Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2024 | May 12, 2024 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2024 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Entity Information [Line Items] | ||
Entity Registrant Name | MITESCO, INC. | |
Entity Central Index Key | 0000802257 | |
Entity File Number | 000-53601 | |
Entity Tax Identification Number | 87-0496850 | |
Entity Incorporation, State or Country Code | NV | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Contact Personnel [Line Items] | ||
Entity Address, Address Line One | 505 Beachland Blvd., Suite 1377 | |
Entity Address, City or Town | Vero Beach | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 32963 | |
Entity Phone Fax Numbers [Line Items] | ||
City Area Code | 844 | |
Local Phone Number | 844-383-8689 | |
Entity Listings [Line Items] | ||
Entity Common Stock, Shares Outstanding | 5,935,044 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 40,785 | $ 2,838 |
Prepaids and other current assets | 15,000 | 0 |
Total current assets | 55,785 | 2,838 |
Total assets | 55,785 | 2,838 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 7,393,234 | 7,838,112 |
Derivative liabilities | 152,945 | 152,945 |
Lease liability - operating lease, current | 99,477 | 99,477 |
SBA loan payable | 414,002 | 421,788 |
Other current liabilities | 96,136 | 121,136 |
Legal settlements | 2,452,768 | 2,219,886 |
Total current liabilities | 14,726,727 | 14,134,595 |
Total liabilities | 14,726,727 | 14,134,595 |
Stockholders' equity (deficit) | ||
Common stock, $0.01 par value, 500,000,000 shares authorized, 5,634,027 and 5,567,957 shares issued and outstanding as of March 31, 2024 and December 31, 2023 , respectively | 56,341 | 55,680 |
Additional paid-in capital | 47,270,074 | 47,856,444 |
Accumulated deficit | (62,000,300) | (62,046,824) |
Total stockholders' equity (deficit) | (14,670,942) | (14,131,757) |
Total liabilities and stockholders' equity (deficit) | 55,785 | 2,838 |
Series A Preferred Stock [Member] | ||
Stockholders' equity (deficit) | ||
Preferred stock, Value | 0 | 0 |
Series C Preferred Stock [Member] | ||
Stockholders' equity (deficit) | ||
Preferred stock, Value | 0 | 0 |
Series D Preferred Stock [Member] | ||
Stockholders' equity (deficit) | ||
Preferred stock, Value | 2,500 | 2,500 |
Series F Preferred Stock [Member] | ||
Stockholders' equity (deficit) | ||
Preferred stock, Value | 201 | 201 |
Series X Preferred Stock [Member] | ||
Stockholders' equity (deficit) | ||
Preferred stock, Value | 242 | 242 |
Nonrelated Party [Member] | ||
Current liabilities: | ||
Accrued interest | 389,444 | 348,821 |
Notes payable, net of discounts | 1,145,429 | 945,429 |
Preferred stock dividends payable | 2,049,289 | 1,551,833 |
Related Party [Member] | ||
Current liabilities: | ||
Accrued interest | 72,374 | 61,792 |
Notes payable, net of discounts | 300,012 | 300,012 |
Preferred stock dividends payable | $ 161,617 | $ 73,364 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
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 | 5,634,027 | 5,567,957 |
Common stock, shares outstanding | 5,634,027 | 5,567,957 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value (in Dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Series C Preferred Stock [Member] | ||
Preferred stock, par value (in Dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Series D Preferred Stock [Member] | ||
Preferred stock, par value (in Dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares issued | 250,000 | 250,000 |
Preferred stock, shares outstanding | 250,000 | 250,000 |
Series F Preferred Stock [Member] | ||
Preferred stock, par value (in Dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares issued | 20,057 | 20,057 |
Preferred stock, shares outstanding | 20,057 | 20,057 |
Series X Preferred Stock [Member] | ||
Preferred stock, par value (in Dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares issued | 24,227 | 24,227 |
Preferred stock, shares outstanding | 24,227 | 24,227 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
General and administrative | $ 135,476 | $ 1,629,903 |
Impairment of fixed assets | 0 | 128,465 |
Total operating expenses | 135,476 | 1,758,368 |
Net loss from operations | (135,476) | (1,758,368) |
OTHER INCOME (EXPENSES): | ||
Gain on termination of operating lease | 233,205 | 0 |
(Loss) Gain on revaluation of derivative liabilities | 0 | (110,778) |
Total other income (expense) | 182,000 | (1,530,413) |
Net income (loss) from continuing operations | 46,524 | (3,288,781) |
Net loss from discontinued operations | 0 | (2,325,044) |
Consolidated net income (loss) | 46,524 | (5,613,825) |
Preferred stock dividends | (638,565) | (79,818) |
Net loss available to common shareholders | $ (592,041) | $ (5,693,644) |
Net loss per common share - continuing operations (in Dollars per share) | $ (0.11) | $ (0.7) |
Net loss per common share - discontinued operations (in Dollars per share) | 0 | (0.48) |
Net loss per common share (in Dollars per share) | $ (0.11) | $ (1.18) |
Weighted average shares outstanding (in Shares) | 5,593,991 | 4,825,054 |
Nonrelated Party [Member] | ||
OTHER INCOME (EXPENSES): | ||
Interest expense | $ (46,130) | $ (1,376,066) |
Preferred stock dividends | (550,312) | (61,823) |
Related Party [Member] | ||
OTHER INCOME (EXPENSES): | ||
Interest expense | (5,075) | (43,569) |
Preferred stock dividends | $ (88,253) | $ (17,996) |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) - USD ($) | Convertible Debt [Member] Common Stock [Member] | Convertible Debt [Member] AOCI Attributable to Parent [Member] | Convertible Debt [Member] | Series D Preferred Stock [Member] Preferred Stock [Member] | Series D Preferred Stock [Member] | Series F Preferred Stock [Member] Preferred Stock [Member] | Series F Preferred Stock [Member] | Series X Preferred Stock [Member] Preferred Stock [Member] | Series X Preferred Stock [Member] Common Stock [Member] Stock issued for dividends payable [Member] | Series X Preferred Stock [Member] AOCI Attributable to Parent [Member] Stock issued for dividends payable [Member] | Series X Preferred Stock [Member] Stock issued for dividends payable [Member] | Series X Preferred Stock [Member] | Series C Preferred Stock [Member] Preferred Stock [Member] | Common Stock [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Stock Subscribed [Member] | Total |
Balance at Dec. 31, 2022 | $ 31,000 | $ 242 | $ 10,476 | $ 46,305 | $ 29,452,514 | $ (48,714,461) | $ 36,575 | $ (19,137,349) | ||||||||||
Balance (in Shares) at Dec. 31, 2022 | 3,100,000 | 24,227 | 1,047,619 | 4,630,372 | ||||||||||||||
Shares issued for conversion of note payable | $ 571 | $ 82,885 | $ 83,456 | |||||||||||||||
Shares issued for conversion of note payable (in Shares) | 57,138 | |||||||||||||||||
Vesting of stock options issued to employees | 933 | 933 | ||||||||||||||||
Shares issued to service providers | $ 3,000 | 894,000 | 897,000 | |||||||||||||||
Shares issued to service providers (in Shares) | 300,000 | |||||||||||||||||
Shares issued for Series X dividends | $ 81 | $ 35,248 | $ 35,329 | |||||||||||||||
Shares issued for Series X dividends (in Shares) | 8,063 | |||||||||||||||||
Preferred stock dividends | (79,818) | (79,818) | ||||||||||||||||
Net income (loss) | (5,613,825) | (5,613,825) | ||||||||||||||||
Balance at Mar. 31, 2023 | $ 31,000 | $ 242 | $ 10,476 | $ 49,957 | 30,385,762 | (54,328,286) | $ 36,575 | (23,814,274) | ||||||||||
Balance (in Shares) at Mar. 31, 2023 | 3,100,000 | 24,227 | 1,047,619 | 4,995,573 | ||||||||||||||
Balance at Dec. 31, 2023 | $ 2,500 | $ 201 | $ 242 | $ 55,680 | 47,856,444 | (62,046,824) | $ (14,131,757) | |||||||||||
Balance (in Shares) at Dec. 31, 2023 | 250,000 | 20,057 | 24,227 | 5,567,957 | ||||||||||||||
Shares issued for Series X dividends | $ 661 | $ 52,195 | $ 52,856 | |||||||||||||||
Shares issued for Series X dividends (in Shares) | 66,070 | 66,070 | ||||||||||||||||
Preferred stock dividends | $ (3,928) | $ (608,393) | $ (26,244) | (638,565) | $ (638,565) | |||||||||||||
Net income (loss) | 46,524 | 46,524 | ||||||||||||||||
Balance at Mar. 31, 2024 | $ 2,500 | $ 201 | $ 242 | $ 56,341 | $ 47,270,074 | $ (62,000,300) | $ (14,670,942) | |||||||||||
Balance (in Shares) at Mar. 31, 2024 | 250,000 | 20,057 | 24,227 | 5,634,027 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOW - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Net income (loss) | $ 46,524 | $ (3,288,781) |
Adjustments to reconcile net income(loss) to net cash provided by (used in) operating activities: | ||
Impairment of right of use asset | 0 | 83,810 |
Depreciation expense | 0 | 11,393 |
Penalties on notes payable | 0 | 1,102,778 |
Share based compensation | 0 | 897,933 |
Gain (loss) on lease terminations | (233,205) | 0 |
Gain (loss) on revaluation of derivative liabilities | 0 | 110,778 |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (15,000) | (8,198) |
Accounts payable and accrued liabilities | 21,209 | 501,998 |
Other current liabilities | (25,000) | 25,000 |
Net cash used in operating activities from continuing operations | (154,267) | (338,126) |
Net cash provided by operating activities from discontinued operations | 0 | 302,802 |
Net cash provided by (used in) operating activities | (154,267) | (35,324) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Principal payments on SBA Loan | (7,786) | 0 |
Proceeds from notes payable, net of discounts | 200,000 | 0 |
Net cash provided by financing activities from continuing operations | 192,214 | 0 |
Net cash provided by financing activities from discontinued operations | 0 | 0 |
Net cash provided by financing activities | 192,214 | 0 |
Net change in cash | 37,947 | (35,324) |
Cash at beginning of period | 2,838 | 35,623 |
Cash at end of period | 40,785 | 299 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 0 | 0 |
Cash paid for taxes | 0 | 0 |
Supplemental disclosure of financing cash flow information: | ||
Preferred stock dividends | 638,565 | 79,818 |
Discount on notes payable due to warrants | 0 | 94,672 |
Increase in capital expenditures included in accounts payable | 0 | 109,383 |
Shares issued for Series X dividends | 52,856 | 0 |
Stock Subscribed [Member] | ||
Supplemental disclosure of financing cash flow information: | ||
Stock Issued for common stock subscribed | 0 | 83,456 |
Nonrelated Party [Member] | ||
Adjustments to reconcile net income(loss) to net cash provided by (used in) operating activities: | ||
Amortization of discount on notes payable | 0 | 23,538 |
Changes in operating assets and liabilities: | ||
Accrued interest | 40,623 | 163,770 |
Supplemental disclosure of financing cash flow information: | ||
Preferred stock dividends | 550,312 | 61,823 |
Related Party [Member] | ||
Adjustments to reconcile net income(loss) to net cash provided by (used in) operating activities: | ||
Amortization of discount on notes payable | 0 | 11,131 |
Changes in operating assets and liabilities: | ||
Accrued interest | 10,582 | 26,724 |
Supplemental disclosure of financing cash flow information: | ||
Preferred stock dividends | $ 88,253 | $ 17,996 |
Description of Business
Description of Business | 3 Months Ended |
Mar. 31, 2024 | |
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. In October 2023, the Company completed a move of its corporate status to Nevada from Delaware in order to effect reduced costs. The details can be found at: https://www.sec.gov/ix?doc=/Archives/edgar/data/0000802257/000118518523001074/mitesco20231016_8k.htm From 2020 through 2022, our operations were focused on establishing medical clinics utilizing Nurse Practitioners under The Good Clinic name and development and acquisition of telemedicine technology. We opened our first The Good Clinic in Minneapolis, Minnesota in the first quarter of 2021 and had six operating clinics during the year ended December 31, 2022, with two additional sites under contract. In the fourth quarter of fiscal 2022, we made the strategic decision to close the entire clinic operation and release our staff due to a lack of profitability. We are a holding company seeking to provide products, services and technology. We have a number of near-term opportunities that we hope to pursue, assuming the capital markets make sufficient funding available at reasonable rates. During the first quarter of 2024 we recruited a number of individuals to a newly formed Advisory Board, who might assist the Company in determining the viability of certain ventures going forward. These individuals have a background in data center services, cyber and data security and software applications related to infrastructure design, implementation and management including geographical information systems (GIS). We expect to announce in the second quarter of 2024 the formation of a new, wholly owned subsidiary whose business will be focused on those areas generally. |
Going Concern
Going Concern | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Substantial Doubt about Going Concern [Text Block] | Note 2: Going Concern As of March 31, 2024, the Company had cash and cash equivalents of approximately $41,000, current liabilities of approximately $14.7 million, and has incurred significant losses from the previous clinic operations. As previously noted, we made a strategic decision to reduce our capital needs by closing our entire clinic operations in the fourth quarter of 2022 and releasing our entire staff, due to lack of profitability. 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. 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. The COVID-19 pandemic, decades-high inflation and concerns about an economic recession in the United States or other major markets has resulted in, among other things, volatility in the capital markets that may have the effect of 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 due to these factors could materially affect the Company’s business and the value of its common stock. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | Note 3: Summary of Significant Accounting Policies Basis of Presentation The consolidated financial statements and related disclosures as of March 31, 2024 are unaudited, pursuant to the rules and regulations of the United States Securities and Exchange Commission (“ SEC Principles of Consolidation Per Share Data - Discontinued Operations - Presentation of Financial Statements Property, Plant and Equipment Recent Accounting Standards ASU 2023-07 Segment Reporting ( Topic 280 Improvements to Reportable Segment Disclosures, In December 2023, the FASB issued ASU 2023-09 Income Taxes ( Topic 740 Improvements to Income Tax Disclosures, 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. |
Discontinued Operations
Discontinued Operations | 3 Months Ended |
Mar. 31, 2024 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | Note 4: Discontinued Operations In the fourth quarter of fiscal 2022, we made the strategic decision to close the entire clinic operation and release our staff due to a lack of profitability. On December 8, 2023, the Company sold the remaining assets of The Good Clinic, LLC to Leading Primary Care LLC, a company organized by Michael C. Howe, the former CEO of The Good Clinic, LLC for total consideration of approximately $2.5 million. ASC 360-10-45-9 requires that a long-lived asset (disposal group) to be sold shall be classified as held for sale in the period in which a set of criteria have been met, including criteria that the sale of the asset (disposal group) is probable and actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. This criteria was achieved on December 8, 2023. Additionally, the discontinued operations are comprised of the entirety of The Good Clinic, LLC. For comparability purposes certain prior period line items relating to the assets held for sale have been reclassified and presented as discontinued operations for all periods presented in the accompanying consolidated statements of net loss and comprehensive loss and the consolidated balance sheets. The Company had no assets or liabilities classified that were classified as held as part of discontinued operations as of March 31, 2024 or December 31, 2023. The following information presents the major classes of line items constituting the after-tax loss from discontinued operations in the consolidated statements of operations: Three Months Ended March 31, March 31, 2024 2023 Revenue $ - $ - Cost of goods sold - 2,419 Gross margin - (2,419 ) Selling, general, and administrative expenses - (381,501 ) Impairment of assets - (2,143,428 ) Other (income) expense: Gain on termination of operating lease - 287,897 Interest expense - (85,593 ) Loss from discontinued operations, net of tax $ - $ (2,325,044 ) The following information presents the major classes of line items constituting significant operating and investing cash flow activities in the consolidated statements of cash flows relating to discontinued operations: Three Months Ended March 31, March 31, 2024 2023 Depreciation expense $ - $ 33,262 Impairment of property and equipment $ - $ 2,271,893 Changes in accounts payable and accrued liabilities $ - $ 549,929 |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 3 Months Ended |
Mar. 31, 2024 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | Note 5: Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities consisted of the following at March 31, 2024 and December 31, 2023: March 31, December 31, 2024 2023 Trade accounts payable $ 6,604,738 $ 7,094,334 Accrued payroll and payroll taxes 788,496 743,778 Total accounts payable and accrued liabilities $ 7,393,234 $ 7,838,112 |
Right to Use Assets and Lease L
Right to Use Assets and Lease Liabilities – Operating Leases | 3 Months Ended |
Mar. 31, 2024 | |
Disclosure Text Block [Abstract] | |
Lessee, Operating Leases [Text Block] | Note 6: Right to Use Assets and Lease Liabilities Operating Leases The Company had operating leases for its clinics for which the Company is currently in negotiations with the Lessors to settle the remaining amounts owed after closing the clinic facilities. The Company’s lease expense was entirely comprised of operating leases and is reported as a component of discontinued operations as a result of closing of the clinics and the subsequent sale of the assets. As of December 31, 2023, the Company had impaired all balances of the related right to use assets. Operating lease liabilities are summarized below: March 31, 2024 December 31, 2023 Lease liability $ 99,477 $ 99,477 Less: current portion (99,477 ) (99,477 ) Lease liability, non-current $ - $ - As a result of closing the facilities, the Company has made no further lease payments during the year ending December 31, 2023 or the three months ended March 31, 2024. As of March 31, 2024 the Company has either settled amounts owed or entered in into default judgements for all leases except for the office lease. For all leases for which a legal settlement have been entered into, all amounts have been reclassified to legal settlements as of March 31, 2024 and December 31, 2023. For the period ended December 31, 2024 $ 99,477 For the period ended December 31, 2025 - For the period ended December 31, 2026 - For the period ended December 31, 2027 - For the period ended December 31, 2028 - Thereafter - Total $ 99,477 Less: Present value discount - Lease liability $ 99,477 As of December 31, 2023, the Company has entered into settlement agreements for certain of our leases in the amount of $2,219,886 which is recorded as Legal Settlements Legal Settlements |
SBA Loan Payable
SBA Loan Payable | 3 Months Ended |
Mar. 31, 2024 | |
Small Business Administration Loan Payable Abstract | |
Small Business Administration Loan Payable [Text Block] | Note 7: SBA Loan Payable PPP Loan Conversion to SBA 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 (the “SBA”). On April 25, 2020, the Company entered an unsecured Promissory Note with Bank of America for a loan in the original principal amount of $460,400, and the Company received the full amount of the loan proceeds on May 4, 2020 (the “PPP Loan”). The PPP Loan bears interest at the rate of 1% per year. On July 12, 2023, the Company received confirmation of a payment plan arrangement from the SBA. Pursuant to this payment plan, the Company agreed to pay a minimum of $2,595 each month until the loan is paid in full in July 2028. The SBA confirmed the balance due on the loan, including principal and interest, was $467,117. The Company will amortize the balance due on the loan including interest at the original PPP loan rate of 1% per annum; a gain on restructure of debt in the amount of $40,622 was recorded on this transaction during the year ended December 31, 2023, and the balance of the loan was recorded at the amount of $433,343 representing the net cash flows discounted at 1%. During the three months ended March 31, 2024, the Company made principal payments of $7,786 on this loan and recorded interest in the amount of $1,052. |
Notes Payable
Notes Payable | 3 Months Ended |
Mar. 31, 2024 | |
Notes Payable [Line Items] | |
Debt Disclosure [Text Block] | Note 8: Notes Payable The following table summarizes the outstanding notes payable as of March 31, 2024 and December 31, 2023, respectively: March 31, 2024 December 31, 2023 Kishon Note $ 431,666 $ 431,666 Finnegan Note 1 51,765 51,765 Finnegan Note 2 32,353 32,353 Schrier Note 25,882 25,882 Nommsen Note 64,705 64,705 Caplan Note 64,705 64,705 Finnegan Note 3 32,353 32,353 Lightmas Note 66,000 66,000 Lewis Note 33,000 33,000 Goff Note 33,000 33,000 Hagan Note 110,000 110,000 Cavalry Note 1 25,000 - Cavalry Note 2 50,000 - Mercer Note 1 25,000 - Mercer Note 2 50,000 - ABJ Note 50,000 - Notes Payable $ 1,142,429 $ 945,429 Current Portion $ 1,145,429 $ 945,429 Long-term portion $ - $ - Kishon Note On May 10, 2022, the Company entered into a Securities Purchase Agreement (the “Kishon Agreement”) with Kishon Investments, LLC (“Kishon”) with respect to the sale and issuance to Kishon of: (i) an initial commitment fee in the amount of $159,259 in the form of 12,741 shares (the “Kishon Commitment Fee Shares”) of the Company’s Common Stock, (ii) a promissory note in the aggregate principal amount of $277,777 (the “Kishon Note”), and (iii) Common Stock Purchase Warrants to purchase 5,556 shares of the Company’s common stock (the “Kishon Warrants”). Should Kishon receive net proceeds of less than $159,259 from the sale of the Kishon Commitment Fee Shares, the Company will issue additional shares to Kishon or pay the shortfall amount to Kishon in cash. The terms of the Kishon Agreement resulted in the Company recording a derivative liability in the initial amount of $27,793. The Kishon Note was issued in the principal amount of $277,777 for a purchase price of $250,000 resulting in an original issue discount of $27,777. The Kishon Note has a due date of November 10, 2022 and bears interest at the rate of 10% per year for the first six months and 12% thereafter. In the event of default as defined in the Kishon Note this rate will increase to 18%, and the Kishon Note will become convertible at a price per share equal to the lowest trading price during the previous twenty trading days prior to the conversion date. The Kishon Note entered default status on November 11, 2022. The Kishon Commitment Fee Shares and Kishon Warrants resulted in a discount to the Kishon Note in the amount of $138,492. During the year ended December 31, 2023, a default penalty in the amount of $138,889 and an additional fee in the amount of $15,000 were added to the principal amount of the Kishon Note. At December 31, 2023, principal and interest in the amount of $431,666 and $88,909, respectively, were due on the Kishon Note. At March 31, 2024, principal and interest in the amount of $431,666 and $108,281, respectively, were due on the Kishon Note. This note was in default at March 31, 2024. Finnegan Note 1 On May 23, 2022, the Company issued a 10% Promissory Note in the principal amount of $47,059 to Jessica Finnegan (the “Finnegan Note 1”). The Finnegan Note 1 bears interest at the rate of 10% per annum accrued monthly and has a maturity date that is the earlier of (i) November 20, 2022, as extended, or (ii) five (5) business days after the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE. The purchase price of the Finnegan Note 1 was $40,000; the amount payable at maturity will be $47,059 plus 10% of that amount plus any accrued and unpaid interest. Following an event of default as defined in the Finnegan Note 1, 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 Finnegan Note 1 entered default status on November 21, 2022, and the interest rate increased to 18%. The Finnegan Note 1 contains a “most favored nations” clause that provides that, so long as the note is outstanding, if the Company issues any new security which Ms. Finnegan reasonably believes contains a term that is more favorable than those in the Finnegan Note 1, the Company shall notify Ms. Finnegan of such term, and such term, at the option of Ms. Finnegan, shall become a part of the Finnegan Note 1. In addition, Ms. Finnegan received five-year warrants to purchase 386 shares of common stock at a price of $25.00 per share with a fair value of $2,000 at the date of issuance, and 1,930 shares of common stock with a value of $3,240; these amounts were recorded as discounts to the Finnegan Note 1. Principal and accrued interest in the amount of $51,765 and $11,889, respectively, were due on this note at December 31, 2023. At March 31, 2024, principal and interest in the amount of $51,765 and $14,030, respectively, were due on the Kishon Note. This note was in default at March 31, 2024. Finnegan Note 2 On May 26, 2022, the Company issued a 10% Promissory Note in the principal amount of $29,412 to Jessica Finnegan (the “Finnegan Note 2”). The Finnegan Note 2 bears interest at the rate of 10% per annum accrued monthly and has a maturity date that is the earlier of (i) November 30, 2022, or (ii) five business days after the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE. The purchase price of the Finnegan Note 2 was $25,000; the amount payable at maturity will be $29,412 plus 10% of that amount plus any accrued and unpaid interest. Following an event of default as defined in the Finnegan Note 2, 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 Finnegan Note 2 entered default status on December 1, 2022, and the interest rate increased to 18%. The Finnegan Note 2 contains a “most favored nations” clause that provides that, so long as the note is outstanding, if the Company issues any new security which Ms. Finnegan reasonably believes contains a term that is more favorable than those in the Finnegan Note 2, the Company shall notify Ms. Finnegan of such term, and such term, at the option of Ms. Finnegan, shall become a part of the Finnegan Note 2. In addition, Ms. Finnegan received five-year warrants to purchase 242 shares of common stock at a price of $25.00 per share with a fair value of $1,250 at the date of issuance, and 242 shares of common stock with a value of $2,025; these amounts were recorded as discounts to the Finnegan Note 2. At December 31, 2023principal and accrued interest in the amount of $32,353 and $7,341, respectively, were due on this note. At March 31, 2024, principal and interest in the amount of $32,353 and $8,679, respectively, were due on the Kishon Note. This note was in default at March 31, 2024. Schrier Note On July 7, 2022, the Company issued a 10% Promissory Note in the principal amount of $23,259 to Charles Schrier (the “Schrier Note”). The Schrier Note bears interest at the rate of 10% per annum accrued monthly and has a maturity date that is the earlier of (i) January 8, 2023, or (ii) five business days after the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE. The purchase price of the Schrier Note was $20,000; the amount payable at maturity will be $23,529 plus 10% of that amount plus any accrued and unpaid interest. Following an event of default as defined in the Schrier 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 Schrier 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 Mr. Schrier reasonably believes contains a term that is more favorable than those in the Schrier Note, the Company shall notify Mr. Schrier of such term, and such term, at the option of Mr. Schrier, shall become a part of the Schrier Note. In addition, Mr. Schrier received five-year warrants to purchase 193 shares of common stock at a price of $25.00 per share with a fair value of $820 at the date of issuance, and 193 shares of common stock with a value of $1,000; these amounts were recorded as discounts to the Schrier Note. At December 31, 2023, principal and accrued interest in the amount of $25,882 and $5,383, respectively, were due on this note. At March 31, 2024, principal and accrued interest in the amount of $25,882 and $6,454, respectively, were due on this note. This note was in default at March 31, 2024. Nommsen Note On July 26, 2022, the Company issued a 10% Promissory Note in the principal amount of $58,823 to Eric S. Nommsen (the “Nommsen Note”). The Nommsen Note bears interest at the rate of 10% per annum accrued monthly and has a maturity date that is the earlier of (i) November 30, 2022, as extended, or (ii) five business days after the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE. The purchase price of the Nommsen Note was $50,000; the amount payable at maturity will be $58,823 plus 10% of that amount plus any accrued and unpaid interest. Following an event of default as defined in the Nommsen 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 Nommsen Note entered default status on December 1, 2022, and the interest rate increased to 18%. The Nommsen 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 Mr. Nommsen reasonably believes contains a term that is more favorable than those in the Nommsen Note, the Company shall notify Mr. Nommsen of such term, and such term, at the option of Mr. Nommsen, shall become a part of the Nommsen Note. In addition, Mr. Nommsen received five-year warrants to purchase 483 shares of common stock at a price of $25.00 per share with a fair value of $1,850 at the date of issuance, and 483 shares of common stock with a value of $2,350; these amounts were recorded as discounts to the Nommsen Note. At December 31, 2023, principal and accrued interest in the amount of $64,705 and $13,685, respectively, were due on this note. At March 31, 2024, principal and accrued interest in the amount of $64,705 and $16,361, respectively, were due on this note. This note was in default at March 31, 2024. Caplan Note On July 27, 2022, the Company issued a 10% Promissory Note in the principal amount of $58,823 to James H. Caplan (the “Caplan Note”). The Caplan Note bears interest at the rate of 10% per annum accrued monthly and has a maturity date that is the earlier of (i) January 21, 2023, or (ii) five business days after the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE. The purchase price of the Caplan Note was $50,000; the amount payable at maturity will be $58,823 plus 10% of that amount plus any accrued and unpaid interest. Following an event of default as defined in the Caplan 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 Caplan 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 Mr. Caplan reasonably believes contains a term that is more favorable than those in the Caplan Note, the Company shall notify Mr. Caplan of such term, and such term, at the option of Mr. Caplan, shall become a part of the Caplan Note. In addition, Mr. Caplan received five-year warrants to purchase 483 shares of common stock at a price of $25.00 per share with a fair value of $1,850 at the date of issuance, and 483 shares of common stock with a value of $2,350; these amounts were recorded as discounts to the Caplan Note. At December 31, 2023, principal and accrued interest in the amount of $64,705 and $12,989, respectively, were due on this note. At March 31, 2024, principal and accrued interest in the amount of $64,705 and $15,665, respectively, were due on this note This note was in default at March 31, 2024. Finnegan Note 3 On August 4, 2022, the Company issued a 10% Promissory Note in the principal amount of $29,412 (the “Finnegan Note 3”) to Jessica, Kevin C., Brody, Isabella and Jack Finnegan (collectively, the “Finnegans”). The Finnegan Note 3 bears interest at the rate of 10% per annum accrued monthly and has a maturity date that is the earlier of (i) February 3, 2023, or (ii) five business days after the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE. The purchase price of the Finnegan Note 3 was $25,000; the amount payable at maturity will be $29,412 plus 10% of that amount plus any accrued and unpaid interest. Following an event of default as defined in the Finnegan Note 3, 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 Finnegan Note 3 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 Finnegans reasonably believes contains a term that is more favorable than those in the Finnegan Note 3, the Company shall notify The Finnegans of such term, and such term, at the option of The Finnegans, shall become a part of the Finnegan Note 3. In addition, The Finnegans received five-year warrants to purchase 242 shares of common stock at a price of $25.00 per share with a fair value of $850 at the date of issuance, and 242 shares of common stock with a value of $1,100; these amounts were recorded as discounts to the Finnegan Note 3. At December 31, 2023, principal and accrued interest in the amount of $32,353 and $6,350, respectively, were due on this note. At March 31, 2024, principal and accrued interest in the amount of $32,353 and $7,688, respectively, were due on this note. This note was in default at March 31, 2024. Lightmas Note On September 2, 2022, the Company issued a 10% Promissory Note in the principal amount of $60,000 to Frank Lightmas (the “Lightmas Note”). The Lightmas Note bears interest at the rate of 10% per annum accrued monthly and has a maturity date that is the earlier of (i) November 30, 2022, or (ii) five business days after the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE. The purchase price of the Lightmas Note was $51,000; the amount payable at maturity will be $60,000 plus 10% of that amount plus any accrued and unpaid interest. Following an event of default as defined in the Lightmas 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 Lightmas Note entered default status on December 1, 2022, and the interest rate increased to 18%. The Lightmas 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 Mr. Lightmas reasonably believes contains a term that is more favorable than those in the Lightmas Note, the Company shall notify Mr. Lightmas of such term, and such term, at the option of Mr. Lightmas, shall become a part of the Lightmas Note. In addition, Mr. Lightmas received 492 shares of common stock with a value of $2,640; this amount was recorded as a discount to the Lightmas Note. At December 31, 2023, principal and accrued interest in the amount of $66,000 and $13,325, respectively, were due on this note. At March 31, 2024, principal and accrued interest in the amount of $66,000 and $16,055, respectively, were due on this note. This note was in default at March 31, 2024. Lewis Note On September 2, 2022, the Company issued a 10% Promissory Note in the principal amount of $30,000 to Lisa Lewis (the “Lewis Note”). The Lewis Note bears interest at the rate of 10% per annum accrued monthly and has a maturity date that is the earlier of (i) November 30, 2022, or (ii) five business days after the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE. The purchase price of the Lewis Note was $25,500; the amount payable at maturity will be $30,000 plus 10% of that amount plus any accrued and unpaid interest. Following an event of default as defined in the Lewis 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 Lewis Note entered default status on December 1, 2022, and the interest rate increased to 18%. The Lewis 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 Ms. Lewis reasonably believes contains a term that is more favorable than those in the Lewis Note, the Company shall notify Ms. Lewis of such term, and such term, at the option of Ms. Lewis, shall become a part of the Lewis Note. In addition, Ms. Lewis received 246 shares of common stock with a value of $1,320; this amount was recorded as a discount to the Lewis Note. At December 31, 2023, principal and accrued interest in the amount of $33,000 and $6,663, respectively, were due on this note. At March 31, 2024, principal and accrued interest in the amount of $33,000 and $8,028, respectively, were due on this note. This note was in default at March 31, 2024. Goff Note On September 2, 2022, the Company issued a 10% Promissory Note in the principal amount of $30,000 to Sharon Goff (the “Goff Note”). The Goff Note bears interest at the rate of 10% per annum accrued monthly and has a maturity date that is the earlier of (i) November 30, 2022, or (ii) five business days after the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE. The purchase price of the Goff Note was $25,500; the amount payable at maturity will be $30,000 plus 10% of that amount plus any accrued and unpaid interest. Following an event of default as defined in the Goff 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 Goff Note entered default status on December 1, 2022, and the interest rate increased to 18%. The Goff 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 Ms. Goff reasonably believes contains a term that is more favorable than those in the Goff Note, the Company shall notify Ms. Goff of such term, and such term, at the option of Ms. Goff, shall become a part of the Goff Note. In addition, Ms. Goff received 246 shares of common stock with a value of $1,320; this amount was recorded as a discount to the Goff Note. At December 31, 2023, principal and accrued interest in the amount of $33,000 and $6,663, respectively, were due on this note. At March 31, 2024, principal and accrued interest in the amount of $33,000 and $8,028, respectively, were due on this note. This note was in default at March 31, 2024. Hagan Note On September 2, 2022, the Company issued a 10% Promissory Note in the principal amount of $100,000 to Cliff Hagan (the “Hagan Note”). The Hagan Note bears interest at the rate of 10% per annum accrued monthly and has a maturity date that is the earlier of (i) December 10, 2022, or (ii) five business days after the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE. The purchase price of the Hagan Note was $85,000; the amount payable at maturity will be $100,000 plus 10% of that amount plus any accrued and unpaid interest. Following an event of default as defined in the Hagan 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 Hagan Note entered default status on December 11, 2022, and the interest rate increased to 18%. The Hagan 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 Mr. Hagan reasonably believes contains a term that is more favorable than those in the Hagan Note, the Company shall notify Mr. Hagan of such term, and such term, at the option of Mr. Hagan, shall become a part of the Hagan Note. In addition, Mr. Hagan received 820 shares of common stock with a value of $4,715; this amount was recorded as a discount to the Hagan Note. At December 31, 2023, principal and accrued interest in the amount of $110,000 and $21,793, respectively, were due on this note. At March 31, 2024, principal and accrued interest in the amount of $110,000 and $26,343, respectively, were due on this note. This note was in default at March 31, 2024. Cavalry 2024 Note 1 On January 23, 2024, the Company issued a 10% Promissory Note in the principal amount of $25,000 to the Cavalry Fund LLP (“Cavalry”), (the “Cavalry Note 1”) with a due date of January 23, 2025. The Cavalry Note 1 bears interest at the rate of 10% per annum which will accrue monthly. Following an event of default as defined in the Cavalry Note 1, 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 12%. At March 31, 2024, principal and accrued interest in the amount of $25,000 and $465, respectively, were due on this note. Cavalry 2024 Note 2 On February 28, 2024, the Company issued a 10% Promissory Note in the principal amount of $50,000 to the Cavalry, (the “Cavalry Note 2”) with a due date of February 28, 2025. The Cavalry Note 2 bears interest at the rate of 10% per annum which will accrue monthly. Following an event of default as defined in the Cavalry Note 2, 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 12%. At March 31, 2024, principal and accrued interest in the amount of $50,000 and $431, respectively, were due on this note. Mercer 2024 Note 1 On January 23, 2024, the Company issued a 10% Promissory Note in the principal amount of $25,000 to the Mercer Street Global Opportunity Fund (“Mercer”), (the “Mercer Note 1”) with a due date of January 23, 2025. The Mercer Note bears interest at the rate of 10% per annum which will accrue monthly. Following an event of default as defined in the Cavalry 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 12%. At March 31, 2024, principal and accrued interest in the amount of $25,000 and $465, respectively, were due on this note. Mercer 2024 Note 2 On February 28, 2024, the Company issued a 10% Promissory Note in the principal amount of $50,000 to Mercer, (the “Mercer Note 2”) with a due date of February 28, 2025. The Mercer Note 2 bears interest at the rate of 10% per annum which will accrue monthly. Following an event of default as defined in the Mercer Note 2, 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 12%. At March 31, 2024, principal and accrued interest in the amount of $50,000 and $431, respectively, were due on this note. AJB 2024 Note On February 28, 2024, the Company issued a 10% Promissory Note in the principal amount of $50,000 to the AJB Capital Investments, LLC (“AJB”), (the “AJB Note”) with a due date of February 28, 2025. The AJB Note bears interest at the rate of 10% per annum which will accrue monthly. Following an event of default as defined in the Mercer Note 2, 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 12%. At March 31, 2024, principal and accrued interest in the amount of $50,000 and $431, respectively, were due on this note. Aggregate interest expense on the above notes payable was $40,624 for the three months ended March 31, 2024. Accrued interest on notes payable was $389,444 and $348,821 at March 31, 2024 and December 31, 2023, respectively. |
Related Party [Member] | |
Notes Payable [Line Items] | |
Debt Disclosure [Text Block] | Note 9: Notes Payable Related Parties The following table summarizes the outstanding related party notes payable as of March 31, 2024 and December 31, 2023, respectively March 31, 2024 December 31, 2023 M Diamond Note 64,706 64,706 Dobbertin Note 19,412 19,412 Lindstrom Note 45,294 45,294 Mitchell Note 78,100 78,100 Leath Note 55,000 55,000 November 29, 2022 Notes 37,500 37,500 Notes Payable 300,012 300,012 Current Portion, net of discount $ 300,012 $ 300,012 Long-term portion, net of discount $ - $ - M Diamond Note On May 26, 2022, the Company issued a 10% Promissory Note in the principal amount of $58,823 to Melissa Diamond (the “M Diamond Note”). Ms. Diamond is the daughter of Larry Diamond, former CEO. The M Diamond Note bears interest at the rate of 10% per annum accrued monthly and has a maturity date that is the earlier of (i) November 30, 2022, or (ii) five business days after the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE. The purchase price of the M Diamond Note was $50,000; the amount payable at maturity will be $58,823 plus 10% of that amount plus any accrued and unpaid interest. Following an event of default as defined in the M 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 M Diamond Note entered default status on December 1, 2022, and the interest rate increased to 18%. The M 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 Ms. Diamond reasonably believes contains a term that is more favorable than those in the M Diamond Note, the Company shall notify Ms. Diamond of such term, and such term, at the option of Ms. Diamond, shall become a part of the M Diamond Note. In addition, Ms. Diamond received five-year warrants to purchase 483 shares of common stock at a price of $25.00 per share with a fair value of $2,500 at the date of issuance, and 483 shares of common stock with a value of $4,050; these amounts were recorded as discounts to the M Diamond Note. At December 31, 2023, principal and accrued interest in the amount of $64,706 and $14,682, respectively, were due on this note. At March 31, 2024, principal and accrued interest in the amount of $64,706 and $16,169, respectively, were due on this note. This note was in default at March 31, 2024. Dobbertin Note On May 26, 2022, the Company issued a 10% Promissory Note in the principal amount of $17,647 in a related party transaction to Alexander Dobbertin (the “Dobbertin Note”). Mr. Dobbertin is the spouse of Jenny Lindstrom, who was the Company’s Chief Legal Officer. The Dobbertin Note bears interest at the rate of 10% per annum accrued monthly and has a maturity date that is the earlier of (i) November 30, 2022, or (ii) five business days after the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE. The purchase price of the Dobbertin Note was $15,000; the amount payable at maturity will be $17,647 plus 10% of that amount plus any accrued and unpaid interest. Following an event of default as defined in the Dobbertin 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 Dobbertin Note entered default status on December 1, 2022, and the interest rate increased to 18%. The Dobbertin 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 Mr. Dobbertin reasonably believes contains a term that is more favorable than those in the Dobbertin Note, the Company shall notify Mr. Dobbertin of such term, and such term, at the option of Mr. Dobbertin, shall become a part of the Dobbertin Note. In addition, Mr. Dobbertin received five-year warrants to purchase 145 shares of common stock at a price of $25.00 per share with a fair value of $750 at the date of issuance, and 145 shares of common stock with a value of $1,215; these amounts were recorded as discounts to the Dobbertin Note. At December 31, 2023 principal and accrued interest in the amount of $19,412 and $4,405, respectively, were due on this note. At March 31, 2024 principal and accrued interest in the amount of $19,412 and $5,197, respectively, were due on this note. This note was in default at March 31, 2024. Lindstrom Note On May 26, 2022, the Company issued a 10% Promissory Note in the principal amount of $41,176 in a related party transaction to Jenny Lindstrom, who was the Company’s Chief Legal Officer (the “Lindstrom Note 1”). The Lindstrom Note 1 bears interest at the rate of 10% per annum accrued monthly and has a maturity date that is the earlier of (i) November 30, 2022, or (ii) five business days after the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE. The purchase price of the Lindstrom Note 1 was $35,000; the amount payable at maturity will be $41,176 plus 10% of that amount plus any accrued and unpaid interest. Following an event of default as defined in the Lindstrom Note 1, 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 Lindstrom Note 1 entered default status on December 1, 2022, and the interest rate increased to 18%. The Lindstrom Note 1 contains a “most favored nations” clause that provides that, so long as the note is outstanding, if the Company issues any new security which Ms. Lindstrom reasonably believes contains a term that is more favorable than those in the Lindstrom Note 1, the Company shall notify Ms. Lindstrom of such term, and such term, at the option of Ms. Lindstrom, shall become a part of the Lindstrom Note 1. In addition, Ms. Lindstrom received five-year warrants to purchase 338 shares of common stock at a price of $25.00 per share with a fair value of $1,750 at the date of issuance, and 338 shares of common stock with a value of $2,835; these amounts were recorded as discounts to the Lindstrom Note 1. At December 31, 2023, principal and accrued interest in the amount of $45,294 and $10,277, respectively, were due on this note. At March 31, 2024, principal and accrued interest in the amount of $45,294 and $12,125, respectively, were due on this note. This note was in default at March 31, 2024. Mitchell Note On September 2, 2022, the Company issued a 10% Promissory Note in the principal amount of $71,000 to John Mitchell (the “Mitchell Note”). The Mitchell Note bears interest at the rate of 10% per annum accrued monthly and has a maturity date that is the earlier of (i) November 30, 2022, or (ii) five business days after the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE. The purchase price of the Mitchell Note was $60,350; the amount payable at maturity will be $71,000 plus 10% of that amount plus any accrued and unpaid interest. Following an event of default as defined in the Mitchell 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 Mitchell Note entered default status on December 1, 2022, and the interest rate increased to 18%. The Mitchell 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 Mr. Mitchell reasonably believes contains a term that is more favorable than those in the Mitchell Note, the Company shall notify Mr. Mitchell of such term, and such term, at the option of Mr. Mitchell, shall become a part of the Mitchell Note. In addition, Mr. Mitchell received 582 shares of common stock with a value of $3,124; this amount was recorded as a discount to the Mitchell Note. At December 31, 2023, principal and accrued interest in the amount of $78,100 and $15,768, respectively, were due on this note. At March 31, 2024, principal and accrued interest in the amount of $78,100 and $18,999, respectively, were due on this note. This note was in default at March 31, 2024. Leath Note On September 15, 2022, the Company issued a 10% Promissory Note in the principal amount of $50,000 to Mack Leath (the “Leath Note”). The Leath Note bears interest at the rate of 10% per annum accrued monthly and has a maturity date that is the earlier of (i) December 15, 2022, or (ii) five business days after the date on which the Company successfully lists its shares of common stock on Nasdaq or NYSE. The purchase price of the Leath Note was $42,500; the amount payable at maturity will be $50,000 plus 10% of that amount plus any accrued and unpaid interest. Following an event of default as defined in the Leath 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 Leath Note entered default status on December 16, 2022, and the interest rate increased to 18%. The Leath 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 Mr. Leath reasonably believes contains a term that is more favorable than those in the Leath Note, the Company shall notify Mr. Leath of such term, and such term, at the option of Mr. Leath, shall become a part of the Leath Note. In addition, Mr. Leath received 410 shares of common stock with a value of $2,868; this amount was recorded as a discount to the Leath Note. At December 31, 2023, principal and accrued interest in the amount of $55,000 and $10,757, respectively, were due on this note. At March 31, 2024, principal and accrued interest in the amount of $55,000 and $13,032, respectively, were due on this note. This note was in default at March 31, 2024. November 29, 2022 Notes On November 29, 2022, the Company issued seven identical promissory notes (the “November 29 Notes”) in related party transactions to the following individuals: (1) Thomas Brodmerkel, who was the Company’s CFO and Board Member; (2) Lawrence Diamond, who was the Company’s Chief Executive Officer and Board Member; (3) Sheila Schweitzer, who was a Board Member; (4) Faraz Naqvi, a former Board Member; (5) Juan Carlos Iturregui, who was a Board Member; (6) Jenny Lindstrom, who was the Company’s former Vice President and Chief Legal Officer; and (7) Michael C. Howe, who was the Chief Executive Officer of The Good Clinic, one of our subsidiaries (collectively, the “November 29 Lenders”). The November 29 notes have due dates of May 28, 2023. The November 29 Notes are subject to the Series E Exchange Agreement whereby each of the November 29 Lenders will exchange (a) amounts due under the November 29 Notes for a number of shares of the Company’s Series E Convertible Preferred Stock equal to 150% of the principal amount of each November 29 Note. See note 13. The November 29 Notes bear interest at the rate of 10% per annum which will accrue from the date of the note only if the November 29 Notes are not converted pursuant to the Series E Exchange Agreement by May 10, 2023. Following an event of default as defined in the November 29 Notes, 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 November 29 Notes contain a “most favored nations” clause that provides that, so long as the note is outstanding, if the Company issues any new security which November 29 Lender reasonably believes contains a term that is more favorable than those in the November 29 Note, the Company shall notify the November 29 Lenders of such term, and such term, at the option of the November 29 Lenders, shall become a part of the November 29 Note. In addition, each of the November 29 Lenders will receive five-year warrants to purchase 750 shares of the Company’s common stock at a price equal to the price of any warrant included in an offering in connection with listing at the Nasdaq Global Market. These warrants are not deemed issued at December 31, 2022 because the exercise price was not yet determined. Discounts in the amount of $667 were amortized to interest expense for each of the November 29 Notes during the year ended December 31, 2022, and discounts in the amount of $3,083 remained outstanding for each of the November 29 Notes at December 31, 2022. Principal and accrued interest in the amounts $18,750 and $164, respectively, were due on each of the seven November 29 Note at December 31, 2022. Concurrent with the November 29 Notes, the Company entered into separate exchange agreements (the “November 29 Notes Exchange Agreements”). Pursuant to the November 29 Notes Exchange Agreements, amounts due under the November 29 Notes will be exchanged for a number Series E Convertible Preferred Stock equal to 150% of the principal amount of the Notes. No transactions occurred pursuant to the November 29 Notes Exchange Agreements during the year ended December 31, 2022. During the year ended December 31, 2023, interest in the amount of $11,967 was accrued on the November 29 Notes. On September 29, 2023, three of the November 29 Lenders (1) Thomas Brodmerkel, (2) Lawrence Diamond, and (3) Faraz Naqvi converted their November 29 Notes into shares of the Company’s Series F Preferred Stock as follows: Each of the noteholders converted an equity investment incentive in the amount of $13,553 representing 65% of the total amount due under the November 29 Note , along with original principal of $18,750 and accrued interest of $2,101 (a total of $34,404) into 34 shares of the Company’s Series F Preferred Stock. Other than the equity investment incentives of $13,553, there was no gain or loss recognized on this transaction as the Series F Preferred Stock was issued at its face value of $1,000 per share. On September 29, 2023, one of the November 29 Lenders, Sheila Schweitzer, converted her November 29 Note into shares of the Company’s restricted common stock as follows: principal of $18,750 and accrued interest of $2,101 were converted at a price of $0.80 per share into 26,064 shares of the Company’s common stock. On December 8, 2023 pursuant to the Howe debt exchange agreement, Mr. Howe exchanged his note in the principal amount of $18,750 and accrued interest of $2,682 for certain assets of the company. No amounts were due under the Howe note as of December 31, 2023. At December 31, 2023, there was principal and interest in the aggregate amount of $37,500 and $5,903, respectively, due on the two November 29 Notes that are still outstanding. At March 31, 2024, there was principal and interest in the aggregate amount of $37,500 and $6,851, respectively, due on the two November 29 Notes that are still outstanding. Aggregate interest expense as described on the above notes payable – related parties was $10,581 for the three months ended March 31, 2024. Accrued interest on notes payable – related parties was $72,374 and $61,792 at March 31, 2024 and December 31, 2023, respectively. |
Derivative Liabilities
Derivative Liabilities | 3 Months Ended |
Mar. 31, 2024 | |
Disclosure Text Block [Abstract] | |
Derivatives and Fair Value [Text Block] | Note 10: 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 Monte Carlo Model. Valuations derived from this model are subject to ongoing internal and external verification and review. The model uses market-sourced inputs such as interest rates and stock price volatilities. Selection of these inputs involves management’s judgment and may impact net income. The derivative components of these notes are valued at issuance, at conversion, at restructure, and at each period end. Derivative liability activity for the three months ended March 31, 2024 is summarized in the table below: December 31, 2023 $ 152,945 True-up features issued - Settled upon conversion or exercise - Loss on revaluation - March 31, 2024 $ 152,945 The Company uses a Monte Carlo model to value certain features of its notes payable that create derivative liabilities. The following tables summarize the assumptions for the valuations: March 31, December 31, 2024 2023 Volatility 475.7 % 95.1% to 123.2 % Stock Price $ 0.0250 $ 1.06 to 3.50 Risk-free interest rates 5.21 % 4.35% to 4.37 % Term (years) 0.39 0.73 to 0.86 Certain of our notes payable contain a commitment fee obligation with a true-up feature. The following assumptions were used for the valuation of the derivative liability associated with this obligation: ● The stock price would fluctuate with the Company projected volatility. ● The projected volatility curve from an annualized analysis for each valuation date was based on the historical volatility of the Company and the term remaining for the True-Up obligation. ● The Company expected the note would be repaid 90% of the time by the maturity date, at which point the Company would redeem the 1,000,000 redeemable commitment fee shares for $1. ● In the event the Company did not repay the note in time, the shareholders would sell their shares subject to volume restrictions. ● Discount rates were based on risk free rates in effect based on the remaining term. 50,000 simulations were run for each Monte Carlo simulation. |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) | 3 Months Ended |
Mar. 31, 2024 | |
Stockholders' Equity Note [Abstract] | |
Equity [Text Block] | Note 11: Stockholders Equity (Deficit) Common Stock The Company has authorized 500,000,000 shares of common stock, par value $0.01; 5,634,027 were issued and outstanding at March 31, 2024. During the three months ended March 31, 2024, the Company issued 66,070 shares of common stock for dividends payable on its 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, 10,000 shares of Series E Preferred, 140,000 shares of Series F Preferred, and 24,227 shares as Series X Preferred Stock. Series A Preferred Stock The Series A Preferred Stock has a par value of $0.01 per share, no stated maturity, a liquidation preference of $25.00 per share and accrued dividends at the rate of 12% on $25.00 per share. The Company had no shares of Series A Preferred Stock outstanding at March 31, 2024. Series C Preferred Stock The Series C Preferred Stock has a par value of $0.01 per share, no stated maturity, a liquidation preference of 100% of the stated value plus accrued but unpaid dividends, accrued dividends at the rate of 6% on $1.05 per share, and converts into common shares at a rate of $0.25 per share. The Series C ranks senior to all other preferred stock of the Company except in relation to the Series X Cumulative Redeemable Perpetual Preferred Stock, which ranks Pari passu Series D Preferred Stock The Series D Preferred Stock has a par value of $0.01 per share, no stated maturity, a liquidation preference of 100% of the stated value plus accrued but unpaid dividends, accrued dividends at the rate of 6% on $1.05 per share, and converts into common shares at a rate of $0.25 per share. The Series D ranks senior to all other preferred stock of the Company except in relation to the Series X Cumulative Redeemable Perpetual Preferred Stock, which ranks Pari passu The Company accrued dividends in the amount of $3,928 on the Series D Preferred Stock for the three months ended March 31, 2024. As of March 31, 2024, the Company had $37,727 in accrued dividends on the Series D Preferred Stock. Series E Preferred Stock On November 7, 2022, the Company filed a Certificate of Designations, Preferences and Rights of Series E Convertible Perpetual Preferred Stock (the “Series E”) with the Delaware Secretary of State. The number of shares of Series E designated is 10,000 and each share of Series E has a stated value equal to $1,000. Each share of Series E Preferred Stock shall have a par value of $0.01. There are 0 shares of Series E Preferred Stock outstanding at March 31, 2024. No shares of Series E Preferred Stock have ever been issued. As long as any shares of Series E are outstanding, the Company shall not, without the affirmative vote of the holders of a majority of the then outstanding shares of the Series E, (a) alter or change the preferences, rights, privileges or powers given to the Series E or alter or amend the Certificate of Incorporation or bylaws, (b) increase or decrease (other than by conversion) the number of authorized shares of Series E, or (c) create or authorize any new class of shares that has a preference over Series E. Unless previously converted into shares of Common Stock, any shares of Series E issued and outstanding, shall be redeemable at the option of the Company for cash at a redemption price per share equal to 110% of the initial issuance price, or $1,100, plus all dividends declared thereon. Each share of Series E shall become convertible, at the option of the holder, commencing on the date of issuance, into such number of fully paid and non-assessable shares of Common Stock. The conversion price shall be, as of the conversion date, (a) prior to the date of the qualified offering the average VWAP per share of the Common Stock for the five (5) trading days prior to the date of conversion and (b) on or following the date of the qualified offering, the qualified offering price (the “Conversion Price”). Immediately following the 120th day following the qualified offering, the Conversion Price shall be adjusted to the lesser of (a) the average VWAP per share of the Common Stock for the five (5) trading days immediately following the 120th day following the qualified offering and (b) the Conversion Price on such date, which shall in no event be less than $0.05. Series F Preferred Stock On March 23, 2023, the Company filed a Certificate of Designations, Preferences and Rights of Series F 12% PIK $0.01 par value Convertible Perpetual Preferred Stock with the Delaware Secretary of State. The number of shares of Series F Preferred Stock designated is 140,000 and each share of Series F Preferred Stock has a liquidation preference of $1,000. The Series F Preferred Stock will rank senior to the Corporation’s Common Stock and on parity with all Preferred Stock of the Corporation with terms specifically providing that such Preferred Stock rank on parity with the Series F Preferred Stock with respect to rights to the distribution of assets upon any liquidation, dissolution or winding up of the Corporation; and (iii) junior to all Preferred Stock of the Corporation with terms specifically providing that such Preferred Stock rank senior to the Series F Preferred Stock with respect to rights to the distribution of assets upon any liquidation, dissolution or winding up of the Company. Holders of shares of the Series F Preferred Stock are entitled to receive payment-in-kind dividends payable only in additional shares of Series F Preferred Stock (“PIK Dividends”) at rate of 12% per annum. The Series F Preferred Stock will be convertible into common stock of the Company upon the listing of the Company’s stock on any of the following trading markets: the NYSE, the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, or the Nasdaq Global Select Market. The conversion price will be calculated as 65% of the volume-weighted average price of the Company’s common stock on the conversion date. The number of shares issuable upon conversion will be calculated as the liquidation preference of the Series F Preferred stock plus any accrued but unpaid dividends divided by the conversion price. There are 20,057 shares of Series F Preferred Stock outstanding at March 31, 2024 The Company accrued dividends in the amount of $608,393 on the Series F Preferred Stock for the three months ended March 31, 2024. As of March 31, 2024, the Company had $2,164,466 in accrued dividends on the Series F Preferred Stock. Series X Preferred Stock The Company has 24,227 shares of its 10% Series X Cumulative Redeemable Perpetual Preferred Stock (the “Series X Preferred Stock”) outstanding as of December 31, 2023 and 2022. 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. Beginning in July 2023 the Company elected to use a price per share of $.80, a 20% discount to the average price of its common stock of $1.00, before the trading of its common stock was moved to the OTC Expert Market system. Each one share of the Series X Preferred Stock is entitled to 400 votes on all matters submitted to a vote of our shareholders. On February 9, 2024, the Company issued 41,057 shares of common stock for dividends payable on its Series X Preferred Stock for the period from July 2023 through December 31, 2023. On March 20, 2024, the Company issued a total of 25,013 shares of restricted common stock for the payment of dividends due for its Series X Preferred stock during the first quarter of 2024 using the $.80 price per share as noted above. The Company accrued dividends in the amount of $26,244 on the Series X Preferred Stock for the three months ended March 31, 2024. As of March 31, 2024, the Company had $0 in accrued dividends on the Series X Preferred Stock. Stock Options On January 21, 2021 the Company filed a Form S-8 containing the Mitesco Omnibus Securities and Incentive Plan (“the Plan”) with the SEC. In Sections 4.2 and 4.3 of the Plan it is noted that the Board of Directors has the authority for administration of the Plan. On January 7, 2024 the Board of Directors voted to a) cancel, revoke and terminate any previously issued options that have not already been exercised. For a number of technical reasons the Plan is no longer valid, and in addition to cancellation of any outstanding options, the Board has voted to formally terminate the Plan. A copy of the Form S-8 which references the Plan can be found at: https://www.sec.gov/Archives/edgar/data/802257/000118518521000098/ex_221520.htm The following table summarizes the options outstanding at March 31, 2024 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 $ 1.50 13,667 6.04 $ 1.50 13,667 $ 1.50 13,667 6.04 $ 1.50 13,667 $ 1.50 The following table summarizes the transactions involving options to purchase shares of the Company’s common stock: Shares Weighted- Average Exercise Price ($) Outstanding at December 31, 2023 100,934 $ 10.01 Granted - - Cancelled/Expired (87,267 ) $ 11.38 Exercised - - Outstanding at March 31, 2024 13,667 $ 1.50 Options vested and exercisable 13,667 $ 1.50 At March 31, 2024, the total stock-based compensation cost related to unvested awards not yet recognized was $263,422 which vest upon various contingent requirements. At March 31, 2024, there was no intrinsic value on the issued or vested options. Warrants The following table summarizes the warrants outstanding on March 31, 2024, and the related prices for the warrants 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 warrants contractual outstanding warrants exercisable prices outstanding life (years) warrants exercisable warrants $ 2.50-37.50 673,208 2.42 $ 30.64 673,208 $ 30.64 673,208 2.42 $ 30.64 673,208 $ 30.64 The following table summarizes the transactions involving options to purchase shares of the Company’s common stock: Shares Weighted- Average Exercise Price ($) Outstanding at December 31, 2023 673,208 $ 30.64 Granted - $ - Exercised - $ - Outstanding at March 31, 2024 673,208 $ 30.64 At March 31, 2024, there was no intrinsic value on the issued or vested options. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024 and December 31, 2023 . March 31, 2024 Level 1 Level 2 Level 3 Total Liabilities Derivative liabilities $ - $ - $ 152,945 $ 152,945 December 31, 2023 Level 1 Level 2 Level 3 Total Liabilities Derivative liabilities $ - $ - $ 152,945 $ 152,945 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | Note 13: Commitments and Contingencies Legal From time to time, we may become involved in legal proceedings or be subject to claims arising in the ordinary course of our business. On June 23, 2022, The Good Clinic LLC was notified that a former employee had filed a lawsuit for wrongful termination. The Good Clinic believes the lawsuit is without merit. Mitesco (Company) was not named in the suit. We have settled this matter as of January 11, 2024 for total consideration consisting of a cash payment of $3,000. On October 25, 2022, the Company was notified that a vendor filed a lawsuit related to a contract dispute naming both The Good Clinic and The CEO of the Good Clinic. This suit was settled on May 5, 2023, and dismissed with prejudice on May 12, 2023. The settlement included the issuance of the Company’s restricted common stock. As a part of the settlement the Company issued 2,552 shares of its restricted common stock to the plaintiff and it issued to the CEO of The Good Clinic 19,622 of its restricted common stock, plus $3,000 in cash for reimbursement of expenses related to settling the suit with the vendor. The Company has a number of legal situations involved with the winding down of its clinic business activities. These include claims regarding certain construction contracts and cancellation of leases as noted below: Nordhaus Clinic On November 1, 2020, we entered into an agreement to open a clinic in Minneapolis, Minnesota. The initial lease term is eight years. Fixed rent payments under the initial term are approximately $511,000. On November 6, 2023, the Company received a termination notice from the landlord indicating the lease had been terminated. No additional claims have been received by the landlord and the Company believes no additional amounts are owed. Egan Clinic a.k.a. Vikings On October 14, 2021, we entered into an agreement to open a clinic in Eagan, Minnesota, which began operations in the fourth quarter of 2021. The initial lease term is for 96 months. Fixed rent payments under the initial term are approximately $767,000. A Summary Judgment was granted on December 4, 2023, in the amount of $488,491, and the entry of final judgment was entered on December 15, 2023 and the Company has released the property back to the leaseholder. St. Paul Clinic a.k.a. The Grove On August 31, 2021, we entered into an agreement to open a clinic in St. Paul, Minnesota, which began operations in the fourth quarter of 2021. The initial lease term is for 114 months. Fixed rent payments under the initial term are approximately $1,153,000. A stipulation for Judgment was filed on December 21, 2023 in the amount of $415,266. The stipulated judgment includes $178,542 in unpaid back rent, $172,124 in resolution of mechanics’ liens, and $64,600 in attorneys’ fees. Final entry of judgment by the Court was entered against the Company on January 19, 2024, and the Company has released the property back to the leaseholder. St. Louis Park Clinic a.k.a. Excelsior & Grand On May 24, 2021, we entered into an agreement to open a clinic in St. Louis Park, Minnesota, which began operations in the third quarter of 2021. The initial lease term is seven years. Fixed rent payments under the initial term are approximately $673,000. The Company agreed to and executed a Confession of Judgment in the amount of $425,351 on April 2, 2024 and has released the property back to the leaseholder. We received the fully executed and recorded judgement on April 10, 2024. Eden Prairie Clinic a.k.a. TP Elevate On June 8, 2021, we entered into an agreement to open a clinic in Eden Prairie, Minnesota, which began operation in the third quarter of 2021. The initial lease term is eight years. Fixed rent payments under the initial term are approximately $620,000. The Company has surrendered possession of the property and is currently in negotiations the amounts owed and is in the process of settling the remaining amounts owed. Maple Grove Clinic a.k.a. Arbor Lakes On October 8, 2021, we entered into an agreement to open a clinic in Maple Grove, Minnesota which began operation in the fourth quarter of 2021. The initial lease term is for 108 months. Fixed rent payments under the initial term are approximately $1,153,127. On October 22, 2022, the Company entered into a settlement agreement with the leaseholder for $219,576 and the Company has released the property back to the leaseholder. Radiant Clinic a.k.a. LMC Welton On September 9, 2021, we entered into an agreement to open a clinic in Denver, Colorado, which was expected to begin operation in the first quarter of 2023 but possession of which has been relinquished to the landlords. The initial lease term is for 90 months. Fixed rent payments under the initial term are approximately $782,000. As of April 10, 2024, the Company has settled the amounts owed to the leaseholder and full resolution of all liens for approximately $530,000 and the Company has released the property back to the leaseholder. Quincy Clinic a.k.a. 1776 Curtis On September 28, 2021, we entered into an agreement to open a clinic in Denver, Colorado, which was expected to begin operation in the first quarter of 2023 but possession of which has been relinquished to the landlords. The initial lease term is for 94 months. Fixed rent payments under the initial term are approximately $1,079,000. A Final Judgment was granted on November 14, 2023, in the amount of $348,764 including interest, fees and other costs. The Company has released the property back to the leaseholder. The following table summarizes the status of our property settlements as noted above and the total settlement amounts as of the date of the filing: LOCATION ALSO KNOWN AS: PROPERTY NAME/OWNER ORIGINAL OBLIGATION (NOT INC. CAPX) SETTLEMENT AMOUNT TYPE OF SETTLEMENT MINNEAPOLIS, MN NORDHAUS LENNAR $ 511,000 $ - N.A. WAYZETTA, MN PROMINADE WAZETTA BAY $ 407,000 $ 25,000 CASH PAYMENT OBLIGATION EAGAN, MN EAGAN CLINIC VIKINGS $ 767,000 $ 488,491 DEFAULT JUDGEMENT ST. LOUIS PARK, MN EXCELSIOR & GRAND EXCELSIOR $ 673,000 $ 425,350 DEFAULT JUDGEMENT ST. PAUL, MN THE GROVE CONTINENTAL 560 $ 1,153,000 $ 415,606 DEFAULT JUDGEMENT EDEN PRARIE ELEVATE TP ELEVATE $ 620,000 $ - IN PROCESS MAPLE GROVE, MN ARBOR LAKES BUTTNICK $ 1,153,127 $ 219,575 SETTLEMENT AGREE DENVER, CO LMC WELTON RADIANT $ 782,000 $ 530,000 DEFAULT JUDGEMENT DENVER, CO 1776 CURTIS QUINCY $ 1,079,000 $ 348,764 DEFAULT JUDGEMENT TOTAL $ 7,145,127 $ 2,452,768 Administrative offices On June 24, 2021, we entered into an agreement to open an administrative office in St. Louis Park, Minnesota. The initial lease term is 2.5 years. Fixed rent payments under the initial term are approximately $244,000. We have not entered into a settlement agreement on this site as of the date of this filing but expect to shortly. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | Note 14: Subsequent Events Effective April 1, 2024 the Company intends to return to the dividend payment terms as defined in the Certificate of Designation for the Series X Preferred stock, as such the share price used in future dividend payment shall be determined using the closing price of the common stock on the 15 th Advisory Board The Board of Directors recently authorized the creation of a new Advisory Board whose participants shall include subject matter experts in certain business areas under consideration by the Company. These positions are “non-executive” and as such are not governed by Section 16 of the Securities Act. The compensation for the participants shall be $60,000 per year paid through the issuance of restricted common stock. The per share valuation to be used shall be determined by the Board of Directors based on the market of the Company’s common stock at the time of the appointment. On March 19, 2024, the Company announced its first participants to that Board. Each will receive $60,000 of restricted common stock for their services over the next 12 months. The Board has determined that the price per share for the restricted stock shall be $.80, the same pricing used for the payment of dividends to Series X Preferred shareholders. This results in the issuance of 75,000 shares for each member, in aggregate 225,000 shares of restricted common stock. On April 26, 2024 the Board authorized that the per share valuation to be used shall be determined by the Board of Directors based on the market of the Company’s common stock at the time of the appointment. The Board of Director has made April 1, 2024, the effective date for the Advisors appointed through April 1, 2024. On April 26, 2024, the Company announced two additional participants to that Board. Each will receive $60,000 of restricted common stock for their services over the next 12 months. The Board has determined that the price per share for the restricted stock shall be $0.80, resulting in the issuance of 75,000 shares for each member, in aggregate 150,000 shares. On May 10, 2024 the Company issued each of the above four (4) Advisors 75,000 shares of restricted common stock in consideration of their participation on the Advisory Board. The total of 300,000 restricted shares in aggregate were valued at $0.80 each as noted above. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ 46,524 | $ (5,613,825) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation The consolidated financial statements and related disclosures as of March 31, 2024 are unaudited, pursuant to the rules and regulations of the United States Securities and Exchange Commission (“ SEC |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation |
Earnings Per Share, Policy [Policy Text Block] | Per Share Data - |
Discontinued Operations, Policy [Policy Text Block] | Discontinued Operations - Presentation of Financial Statements Property, Plant and Equipment |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Standards ASU 2023-07 Segment Reporting ( Topic 280 Improvements to Reportable Segment Disclosures, In December 2023, the FASB issued ASU 2023-09 Income Taxes ( Topic 740 Improvements to Income Tax Disclosures, 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. |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations [Table Text Block] | The following information presents the major classes of line items constituting the after-tax loss from discontinued operations in the consolidated statements of operations: Three Months Ended March 31, March 31, 2024 2023 Revenue $ - $ - Cost of goods sold - 2,419 Gross margin - (2,419 ) Selling, general, and administrative expenses - (381,501 ) Impairment of assets - (2,143,428 ) Other (income) expense: Gain on termination of operating lease - 287,897 Interest expense - (85,593 ) Loss from discontinued operations, net of tax $ - $ (2,325,044 ) Three Months Ended March 31, March 31, 2024 2023 Depreciation expense $ - $ 33,262 Impairment of property and equipment $ - $ 2,271,893 Changes in accounts payable and accrued liabilities $ - $ 549,929 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities [Table Text Block] | Accounts payable and accrued liabilities consisted of the following at March 31, 2024 and December 31, 2023: March 31, December 31, 2024 2023 Trade accounts payable $ 6,604,738 $ 7,094,334 Accrued payroll and payroll taxes 788,496 743,778 Total accounts payable and accrued liabilities $ 7,393,234 $ 7,838,112 |
Right to Use Assets and Lease_2
Right to Use Assets and Lease Liabilities – Operating Leases (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Disclosure Text Block [Abstract] | |
Lease, Cost [Table Text Block] | Operating lease liabilities are summarized below: March 31, 2024 December 31, 2023 Lease liability $ 99,477 $ 99,477 Less: current portion (99,477 ) (99,477 ) Lease liability, non-current $ - $ - |
Lessee, Operating Lease, Liability, to be Paid, Maturity [Table Text Block] | For all leases for which a legal settlement have been entered into, all amounts have been reclassified to legal settlements as of March 31, 2024 and December 31, 2023. For the period ended December 31, 2024 $ 99,477 For the period ended December 31, 2025 - For the period ended December 31, 2026 - For the period ended December 31, 2027 - For the period ended December 31, 2028 - Thereafter - Total $ 99,477 Less: Present value discount - Lease liability $ 99,477 |
Notes Payable (Tables)
Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Notes Payable (Tables) [Line Items] | |
Schedule of Debt [Table Text Block] | The following table summarizes the outstanding notes payable as of March 31, 2024 and December 31, 2023, respectively: March 31, 2024 December 31, 2023 Kishon Note $ 431,666 $ 431,666 Finnegan Note 1 51,765 51,765 Finnegan Note 2 32,353 32,353 Schrier Note 25,882 25,882 Nommsen Note 64,705 64,705 Caplan Note 64,705 64,705 Finnegan Note 3 32,353 32,353 Lightmas Note 66,000 66,000 Lewis Note 33,000 33,000 Goff Note 33,000 33,000 Hagan Note 110,000 110,000 Cavalry Note 1 25,000 - Cavalry Note 2 50,000 - Mercer Note 1 25,000 - Mercer Note 2 50,000 - ABJ Note 50,000 - Notes Payable $ 1,142,429 $ 945,429 Current Portion $ 1,145,429 $ 945,429 Long-term portion $ - $ - |
Related Party [Member] | |
Notes Payable (Tables) [Line Items] | |
Schedule of Debt [Table Text Block] | The following table summarizes the outstanding related party notes payable as of March 31, 2024 and December 31, 2023, respectively March 31, 2024 December 31, 2023 M Diamond Note 64,706 64,706 Dobbertin Note 19,412 19,412 Lindstrom Note 45,294 45,294 Mitchell Note 78,100 78,100 Leath Note 55,000 55,000 November 29, 2022 Notes 37,500 37,500 Notes Payable 300,012 300,012 Current Portion, net of discount $ 300,012 $ 300,012 Long-term portion, net of discount $ - $ - |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Disclosure Text Block [Abstract] | |
Schedule of Derivative Instruments [Table Text Block] | Derivative liability activity for the three months ended March 31, 2024 is summarized in the table below: December 31, 2023 $ 152,945 True-up features issued - Settled upon conversion or exercise - Loss on revaluation - March 31, 2024 $ 152,945 |
Fair Value, Assets and Liabilities Measured on Nonrecurring Basis, Valuation Techniques [Table Text Block] | The Company uses a Monte Carlo model to value certain features of its notes payable that create derivative liabilities. The following tables summarize the assumptions for the valuations: March 31, December 31, 2024 2023 Volatility 475.7 % 95.1% to 123.2 % Stock Price $ 0.0250 $ 1.06 to 3.50 Risk-free interest rates 5.21 % 4.35% to 4.37 % Term (years) 0.39 0.73 to 0.86 |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Stockholders' Equity Note [Abstract] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Table Text Block] | The following table summarizes the options outstanding at March 31, 2024 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 $ 1.50 13,667 6.04 $ 1.50 13,667 $ 1.50 13,667 6.04 $ 1.50 13,667 $ 1.50 |
Share-Based Payment Arrangement, Option, Activity [Table Text Block] | The following table summarizes the transactions involving options to purchase shares of the Company’s common stock: Shares Weighted- Average Exercise Price ($) Outstanding at December 31, 2023 100,934 $ 10.01 Granted - - Cancelled/Expired (87,267 ) $ 11.38 Exercised - - Outstanding at March 31, 2024 13,667 $ 1.50 Options vested and exercisable 13,667 $ 1.50 |
Schedule Of Warrant Purchase Exercise Price Range [Table Text Block] | The following table summarizes the warrants outstanding on March 31, 2024, and the related prices for the warrants 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 warrants contractual outstanding warrants exercisable prices outstanding life (years) warrants exercisable warrants $ 2.50-37.50 673,208 2.42 $ 30.64 673,208 $ 30.64 673,208 2.42 $ 30.64 673,208 $ 30.64 |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | The following table summarizes the transactions involving options to purchase shares of the Company’s common stock: Shares Weighted- Average Exercise Price ($) Outstanding at December 31, 2023 673,208 $ 30.64 Granted - $ - Exercised - $ - Outstanding at March 31, 2024 673,208 $ 30.64 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024 and December 31, 2023 . March 31, 2024 Level 1 Level 2 Level 3 Total Liabilities Derivative liabilities $ - $ - $ 152,945 $ 152,945 December 31, 2023 Level 1 Level 2 Level 3 Total Liabilities Derivative liabilities $ - $ - $ 152,945 $ 152,945 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Property Settlement Obligations [Table Text Block] | The following table summarizes the status of our property settlements as noted above and the total settlement amounts as of the date of the filing: LOCATION ALSO KNOWN AS: PROPERTY NAME/OWNER ORIGINAL OBLIGATION (NOT INC. CAPX) SETTLEMENT AMOUNT TYPE OF SETTLEMENT MINNEAPOLIS, MN NORDHAUS LENNAR $ 511,000 $ - N.A. WAYZETTA, MN PROMINADE WAZETTA BAY $ 407,000 $ 25,000 CASH PAYMENT OBLIGATION EAGAN, MN EAGAN CLINIC VIKINGS $ 767,000 $ 488,491 DEFAULT JUDGEMENT ST. LOUIS PARK, MN EXCELSIOR & GRAND EXCELSIOR $ 673,000 $ 425,350 DEFAULT JUDGEMENT ST. PAUL, MN THE GROVE CONTINENTAL 560 $ 1,153,000 $ 415,606 DEFAULT JUDGEMENT EDEN PRARIE ELEVATE TP ELEVATE $ 620,000 $ - IN PROCESS MAPLE GROVE, MN ARBOR LAKES BUTTNICK $ 1,153,127 $ 219,575 SETTLEMENT AGREE DENVER, CO LMC WELTON RADIANT $ 782,000 $ 530,000 DEFAULT JUDGEMENT DENVER, CO 1776 CURTIS QUINCY $ 1,079,000 $ 348,764 DEFAULT JUDGEMENT TOTAL $ 7,145,127 $ 2,452,768 |
Going Concern (Details)
Going Concern (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Cash and Cash Equivalents, at Carrying Value | $ 40,785 | $ 2,838 |
Liabilities, Current | $ 14,726,727 | $ 14,134,595 |
Discontinued Operations (Detail
Discontinued Operations (Details) $ in Millions | Dec. 08, 2023 USD ($) |
Discontinued Operations and Disposal Groups [Abstract] | |
Proceeds from Sale of Productive Assets | $ 2.5 |
Discontinued Operations (Deta_2
Discontinued Operations (Details) - Disposal Groups, Including Discontinued Operations - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Disposal Groups Including Discontinued Operations Abstract | ||
Revenue | $ 0 | $ 0 |
Cost of goods sold | 0 | 2,419 |
Gross margin | 0 | (2,419) |
Selling, general, and administrative expenses | 0 | (381,501) |
Impairment of assets | 0 | (2,143,428) |
Gain on termination of operating lease | 0 | 287,897 |
Interest expense | 0 | (85,593) |
Loss from discontinued operations, net of tax | 0 | (2,325,044) |
Depreciation expense | 0 | 33,262 |
Impairment of property and equipment | 0 | 2,271,893 |
Changes in accounts payable and accrued liabilities | $ 0 | $ 549,929 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Liabilities (Details) - Schedule of Accounts Payable and Accrued Liabilities - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Schedule Of Accounts Payable And Accrued Liabilities Abstract | ||
Trade accounts payable | $ 6,604,738 | $ 7,094,334 |
Accrued payroll and payroll taxes | 788,496 | 743,778 |
Total accounts payable and accrued liabilities | $ 7,393,234 | $ 7,838,112 |
Right to Use Assets and Lease_3
Right to Use Assets and Lease Liabilities – Operating Leases (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | |
Disclosure Text Block [Abstract] | ||
Estimated Litigation Liability, Current | $ 2,452,768 | $ 2,219,886 |
Gain (Loss) Related to Litigation Settlement | $ 233,205 |
Right to Use Assets and Lease_4
Right to Use Assets and Lease Liabilities – Operating Leases (Details) - Lease, Cost - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Lease, Cost [Abstract] | ||
Lease liability | $ 99,477 | $ 99,477 |
Less: current portion | (99,477) | (99,477) |
Lease liability, non-current | $ 0 | $ 0 |
Right to Use Assets and Lease_5
Right to Use Assets and Lease Liabilities – Operating Leases (Details) - Lessee, Operating Lease, Liability, Maturity - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 15, 2023 | Nov. 14, 2023 | Oct. 14, 2021 | Oct. 08, 2021 | Sep. 28, 2021 | Sep. 21, 2021 | Jun. 08, 2021 | May 04, 2021 | Nov. 01, 2020 |
Lessee Operating Lease Liability Maturity Abstract | |||||||||||
For the period ended December 31, 2024 | $ 99,477 | ||||||||||
For the period ended December 31, 2025 | 0 | ||||||||||
For the period ended December 31, 2026 | 0 | ||||||||||
For the period ended December 31, 2027 | 0 | ||||||||||
For the period ended December 31, 2028 | 0 | ||||||||||
Thereafter | 0 | ||||||||||
Total | 99,477 | $ 1,153,000 | $ 244,000 | $ 767,000 | $ 1,153,127 | $ 1,079,000 | $ 782,000 | $ 620,000 | $ 673,000 | $ 511,000 | |
Less: Present value discount | 0 | ||||||||||
Lease liability | $ 99,477 | $ 99,477 |
SBA Loan Payable (Details)
SBA Loan Payable (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Jul. 12, 2023 | Mar. 31, 2024 | Dec. 31, 2023 | May 04, 2020 | |
SBA Loan Payable (Details) [Line Items] | ||||
Debt Instrument, Periodic Payment | $ 2,595 | |||
Loans Payable to Bank | $ 467,117 | |||
Notes Payable | $ 1,142,429 | $ 945,429 | ||
PPP Loan [Member] | ||||
SBA Loan Payable (Details) [Line Items] | ||||
Debt Instrument, Face Amount | $ 460,400 | |||
Debt Instrument, Interest Rate, Effective Percentage | 1% | 1% | ||
Gains (Losses) on Restructuring of Debt | $ 40,622 | |||
Notes Payable | $ 433,343 | |||
Repayments of Debt | 7,786 | |||
PPP Loan [Member] | Accrued Interest [Member] | ||||
SBA Loan Payable (Details) [Line Items] | ||||
Repayments of Debt | $ 1,052 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||||||||||||
Feb. 28, 2024 | Jan. 23, 2024 | Dec. 08, 2023 | Sep. 29, 2023 | Nov. 29, 2022 | Sep. 15, 2022 | Sep. 02, 2022 | Aug. 04, 2022 | Jul. 27, 2022 | Jul. 26, 2022 | Jul. 07, 2022 | Jun. 09, 2022 | May 26, 2022 | May 23, 2022 | May 10, 2022 | Dec. 30, 2021 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Notes Payable (Details) [Line Items] | ||||||||||||||||||||
Class of Warrant or Rights, Granted (in Shares) | 0 | |||||||||||||||||||
Derivative Liability, Current | $ 152,945 | $ 152,945 | ||||||||||||||||||
Proceeds from Issuance of Debt | $ 200,000 | $ 0 | ||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 30.64 | $ 30.64 | ||||||||||||||||||
Warrants and Rights Outstanding | $ 673,208 | |||||||||||||||||||
Interest Expense, Debt | $ 40,624 | |||||||||||||||||||
Minimum [Member] | ||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 2.5 | |||||||||||||||||||
Kishon Note [Member] | ||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||
Stock Issued During Period, Value, Other | $ 159,259 | |||||||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | 12,741 | |||||||||||||||||||
Class of Warrant or Rights, Granted (in Shares) | 5,556 | |||||||||||||||||||
Derivative Liability, Current | $ 27,793 | |||||||||||||||||||
Debt Instrument, Face Amount | 277,777 | |||||||||||||||||||
Proceeds from Issuance of Debt | 250,000 | |||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 138,492 | |||||||||||||||||||
Debt Instrument, Maturity Date | Nov. 10, 2022 | |||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12% | |||||||||||||||||||
Debt Instrument, Fee Amount | $ 15,000 | |||||||||||||||||||
Debt Instrument, Debt Default, Amount | $ 431,666 | 431,666 | ||||||||||||||||||
Interest Payable | 108,281 | 88,909 | ||||||||||||||||||
Kishon Note [Member] | Measurement Input, Default Rate [Member] | ||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 18% | |||||||||||||||||||
Kishon Note [Member] | Minimum [Member] | ||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10% | |||||||||||||||||||
Finnegan Note 1 [Member] | ||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||
Stock Issued During Period, Value, Other | $ 3,240 | |||||||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | 1,930 | |||||||||||||||||||
Debt Instrument, Face Amount | $ 47,059 | |||||||||||||||||||
Proceeds from Issuance of Debt | $ 40,000 | |||||||||||||||||||
Debt Instrument, Maturity Date | Nov. 20, 2022 | |||||||||||||||||||
Debt Instrument, Debt Default, Amount | 51,765 | 51,765 | ||||||||||||||||||
Interest Payable | 14,030 | 11,889 | ||||||||||||||||||
Warrants and Rights Outstanding | $ 2,000 | |||||||||||||||||||
Finnegan Note 1 [Member] | Measurement Input, Default Rate [Member] | ||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 18% | |||||||||||||||||||
Finnegan Note 1 [Member] | Warrants at $25.00 [Member] | ||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||
Class of Warrant or Rights, Granted (in Shares) | 386 | |||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 25 | |||||||||||||||||||
Finnegan Note 2 [Member] | ||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||
Stock Issued During Period, Value, Other | $ 2,025 | |||||||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | 242 | |||||||||||||||||||
Debt Instrument, Face Amount | $ 29,412 | |||||||||||||||||||
Proceeds from Issuance of Debt | $ 25,000 | |||||||||||||||||||
Debt Instrument, Maturity Date | Nov. 30, 2022 | |||||||||||||||||||
Debt Instrument, Debt Default, Amount | 32,353 | 32,353 | ||||||||||||||||||
Interest Payable | 8,679 | 7,341 | ||||||||||||||||||
Warrants and Rights Outstanding | $ 1,250 | |||||||||||||||||||
Finnegan Note 2 [Member] | Measurement Input, Default Rate [Member] | ||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 18% | |||||||||||||||||||
Finnegan Note 2 [Member] | Warrants at $25.00 [Member] | ||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||
Class of Warrant or Rights, Granted (in Shares) | 242 | |||||||||||||||||||
Share Price (in Dollars per share) | $ 25 | |||||||||||||||||||
Schrier Note [Member] | ||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||
Stock Issued During Period, Value, Other | $ 1,000 | |||||||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | 193 | |||||||||||||||||||
Class of Warrant or Rights, Granted (in Shares) | 193 | |||||||||||||||||||
Debt Instrument, Face Amount | $ 23,259 | |||||||||||||||||||
Proceeds from Issuance of Debt | $ 20,000 | |||||||||||||||||||
Debt Instrument, Maturity Date | Jan. 08, 2023 | |||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10% | |||||||||||||||||||
Debt Instrument, Debt Default, Amount | 25,882 | 25,882 | ||||||||||||||||||
Interest Payable | 6,454 | 5,383 | ||||||||||||||||||
Warrants and Rights Outstanding | $ 820 | |||||||||||||||||||
Schrier Note [Member] | Measurement Input, Default Rate [Member] | ||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 18% | |||||||||||||||||||
Schrier Note [Member] | Warrants at $25.00 [Member] | ||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 25 | |||||||||||||||||||
Nommsen Note [Member] | ||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||
Stock Issued During Period, Value, Other | $ 2,350 | |||||||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | 483 | |||||||||||||||||||
Debt Instrument, Face Amount | $ 58,823 | |||||||||||||||||||
Proceeds from Issuance of Debt | $ 50,000 | |||||||||||||||||||
Debt Instrument, Maturity Date | Nov. 30, 2022 | |||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10% | |||||||||||||||||||
Debt Instrument, Debt Default, Amount | 64,705 | 64,705 | ||||||||||||||||||
Interest Payable | 16,361 | 13,685 | ||||||||||||||||||
Warrants and Rights Outstanding | $ 1,850 | |||||||||||||||||||
Nommsen Note [Member] | Measurement Input, Default Rate [Member] | ||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 18% | |||||||||||||||||||
Nommsen Note [Member] | Warrants at $25.00 [Member] | ||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||
Class of Warrant or Rights, Granted (in Shares) | 483 | |||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 25 | |||||||||||||||||||
Caplan Note [Member] | ||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||
Stock Issued During Period, Value, Other | $ 2,350 | |||||||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | 483 | |||||||||||||||||||
Debt Instrument, Face Amount | $ 58,823 | |||||||||||||||||||
Proceeds from Issuance of Debt | $ 50,000 | |||||||||||||||||||
Debt Instrument, Maturity Date | Jan. 21, 2023 | |||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10% | |||||||||||||||||||
Debt Instrument, Debt Default, Amount | 64,705 | 64,705 | ||||||||||||||||||
Interest Payable | 15,665 | 12,989 | ||||||||||||||||||
Warrants and Rights Outstanding | $ 1,850 | |||||||||||||||||||
Caplan Note [Member] | Measurement Input, Default Rate [Member] | ||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 18% | |||||||||||||||||||
Caplan Note [Member] | Warrants at $25.00 [Member] | ||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||
Class of Warrant or Rights, Granted (in Shares) | 483 | |||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 25 | |||||||||||||||||||
Finnegan Note 3 [Member] | ||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||
Stock Issued During Period, Value, Other | $ 1,100 | |||||||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | 242 | |||||||||||||||||||
Debt Instrument, Face Amount | $ 29,412 | |||||||||||||||||||
Proceeds from Issuance of Debt | $ 25,000 | |||||||||||||||||||
Debt Instrument, Maturity Date | Feb. 03, 2023 | |||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10% | |||||||||||||||||||
Debt Instrument, Debt Default, Amount | 32,353 | 32,353 | ||||||||||||||||||
Interest Payable | 7,688 | 6,350 | ||||||||||||||||||
Warrants and Rights Outstanding | $ 850 | |||||||||||||||||||
Finnegan Note 3 [Member] | Measurement Input, Default Rate [Member] | ||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 18% | |||||||||||||||||||
Finnegan Note 3 [Member] | Warrants at $25.00 [Member] | ||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||
Class of Warrant or Rights, Granted (in Shares) | 242 | |||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 25 | |||||||||||||||||||
Lightmas Note [Member] | ||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||
Stock Issued During Period, Value, Other | $ 2,640 | |||||||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | 492 | |||||||||||||||||||
Debt Instrument, Face Amount | $ 60,000 | |||||||||||||||||||
Proceeds from Issuance of Debt | $ 51,000 | |||||||||||||||||||
Debt Instrument, Maturity Date | Nov. 30, 2022 | |||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10% | |||||||||||||||||||
Debt Instrument, Debt Default, Amount | 66,000 | 66,000 | ||||||||||||||||||
Interest Payable | 16,055 | 13,325 | ||||||||||||||||||
Lightmas Note [Member] | Measurement Input, Default Rate [Member] | ||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 18% | |||||||||||||||||||
Lewis Note [Member] | ||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||
Stock Issued During Period, Value, Other | $ 1,320 | |||||||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | 246 | |||||||||||||||||||
Debt Instrument, Face Amount | $ 30,000 | |||||||||||||||||||
Proceeds from Issuance of Debt | $ 25,500 | |||||||||||||||||||
Debt Instrument, Maturity Date | Nov. 30, 2022 | |||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10% | |||||||||||||||||||
Debt Instrument, Debt Default, Amount | 33,000 | 33,000 | ||||||||||||||||||
Interest Payable | 8,028 | 6,663 | ||||||||||||||||||
Lewis Note [Member] | Measurement Input, Default Rate [Member] | ||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 18% | |||||||||||||||||||
Goff Note [Member] | ||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||
Stock Issued During Period, Value, Other | $ 1,320 | |||||||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | 246 | |||||||||||||||||||
Debt Instrument, Face Amount | $ 30,000 | |||||||||||||||||||
Proceeds from Issuance of Debt | $ 25,500 | |||||||||||||||||||
Debt Instrument, Maturity Date | Nov. 30, 2022 | |||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10% | |||||||||||||||||||
Debt Instrument, Debt Default, Amount | 33,000 | 33,000 | ||||||||||||||||||
Interest Payable | 8,028 | 6,663 | ||||||||||||||||||
Goff Note [Member] | Measurement Input, Default Rate [Member] | ||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 18% | |||||||||||||||||||
Hagan Note [Member] | ||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||
Stock Issued During Period, Value, Other | $ 4,715 | |||||||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | 820 | |||||||||||||||||||
Debt Instrument, Face Amount | $ 100,000 | |||||||||||||||||||
Proceeds from Issuance of Debt | $ 85,000 | |||||||||||||||||||
Debt Instrument, Maturity Date | Dec. 10, 2022 | |||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10% | |||||||||||||||||||
Debt Instrument, Debt Default, Amount | 110,000 | 110,000 | ||||||||||||||||||
Interest Payable | 26,343 | 21,793 | ||||||||||||||||||
Hagan Note [Member] | Measurement Input, Default Rate [Member] | ||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 18% | |||||||||||||||||||
Cavalry Note 1 [Member] | ||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||
Debt Instrument, Face Amount | $ 25,000 | |||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10% | |||||||||||||||||||
Debt Instrument, Debt Default, Amount | 25,000 | |||||||||||||||||||
Interest Payable | 465 | |||||||||||||||||||
Cavalry Note 1 [Member] | Measurement Input, Default Rate [Member] | ||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12% | |||||||||||||||||||
Cavalry Note 2 [Member] | ||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||
Debt Instrument, Face Amount | $ 50,000 | |||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10% | |||||||||||||||||||
Debt Instrument, Debt Default, Amount | 50,000 | |||||||||||||||||||
Interest Payable | 431 | |||||||||||||||||||
Cavalry Note 2 [Member] | Measurement Input, Default Rate [Member] | ||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12% | |||||||||||||||||||
Mercer Note 1 [Member] | ||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||
Debt Instrument, Face Amount | $ 25,000 | |||||||||||||||||||
Debt Instrument, Maturity Date | Jan. 23, 2025 | |||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10% | |||||||||||||||||||
Debt Instrument, Debt Default, Amount | 25,000 | |||||||||||||||||||
Interest Payable | 465 | |||||||||||||||||||
Mercer Note 1 [Member] | Measurement Input, Default Rate [Member] | ||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12% | |||||||||||||||||||
Mercer Note 2 [Member] | ||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||
Debt Instrument, Face Amount | $ 50,000 | |||||||||||||||||||
Debt Instrument, Maturity Date | Feb. 28, 2025 | |||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10% | |||||||||||||||||||
Debt Instrument, Debt Default, Amount | 50,000 | |||||||||||||||||||
Debt Instrument, Increase, Accrued Interest | 431 | |||||||||||||||||||
Mercer Note 2 [Member] | Measurement Input, Default Rate [Member] | ||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12% | |||||||||||||||||||
AJB Capital Note [Member] | ||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||
Debt Instrument, Face Amount | $ 50,000 | |||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10% | |||||||||||||||||||
Debt Instrument, Debt Default, Amount | 50,000 | |||||||||||||||||||
Interest Payable | 431 | |||||||||||||||||||
Notes Payable, Other Payables [Member] | ||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||
Interest Payable, Current | 389,444 | 348,821 | ||||||||||||||||||
M Diamond Note [Member] | ||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||
Stock Issued During Period, Value, Other | $ 4,050 | |||||||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | 483 | |||||||||||||||||||
Debt Instrument, Face Amount | $ 58,823 | |||||||||||||||||||
Proceeds from Issuance of Debt | $ 50,000 | |||||||||||||||||||
Debt Instrument, Maturity Date | Nov. 30, 2022 | |||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10% | |||||||||||||||||||
Debt Instrument, Debt Default, Amount | 64,706 | 64,706 | ||||||||||||||||||
Interest Payable | 16,169 | 14,682 | ||||||||||||||||||
Warrants and Rights Outstanding | $ 2,500 | |||||||||||||||||||
M Diamond Note [Member] | Measurement Input, Default Rate [Member] | ||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 18% | |||||||||||||||||||
M Diamond Note [Member] | Warrants at $25.00 [Member] | ||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||
Class of Warrant or Rights, Granted (in Shares) | 483 | |||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 25 | |||||||||||||||||||
Dobbertin Note 1 [Member] | ||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||
Stock Issued During Period, Value, Other | $ 1,215 | |||||||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | 145 | |||||||||||||||||||
Class of Warrant or Rights, Granted (in Shares) | 145 | |||||||||||||||||||
Debt Instrument, Face Amount | $ 17,647 | |||||||||||||||||||
Proceeds from Issuance of Debt | $ 15,000 | |||||||||||||||||||
Debt Instrument, Maturity Date | Nov. 30, 2022 | |||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10% | |||||||||||||||||||
Debt Instrument, Debt Default, Amount | 19,412 | 19,412 | ||||||||||||||||||
Interest Payable | 5,197 | 4,405 | ||||||||||||||||||
Warrants and Rights Outstanding | $ 750 | |||||||||||||||||||
Dobbertin Note 1 [Member] | Measurement Input, Default Rate [Member] | ||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 18% | |||||||||||||||||||
Dobbertin Note 1 [Member] | Warrants at $25.00 [Member] | ||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 25 | |||||||||||||||||||
Lindstrom Note 1 [Member] | ||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||
Stock Issued During Period, Value, Other | $ 2,835 | |||||||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | 338 | |||||||||||||||||||
Class of Warrant or Rights, Granted (in Shares) | 338 | |||||||||||||||||||
Debt Instrument, Face Amount | $ 41,176 | |||||||||||||||||||
Proceeds from Issuance of Debt | $ 35,000 | |||||||||||||||||||
Debt Instrument, Maturity Date | Nov. 30, 2022 | |||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10% | |||||||||||||||||||
Debt Instrument, Debt Default, Amount | 45,294 | 45,294 | ||||||||||||||||||
Interest Payable | 12,125 | 10,277 | ||||||||||||||||||
Warrants and Rights Outstanding | $ 1,750 | |||||||||||||||||||
Lindstrom Note 1 [Member] | Measurement Input, Default Rate [Member] | ||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 18% | |||||||||||||||||||
Lindstrom Note 1 [Member] | Warrants at $25.00 [Member] | ||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 25 | |||||||||||||||||||
Mitchell Note [Member] | ||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||
Debt Instrument, Face Amount | $ 71,000 | |||||||||||||||||||
Proceeds from Issuance of Debt | $ 60,350 | |||||||||||||||||||
Debt Instrument, Maturity Date | Nov. 30, 2022 | |||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10% | |||||||||||||||||||
Debt Instrument, Debt Default, Amount | 78,100 | 78,100 | ||||||||||||||||||
Interest Payable | 18,999 | 15,768 | ||||||||||||||||||
Mitchell Note [Member] | Measurement Input, Default Rate [Member] | ||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 18% | |||||||||||||||||||
Leath Note [Member] | ||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||
Stock Issued During Period, Value, Other | $ 2,868 | |||||||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | 410 | |||||||||||||||||||
Debt Instrument, Face Amount | $ 50,000 | |||||||||||||||||||
Proceeds from Issuance of Debt | $ 42,500 | |||||||||||||||||||
Debt Instrument, Maturity Date | Dec. 15, 2022 | |||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10% | |||||||||||||||||||
Debt Instrument, Debt Default, Amount | 55,000 | 55,000 | ||||||||||||||||||
Interest Payable | 13,032 | 10,757 | ||||||||||||||||||
Leath Note [Member] | Measurement Input, Default Rate [Member] | ||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 18% | |||||||||||||||||||
November 29, 2022 Notes [Member] | ||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||
Class of Warrant or Rights, Granted (in Shares) | 750 | |||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 3,083 | |||||||||||||||||||
Debt Instrument, Maturity Date | May 28, 2023 | |||||||||||||||||||
Debt Instrument, Debt Default, Amount | 37,500 | 37,500 | 18,750 | |||||||||||||||||
Interest Payable | 6,851 | 5,903 | 164 | |||||||||||||||||
Debt Instrument, Increase, Accrued Interest | 11,967 | |||||||||||||||||||
Amortization of Debt Discount (Premium) | $ 667 | |||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 26,064 | |||||||||||||||||||
Debt Related Commitment Fees and Debt Issuance Costs | $ 13,553 | |||||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 0.8 | |||||||||||||||||||
November 29, 2022 Notes [Member] | Measurement Input, Default Rate [Member] | ||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 18% | |||||||||||||||||||
November 29, 2022 Notes [Member] | Investment Incentive [Member] | ||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 13,553 | |||||||||||||||||||
November 29, 2022 Notes [Member] | Convertible Notes Payable [Member] | ||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||
Debt Conversion, Original Debt, Amount | 18,750 | |||||||||||||||||||
November 29, 2022 Notes [Member] | Accrued Interest [Member] | ||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||
Debt Conversion, Original Debt, Amount | 2,101 | |||||||||||||||||||
Howe Note [Member] | Convertible Notes Payable [Member] | ||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 18,750 | |||||||||||||||||||
Howe Note [Member] | Accrued Interest [Member] | ||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 2,682 | |||||||||||||||||||
Warrants at $25.00 [Member] | Mitchell Note [Member] | ||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||
Stock Issued During Period, Value, Other | $ 3,124 | |||||||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | 582 | |||||||||||||||||||
Series F Preferred Stock [Member] | November 29, 2022 Notes [Member] | ||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 34,404 | |||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 34 | |||||||||||||||||||
Series F Preferred Stock [Member] | November 29, 2022 Notes [Member] | Convertible Notes Payable [Member] | ||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 18,750 | |||||||||||||||||||
Series F Preferred Stock [Member] | November 29, 2022 Notes [Member] | Accrued Interest [Member] | ||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 2,101 | |||||||||||||||||||
Original Issue Discount [Member] | Kishon Note [Member] | ||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 27,777 | |||||||||||||||||||
Default Penalty [Member] | Kishon Note [Member] | ||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||
Debt Instrument, Fee Amount | 138,889 | |||||||||||||||||||
Related Party [Member] | ||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||
Interest Payable | 72,374 | 61,792 | ||||||||||||||||||
Interest Expense, Debt | 10,581 | |||||||||||||||||||
Interest Payable, Current | 72,374 | $ 61,792 | ||||||||||||||||||
Amortization of Debt Discount (Premium) | $ 0 | $ 11,131 |
Notes Payable (Details) - Sche
Notes Payable (Details) - Schedule of Debt - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Notes Payable (Details) - Schedule of Debt [Line Items] | ||
Notes payable - net of discount | $ 1,142,429 | $ 945,429 |
Current Portion, net of discount | 1,145,429 | 945,429 |
Long-term portion, net of discount | 0 | 0 |
Kishon Note [Member] | ||
Notes Payable (Details) - Schedule of Debt [Line Items] | ||
Notes Payable | 431,666 | 431,666 |
Finnegan Note 1 [Member] | ||
Notes Payable (Details) - Schedule of Debt [Line Items] | ||
Notes Payable | 51,765 | 51,765 |
Finnegan Note 2 [Member] | ||
Notes Payable (Details) - Schedule of Debt [Line Items] | ||
Notes Payable | 32,353 | 32,353 |
Schrier Note [Member] | ||
Notes Payable (Details) - Schedule of Debt [Line Items] | ||
Notes Payable | 25,882 | 25,882 |
Nommsen Note [Member] | ||
Notes Payable (Details) - Schedule of Debt [Line Items] | ||
Notes Payable | 64,705 | 64,705 |
Caplan Note [Member] | ||
Notes Payable (Details) - Schedule of Debt [Line Items] | ||
Notes Payable | 64,705 | 64,705 |
Finnegan Note 3 [Member] | ||
Notes Payable (Details) - Schedule of Debt [Line Items] | ||
Notes Payable | 32,353 | 32,353 |
Lightmas Note [Member] | ||
Notes Payable (Details) - Schedule of Debt [Line Items] | ||
Notes Payable | 66,000 | 66,000 |
Lewis Note [Member] | ||
Notes Payable (Details) - Schedule of Debt [Line Items] | ||
Notes Payable | 33,000 | 33,000 |
Goff Note [Member] | ||
Notes Payable (Details) - Schedule of Debt [Line Items] | ||
Notes Payable | 33,000 | 33,000 |
Hagan Note [Member] | ||
Notes Payable (Details) - Schedule of Debt [Line Items] | ||
Notes Payable | 110,000 | 110,000 |
Cavalry Note 1 [Member] | ||
Notes Payable (Details) - Schedule of Debt [Line Items] | ||
Notes Payable | 25,000 | 0 |
Cavalry Note 2 [Member] | ||
Notes Payable (Details) - Schedule of Debt [Line Items] | ||
Notes Payable | 50,000 | 0 |
Mercer Note [Member] | ||
Notes Payable (Details) - Schedule of Debt [Line Items] | ||
Notes Payable | 25,000 | 0 |
Cavalry Note 3 [Member] | ||
Notes Payable (Details) - Schedule of Debt [Line Items] | ||
Notes Payable | 50,000 | 0 |
AJB Capital Note [Member] | ||
Notes Payable (Details) - Schedule of Debt [Line Items] | ||
Notes Payable | $ 50,000 | $ 0 |
Notes Payable _ Related Parties
Notes Payable – Related Parties (Details) - Schedule of Debt, Related Parties - Related Party [Member] - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Notes Payable – Related Parties (Details) - Schedule of Debt, Related Parties [Line Items] | ||
Notes payable – net of discounts | $ 300,012 | $ 300,012 |
Current Portion, net of discount | 300,012 | 300,012 |
Long-term portion, net of discount | 0 | 0 |
M Diamond Note [Member] | ||
Notes Payable – Related Parties (Details) - Schedule of Debt, Related Parties [Line Items] | ||
Notes Payable | 64,706 | 64,706 |
Dobbertin Note 1 [Member] | ||
Notes Payable – Related Parties (Details) - Schedule of Debt, Related Parties [Line Items] | ||
Notes Payable | 19,412 | 19,412 |
Lindstrom Note 1 [Member] | ||
Notes Payable – Related Parties (Details) - Schedule of Debt, Related Parties [Line Items] | ||
Notes Payable | 45,294 | 45,294 |
Mitchell Note [Member] | ||
Notes Payable – Related Parties (Details) - Schedule of Debt, Related Parties [Line Items] | ||
Notes Payable | 78,100 | 78,100 |
Leath Note [Member] | ||
Notes Payable – Related Parties (Details) - Schedule of Debt, Related Parties [Line Items] | ||
Notes Payable | 55,000 | 55,000 |
November 29, 2022 Notes [Member] | ||
Notes Payable – Related Parties (Details) - Schedule of Debt, Related Parties [Line Items] | ||
Notes Payable | $ 37,500 | $ 37,500 |
Derivative Liabilities (Details
Derivative Liabilities (Details) - Schedule of Derivative Liability Acitivity | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Schedule Of Derivative Liability Acitivity Abstract | |
Balance | $ 152,945 |
True-up features issued | 0 |
Settled upon conversion or exercise | 0 |
Loss on revaluation | 0 |
Balance | $ 152,945 |
Derivative Liabilities (Detai_2
Derivative Liabilities (Details) - Schedule of Valuation Assumptions - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Derivative Liabilities (Details) - Schedule of Valuation Assumptions [Line Items] | ||
Volatility | 475.70% | |
Stock Price (in Dollars per share) | $ 0.025 | |
Risk-free interest rates | 5.21% | |
Term (years) | 4 months 20 days | |
Minimum [Member] | ||
Derivative Liabilities (Details) - Schedule of Valuation Assumptions [Line Items] | ||
Volatility | 95.10% | |
Stock Price (in Dollars per share) | $ 1.06 | |
Risk-free interest rates | 4.35% | |
Term (years) | 8 months 23 days | |
Maximum [Member] | ||
Derivative Liabilities (Details) - Schedule of Valuation Assumptions [Line Items] | ||
Volatility | 123.20% | |
Stock Price (in Dollars per share) | $ 3.5 | |
Risk-free interest rates | 4.37% | |
Term (years) | 10 months 9 days |
Stockholders' Equity (Deficit_2
Stockholders' Equity (Deficit) (Details) - USD ($) | 3 Months Ended | |||||||
Mar. 20, 2024 | Feb. 09, 2024 | Jul. 01, 2023 | Nov. 07, 2022 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Mar. 23, 2023 | |
Stockholders' Equity (Deficit) (Details) [Line Items] | ||||||||
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 | ||||||
Common Stock, Par or Stated Value Per Share (in Dollars per share) | $ 0.01 | $ 0.01 | ||||||
Common Stock, Shares, Issued | 5,634,027 | 5,567,957 | ||||||
Common Stock, Shares, Outstanding | 5,634,027 | 5,567,957 | ||||||
Common Stock Dividends, Shares | 66,070 | |||||||
Preferred Stock, Shares Authorized | 100,000,000 | |||||||
Dividends, Preferred Stock (in Dollars) | $ 638,565 | $ 79,818 | ||||||
Series A Preferred Stock [Member] | ||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | ||||||||
Preferred Stock, Shares Authorized | 500,000 | |||||||
Preferred Stock, Par or Stated Value Per Share (in Dollars per share) | $ 0.01 | $ 0.01 | ||||||
Preferred Stock, Liquidation Preference Per Share (in Dollars per share) | $ 25 | |||||||
Preferred Stock, Dividend Rate, Percentage | 12% | |||||||
Preferred Stock, Dividend Rate, Per-Dollar-Amount (in Dollars per share) | $ 25 | |||||||
Preferred Stock, Shares Outstanding | 0 | 0 | ||||||
Series C Preferred Stock [Member] | ||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | ||||||||
Preferred Stock, Shares Authorized | 3,000,000 | |||||||
Preferred Stock, Par or Stated Value Per Share (in Dollars per share) | $ 0.01 | $ 0.01 | ||||||
Preferred Stock, Dividend Rate, Percentage | 6% | |||||||
Preferred Stock, Dividend Rate, Per-Dollar-Amount (in Dollars per share) | $ 1.05 | |||||||
Preferred Stock, Shares Outstanding | 0 | 0 | ||||||
Preferred Stock, Convertible, Conversion Price (in Dollars per share) | $ 0.25 | |||||||
Series D Preferred Stock [Member] | ||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | ||||||||
Preferred Stock, Shares Authorized | 10,000,000 | |||||||
Preferred Stock, Par or Stated Value Per Share (in Dollars per share) | $ 0.01 | $ 0.01 | ||||||
Preferred Stock, Dividend Rate, Percentage | 6% | |||||||
Preferred Stock, Dividend Rate, Per-Dollar-Amount (in Dollars per share) | $ 1.05 | |||||||
Preferred Stock, Shares Outstanding | 250,000 | 250,000 | ||||||
Common Stock, Convertible, Conversion Price, Increase (in Dollars per share) | $ 0.25 | |||||||
Dividends, Preferred Stock (in Dollars) | $ 3,928 | |||||||
Preferred Stock, Amount of Preferred Dividends in Arrears (in Dollars) | $ 37,727 | |||||||
Series E Preferred Stock [Member] | ||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | ||||||||
Preferred Stock, Shares Authorized | 10,000 | |||||||
Preferred Stock, Par or Stated Value Per Share (in Dollars per share) | $ 0.01 | |||||||
Preferred Stock, Shares Outstanding | 0 | |||||||
Preferred Stock, Convertible, Conversion Price (in Dollars per share) | $ 0.05 | |||||||
Stock Issued During Period, Shares, New Issues | 10,000 | |||||||
Stock Issued During Period, Value, New Issues (in Dollars) | $ 1,000 | |||||||
Stock Issued During Period, Value, Conversion of Convertible Securities (in Dollars) | $ 1,100 | |||||||
Series F Preferred Stock [Member] | ||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | ||||||||
Preferred Stock, Shares Authorized | 140,000 | 140,000 | ||||||
Preferred Stock, Par or Stated Value Per Share (in Dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | |||||
Preferred Stock, Shares Outstanding | 20,057 | 20,057 | ||||||
Dividends, Preferred Stock (in Dollars) | $ 608,393 | |||||||
Preferred Stock, Amount of Preferred Dividends in Arrears (in Dollars) | $ 2,164,466 | |||||||
Preferred Stock, Value, Outstanding (in Dollars) | $ 1,000 | |||||||
Series X Preferred Stock [Member] | ||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | ||||||||
Common Stock Dividends, Shares | 25,013 | 41,057 | ||||||
Preferred Stock, Shares Authorized | 24,227 | |||||||
Preferred Stock, Par or Stated Value Per Share (in Dollars per share) | $ 0.01 | $ 0.01 | ||||||
Preferred Stock, Liquidation Preference Per Share (in Dollars per share) | $ 25 | |||||||
Preferred Stock, Shares Outstanding | 24,227 | 24,227 | ||||||
Dividends, Preferred Stock (in Dollars) | $ 26,244 | |||||||
Preferred Stock, Amount of Preferred Dividends in Arrears (in Dollars) | $ 0 | |||||||
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. | |||||||
Share Price (in Dollars per share) | $ 0.80 | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Discount from Market Price, Offering Date | 20% | |||||||
Preferred Stock, Voting Rights | Each one share of the Series X Preferred Stock is entitled to 400 votes on all matters submitted to a vote of our shareholders. | |||||||
Common Stock [Member] | ||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | ||||||||
Share Price (in Dollars per share) | $ 1 | |||||||
Two Service Providers [Member] | Series F Preferred Stock [Member] | ||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | ||||||||
Preferred Stock, Liquidation Preference Per Share (in Dollars per share) | $ 0.80 | |||||||
Share-Based Payment Arrangement, Option [Member] | ||||||||
Stockholders' Equity (Deficit) (Details) [Line Items] | ||||||||
Share-Based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount (in Dollars) | $ 263,422 |
Stockholders' Equity (Deficit_3
Stockholders' Equity (Deficit) (Details) - Share-Based Payment Arrangement, Option, Exercise Price Range - $ / shares | 3 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | |
Share Based Payment Arrangement Option Exercise Price Range Abstract | ||
Range of exercise prices | $ 1.5 | |
Number of options outstanding (in Shares) (in Shares) | 13,667 | 100,934 |
Weighted average remaining contractual life (years) | 6 years 14 days | |
Weighted average exercise price of outstanding options | $ 1.5 | $ 10.01 |
Number of options exercisable (in Shares) (in Shares) | 13,667 | |
Weighted average exercise price of exercisable options | $ 1.5 |
Stockholders' Equity (Deficit_4
Stockholders' Equity (Deficit) (Details) - Share-Based Payment Arrangement, Option, Activity | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Share Based Payment Arrangement Option Activity Abstract | |
Outstanding, Number of Shares | shares | 100,934 |
Outstanding, Weighted-Average Exercise Price | $ / shares | $ 10.01 |
Options Vested and Exercisable, Number of Shares | shares | 13,667 |
Options Vested and Exercisable, Weighted-Average Exercise Price | $ / shares | $ 1.5 |
Granted, Number of Shares | shares | 0 |
Granted, Weighted-Average Exercise Price | $ / shares | $ 0 |
Cancelled/Expired, Number of Shares | shares | (87,267) |
Cancelled/Expired, Weighted-Average Exercise Price | $ / shares | $ 11.38 |
Exercised, Number of Shares | shares | 0 |
Exercised, Weighted-Average Exercise Price | $ / shares | $ 0 |
Outstanding, Number of Shares | shares | 13,667 |
Outstanding, Weighted-Average Exercise Price | $ / shares | $ 1.5 |
Stockholders' Equity (Deficit_5
Stockholders' Equity (Deficit) (Details) - Schedule Of Warrants Purchase Exercise Price Range - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | |
Stockholders' Equity (Deficit) (Details) - Schedule Of Warrants Purchase Exercise Price Range [Line Items] | ||
Range of exercise prices | $ 30.64 | $ 30.64 |
Number of warrants outstanding (in Dollars) | $ 673,208 | |
Weighted average remaining contractual life (years) | 2 years 5 months 1 day | |
Weighted average exercise price of outstanding warrants | $ 30.64 | 30.64 |
Number of warrants exercisable (in Shares) | 673,208 | |
Weighted average exercise price of exercisable warrants | $ 30.64 | $ 30.64 |
Minimum [Member] | ||
Stockholders' Equity (Deficit) (Details) - Schedule Of Warrants Purchase Exercise Price Range [Line Items] | ||
Range of exercise prices | 2.5 | |
Weighted average exercise price of outstanding warrants | 2.5 | |
Weighted average exercise price of exercisable warrants | 2.5 | |
Maximum [Member] | ||
Stockholders' Equity (Deficit) (Details) - Schedule Of Warrants Purchase Exercise Price Range [Line Items] | ||
Range of exercise prices | 37.5 | |
Weighted average exercise price of outstanding warrants | 37.5 | |
Weighted average exercise price of exercisable warrants | $ 37.5 |
Stockholders' Equity (Deficit_6
Stockholders' Equity (Deficit) (Details) - Schedule of Stockholders' Equity Note, Warrants or Rights | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Schedule Of Stockholders Equity Note Warrants Or Rights Abstract | |
Outstanding, Number of Shares | shares | 673,208 |
Outstanding, Weighted Average Exercise Price | $ / shares | $ 30.64 |
Granted, Number of Shares | shares | 0 |
Granted, Weighted Average Exercise Price | $ / shares | $ 0 |
Exercised, Number of Shares | shares | 0 |
Exercised, Weighted Average Exercise Price | $ / shares | $ 0 |
Outstanding, Number of Shares | shares | 673,208 |
Outstanding, Weighted Average Exercise Price | $ / shares | $ 30.64 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments (Details) - Schedule of Derivative Financial Liabilities at Fair Value - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Fair Value of Financial Instruments (Details) - Schedule of Derivative Financial Liabilities at Fair Value [Line Items] | ||
Derivative liabilities | $ 152,945 | $ 152,945 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value of Financial Instruments (Details) - Schedule of Derivative Financial 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 Financial 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 Financial Liabilities at Fair Value [Line Items] | ||
Derivative liabilities | $ 152,945 | $ 152,945 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - USD ($) | Apr. 10, 2024 | Apr. 02, 2024 | Jan. 11, 2024 | Dec. 21, 2023 | Dec. 15, 2023 | Nov. 14, 2023 | Oct. 25, 2022 | Oct. 22, 2022 | Mar. 31, 2024 | Oct. 14, 2021 | Oct. 08, 2021 | Sep. 28, 2021 | Sep. 21, 2021 | Jun. 08, 2021 | May 04, 2021 | Nov. 01, 2020 |
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||
Litigation Settlement, Expense | $ 3,000 | $ 3,000 | ||||||||||||||
Lessee, Operating Lease, Term of Contract | 114 months | 2 years 6 months | 96 months | 108 months | 94 months | 90 months | 8 years | 7 years | 8 years | |||||||
Lessee, Operating Lease, Liability, to be Paid | $ 1,153,000 | $ 244,000 | $ 99,477 | $ 767,000 | $ 1,153,127 | $ 1,079,000 | $ 782,000 | $ 620,000 | $ 673,000 | $ 511,000 | ||||||
Settled Litigation [Member] | ||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||
Litigation Settlement, Amount Awarded to Other Party | $ 530,000 | |||||||||||||||
Judicial Ruling [Member] | ||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||
Litigation Settlement, Amount Awarded to Other Party | $ 425,351 | $ 488,491 | $ 348,764 | $ 219,576 | ||||||||||||
Loss Contingency, Actions Taken by Plaintiff | A stipulation for Judgment was filed on December 21, 2023 in the amount of $415,266. The stipulated judgment includes $178,542 in unpaid back rent, $172,124 in resolution of mechanics’ liens, and $64,600 in attorneys’ fees. | |||||||||||||||
Restricted Stock [Member] | Settled Litigation [Member] | ||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||
Stock Issued During Period, Shares, New Issues (in Shares) | 2,552 | |||||||||||||||
Restricted Stock [Member] | CEO of The Good Clinic [Member] | Settled Litigation [Member] | ||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||
Stock Issued During Period, Shares, New Issues (in Shares) | 19,622 |
Commitments and Contingencies_3
Commitments and Contingencies (Details) - Schedule of Property Settlement Obligations - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Commitments and Contingencies (Details) - Schedule of Property Settlement Obligations [Line Items] | ||
ORIGINAL OBLIGATION | $ 7,145,127 | |
SETTLEMENT AMOUNT | 96,136 | $ 121,136 |
Settled Litigation [Member] | ||
Commitments and Contingencies (Details) - Schedule of Property Settlement Obligations [Line Items] | ||
SETTLEMENT AMOUNT | 2,452,768 | |
Nordhaus Minneapolis, MN [Member] | ||
Commitments and Contingencies (Details) - Schedule of Property Settlement Obligations [Line Items] | ||
ORIGINAL OBLIGATION | 511,000 | |
Nordhaus Minneapolis, MN [Member] | Settled Litigation [Member] | ||
Commitments and Contingencies (Details) - Schedule of Property Settlement Obligations [Line Items] | ||
SETTLEMENT AMOUNT | 0 | |
Prominade Wayzetta, MN [Member] | ||
Commitments and Contingencies (Details) - Schedule of Property Settlement Obligations [Line Items] | ||
ORIGINAL OBLIGATION | 407,000 | |
Prominade Wayzetta, MN [Member] | Settled Litigation [Member] | ||
Commitments and Contingencies (Details) - Schedule of Property Settlement Obligations [Line Items] | ||
SETTLEMENT AMOUNT | 25,000 | |
Eagan Clinic Eagan, MN [Member] | ||
Commitments and Contingencies (Details) - Schedule of Property Settlement Obligations [Line Items] | ||
ORIGINAL OBLIGATION | 767,000 | |
Eagan Clinic Eagan, MN [Member] | Settled Litigation [Member] | ||
Commitments and Contingencies (Details) - Schedule of Property Settlement Obligations [Line Items] | ||
SETTLEMENT AMOUNT | 488,491 | |
Excelsior & Grand St. Louis Park, MN [Member] | ||
Commitments and Contingencies (Details) - Schedule of Property Settlement Obligations [Line Items] | ||
ORIGINAL OBLIGATION | 673,000 | |
Excelsior & Grand St. Louis Park, MN [Member] | Settled Litigation [Member] | ||
Commitments and Contingencies (Details) - Schedule of Property Settlement Obligations [Line Items] | ||
SETTLEMENT AMOUNT | 425,350 | |
The Grove St. Paul, MN [Member] | ||
Commitments and Contingencies (Details) - Schedule of Property Settlement Obligations [Line Items] | ||
ORIGINAL OBLIGATION | 1,153,000 | |
The Grove St. Paul, MN [Member] | Settled Litigation [Member] | ||
Commitments and Contingencies (Details) - Schedule of Property Settlement Obligations [Line Items] | ||
SETTLEMENT AMOUNT | 415,606 | |
Elevate Eden Prarie [Member] | ||
Commitments and Contingencies (Details) - Schedule of Property Settlement Obligations [Line Items] | ||
ORIGINAL OBLIGATION | 620,000 | |
Elevate Eden Prarie [Member] | Settled Litigation [Member] | ||
Commitments and Contingencies (Details) - Schedule of Property Settlement Obligations [Line Items] | ||
SETTLEMENT AMOUNT | 0 | |
Arbor Lakes Maple Grave, MN [Member] | ||
Commitments and Contingencies (Details) - Schedule of Property Settlement Obligations [Line Items] | ||
ORIGINAL OBLIGATION | 1,153,127 | |
Arbor Lakes Maple Grave, MN [Member] | Settled Litigation [Member] | ||
Commitments and Contingencies (Details) - Schedule of Property Settlement Obligations [Line Items] | ||
SETTLEMENT AMOUNT | 219,575 | |
LMC Welton Denver, CO [Member] | ||
Commitments and Contingencies (Details) - Schedule of Property Settlement Obligations [Line Items] | ||
ORIGINAL OBLIGATION | 782,000 | |
LMC Welton Denver, CO [Member] | Settled Litigation [Member] | ||
Commitments and Contingencies (Details) - Schedule of Property Settlement Obligations [Line Items] | ||
SETTLEMENT AMOUNT | 530,000 | |
1776 Curtis Denver, CO [Member] | ||
Commitments and Contingencies (Details) - Schedule of Property Settlement Obligations [Line Items] | ||
ORIGINAL OBLIGATION | 1,079,000 | |
1776 Curtis Denver, CO [Member] | Settled Litigation [Member] | ||
Commitments and Contingencies (Details) - Schedule of Property Settlement Obligations [Line Items] | ||
SETTLEMENT AMOUNT | $ 348,764 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
May 10, 2024 | Apr. 26, 2024 | Mar. 19, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | Mar. 19, 2025 | |
Subsequent Events (Details) [Line Items] | ||||||
Share-Based Payment Arrangement, Noncash Expense (in Dollars) | $ 0 | $ 897,933 | ||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 300,000 | 150,000 | 225,000 | |||
Other Affiliates [Member] | ||||||
Subsequent Events (Details) [Line Items] | ||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 75,000 | 75,000 | 75,000 | |||
Restricted Stock [Member] | ||||||
Subsequent Events (Details) [Line Items] | ||||||
Share-Based Payment Arrangement, Noncash Expense (in Dollars) | $ 60,000 | |||||
Shares Issued, Price Per Share (in Dollars per share) | $ 0.8 | $ 0.8 | $ 0.80 |