 3,179,650 Restricted Shares were authorized to be issued. The Company’s Board of Directors approved the Agreement on January 5, 2022. As of December 31, 2021, the Company had cash and cash equivalents of $1.2 million, current liabilities of $5.6 million, 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. 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | 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 Construction in Progress - Revenue Recognition The Company applied the modified retrospective approach to all contracts when adopting ASC 606. As a result, at the adoption of ASC 606 what was previously classified as the provision for bad debts in the statement of operations is now reflected as implicit price concessions (as defined in ASC 606) and therefore included as a reduction to net operating revenues in 2018. For changes in credit issues not assessed at the date of service, the Company will prospectively recognize those amounts in other operating expenses on the statement of operations. For periods prior to the adoption of ASC 606, the provision for bad debts has been presented consistent with the previous revenue recognition standards that required it to be presented separately as a component of net operating revenues. Our revenues generally relate to net patient fees received from various payers and patients themselves under contracts in which our performance obligations are to provide services to the patients. Revenues are recorded during the period our obligations to provide services are satisfied. The contractual relationships with patients, in most cases, also involve a third-party payer (Medicare, Medicaid, managed care health plans and commercial insurance companies, including plans offered through the health insurance exchanges) and the transaction prices for the services provided are dependent upon the terms provided by (Medicare and Medicaid) or negotiated with (managed care health plans and commercial insurance companies) the third-party payers. The payment arrangements with third-party payers for the services we provide to the related patients typically specify payments at amounts less than our standard charges and generally provide for payments based upon predetermined rates for services or discounted fee-for-service rates. Management continually reviews the contractual estimation process to consider and incorporate updates to laws and regulations and the frequent changes in managed care contractual terms resulting from contract renegotiations and renewals. 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 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 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 50%) 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 50% 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 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 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. |
Net Loss Per Share Applicable t
Net Loss Per Share Applicable to Common Shareholders | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Earnings Per Share [Text Block] | Note 4 Net Loss Per Share Applicable to Common Shareholders Net Loss per Share Applicable to Common Stockholders Basic loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the reporting period. Diluted loss per common share is computed similarly to basic loss per common share except that it reflects the potential dilution that could occur if dilutive securities or other obligations to issue common stock were exercised or converted into common stock. The following table sets forth the computation of loss per share for the years ended December 31, 2021 and 2020, respectively: For the Years Ended December 31, 2021 2020 Numerator: Net loss applicable to common shareholders $ (11,226,366 ) $ (2,936,129 ) Denominator: Weighted average common shares outstanding 203,000,201 105,177,272 Net loss per share: Basic and diluted $ (0.06 ) $ (0.03 ) The Company excluded all common equivalent shares for warrants, options, and convertible instruments from the calculation of diluted net loss per share because all such securities are antidilutive for the periods presented. As of December 31, 2021 and 2020, the following shares were issuable and excluded from the calculation of diluted loss: December 31, 2021 2020 Convertible Notes - 79,475,904 Options 18,746,211 13,453,879 Warrants 29,820,000 - Preferred Stock 17,382,575 - Accrued Interest 872,160 92,253 Total 66,820,946 93,022,036 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | Note 5 Related Party Transactions For the year ended December 31, 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 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. On December 30, 2021, the Company issued a 10% Promissory Note due June 30, 2022 to the Chief Executive Officer of the Good Clinic LLC, one of our subsidiaries. See Note 8. During the year ended December 31, 2021, the Company accrued dividends on its Series X Preferred Stock in the total amount of $61,818. Of this amount, a total of $7,890 was payable to officers and directors, $30,827 was payable to a related party shareholder, and $23,101 was payable to non-related parties. 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. 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. As of December 31, 2021, the shares of Series X Preferred Stock issued and outstanding is as follows: Type of Name Liability # shares Ronald Riewold, Director Deferred Compensation 1,200 Larry Diamond, Director, and CEO Deferred Compensation 2,000 James Crone, ex-Officer, and Director Deferred Compensation 2,884 Louis Deluca, ex-Officer, and Director Deferred Compensation 2,400 Irish Italian Retirement Fund Consulting services, notes payable 12,503 Frank Lightmas Legal fees 3,240 Total 24,227 |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
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 at December 31, 2021 and 2020: December 31, December 31, 2021 2020 Trade accounts payable 3,933,305 824,405 Accrued payroll and payroll taxes 23,554 244,926 Other 19,205 - Total accounts payable and accrued liabilities 3,976,064 1,069,331 |
Right to Use Assets and Lease L
Right to Use Assets and Lease Liabilities - Operating Leases | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021 and 2020 amounted to $351,854 and $10,642, respectively. The Company’s ROU asset amortization for the years ended December 31, 2021 and 2020 was $162,276 and $4,318, 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, 2021 December 31, 2020 Right to use assets, net $ 3,886,866 $ 310,361 Operating lease liabilities are summarized below: December 31, 2021 December 31, 2020 Lease liability $ 4,134,802 $ 321,004 Less: current portion (161,838 ) (8,905 ) Lease liability, non-current $ 3,972,964 $ 312,099 Maturity analysis under these lease agreements are as follows: For the period ended December 31, 2022 $ 652,653 For the period ended December 31, 2023 888,152 For the period ended December 31, 2024 821,296 For the period ended December 31, 2025 841,600 For the period ended December 31, 2026 860,551 Thereafter 2,478,412 Total $ 6,542,664 Less: Present value discount (2,407,862 ) Lease liability $ 4,134,802 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | Note 8 Debt August 2014 Series C 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. Howe Note Mitesco, Inc. (the “Company”) issued a 10% Promissory Note due June 30, 2022 (the “Note”), dated December 30, 2021, to the Michael C. Howe Living Trust (the “Lender”). Michael C. Howe is the Chief Executive Officer of the Good Clinic LLC, one of our subsidiaries. The principal amount of the Note is $1,000,000, carries a 10% interest rate per annum, payable in monthly installments, and has a maturity date that is the earlier of (i) six (6) months from the date of execution, or (ii) the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE. The purchase price of the Note payable to the Company for the Note was $850,000 and was funded on December 30, 2021. The amount payable at maturity will be $1,000,000 plus 10% of that amount plus any accrued and unpaid interest. Following an event of default, as defined in the Note, the principal amount shall bear interest for each day until paid, at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18%. The Note contains a “most favored nations” clause that provides that, so long as the Note is outstanding, if the Company issues any new security, which the Lender reasonably believes contains a term that is more favorable than those in the Note, the Company shall notify the Lender of such term, and such term, at the option of the Lender, shall become a part of the Note. Warrants. These amounts are reflected in the table below: Notes Payable Table 1: December 31, 2021 December 31, 2020 Notes Payable $ 738,432 $ 1,196,366 PPP Loan $ 460,406 $ 460,406 $ 1,198,838 $ 1,656,772 Less: Discount (150,000 ) (756,795 ) Notes payable - net of discount $ 1,048,838 $ 899,977 Current Portion, net of discount $ 1,048,838 $ 899,977 Long-term portion, net of discount $ - $ - |
Derivative Liabilities
Derivative Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Text Block [Abstract] | |
Derivatives and Fair Value [Text Block] | 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 year ended December 31, 2021 was $0. Derivative liability activity for the years ended December 31, 2020 is summarized in the table below: 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) | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | Note 10 Stockholders Equity (Deficit) Common Stock The Company has authorized 500,000,000 shares of common stock, par value $0.01; 213,333,170 and 155,381,183 shares were issued and outstanding at December 31, 2021 and December 31, 2020, respectively. Common Stock Transactions During the Year Ended December 31, 2021 On January 4, 2021, the Company issued 4,123,750 shares of common stock at a price of $0.012 per share pursuant to the conversion of $45,000 of principal and $4,485 of accrued interest in Eagle Equities Note 4. On January 6, 2021, the Company issued 3,505,964 shares of common stock at a price of $0.01224 per share pursuant to the conversion of $39,000 of principal and $3,913 of accrued interest in Eagle Equities Note 4. On January 11, 2021, the Company issued 4,463,507 shares of common stock at a price of $0.01224 per share pursuant to the conversion of $50,000 of principal and $4,633 of accrued interest in Eagle Equities Note 5. On January 14, 2021, the Company issued 4,319,378 shares of common stock at a price of $0.01266 per share pursuant to the conversion of $50,000 of principal and $4,683 of accrued interest in Eagle Equities Note 5. On January 21, 2021, the Company issued 6,449,610 shares of common stock at a price of $0.0154 per share pursuant to the conversion of $93,000 of principal and $6,324 of accrued interest in Eagle Equities Note 6. On January 28, 2021, the Company issued 7,285,062 shares of common stock at a price of $0.01575 per share pursuant to the conversion of $107,200 of principal and $7,540 of accrued interest in Eagle Equities Note 6. On February 1, 2021, the Company issued 6,672,000 shares of common stock in a private placement (the "2021 Private Placement”) at a price of $0.25 per share for cash proceeds of $1,668,000. On February 5, 2021, the Company entered into a settlement agreement with the holders of the Eagle Equities Note 7 whereby the Company issued 1,184,148 shares of common stock at a price of $0.24984 per share in satisfaction of $200,200 of principal and all accrued interest and prepayment penalties due under this note. On February 5, 2021, the Company entered into a settlement agreement with the holders of the Eagle Equities Note 8 whereby the Company issued 639,593 shares of common stock at a price of $0.23851 per share in satisfaction of $114,400 of principal and all accrued interest and prepayment penalties due under this note. On February 5, 2021, the Company entered into a settlement agreement with the holders of the Eagle Equities Note 9 whereby the Company issued 605,177 shares of common stock at a price of $0.24984 per share in satisfaction of $114,400 of principal and all accrued interest and prepayment penalties due under this note. On February 5, 2021, the Company entered into a settlement agreement with the holders of the Eagle Equities Note 10 whereby the Company issued 1,095,131 shares of common stock at a price of $0.23748 per share in satisfaction of $200,200 of principal and all accrued interest and prepayment penalties due under this note. On February 22, 2021, the Company issued 336,000 shares of common stock for the exercise of options at a price of $0.03 per share. On March 11, 2021, the Company issued 600,000 shares of common stock to four officers of The Good Clinic in exchange for 4,800 shares of Series A Preferred Stock. The 4,800 shares of Series A Preferred Stock were cancelled. On March 17, 2021, the Company issued 300,000 shares of common stock at a price of $0.31 per share to a service provider. On March 23, 2021, the Company issued 461,358 shares of common stock at a price of $0.26 per share to the underwriters of the 2021 Private Placement. 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 17, 2021, accrued liabilities in the amount of $156,441 were converted to 625,764 shares of common stock. 479,464 shares were issued during December 2021 and the remaining 146,300 shares was not issued and recorded in common stock subscribed as of December 31, 2021. Among the 625,764 shares, 312,800 restricted shares of the Company’s common stock was issued to settled $78,200 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 year ended December 31, 2021, the Company charged the amount of $13,032 to operations in connection with the vesting of stock granted to its officers, employees, and board members; the Company also charged the amount of $676,423 to operations in connection with the vesting of options granted to its officers, employees, and board members. 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. 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 500,000 shares of series A stock, 3,000,000 shares of Series C Preferred, 10,000,000 shares of Series D Preferred and we have designated 27,324 shares as Series X Preferred Stock. Series A Preferred Stock Transactions During the Year Ended December 31, 2021 During the year ended December 31, 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 December 31, 2021. 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 based upon an analysis performed by an independent valuation consultant. During the year ended December 31, 2020, the Company accrued dividends in the amount of $9,967 on the Series A Preferred Stock. At December 31, 2020, dividend payable on the Series A Preferred Stock was $9,967. At 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 C Preferred Stock On March 25, 2021, the Company entered into Securities Purchase Agreements with four institutional investors (the “Investors” and each an “Investor”) pursuant to which the Company sold to the Investors in a private placement an aggregate of 3,000,000 units (the “Units” and each a “Unit”) with a purchase price of $1.00 per Unit, with each Unit consisting of (a) one share of a newly formed Series C Convertible Preferred Stock, par value $0.01 per share (the “Series C Preferred Stock”), (b) one warrant (the “Series A Warrants”) to purchase 2.1 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”) at a purchase price of $0.50 per whole share of Common Stock, and (c) one warrant (the “Series B Warrants” and together with the Series A Warrants, the “Warrants”) to purchase 2.1 shares of Common Stock at a purchase price of $0.75 per whole share. The aggregate gross proceeds to the Company were $3,000,000 and the number of shares of Common Stock initially issuable upon conversion of the Series C Preferred Stock is 12,600,000 shares of Common stock and the aggregate number of shares of Common Stock initially issuable upon exercise of the Warrants is 12,600,000 shares of Common Stock. The Series C Preferred Stock has the following terms: Ranking Pari passu Voting Rights. Conversion. Dividends. Liquidation Rights. Pari passu Rights and Preferences. Redemption Rights. Price Adjustments Protection Preemptive or Similar Rights Fully Paid and Nonassessable Series C Preferred Stock Transactions During the Year Ended December 31, 2021 On March 25, 2021, the Company sold 3,000,000 shares of its Series C Preferred Stock along with (i) five-year warrants to purchase 6,300,000 shares of the Company’s common stock at a price of $0.50 per share, and (ii) five 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. Between 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 year ended December 31, 2021, the Company accrued dividends on the Series C Preferred Stock in the amount of $87,059. Series C Preferred Stock Transactions During the Year Ended December 31, 2020 None. Series D Preferred Stock On November 19, 2021, the Company closed a bridge financing round totaling $3,100,000 of Series D preferred stock sold to investors in a private placement. Each Series D Unit will had 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 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 Series D Preferred Stock has the following terms: Ranking Pari passu Voting Rights. Conversion. Dividends. Liquidation Rights. Pari passu Rights and Preferences. Redemption Rights. Price Adjustments Protection Preemptive or Similar Rights Series D Preferred Stock Transactions During the Year Ended December 31, 2021 On October 18, 2021, the Company sold 2,050,000 shares of Series D Preferred Stock and (i) five-year warrants to acquire 4,252,500 shares of the Company’s common stock at a price of $0.50 per shares, and (ii) five On November 10, 2021, the Company sold 1,075,000 shares of Series D Preferred Stock and (i) five-year warrants to acquire 2,257,500 shares of the Company’s common stock at a price of $0.50 per shares, and (ii) five-year warrants to acquire 2,257,500 shares of the Company’s common stock at a price of $0.75 per share for proceeds of $999,250, net of costs in the amount of $75,750. During the year ended December 31, 2021, the Company accrued dividends on the Series D Preferred Stock in the amount of $35,327. Series D Preferred Stock Transactions During the Year Ended December 31, 2020 None. Series X Preferred Stock The Company has 24,227 and 26,227 shares of its 10% Series X Cumulative Redeemable Perpetual Preferred Stock (the “Series X Preferred Stock”) outstanding as of December 31, 2021 and December 31, 2020, respectively. 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, 2021 On June 23, 2021, 2,000 shares of Series X Preferred Stock were cancelled pursuant to a settlement agreement with an ex-officer. 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. At December 31, 2020, dividend payable on the Series X Preferred Stock was $0. Stock Options The following table summarizes the options outstanding at December 31, 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 18,746,211 9.10 $ 0.20 5,502,877 $ 0.11 18,746,211 9.10 $ 0.20 5,502,877 $ 0.11 Transactions involving stock options are summarized as follows: Shares Weighted- Average Exercise Price ($) (A) Outstanding at January 1, 2020 67,879 $ 0.03 Granted 14,886,000 0.03 Cancelled/Expired (1,500,000 ) 0.03 Outstanding at December 31, 2020 13,453,879 $ 0.03 Granted 14,295,000 $ 0.26 Cancelled/Expired (350,000 ) $ 0.03 Exercised (8,652,668 ) 0.03 Outstanding at December 31, 2021 18,746,211 $ 0.20 Options vested and exercisable 5,502,877 $ 0.11 (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. At December 31, 2021, the total stock-based compensation cost related to unvested awards not yet recognized was $3,154,383. The Company valued stock options during the years ended December 31, 2021 and 2020 using the Black-Scholes valuation model utilizing the following variables: December 31, December 31, 2021 2020 Volatility 153.5% to 183.5 % 149.4% to 209.6 % Dividends $ - $ - Risk-free interest rates 0.820% to 1.69 % 0.55% to 1.30 % Term (years) 5.00-6.5 5.00 Warrants The following table summarizes the warrants outstanding at December 30, 2021 and the related prices for the warrants to purchase shares of the Company’s common stock: Shares Weighted- Average Exercise Price ($) Outstanding at December 31, 2019 1,800,000 $ 0.00858 Granted 6,582,382 $ 0.00858 Exercised (8,382,382 ) $ 0.0561 Outstanding at December 31, 2020 - $ - Granted 29,820,000 $ 0.625 Exercised - $ - Outstanding at December 31, 2021 29,820,000 $ 0.625 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
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 $8.1 million, 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, 2021 and 2020 consist of the following: 2021 2020 Current $ - $ - Deferred - - Total $ - $ - For the years ended December 31, 2021 and 2020, the expected tax expense (benefit) based on the U. S. federal statutory rate is reconciled with the actual tax provision (benefit) as follows: For the Years Ended December 31, 2021 2020 Expected tax at statutory rates $ (2,351,000 ) 21 % $ (617,000 ) 21 % Permanent Differences 692,000 6 % (42,000 ) 1 % State Income Tax, Net of Federal benefit (612,000 ) 5 % - 0 % Current Year Change in Valuation Allowance 2,291,000 20 % 659,000 22 % Prior Year True-Ups (20,000 ) 0 % - 0 % Income tax expense $ - 0 % $ - 0 % 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, 2021, and 2020 significant components of the Company’s deferred tax assets are as follows: For the Years Ended December 31, 2021 2020 Deferred Tax Assets (Liabilities): Accrued payroll $ 22,000 $ 41,000 ASC842-ROU Asset (1,117,000 ) 65,000 ASC842-ROU (Liability) 1,189,000 (67,000 ) Gain from derivatives (4,000 ) (107,000 ) Stock based compensation 398,000 119,000 Depreciation (764,000 ) (1,000 ) Net operating loss 8,478,000 5,861,000 Net deferred tax assets (liabilities) 8,202,000 5,911,000 Valuation allowance (8,202,000 ) (5,911,000 ) Net deferred tax assets (liabilities) $ - $ - |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | 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 at December 31, 2021 and 2020. December 31, 2021 Level 1 Level 2 Level 3 Total Liabilities Derivative liabilities $ - $ - $ - $ - December 31, 2020 Level 1 Level 2 Level 3 Total Liabilities Derivative liabilities $ - $ - $ 807,682 $ 807,682 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | Note 13 Commitments and Contingencies Legal There is no pending or anticipated legal actions at this time except as noted below in “Other.” 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. As of December 31, 2021, based on communication with Bank of America, it is expected that approximately $25,000 of the PPP loan will be forgiven and we have received conditional approval to pay the loan off over sixty months. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | Note 14 Subsequent Events The Company entered into a debt-for-equity exchange agreement with Gardner Builders Holdings, LLC (the “Creditor”) on January 7, 2022 (the “Agreement”). Pursuant to the Agreement, the Company issued shares of restricted common stock, par value $0.01 per share, of MITI (the “Restricted Shares”) to the Creditor in exchange for the Company Debt Obligations, as defined below. The Agreement settles for certain accounts payable amounts owed by the Company to the Creditor (the “Accounts Payable Amount”) as well as upcoming amounts that will become due between the date of the Agreement and April 1, 2022. The Agreement also settles incurred interest and penalties on the amounts due through January 5, 2022, as well as future interest payments on amounts to be incurred in the first quarter of 2022 (collectively, the “Additional Costs”, and combined with the Accounts Payable Amount, the “Company Debt Obligations”). The Accounts Payable Amount is $500,000, the Additional Costs is $294,912.56 and the conversion price is $0.25. As a result, 3,179,650 Restricted Shares were authorized to be issued. The Company’s Board of Directors approved the Agreement on January 5, 2022. The Company issued a 10% Promissory Note due August 14, 2022 (the “Note”), dated February 14, 2022, to Lawrence Diamond (the “Lender”). Mr. Diamond is the Chief Executive Officer of the Company and a member of its Board of Directors. The principal amount of the Note is $175,000, carries a 10% interest rate per annum, payable in monthly installments, and has a maturity date that is the earlier of (i) six (6) months from the date of execution, or (ii) the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE. The purchase price of the Note payable to the Company for the Note was $148,750 and was funded on February 14, 2022. The amount payable at maturity will be $175,000 plus 10% of that amount plus accrued and unpaid interest. Following an event of default, as defined in the Note, the principal amount shall bear interest for each day until paid, at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18%. The Note contains a “most favored nations” clause that provides that, so long as the Note is outstanding, if the Company issues any new security, which the Lender believes contains a term that is more favorable than those in the Note, the Company shall notify the Lender of such term, and such term, at the option of the Lender, shall become a part of the Note. In addition to the Note and Lender will be issued 367,500 5-year warrants that may be exercised at $.50 per share and 367,500 5-year warrants that may be exercised at $.75 per share. These warrants have all of the same terms as those previously issued in conjunction with the Company’s Series C Preferred shares and its Series D Preferred shares. The Company issued a 10% Promissory Note due June 18, 2022 (the “Diamond Note”), dated March 18, 2022, to Lawrence Diamond (the “Lender”), which was subsequently amended. Lawrence Diamond is the Chief Executive Officer of the Company. The principal amount of the Diamond Note is $235,294.00, carries a 10% interest rate per annum, payable in monthly installments, and has a maturity date that is the earlier of (i) April 4, 2022, (ii) the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE, or (iii) the date of receipt of the Company of the next round of debt or equity financing in an amount of at least $1,000,000. The purchase price of the Diamond Note payable to the Company for the Diamond Note was $200,000 and was funded on March 18, 2022. The amount payable at maturity will be $235,294 plus 10% of that amount plus any accrued and unpaid interest. Following an event of default, as defined in the Diamond Note, the principal amount shall bear interest for each day until paid, at a rate per annum equal to the lesser of the maximum interest permitted by applicable law and 18%. The Diamond Note contains a “most favored nations” clause that provides that, so long as the Note is outstanding, if the Company issues any new security, which the Lender reasonably believes contains a term that is more favorable than those in the Diamond Note, the Company shall notify the Lender of such term, and such term, at the option of the Lender, shall become a part of the Note. In addition, the Lender will be issued 200,000 5-year warrants that may be exercised on substantially the same terms as the Series A warrant issued in connection with the Company’s Series D Convertible Preferred Stock. On March 18, 2022, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with AJB Capital Investments, LLC (the “Investor”) with respect to the sale and issuance to the Investor of: (i) an initial commitment fee in the amount of $430,000 in the form of 1,720,000 shares (the “Commitment Fee Shares”) of the Company’s common stock (the “Common Stock”), which Commitment Fee Shares can be decreased to 720,000 shares ($180,000) if the Company repays the Note on or prior its maturity, (ii) a promissory note in the aggregate principal amount of $750,000 (the “Note”), and (iii) Common Stock Purchase Warrants to purchase up to an aggregate of 750,000 shares of the Common Stock (the “Warrants”). The Note and Warrants were issued on March 17, 2022 (the “Original Issue Date”) and were held in escrow pending effectiveness of the Purchase Agreement. Pursuant to the terms of the Purchase Agreement, the initial Commitment Fee Shares were issued at a value of $430,000, the Note was issued in a principal amount of $750,000 for a purchase price of $675,000, resulting in an original issue discount of $75,000; and the Warrants were issued, with an initial exercise price of $0.50 per share, subject to adjustment as described herein. The aggregate cash subscription amount received by the Company from the Investor for the issuance of the Commitment Fee Shares, Note and Warrants was $616,250.00, due to a reduction in the $675,000 purchase price as a result of broker, legal, and transaction fees. As previously disclosed on the Company’s form 8-K filed on March 26, 2021 and October 22, 2021, the Company issued the Series C Convertible Preferred Stock and Series D Convertible Preferred Stock to the investors named therein (the “Series C Investors” and “Series D Investors”). The Company obtained consents and waivers (the “Consents”) from the Series D and Series D Investors to allow the Company to enter into the Purchase Agreement. The Company issued 411,000 shares of Common Stock to the Series C Investors 1,271,000 shares of Common Stock to the Series D Investors in connection with obtaining the Consents. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of Accounting |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates - |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash - |
Property, Plant and Equipment, Policy [Policy Text Block] | Property, Plant, and Equipment - Years Office equipment 3 to 5 Furniture & fixtures 3 to 7 Machinery & equipment 3 to 10 Leasehold improvements Term of lease Construction in Progress - |
Revenue [Policy Text Block] | Revenue Recognition The Company applied the modified retrospective approach to all contracts when adopting ASC 606. As a result, at the adoption of ASC 606 what was previously classified as the provision for bad debts in the statement of operations is now reflected as implicit price concessions (as defined in ASC 606) and therefore included as a reduction to net operating revenues in 2018. For changes in credit issues not assessed at the date of service, the Company will prospectively recognize those amounts in other operating expenses on the statement of operations. For periods prior to the adoption of ASC 606, the provision for bad debts has been presented consistent with the previous revenue recognition standards that required it to be presented separately as a component of net operating revenues. Our revenues generally relate to net patient fees received from various payers and patients themselves under contracts in which our performance obligations are to provide services to the patients. Revenues are recorded during the period our obligations to provide services are satisfied. The contractual relationships with patients, in most cases, also involve a third-party payer (Medicare, Medicaid, managed care health plans and commercial insurance companies, including plans offered through the health insurance exchanges) and the transaction prices for the services provided are dependent upon the terms provided by (Medicare and Medicaid) or negotiated with (managed care health plans and commercial insurance companies) the third-party payers. The payment arrangements with third-party payers for the services we provide to the related patients typically specify payments at amounts less than our standard charges and generally provide for payments based upon predetermined rates for services or discounted fee-for-service rates. Management continually reviews the contractual estimation process to consider and incorporate updates to laws and regulations and the frequent changes in managed care contractual terms resulting from contract renegotiations and renewals. |
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 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 |
Derivatives, Policy [Policy Text Block] | Derivative Financial Instruments |
Warrants, Policy [Policy Text Block] | Common Stock Purchase Warrants- |
Stockholders' Equity, Policy [Policy Text Block] | Stockholders Equity- |
Earnings Per Share, Policy [Policy Text Block] | Per Share Data- |
Income Tax, Policy [Policy Text Block] | Income Taxes- Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all the deferred tax assets will not be realized. The Company has determined that a valuation allowance is needed due to recent taxable net operating losses 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 50%) 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 50% 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 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- â—Ź future expected cash flows from product sales, support agreements, consulting contracts, other customer contracts, and acquired developed technologies and patents; and â—Ź discount rates utilized in valuation estimates. Unanticipated events and circumstances may occur that may affect the accuracy or validity of such assumptions, estimates or actual results. Additionally, any change in the fair value of the acquisition-related contingent consideration subsequent to the acquisition date, including changes from events after the acquisition date, such as changes in our estimates of relevant revenue or other targets, will be recognized in earnings in the period of the estimated fair value change. A change in fair value of the acquisition-related contingent consideration or the occurrence of events that cause results to differ from our estimates or assumptions could have a material effect on the consolidated financial position, statements of operations or cash flows in the period of the change in the estimate. |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Impairment of Long-Lived Assets- |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Financial Instruments and Fair Values- Level 1 – inputs include exchange quoted prices for identical instruments and are the most observable. Level 2 – inputs include brokered and/or quoted prices for similar assets and observable inputs such as interest rates. Level 3 – inputs include data not observable in the market and reflect management judgment about the assumptions market participants would use in pricing the asset or liability. The use of observable and unobservable inputs and their significance in measuring fair value are reflected in our hierarchy assessment. The carrying amount of cash, prepaid assets, accounts payable and accrued liabilities approximate fair value due to the short-term maturities of these instruments. Because cash and cash equivalents are readily liquidated, management classifies these values as Level 1. The fair value of the derivative liabilities approximates their book value as the instruments are short-term in nature and contain market rates of interest. Because there is no ready market or observable transactions, management classifies the derivative liabilities as Level 3. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recently Issued Accounting Standards In June 2018, the FASB issued ASU 2018-07 "Improvements to Non-employee Share-Based Payment Accounting”, which simplifies the accounting for share-based payments granted to non-employees for goods and services. Under the ASU, most of the guidance on such payments to non-employees would be aligned with the requirements for share-based payments granted to employees. The amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. 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. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Property, plant, and equipment are depreciated using the straight-line method based on the lesser of the estimated useful lives of the assets or the lease term based upon the following life expectancy: Years Office equipment 3 to 5 Furniture & fixtures 3 to 7 Machinery & equipment 3 to 10 Leasehold improvements Term of lease |
Net Loss Per Share Applicable_2
Net Loss Per Share Applicable to Common Shareholders (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | The following table sets forth the computation of loss per share for the years ended December 31, 2021 and 2020, respectively: For the Years Ended December 31, 2021 2020 Numerator: Net loss applicable to common shareholders $ (11,226,366 ) $ (2,936,129 ) Denominator: Weighted average common shares outstanding 203,000,201 105,177,272 Net loss per share: Basic and diluted $ (0.06 ) $ (0.03 ) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | As of December 31, 2021 and 2020, the following shares were issuable and excluded from the calculation of diluted loss: December 31, 2021 2020 Convertible Notes - 79,475,904 Options 18,746,211 13,453,879 Warrants 29,820,000 - Preferred Stock 17,382,575 - Accrued Interest 872,160 92,253 Total 66,820,946 93,022,036 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Schedule of Stock by Class [Table Text Block] | As of December 31, 2021, the shares of Series X Preferred Stock issued and outstanding is as follows: Type of Name Liability # shares Ronald Riewold, Director Deferred Compensation 1,200 Larry Diamond, Director, and CEO Deferred Compensation 2,000 James Crone, ex-Officer, and Director Deferred Compensation 2,884 Louis Deluca, ex-Officer, and Director Deferred Compensation 2,400 Irish Italian Retirement Fund Consulting services, notes payable 12,503 Frank Lightmas Legal fees 3,240 Total 24,227 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities [Table Text Block] | Accounts payable and accrued liabilities consisted of the following at December 31, 2021 and 2020: December 31, December 31, 2021 2020 Trade accounts payable 3,933,305 824,405 Accrued payroll and payroll taxes 23,554 244,926 Other 19,205 - Total accounts payable and accrued liabilities 3,976,064 1,069,331 |
Right to Use Assets and Lease_2
Right to Use Assets and Lease Liabilities - Operating Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Text Block [Abstract] | |
Lease, Cost [Table Text Block] | Right to use assets – operating leases are summarized below: December 31, 2021 December 31, 2020 Right to use assets, net $ 3,886,866 $ 310,361 December 31, 2021 December 31, 2020 Lease liability $ 4,134,802 $ 321,004 Less: current portion (161,838 ) (8,905 ) Lease liability, non-current $ 3,972,964 $ 312,099 |
Lessee, Operating Lease, Liability, Maturity [Table Text Block] | Maturity analysis under these lease agreements are as follows: For the period ended December 31, 2022 $ 652,653 For the period ended December 31, 2023 888,152 For the period ended December 31, 2024 821,296 For the period ended December 31, 2025 841,600 For the period ended December 31, 2026 860,551 Thereafter 2,478,412 Total $ 6,542,664 Less: Present value discount (2,407,862 ) Lease liability $ 4,134,802 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Debt [Table Text Block] | Notes Payable Table 1: December 31, 2021 December 31, 2020 Notes Payable $ 738,432 $ 1,196,366 PPP Loan $ 460,406 $ 460,406 $ 1,198,838 $ 1,656,772 Less: Discount (150,000 ) (756,795 ) Notes payable - net of discount $ 1,048,838 $ 899,977 Current Portion, net of discount $ 1,048,838 $ 899,977 Long-term portion, net of discount $ - $ - |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Text Block [Abstract] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | Derivative liability activity for the years ended December 31, 2020 is summarized in the table below: 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) | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Table Text Block] | The following table summarizes the options outstanding at December 31, 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 18,746,211 9.10 $ 0.20 5,502,877 $ 0.11 18,746,211 9.10 $ 0.20 5,502,877 $ 0.11 |
Share-Based Payment Arrangement, Option, Activity [Table Text Block] | Transactions involving stock options are summarized as follows: Shares Weighted- Average Exercise Price ($) (A) Outstanding at January 1, 2020 67,879 $ 0.03 Granted 14,886,000 0.03 Cancelled/Expired (1,500,000 ) 0.03 Outstanding at December 31, 2020 13,453,879 $ 0.03 Granted 14,295,000 $ 0.26 Cancelled/Expired (350,000 ) $ 0.03 Exercised (8,652,668 ) 0.03 Outstanding at December 31, 2021 18,746,211 $ 0.20 Options vested and exercisable 5,502,877 $ 0.11 (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. |
Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | The Company valued stock options during the years ended December 31, 2021 and 2020 using the Black-Scholes valuation model utilizing the following variables: December 31, December 31, 2021 2020 Volatility 153.5% to 183.5 % 149.4% to 209.6 % Dividends $ - $ - Risk-free interest rates 0.820% to 1.69 % 0.55% to 1.30 % Term (years) 5.00-6.5 5.00 |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | The following table summarizes the warrants outstanding at December 30, 2021 and the related prices for the warrants to purchase shares of the Company’s common stock: Shares Weighted- Average Exercise Price ($) Outstanding at December 31, 2019 1,800,000 $ 0.00858 Granted 6,582,382 $ 0.00858 Exercised (8,382,382 ) $ 0.0561 Outstanding at December 31, 2020 - $ - Granted 29,820,000 $ 0.625 Exercised - $ - Outstanding at December 31, 2021 29,820,000 $ 0.625 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021 and 2020 consist of the following: 2021 2020 Current $ - $ - Deferred - - Total $ - $ - |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | For the years ended December 31, 2021 and 2020, the expected tax expense (benefit) based on the U. S. federal statutory rate is reconciled with the actual tax provision (benefit) as follows: For the Years Ended December 31, 2021 2020 Expected tax at statutory rates $ (2,351,000 ) 21 % $ (617,000 ) 21 % Permanent Differences 692,000 6 % (42,000 ) 1 % State Income Tax, Net of Federal benefit (612,000 ) 5 % - 0 % Current Year Change in Valuation Allowance 2,291,000 20 % 659,000 22 % Prior Year True-Ups (20,000 ) 0 % - 0 % Income tax expense $ - 0 % $ - 0 % |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | As of December 31, 2021, and 2020 significant components of the Company’s deferred tax assets are as follows: For the Years Ended December 31, 2021 2020 Deferred Tax Assets (Liabilities): Accrued payroll $ 22,000 $ 41,000 ASC842-ROU Asset (1,117,000 ) 65,000 ASC842-ROU (Liability) 1,189,000 (67,000 ) Gain from derivatives (4,000 ) (107,000 ) Stock based compensation 398,000 119,000 Depreciation (764,000 ) (1,000 ) Net operating loss 8,478,000 5,861,000 Net deferred tax assets (liabilities) 8,202,000 5,911,000 Valuation allowance (8,202,000 ) (5,911,000 ) Net deferred tax assets (liabilities) $ - $ - |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Derivative Liabilities at Fair Value [Table Text Block] | The following summarizes the Company’s derivative financial liabilities that are recorded at fair value on a recurring basis at December 31, 2021 and 2020. December 31, 2021 Level 1 Level 2 Level 3 Total Liabilities Derivative liabilities $ - $ - $ - $ - December 31, 2020 Level 1 Level 2 Level 3 Total Liabilities Derivative liabilities $ - $ - $ 807,682 $ 807,682 |
Financial Condition, Going Co_2
Financial Condition, Going Concern and Management Plans (Details) - USD ($) | Jun. 30, 2022 | Jan. 07, 2022 | Dec. 30, 2021 | Nov. 19, 2021 | Mar. 25, 2021 | Jul. 21, 2020 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Oct. 18, 2021 | Jun. 23, 2021 | Apr. 25, 2020 |
Financial Condition, Going Concern and Management Plans (Details) [Line Items] | ||||||||||||
Unit Price Per Unit (in Dollars per share) | $ 1 | |||||||||||
Unit Description | (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 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 | 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 | ||||||||||
Preferred Stock, Shares Authorized (in Shares) | 100,000,000 | |||||||||||
Debt Instrument, Face Amount | $ 1,000,000 | $ 460,000 | ||||||||||
Debt Instrument, Term | 6 months | |||||||||||
Proceeds from Issuance of Debt | 850,000 | |||||||||||
Notes Payable, Current | $ 1,000,000 | $ 588,432 | $ 0 | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||||||||
Debt Instrument, Interest Rate, Increase (Decrease) | 18.00% | |||||||||||
Common Stock, Par or Stated Value Per Share (in Dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||||||
Other Accrued Liabilities, Current | $ 294,912.56 | $ 19,205 | $ 0 | |||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 0.25 | |||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 63,374,555 | |||||||||||
Cash and Cash Equivalents, at Carrying Value | 1,164,483 | $ 64,789 | ||||||||||
Liabilities, Current | $ 5,558,988 | $ 3,028,640 | ||||||||||
Proceeds from Loans | $ 460,406 | |||||||||||
Accounts Payable [Member] | ||||||||||||
Financial Condition, Going Concern and Management Plans (Details) [Line Items] | ||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 500,000 | |||||||||||
Series D Preferred Stock [Member] | ||||||||||||
Financial Condition, Going Concern and Management Plans (Details) [Line Items] | ||||||||||||
Proceeds from Issuance of Preferred Stock, Preference Stock, and Warrants | $ 3,100,000 | |||||||||||
Unit Price Per Unit (in Dollars per share) | $ 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 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 | |||||||||||
Preferred Stock, Par or Stated Value Per Share (in Dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | $ 1.05 | ||||||||
Preferred Stock, Shares Authorized (in Shares) | 10,000,000 | 10,000,000 | ||||||||||
Preferred Stock, Convertible, Conversion Price (in Dollars per share) | $ 0.25 | |||||||||||
Preferred Stock Offering | $ 3,100,000 | |||||||||||
Restricted Stock [Member] | ||||||||||||
Financial Condition, Going Concern and Management Plans (Details) [Line Items] | ||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 3,179,650 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||
Cash and Cash Equivalents, at Carrying Value | $ 1,164,483 | $ 64,789 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2020 | |
Office Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Office Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Furniture and Fixtures [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Furniture and Fixtures [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 7 years |
Machinery and Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Machinery and Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 10 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Estimated Useful Lives | Term of lease |
Net Loss Per Share Applicable_3
Net Loss Per Share Applicable to Common Shareholders (Details) - Schedule of Earnings Per Share, Basic and Diluted - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of Earnings Per Share, Basic and Diluted [Abstract] | ||
Net loss applicable to common shareholders | $ (11,226,366) | $ (2,936,129) |
Weighted average common shares outstanding | 203,000,201 | 105,177,272 |
Basic and diluted | $ (0.06) | $ (0.03) |
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 | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 66,820,946 | 93,022,036 |
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 | 0 | 79,475,904 |
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 | 18,746,211 | 13,453,879 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 29,820,000 | 0 |
Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 17,382,575 | 0 |
Accrued Interest [Member] | 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 | 872,160 | 92,253 |
Related Party Transactions (Det
Related Party Transactions (Details) | Jun. 30, 2022 | 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 | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 30, 2021 | May 26, 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 | 14,295,000 | 14,886,000 | |||||||||||||||||||||||
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in Dollars per share) | $ / shares | $ 0.03 | $ 0.05 | $ 0.26 | [1] | $ 0.03 | [1] | |||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services (in Shares) | shares | 312,800 | 1,962 | 300,000 | 386,985 | 2,901,440 | ||||||||||||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ / shares | $ 0.25 | $ 0.01 | $ 0.31 | $ 0.0305 | $ 0.034 | $ 0.0305 | $ 0.25 | $ 0.26 | $ 0.25 | ||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 78,200 | $ 222,480 | $ 7,680 | ||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | ||||||||||||||||||||||||
Debt Instrument, Maturity Date | Jun. 30, 2022 | ||||||||||||||||||||||||
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 | 24,645 | ||||||||||||||||||||||
(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 | 1,039,843 | 568,363 | |||||||||||||||||||||||
Dividends, Preferred Stock | 185,202 | $ 75,535 | |||||||||||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | shares | 637,953 | 2,151,204 | |||||||||||||||||||||||
Series X Preferred Stock [Member] | |||||||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||||||||||
Dividends Payable | $ 0 | 61,818 | $ 0 | ||||||||||||||||||||||
Dividends, Preferred Stock | 0 | 65,568 | |||||||||||||||||||||||
Common Stock Dividends, Shares (in Shares) | shares | 2,151,204 | ||||||||||||||||||||||||
Dividends, Preferred Stock, Stock | $ 65,568 | ||||||||||||||||||||||||
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 Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Net of Forfeitures (in Shares) | shares | 2,000,000 | ||||||||||||||||||||||||
Number of Directors | 2 | ||||||||||||||||||||||||
Share-Based Payment Arrangement, Expense | $ 9,860 | $ 78,324 | 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 | ||||||||||||||||||||||||
President [Member] | |||||||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||||||||||
Share-Based Payment Arrangement, Expense | $ (1,632) | ||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Forfeitures in Period (in Shares) | shares | 1,500,000 | ||||||||||||||||||||||||
Investor [Member] | Series X Preferred Stock [Member] | |||||||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||||||||||
Dividends Payable | $ 26,310 | 26,310 | |||||||||||||||||||||||
Common Stock Dividends, Shares (in Shares) | shares | 863,212 | ||||||||||||||||||||||||
Dividends, Preferred Stock, Stock | $ 26,310 | ||||||||||||||||||||||||
Board Member [Member] | |||||||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||||||||||
Shares Issued, Shares, Share-Based Payment Arrangement, before Forfeiture (in Shares) | shares | 1,000,000 | ||||||||||||||||||||||||
Former President [Member] | |||||||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||||||||||
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 | ||||||||||||||||||||||||
Officers and Directors [Member] | Series X Preferred Stock [Member] | |||||||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||||||||||
Dividends Payable | 8,000 | 8,000 | |||||||||||||||||||||||
Majority Shareholder [Member] | Series X Preferred Stock [Member] | |||||||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||||||||||
Dividends Payable | $ 31,258 | 31,258 | |||||||||||||||||||||||
Officer [Member] | Series X Preferred Stock [Member] | |||||||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||||||||||
Common Stock Dividends, Shares (in Shares) | shares | 262,478 | ||||||||||||||||||||||||
Dividends, Preferred Stock, Stock | $ 8,000 | ||||||||||||||||||||||||
Chief Executive Officer [Member] | |||||||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Net of Forfeitures (in Shares) | shares | 1,500,000 | ||||||||||||||||||||||||
Officer [Member] | |||||||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | ||||||||||||||||||||||||
Officer [Member] | Series X Preferred Stock [Member] | |||||||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||||||||||
Dividends Payable | 7,890 | ||||||||||||||||||||||||
Majority Shareholder [Member] | Series X Preferred Stock [Member] | |||||||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||||||||||
Dividends Payable | 30,827 | ||||||||||||||||||||||||
Investor [Member] | Series X Preferred Stock [Member] | |||||||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||||||||||
Dividends Payable | $ 23,101 | ||||||||||||||||||||||||
Issued to Each Related Party [Member] | |||||||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||||||||||
Share-Based Payment Arrangement, Expense | $ 24,645 | 49,290 | |||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period | 10 years | ||||||||||||||||||||||||
(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 | 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 | ||||||||||||||||||||||||
President [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, Noncash Expense | 11,909 | ||||||||||||||||||||||||
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 | |||||||||||||||||||||||
Shares Issued, Shares, Share-Based Payment Arrangement, before Forfeiture (in Shares) | shares | 1,000,000 | ||||||||||||||||||||||||
Director [Member] | June 1, 2020 [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 Payment Arrangement, Expense | $ 28,460 | ||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period | 10 years | ||||||||||||||||||||||||
Shares Issued, Shares, Share-Based Payment Arrangement, before Forfeiture (in Shares) | shares | 1,000,000 | ||||||||||||||||||||||||
Director [Member] | Investor [Member] | Accounts Payable [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 | ||||||||||||||||||||||||
Related Party [Member] | Series X Preferred Stock [Member] | |||||||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||||||||||
Common Stock Dividends, Shares (in Shares) | shares | 1,025,514 | ||||||||||||||||||||||||
Dividends, Preferred Stock, Stock | $ 31,528 | ||||||||||||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | shares | 26,227 | ||||||||||||||||||||||||
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 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 | ||||||||||||||||||||||||
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 | ||||||||||||||||||||||||
Restricted Stock [Member] | |||||||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||||||||||
Share-Based Payment Arrangement, Noncash Expense | 67,623 | ||||||||||||||||||||||||
Restricted Stock [Member] | Management [Member] | |||||||||||||||||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||||||||||||||||
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 | ||||||||||||||||||||||||
[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 $0.03 per share. |
Related Party Transactions (D_2
Related Party Transactions (Details) - Schedule of Stock by Class - Series X Preferred Stock [Member] - shares | Jun. 23, 2021 | Dec. 31, 2021 |
Class of Stock [Line Items] | ||
# shares | 2,000 | 24,227 |
Director [Member] | ||
Class of Stock [Line Items] | ||
# shares | 1,200 | |
Chief Executive Officer [Member] | ||
Class of Stock [Line Items] | ||
# shares | 2,000 | |
Director #2 [Member] | ||
Class of Stock [Line Items] | ||
# shares | 2,884 | |
Director #3 [Member] | ||
Class of Stock [Line Items] | ||
# shares | 2,400 | |
Irish Italian Retirement Fund [Member] | ||
Class of Stock [Line Items] | ||
# shares | 12,503 | |
Frank Lightmas [Member] | ||
Class of Stock [Line Items] | ||
# shares | 3,240 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Liabilities (Details) - Schedule of Accounts Payable and Accrued Liabilities - USD ($) | Jan. 07, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of Accounts Payable and Accrued Liabilities [Abstract] | |||
Trade accounts payable | $ 3,933,305 | $ 824,405 | |
Accrued payroll and payroll taxes | 23,554 | 244,926 | |
Other | $ 294,912.56 | 19,205 | 0 |
Total | $ 3,976,064 | $ 1,069,331 |
Right to Use Assets and Lease_3
Right to Use Assets and Lease Liabilities - Operating Leases (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure Text Block [Abstract] | ||
Operating Lease, Weighted Average Remaining Lease Term | 7 years 6 months | |
Operating Lease, Expense | $ 351,854 | $ 10,642 |
Operating Lease, Right-of-Use Asset, Amortization Expense | $ 162,276 | $ 4,318 |
Lessee, Operating Lease, Discount Rate | 12.00% |
Right to Use Assets and Lease_4
Right to Use Assets and Lease Liabilities - Operating Leases (Details) - Lease, Cost - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Lease, Cost [Abstract] | ||
Right to use assets, net | $ 3,886,866 | $ 310,361 |
Lease liability | 4,134,802 | 321,004 |
Less: current portion | (161,838) | (8,905) |
Lease liability, non-current | $ 3,972,964 | $ 312,099 |
Right to Use Assets and Lease_5
Right to Use Assets and Lease Liabilities - Operating Leases (Details) - Lessee, Operating Lease, Liability, Maturity - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Lessee, Operating Lease, Liability, Maturity [Abstract] | ||
For the period ended December 31, 2022 | $ 652,653 | |
For the period ended December 31, 2023 | 888,152 | |
For the period ended December 31, 2024 | 821,296 | |
For the period ended December 31, 2025 | 841,600 | |
For the period ended December 31, 2026 | 860,551 | |
Thereafter | 2,478,412 | |
Total | 6,542,664 | |
Less: Present value discount | (2,407,862) | |
Lease liability | $ 4,134,802 | $ 321,004 |
Debt (Details)
Debt (Details) - USD ($) | Dec. 30, 2021 | 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 | Oct. 15, 2020 | Dec. 31, 2021 | May 04, 2020 | Apr. 25, 2020 |
Series C Debenture [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 | |||||||||||||
Series C Debenture [Member] | Principal [Member] | ||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||
Debt Conversion, Original Debt, Amount | 110,833 | |||||||||||||
Series C Debenture [Member] | Accrued Interest [Member] | ||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||
Debt Conversion, Original Debt, Amount | 71,526 | |||||||||||||
Series D Debenture [Member] | Principal [Member] | ||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||
Debt Conversion, Original Debt, Amount | 11,333 | |||||||||||||
Series D Debenture [Member] | Accrued Interest [Member] | ||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||
Debt Conversion, Original Debt, Amount | $ 8,722 | |||||||||||||
Convertible Note A [Member] | ||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||
Gain (Loss) on Extinguishment of Debt | $ 1,201 | |||||||||||||
Repayments of Debt | 55,368 | |||||||||||||
Convertible Note A [Member] | Principal [Member] | ||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||
Repayments of Debt | 41,000 | |||||||||||||
Convertible Note A [Member] | Accrued Interest [Member] | ||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||
Repayments of Debt | $ 13,167 | |||||||||||||
Eagle Equities Note 4 [Member] | ||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 3,505,964 | 4,123,750 | ||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 0.01224 | $ 0.012 | ||||||||||||
Eagle Equities Note 4 [Member] | Principal [Member] | ||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||
Debt Conversion, Original Debt, Amount | $ 39,000 | $ 45,000 | ||||||||||||
Eagle Equities Note 4 [Member] | Accrued Interest [Member] | ||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||
Debt Conversion, Original Debt, Amount | $ 3,913 | $ 4,485 | ||||||||||||
Eagle Equities Note 5 [Member] | ||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 4,319,378 | 4,463,507 | ||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 0.01266 | $ 0.01224 | ||||||||||||
Eagle Equities Note 5 [Member] | Principal [Member] | ||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||
Debt Conversion, Original Debt, Amount | $ 50,000 | $ 50,000 | ||||||||||||
Eagle Equities Note 5 [Member] | Accrued Interest [Member] | ||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||
Debt Conversion, Original Debt, Amount | $ 4,683 | $ 4,633 | ||||||||||||
Eagle Equities Note 6 [Member] | ||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 7,285,062 | 6,449,610 | ||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 0.01575 | $ 0.0154 | ||||||||||||
Eagle Equities Note 6 [Member] | Principal [Member] | ||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||
Debt Conversion, 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 7 [Member] | ||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 1,184,148 | |||||||||||||
Debt Conversion, Original Debt, Amount | $ 200,200 | |||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 0.24984 | |||||||||||||
Eagle Equities Note 7 [Member] | Principal [Member] | ||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||
Debt Conversion, Original Debt, Amount | $ 200,200 | |||||||||||||
Eagle Equities Note 8 [Member] | ||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 639,593 | |||||||||||||
Debt Conversion, Original Debt, Amount | $ 114,400 | |||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 0.23851 | |||||||||||||
Eagle Equities Note 8 [Member] | Principal [Member] | ||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||
Debt Conversion, Original Debt, Amount | $ 114,400 | |||||||||||||
Eagle Equities Note 9 [Member] | ||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 605,177 | |||||||||||||
Debt Conversion, Original Debt, Amount | $ 114,400 | |||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 0.24984 | |||||||||||||
Eagle Equities Note 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 | |||||||||||||
Debt Conversion, Original Debt, Amount | $ 200,200 | |||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 0.23748 | |||||||||||||
Eagle Equities Note 10 [Member] | Principal [Member] | ||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||
Debt Conversion, Original Debt, Amount | $ 200,200 | |||||||||||||
PPP Loan [Member] | ||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||
Debt Instrument, Face Amount | $ 460,000 | $ 460,000 | ||||||||||||
Notes Payable | $ 460,406 | |||||||||||||
Howe Note [Member] | ||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||
Debt Instrument, Face Amount | $ 1,000,000 | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||||||||||
Debt Instrument, Maturity Date, Description | maturity date that is the earlier of (i) six (6) months from the date of execution, or (ii) the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE | |||||||||||||
Proceeds from Issuance of Debt | $ 850,000 | |||||||||||||
Debt Original Issue Discount Rate | 18.00% | |||||||||||||
Class of Warrant or Rights, Granted (in Shares) | 2 | |||||||||||||
Warrant or Right, Reason for Issuance, Description | entitling the Lender to purchase (i) 2,100,000 shares of the Borrower’s common stock on substantially the same terms as the Series A warrant issued in connection with the Borrower’s Series D Convertible Preferred Stock, and (ii) 2,100,000 shares of the Borrower’s common stock on substantially the same terms as the Series B warrant issued in connection with the Borrower’s Series D Convertible Preferred Stock. 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 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 | |||||||||||||
Debt Instrument, Unamortized Discount | $ 261,568 |
Debt (Details) - Schedule of De
Debt (Details) - Schedule of Debt - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Debt (Details) - Schedule of Debt [Line Items] | ||
Notes Payable | $ 738,432 | $ 1,196,366 |
Total notes payable | 1,198,838 | 1,656,772 |
Less: Discount | (150,000) | (756,795) |
Notes payable - net of discount | 1,048,838 | 899,977 |
Current Portion, net of discount | 1,048,838 | 899,977 |
Long-term portion, net of discount | 0 | 0 |
PPP Loan [Member] | ||
Debt (Details) - Schedule of Debt [Line Items] | ||
Notes Payable | 460,406 | $ 460,406 |
Notes payable - net of discount | $ 460,406 |
Derivative Liabilities (Details
Derivative Liabilities (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2019 |
Disclosure Text Block [Abstract] | ||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value | $ 0 | $ 807,682 |
Derivative Liabilities (Detai_2
Derivative Liabilities (Details) - Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Abstract] | |
Conversion features issued | $ 1,273,463 |
Settled upon conversion or exercise | (1,296,416) |
Settled upon payment of note | (148,949) |
(Loss) Gain on revaluation | (508,839) |
Balance | $ 807,682 |
Stockholders' Equity (Deficit_2
Stockholders' Equity (Deficit) (Details) | Mar. 18, 2022$ / sharesshares | Mar. 17, 2022shares | Jan. 07, 2022$ / sharesshares | Nov. 19, 2021USD ($)$ / shares | Nov. 10, 2021USD ($)$ / sharesshares | Oct. 18, 2021USD ($)$ / sharesshares | Aug. 26, 2021USD ($)$ / sharesshares | Aug. 17, 2021USD ($)shares | Jun. 23, 2021$ / sharesshares | May 12, 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, 2021USD ($)$ / sharesshares | Jan. 06, 2021USD ($)$ / sharesshares | Jan. 04, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 14, 2020USD ($)$ / sharesshares | Aug. 27, 2020USD ($)shares | May 27, 2020USD ($)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 | May 26, 2021$ / sharesshares | Mar. 31, 2022shares | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Jun. 30, 2022$ / shares | Dec. 31, 2019$ / sharesshares | |
Stockholders' Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Common Stock, Shares Authorized | 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 | ||||||||||||||||||||||||||||||||||||
Common Stock, Shares, Outstanding | 155,381,183 | 213,333,170 | 155,381,183 | ||||||||||||||||||||||||||||||||||||||
Common Stock, Shares, Issued | 155,381,183 | 213,333,170 | 155,381,183 | ||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 63,374,555 | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ / shares | $ 0.25 | ||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount (in Dollars) | $ | $ 0 | $ 1,633,406 | |||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 461,358 | 6,672,000 | |||||||||||||||||||||||||||||||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ / shares | $ 0.25 | $ 0.01 | $ 0.26 | $ 0.31 | $ 0.25 | $ 0.0305 | $ 0.25 | $ 0.0305 | $ 0.034 | ||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues (in Dollars) | $ | $ 1,668,000 | $ 1,668,000 | |||||||||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period | 2,500,000 | 336,000 | 5,116,668 | 8,652,668 | |||||||||||||||||||||||||||||||||||||
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 | $ 0.03 | [1] | ||||||||||||||||||||||||||||||||||||
Conversion of Stock, Shares Issued | 600,000 | 4,000,001 | 4,237,424 | ||||||||||||||||||||||||||||||||||||||
Number of Individuals | 4 | ||||||||||||||||||||||||||||||||||||||||
Conversion of Stock, Shares Converted | 4,800 | 1,059,356 | |||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 312,800 | 1,962 | 300,000 | 386,985 | 2,901,440 | ||||||||||||||||||||||||||||||||||||
Stock Repurchased and Retired During Period, Shares | 2,000,000 | ||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Other | 637,953 | 2,151,204 | |||||||||||||||||||||||||||||||||||||||
Shares Issued, Shares, Share-Based Payment Arrangement, before Forfeiture | 312,800 | ||||||||||||||||||||||||||||||||||||||||
Shares Issued, Value, Share-Based Payment Arrangement, before Forfeiture (in Dollars) | $ | $ 78,200 | ||||||||||||||||||||||||||||||||||||||||
APIC, Share-Based Payment Arrangement, Increase for Cost Recognition (in Dollars) | $ | $ 13,032 | ||||||||||||||||||||||||||||||||||||||||
APIC, Share-Based Payment Arrangement, Option, Increase for Cost Recognition (in Dollars) | $ | $ 676,423 | $ 421,502 | |||||||||||||||||||||||||||||||||||||||
Class of Warrants, Exercised | 0 | (8,382,382) | |||||||||||||||||||||||||||||||||||||||
Gains (Losses) on Restructuring of Debt (in Dollars) | $ | $ 24,894 | $ 0 | $ 6,988 | ||||||||||||||||||||||||||||||||||||||
Number of Transactions | 19 | ||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Issued for Services (in Dollars) | $ | $ 78,200 | 222,480 | $ 7,680 | ||||||||||||||||||||||||||||||||||||||
Gain on Settlement of Accounts Payable and Accrued Liabilities (in Dollars) | $ | $ 6,988 | (37,186) | |||||||||||||||||||||||||||||||||||||||
Share-Based Payment Arrangement, Noncash Expense (in Dollars) | $ | 1,039,843 | 568,363 | |||||||||||||||||||||||||||||||||||||||
APIC, Share-Based Payment Arrangement, Other, Increase for Cost Recognition (in Dollars) | $ | $ (421,502) | ||||||||||||||||||||||||||||||||||||||||
Preferred Stock Dividends, Shares | 2,151,204 | ||||||||||||||||||||||||||||||||||||||||
Preferred Stock, Shares Authorized | 100,000,000 | 100,000,000 | |||||||||||||||||||||||||||||||||||||||
Dividends, Preferred Stock (in Dollars) | $ | $ 185,202 | $ 75,535 | |||||||||||||||||||||||||||||||||||||||
Units Sold | 3,000,000 | ||||||||||||||||||||||||||||||||||||||||
Unit Price Per Unit (in Dollars per share) | $ / shares | $ 1 | ||||||||||||||||||||||||||||||||||||||||
Unit Description | (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 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 | 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 (in Dollars) | $ | $ 3,000,000 | ||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 2,257,500 | 4,252,500 | 12,600,000 | ||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ / shares | $ 0.75 | $ 0.75 | $ 0.75 | ||||||||||||||||||||||||||||||||||||||
Warrants and Rights Outstanding, Term | 5 years | 5 years | |||||||||||||||||||||||||||||||||||||||
Class of Warrant or Rights, Granted | 6,300,000 | 29,820,000 | 6,582,382 | ||||||||||||||||||||||||||||||||||||||
(in Dollars per share) | $ / shares | $ 0.03 | ||||||||||||||||||||||||||||||||||||||||
Loss on modification of options (in Dollars) | $ | $ 4,113 | ||||||||||||||||||||||||||||||||||||||||
Share-Based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount (in Dollars) | $ | $ 3,154,383 | $ 3,154,383 | |||||||||||||||||||||||||||||||||||||||
Stock Subscribed [Member] | |||||||||||||||||||||||||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Gain on Settlement of Accounts Payable and Accrued Liabilities (in Dollars) | $ | $ (37,186) | ||||||||||||||||||||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Common Stock, Shares, Outstanding | 155,381,183 | 213,333,170 | 155,381,183 | 81,268,443 | |||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 6,672,000 | ||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues (in Dollars) | $ | $ 66,750 | ||||||||||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period | 8,281,668 | ||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 1,099,320 | 200,000 | |||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Other | 7,999,996 | ||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 386,985 | ||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Issued for Services (in Dollars) | $ | $ 10,963 | $ 2,000 | |||||||||||||||||||||||||||||||||||||||
Preferred Stock, Dividend Rate, Percentage | 10.00% | 10.00% | |||||||||||||||||||||||||||||||||||||||
Minimum [Member] | |||||||||||||||||||||||||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ / shares | $ 0.0108 | $ 0.0108 | |||||||||||||||||||||||||||||||||||||||
Maximum [Member] | |||||||||||||||||||||||||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ / shares | $ 0.012 | $ 0.012 | |||||||||||||||||||||||||||||||||||||||
Agreement with Investors Regarding Exercise Price of Warrants [Member] | |||||||||||||||||||||||||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 1,000,000 | ||||||||||||||||||||||||||||||||||||||||
Class of Warrants, Exercised | 2,769,482 | ||||||||||||||||||||||||||||||||||||||||
Other Nonoperating Gains (Losses) (in Dollars) | $ | $ 77,652 | ||||||||||||||||||||||||||||||||||||||||
Cashless Exercise of Warrants [Member] | |||||||||||||||||||||||||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 4,098,556 | ||||||||||||||||||||||||||||||||||||||||
Class of Warrants, Exercised | 4,480,938 | ||||||||||||||||||||||||||||||||||||||||
Other Nonoperating Gains (Losses) (in Dollars) | $ | $ 182,295 | ||||||||||||||||||||||||||||||||||||||||
Additional Shares for Variable Conversion Feature on Warrants [Member] | |||||||||||||||||||||||||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 1,011,967 | ||||||||||||||||||||||||||||||||||||||||
Options Exercise Price $0.04 [Member] | |||||||||||||||||||||||||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
(in Dollars per share) | $ / shares | $ 0.04 | ||||||||||||||||||||||||||||||||||||||||
Options Modified | 150,000 | ||||||||||||||||||||||||||||||||||||||||
Options Exercise Price $0.05 [Member] | |||||||||||||||||||||||||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
(in Dollars per share) | $ / shares | $ 0.05 | ||||||||||||||||||||||||||||||||||||||||
Options Modified | 7,450,000 | ||||||||||||||||||||||||||||||||||||||||
Options Exercise Price $0.06 [Member] | |||||||||||||||||||||||||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
(in Dollars per share) | $ / shares | $ 0.06 | ||||||||||||||||||||||||||||||||||||||||
Options Modified | 1,000,000 | ||||||||||||||||||||||||||||||||||||||||
Options Exercise Price $12.40 [Member] | |||||||||||||||||||||||||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
(in Dollars per share) | $ / shares | $ 21.4 | ||||||||||||||||||||||||||||||||||||||||
Options Modified | 67,879 | ||||||||||||||||||||||||||||||||||||||||
Principal [Member] | |||||||||||||||||||||||||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount (in Dollars) | $ | $ 813,000 | ||||||||||||||||||||||||||||||||||||||||
Accrued Interest [Member] | |||||||||||||||||||||||||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount (in Dollars) | $ | $ 70,658 | ||||||||||||||||||||||||||||||||||||||||
Eagle Equities Note 4 [Member] | |||||||||||||||||||||||||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 3,505,964 | 4,123,750 | |||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ / shares | $ 0.01224 | $ 0.012 | |||||||||||||||||||||||||||||||||||||||
Eagle Equities Note 4 [Member] | Principal [Member] | |||||||||||||||||||||||||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount (in Dollars) | $ | $ 39,000 | $ 45,000 | |||||||||||||||||||||||||||||||||||||||
Eagle Equities Note 4 [Member] | Accrued Interest [Member] | |||||||||||||||||||||||||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount (in Dollars) | $ | $ 3,913 | $ 4,485 | |||||||||||||||||||||||||||||||||||||||
Eagle Equities Note 5 [Member] | |||||||||||||||||||||||||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 4,319,378 | 4,463,507 | |||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ / shares | $ 0.01266 | $ 0.01224 | |||||||||||||||||||||||||||||||||||||||
Eagle Equities Note 5 [Member] | Principal [Member] | |||||||||||||||||||||||||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount (in Dollars) | $ | $ 50,000 | $ 50,000 | |||||||||||||||||||||||||||||||||||||||
Eagle Equities Note 5 [Member] | Accrued Interest [Member] | |||||||||||||||||||||||||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount (in Dollars) | $ | $ 4,683 | $ 4,633 | |||||||||||||||||||||||||||||||||||||||
Eagle Equities Note 6 [Member] | |||||||||||||||||||||||||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 7,285,062 | 6,449,610 | |||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ / shares | $ 0.01575 | $ 0.0154 | |||||||||||||||||||||||||||||||||||||||
Eagle Equities Note 6 [Member] | Principal [Member] | |||||||||||||||||||||||||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount (in Dollars) | $ | $ 107,200 | $ 93,000 | |||||||||||||||||||||||||||||||||||||||
Eagle Equities Note 6 [Member] | Accrued Interest [Member] | |||||||||||||||||||||||||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount (in Dollars) | $ | $ 7,540 | $ 6,324 | |||||||||||||||||||||||||||||||||||||||
Eagle Equities Note 7 [Member] | |||||||||||||||||||||||||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 1,184,148 | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ / shares | $ 0.24984 | ||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount (in Dollars) | $ | $ 200,200 | ||||||||||||||||||||||||||||||||||||||||
Eagle Equities Note 8 [Member] | |||||||||||||||||||||||||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 639,593 | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ / shares | $ 0.23851 | ||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount (in Dollars) | $ | $ 114,400 | ||||||||||||||||||||||||||||||||||||||||
Eagle Equities Note 9 [Member] | |||||||||||||||||||||||||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 605,177 | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ / shares | $ 0.24984 | ||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount (in Dollars) | $ | $ 114,400 | ||||||||||||||||||||||||||||||||||||||||
Eagle Equities Note 10 [Member] | |||||||||||||||||||||||||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 1,095,131 | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ / shares | $ 0.23748 | ||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount (in Dollars) | $ | $ 200,200 | ||||||||||||||||||||||||||||||||||||||||
Series X Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 2,000 | 24,227 | |||||||||||||||||||||||||||||||||||||||
Number of Note Holders | 2 | ||||||||||||||||||||||||||||||||||||||||
Preferred Stock, Shares Authorized | 27,324 | ||||||||||||||||||||||||||||||||||||||||
Dividends, Preferred Stock (in Dollars) | $ | $ 0 | $ 65,568 | |||||||||||||||||||||||||||||||||||||||
Dividends Payable, Current (in Dollars) | $ | $ 61,818 | ||||||||||||||||||||||||||||||||||||||||
Preferred Stock, Dividend Payment Terms | The Company reserves the right to pay the dividends in shares of the Company’s common stock at a price equal to the average closing price over the five days prior to the date of the dividend declaration. | ||||||||||||||||||||||||||||||||||||||||
Preferred Stock, Voting Rights | Each one share of the Series X Preferred Stock is entitled to 20,000 votes | ||||||||||||||||||||||||||||||||||||||||
Preferred Stock, Dividend Rate, Percentage | 10.00% | ||||||||||||||||||||||||||||||||||||||||
Preferred Stock, Shares Outstanding | 26,227 | 24,227 | 26,227 | ||||||||||||||||||||||||||||||||||||||
Preferred Stock, Par or Stated Value Per Share (in Dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||||||||||||||||||||||||||||
Preferred Stock, Liquidation Preference Per Share (in Dollars per share) | $ / shares | $ 25 | ||||||||||||||||||||||||||||||||||||||||
Dividends Payable (in Dollars) | $ | $ 0 | $ 61,818 | $ 0 | ||||||||||||||||||||||||||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ / shares | $ 14.91 | ||||||||||||||||||||||||||||||||||||||||
Conversion of Stock, Shares Issued | 600,000 | ||||||||||||||||||||||||||||||||||||||||
Number of Individuals | 4 | ||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 4,800 | ||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Issued for Services (in Dollars) | $ | $ 71,558 | $ 71,558 | |||||||||||||||||||||||||||||||||||||||
Preferred Stock, Shares Authorized | 500,000 | ||||||||||||||||||||||||||||||||||||||||
Dividends, Preferred Stock (in Dollars) | $ | $ 1,000 | ||||||||||||||||||||||||||||||||||||||||
Dividends Payable, Current (in Dollars) | $ | $ 9,967 | ||||||||||||||||||||||||||||||||||||||||
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 | ||||||||||||||||||||||||||||||||||||||||
Preferred Stock, Shares Outstanding | 4,800 | 0 | 4,800 | ||||||||||||||||||||||||||||||||||||||
Preferred Stock, Par or Stated Value Per Share (in Dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||||||||||||||||||||||||||||
Series A Preferred Stock [Member] | Common Stock [Member] | |||||||||||||||||||||||||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Conversion of Stock, Shares Issued | 600,000 | ||||||||||||||||||||||||||||||||||||||||
Series C Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 3,000,000 | ||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues (in Dollars) | $ | $ 1,491,283 | ||||||||||||||||||||||||||||||||||||||||
Conversion of Stock, Shares Issued | 4,000,001 | 4,237,424 | |||||||||||||||||||||||||||||||||||||||
Conversion of Stock, Shares Converted | 1,000,000 | 1,059,356 | |||||||||||||||||||||||||||||||||||||||
Preferred Stock, Shares Authorized | 3,000,000 | ||||||||||||||||||||||||||||||||||||||||
Dividends, Preferred Stock (in Dollars) | $ | $ 87,059 | ||||||||||||||||||||||||||||||||||||||||
Preferred Stock, Dividend Payment Terms | Dividends. Each share of Series C Preferred Stock accrues dividends on a quarterly basis in arrears, at the rate of 6% per annum of the Stated Value ($1.05 per share plus any accrued but unpaid dividends) and is to be paid within 15 days after the end of each of our fiscal quarters. Each holder of the Series C Preferred Stock is entitled to receive dividends or distributions on each share of the Series C Preferred Stock on an as converted into Common Stock basis when and if dividends are declared on the Common Stock by our Board of Directors. | ||||||||||||||||||||||||||||||||||||||||
Proceeds from Issuance or Sale of Equity (in Dollars) | $ | $ 3,000,000 | ||||||||||||||||||||||||||||||||||||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 12,600,000 | ||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 2,257,500 | 6,300,000 | |||||||||||||||||||||||||||||||||||||||
Preferred Stock, Voting Rights | Voting Rights. Holders of the Series C Preferred Stock have the right to vote on any matter presented to holders of our Common Stock for their action or consideration at any meeting of the stockholders (or by written consent of stockholders in lieu of meeting), each holder of our Series C Preferred Stock shall be entitled to cast the number of votes equal to the number of whole shares of Common Stock into which the shares of Series C preferred Stock held by such holder, as described below, are convertible as of the record date for determining stockholders entitled to vote on (or consent to) such matter, voting with the Common Stock as a single class. | ||||||||||||||||||||||||||||||||||||||||
Preferred Stock, Convertible, Terms | Conversion. Each holder of our Series C Preferred Stock is entitled to convert their shares of Series C Preferred Stock, in whole or in part, at the Conversion Rate, which is determined by dividing the Conversion Amount (the Stated Value of $1.05, plus any accrued but unpaid dividends) by the Conversion Price ($0.25 per share). In addition, upon certain triggering events, the holders of our Series C Preferred Stock have the right to convert their Series C Preferred Stock at the lesser of the Conversion Price or 75% of the average VWAP for the five trading days prior to the date of the notice of conversion. The Conversion Price is subject to adjustment upon certain stock splits and recapitalization as well as upon the sale of Common Stock or Common Stock Equivalents. Each share of the Series C Preferred Stock is convertible at the option of the holder thereof, or automatically or upon the closing of an underwritten offering of at least $10 million of the Company’s securities or upon listing of the Company’s Common Stock on a national securities exchange | ||||||||||||||||||||||||||||||||||||||||
Preferred Stock, Dividend Rate, Percentage | 6.00% | ||||||||||||||||||||||||||||||||||||||||
Preferred Stock, Redemption Terms | Redemption Rights. Upon receipt of a conversion notice, we have the right (but not the obligation) to redeem all or part of the Series C Preferred Stock (which the applicable holder of the Series C Preferred Stock is seeking to convert) at a price per share equal to the product of 125% of the (1) Stated Value plus (2) the Additional Amount (the “Redemption Price”). If we decide to exercise the redemption right, within one trading day, we shall deliver written notice to such holder(s) of Series C Preferred Stock that the Series C Preferred Stock will be redeemed (the “Redemption Notice”) on the date that is three trading days following the date of the Redemption Notice (such date, the “Redemption Date”). On the Redemption Date, we shall redeem the shares of Series C Preferred Stock specified in such request by paying in cash therefor a sum per share equal to the Redemption Price. In no event shall a Redemption Notice be given if we may not lawfully redeem our capital stock. On or before the Redemption Date, the Redemption Price for such shares shall be paid by wire transfer of immediately available funds to an account designated in writing by the applicable holder. | ||||||||||||||||||||||||||||||||||||||||
Preferred Stock, Preemptive Rights | Preemptive or Similar Rights Additionally, except for a public offering or certain exempt issuances of our securities, holders of the Series C Preferred Stock shall have the right to participate in any offering of our Common Stock or Common Stock Equivalents (as defined in the COD) in a transaction exempt from registration under the Securities Act in an amount equal to an aggregate of 30% of the financing on the same terms, conditions and price provided to investors in such an offering, such right shall expire on the 15 month anniversary of the issuance date of the Series C Preferred Stock. Further, until the earlier of 18 months from the issuance date of the Series C Preferred Stock and the date that there are less than 20% of the shares of Series C Preferred Stock outstanding, the Investors have most favored nations protection in the event we issue or sell Common Stock or Common Stock Equivalents that the Investors believe are more favorable than the terms and conditions under the Private Placement. | ||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ / shares | $ 0.5 | ||||||||||||||||||||||||||||||||||||||||
Preferred Stock, Convertible, Conversion Price (in Dollars per share) | $ / shares | $ 0.25 | $ 0.25 | |||||||||||||||||||||||||||||||||||||||
Preferred Stock, Shares Outstanding | 0 | 940,644 | 0 | ||||||||||||||||||||||||||||||||||||||
Preferred Stock, Par or Stated Value Per Share (in Dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||||||||||||||||||||||||||||
Series C Preferred Stock [Member] | Common Stock [Member] | |||||||||||||||||||||||||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Conversion of Stock, Shares Issued | 8,237,425 | ||||||||||||||||||||||||||||||||||||||||
Series D Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 1,075,000 | 2,050,000 | |||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues (in Dollars) | $ | $ 1,719,018 | ||||||||||||||||||||||||||||||||||||||||
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 | |||||||||||||||||||||||||||||||||||||||
Dividends, Preferred Stock (in Dollars) | $ | $ 35,327 | ||||||||||||||||||||||||||||||||||||||||
Preferred Stock, Dividend Payment Terms | Dividends. Each share of Series D Preferred Stock accrues dividends on a quarterly basis in arrears, at the rate of 6% per annum of the Stated Value ($1.05 per share plus any accrued but unpaid dividends) and is to be paid within 15 days after the end of each of our fiscal quarters. Each holder of the Series C Preferred Stock is entitled to receive dividends or distributions on each share of the Series D Preferred Stock on an as converted into Common Stock basis when and if dividends are declared on the Common Stock by our Board of Directors. | ||||||||||||||||||||||||||||||||||||||||
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 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 (in Dollars) | $ | $ 999,250 | $ 1,874,450 | |||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 4,252,500 | ||||||||||||||||||||||||||||||||||||||||
Preferred Stock, Voting Rights | Voting Rights. Holders of the Series D Preferred Stock have the right to vote on any matter presented to holders of our Common Stock for their action or consideration at any meeting of the stockholders (or by written consent of stockholders in lieu of meeting), each holder of our Series C Preferred Stock shall be entitled to cast the number of votes equal to the number of whole shares of Common Stock into which the shares of Series D preferred Stock held by such holder, as described below, are convertible as of the record date for determining stockholders entitled to vote on (or consent to) such matter, voting with the Common Stock as a single class. | ||||||||||||||||||||||||||||||||||||||||
Preferred Stock, Convertible, Terms | Conversion. Each holder of our Series D Preferred Stock is entitled to convert their shares of Series D Preferred Stock, in whole or in part, at the Conversion Rate, which is determined by dividing the Conversion Amount (the Stated Value of $1.05, plus any accrued but unpaid dividends) by the Conversion Price ($0.25 per share). In addition, upon certain triggering events, the holders of our Series C Preferred Stock have the right to convert their Series D Preferred Stock at the lesser of the Conversion Price or 75% of the average VWAP for the five trading days prior to the date of the notice of conversion. The Conversion Price is subject to adjustment upon certain stock splits and recapitalization as well as upon the sale of Common Stock or Common Stock Equivalents. Each share of the Series D Preferred Stock is convertible at the option of the holder thereof, or automatically or upon the closing of an underwritten offering of at least $10 million of the Company’s securities or upon listing of the Company’s Common Stock on a national securities exchange. | ||||||||||||||||||||||||||||||||||||||||
Preferred Stock, Dividend Rate, Percentage | 6.00% | ||||||||||||||||||||||||||||||||||||||||
Preferred Stock, Redemption Terms | Redemption Rights. Upon receipt of a conversion notice, we have the right (but not the obligation) to redeem all or part of the Series D Preferred Stock (which the applicable holder of the Series D Preferred Stock is seeking to convert) at a price per share equal to the product of 125% of the (1) Stated Value plus (2) the Additional Amount (the “Redemption Price”). If we decide to exercise the redemption right, within one trading day, we shall deliver written notice to such holder(s) of Series D Preferred Stock that the Series D Preferred Stock will be redeemed (the “Redemption Notice”) on the date that is three trading days following the date of the Redemption Notice (such date, the “Redemption Date”). On the Redemption Date, we shall redeem the shares of Series D Preferred Stock specified in such request by paying in cash therefor a sum per share equal to the Redemption Price. In no event shall a Redemption Notice be given if we may not lawfully redeem our capital stock. On or before the Redemption Date, the Redemption Price for such shares shall be paid by wire transfer of immediately available funds to an account designated in writing by the applicable holder. | ||||||||||||||||||||||||||||||||||||||||
Preferred Stock, Preemptive Rights | Preemptive or Similar Rights Additionally, except for a public offering or certain exempt issuances of our securities, holders of the Series D Preferred Stock shall have the right to participate in any offering of our Common Stock or Common Stock Equivalents (as defined in the COD) in a transaction exempt from registration under the Securities Act in an amount equal to an aggregate of 30% of the financing on the same terms, conditions and price provided to investors in such an offering, such right shall expire on the 15 month anniversary of the issuance date of the Series D Preferred Stock. Further, until the earlier of 18 months from the issuance date of the Series D Preferred Stock and the date that there are less than 20% of the shares of Series D Preferred Stock outstanding, the Investors have most favored nations protection in the event we issue or sell Common Stock or Common Stock equivalents that the Investors believe are more favorable than the terms and conditions under the Private Placement. | ||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ / shares | $ 0.5 | $ 0.5 | |||||||||||||||||||||||||||||||||||||||
Preferred Stock, Convertible, Conversion Price (in Dollars per share) | $ / shares | $ 0.25 | ||||||||||||||||||||||||||||||||||||||||
Proceeds from Issuance of Private Placement (in Dollars) | $ | $ 3,100,000 | ||||||||||||||||||||||||||||||||||||||||
Preferred Stock, No Par Value (in Dollars per share) | $ / shares | $ 0.01 | ||||||||||||||||||||||||||||||||||||||||
Payments of Stock Issuance Costs (in Dollars) | $ | $ 75,750 | $ 125,500 | |||||||||||||||||||||||||||||||||||||||
Preferred Stock, Shares Outstanding | 0 | 3,100,000 | 0 | ||||||||||||||||||||||||||||||||||||||
Preferred Stock, Par or Stated Value Per Share (in Dollars per share) | $ / shares | $ 0.01 | $ 1.05 | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||||||||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Common Stock, Par or Stated Value Per Share (in Dollars per share) | $ / shares | $ 0.01 | ||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 3,179,650 | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ / shares | $ 0.25 | ||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Other | 1,720,000 | ||||||||||||||||||||||||||||||||||||||||
Restricted Stock, Shares Issued Net of Shares for Tax Withholdings | 600,000 | ||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ / shares | $ 0.5 | ||||||||||||||||||||||||||||||||||||||||
Class of Warrant or Rights, Granted | 750,000 | ||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Series C Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 411,000 | ||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Series D Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 1,271,000 | ||||||||||||||||||||||||||||||||||||||||
Accrued Liabilities [Member] | |||||||||||||||||||||||||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 625,764 | 479,464 | |||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount (in Dollars) | $ | $ 156,441 | ||||||||||||||||||||||||||||||||||||||||
Accrued Liabilities [Member] | Stock Subscribed [Member] | |||||||||||||||||||||||||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 146,300 | ||||||||||||||||||||||||||||||||||||||||
Services [Member] | Common Stock [Member] | |||||||||||||||||||||||||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 200,000 | ||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Issued for Services (in Dollars) | $ | $ 7,680 | ||||||||||||||||||||||||||||||||||||||||
Share-Based Payment Arrangement [Member] | |||||||||||||||||||||||||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Share-Based Payment Arrangement, Noncash Expense (in Dollars) | $ | $ 67,623 | ||||||||||||||||||||||||||||||||||||||||
Share-Based Payment Arrangement, Option [Member] | |||||||||||||||||||||||||||||||||||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||
APIC, Share-Based Payment Arrangement, Option, Increase for Cost Recognition (in Dollars) | $ | $ 164,647 | ||||||||||||||||||||||||||||||||||||||||
[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_3
Stockholders' Equity (Deficit) (Details) - Share-based Payment Arrangement, Option, Exercise Price Range - $ / shares | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Abstract] | ||||
Range of exercise prices | $ 0.03 | |||
Range of exercise prices | $ 0.39 | |||
Number of options outstanding (in Shares) | 18,746,211 | 13,453,879 | 67,879 | |
Weighted average remaining contractual life (years) | 9 years 1 month 6 days | |||
Weighted average exercise price of outstanding options | [1] | $ 0.2 | $ 0.03 | $ 0.03 |
Number of options exercisable (in Shares) | [2] | 5,502,877 | ||
Weighted average exercise price of exercisable options | [1] | $ 0.11 | ||
[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 | May 12, 2021 | Feb. 22, 2021 | Dec. 28, 2020 | Mar. 02, 2020 | Jun. 29, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |||
Share-based Payment Arrangement, Option, Activity [Abstract] | ||||||||||
Outstanding, Number of Shares | 13,453,879 | 67,879 | ||||||||
Outstanding, Weighted-Average Exercise Price | [1] | $ 0.03 | $ 0.03 | |||||||
Exercisable, Number of Shares | [2] | 5,502,877 | ||||||||
Exercisable, Weighted-Average Exercise Price | [1] | $ 0.11 | ||||||||
Granted, Number of Shares | 14,295,000 | 14,886,000 | ||||||||
Granted, Weighted-Average Exercise Price | $ 0.03 | $ 0.05 | $ 0.26 | [1] | $ 0.03 | [1] | ||||
Cancelled, Number of Shares | (350,000) | (1,500,000) | ||||||||
Cancelled, Weighted-Average Exercise Price | [1] | $ 0.03 | $ 0.03 | |||||||
Exercised, Number of Shares | (2,500,000) | (336,000) | (5,116,668) | (8,652,668) | ||||||
Exercised, Weighted-Average Exercise Price | $ 0.03 | $ 0.03 | $ 0.03 | $ 0.03 | [1] | |||||
Outstanding, Number of Shares | 18,746,211 | 13,453,879 | ||||||||
Outstanding, Weighted-Average Exercise Price | [1] | $ 0.2 | $ 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' Equity (Deficit_5
Stockholders' Equity (Deficit) (Details) - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Stockholders' Equity (Deficit) (Details) - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Line Items] | ||
Dividends | 0.00% | 0.00% |
Term (years) | 5 years | |
Minimum [Member] | ||
Stockholders' Equity (Deficit) (Details) - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Line Items] | ||
Volatility | 153.50% | 149.40% |
Risk-free interest rates | 0.82% | 0.55% |
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% |
Risk-free interest rates | 1.69% | 1.30% |
Term (years) | 6 years 6 months |
Stockholders' Equity (Deficit_6
Stockholders' Equity (Deficit) (Details) - Schedule of Stockholders' Equity Note, Warrants or Rights - $ / shares | Mar. 25, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of Stockholders' Equity Note, Warrants or Rights [Abstract] | |||
Outstanding, Number of Shares | 0 | 1,800,000 | |
Outstanding, Weighted Average Exercise Price | $ 0 | $ 0.00858 | |
Granted, Number of Shares | 6,300,000 | 29,820,000 | 6,582,382 |
Granted, Weighted Average Exercise Price | $ 0.625 | $ 0.00858 | |
Exercised, Number of Shares | 0 | (8,382,382) | |
Exercised, Weighted Average Exercise Price | $ 0 | $ 0.0561 | |
Outstanding, Number of Shares | 29,820,000 | 0 | |
Outstanding, Weighted Average Exercise Price | $ 0.625 | $ 0 |
Income Taxes (Details)
Income Taxes (Details) | Dec. 31, 2021USD ($) |
Income Tax Disclosure [Abstract] | |
Operating Loss Carryforwards | $ 8.1 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of Components of Income Tax Expense (Benefit) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of Components of Income Tax Expense (Benefit) [Abstract] | ||
Current | $ 0 | $ 0 |
Deferred | 0 | 0 |
Total | $ 0 | $ 0 |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of Effective Income Tax Rate Reconciliation - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of Effective Income Tax Rate Reconciliation [Abstract] | ||
Expected tax at statutory rates | $ (2,351,000) | $ (617,000) |
Expected tax at statutory rates | 21.00% | 21.00% |
Permanent Differences | $ 692,000 | $ (42,000) |
Permanent Differences | 6.00% | 1.00% |
State Income Tax, Net of Federal benefit | $ (612,000) | $ 0 |
State Income Tax, Net of Federal benefit | 5.00% | 0.00% |
Current Year Change in Valuation Allowance | $ 2,291,000 | $ 659,000 |
Current Year Change in Valuation Allowance | 20.00% | 22.00% |
Prior Year True-Ups | $ (20,000) | $ 0 |
Prior Year True-Ups | 0.00% | 0.00% |
Income tax expense | $ 0 | $ 0 |
Income tax expense | 0.00% | 0.00% |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of Deferred Tax Assets and Liabilities - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of Deferred Tax Assets and Liabilities [Abstract] | ||
Accrued payroll | $ 22,000 | $ 41,000 |
ASC842-ROU Asset | (1,117,000) | 65,000 |
ASC842-ROU (Liability) | 1,189,000 | (67,000) |
Gain from derivatives | (4,000) | (107,000) |
Stock based compensation | 398,000 | 119,000 |
Depreciation | (764,000) | (1,000) |
Net operating loss | 8,478,000 | 5,861,000 |
Net deferred tax assets (liabilities) | 8,202,000 | 5,911,000 |
Valuation allowance | (8,202,000) | (5,911,000) |
Net deferred tax assets (liabilities) | $ 0 | $ 0 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments (Details) - Schedule of Derivative Liabilities at Fair Value - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value of Financial Instruments (Details) - Schedule of Derivative Liabilities at Fair Value [Line Items] | ||
Derivative liabilities | $ 0 | $ 807,682 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value of Financial Instruments (Details) - Schedule of Derivative Liabilities at Fair Value [Line Items] | ||
Derivative liabilities | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value of Financial Instruments (Details) - Schedule of Derivative Liabilities at Fair Value [Line Items] | ||
Derivative liabilities | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value of Financial Instruments (Details) - Schedule of Derivative Liabilities at Fair Value [Line Items] | ||
Derivative liabilities | $ 0 | $ 807,682 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - PPP Loan [Member] - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | May 04, 2020 | Apr. 25, 2020 | |
Commitments and Contingencies (Details) [Line Items] | |||
Debt Instrument, Face Amount | $ 460,000 | $ 460,000 | |
Notes Payable | $ 460,406 | ||
Debt Instrument, Decrease, Forgiveness | $ 25,000 | ||
Debt Instrument, Term | 60 months |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] - USD ($) | Mar. 18, 2022 | Mar. 17, 2022 | Feb. 14, 2022 | Jan. 07, 2022 |
Subsequent Events (Details) [Line Items] | ||||
Common Stock, Par or Stated Value Per Share (in Dollars per share) | $ 0.01 | |||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 0.25 | |||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 3,179,650 | |||
Debt Instrument, Face Amount | $ 750,000 | $ 175,000 | ||
Proceeds from Notes Payable | $ 675,000 | $ 616,250 | ||
Class of Warrant or Rights, Granted (in Shares) | 750,000 | |||
Stock Issued During Period, Value, Other | $ 430,000 | |||
Stock Issued During Period, Shares, Other (in Shares) | 1,720,000 | |||
Debt Instrument, Fee | Commitment Fee Shares can be decreased to 720,000 shares ($180,000) if the Company repays the Note on or prior its maturity | |||
Debt Instrument, Unamortized Discount | $ 75,000 | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 0.5 | |||
Series C Preferred Stock [Member] | ||||
Subsequent Events (Details) [Line Items] | ||||
Stock Issued During Period, Shares, New Issues (in Shares) | 411,000 | |||
Series D Preferred Stock [Member] | ||||
Subsequent Events (Details) [Line Items] | ||||
Stock Issued During Period, Shares, New Issues (in Shares) | 1,271,000 | |||
Accounts Payable [Member] | ||||
Subsequent Events (Details) [Line Items] | ||||
Debt Conversion, Original Debt, Amount | $ 500,000 | |||
Interest and Penalties [Member] | ||||
Subsequent Events (Details) [Line Items] | ||||
Debt Conversion, Original Debt, Amount | $ 294,912.56 | |||
Note Dated February 14, 2022 [Member] | ||||
Subsequent Events (Details) [Line Items] | ||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||
Debt Instrument, Term | 6 months | |||
Proceeds from Notes Payable | $ 148,750 | |||
Debt, Default Interest Rate | 18.00% | |||
Note Dated February 14, 2022 [Member] | Warrants at $0.50 [Member] | ||||
Subsequent Events (Details) [Line Items] | ||||
Class of Warrant or Rights, Granted (in Shares) | 367,500 | |||
Warrants and Rights Outstanding, Term | 5 years | |||
Note Dated February 14, 2022 [Member] | Warrants at $0.75 [Member] | ||||
Subsequent Events (Details) [Line Items] | ||||
Class of Warrant or Rights, Granted (in Shares) | 367,500 | |||
Warrants and Rights Outstanding, Term | 5 years | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 0.75 | |||
Diamond Note [Member] | ||||
Subsequent Events (Details) [Line Items] | ||||
Debt Instrument, Face Amount | $ 235,294 | |||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||
Proceeds from Notes Payable | $ 200,000 | |||
Class of Warrant or Rights, Granted (in Shares) | 200,000 | |||
Warrants and Rights Outstanding, Term | 5 years | |||
Debt Instrument, Maturity Date, Description | maturity date that is the earlier of (i) April 4, 2022, (ii) the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE, or (iii) the date of receipt of the Company of the next round of debt or equity financing in an amount of at least $1,000,000 | |||
Short-Term Debt, Interest Rate Increase | 18.00% |