Cover
Cover | 6 Months Ended |
Jun. 30, 2021 | |
Cover [Abstract] | |
Document Type | S-1 |
Amendment Flag | false |
Entity Registrant Name | USA Equities Corp |
Entity Central Index Key | 0000856984 |
Entity Primary SIC Number | 7389 |
Entity Tax Identification Number | 30-1104301 |
Entity Incorporation, State or Country Code | DE |
Entity Address, Address Line One | 901 Northpoint Parkway |
Entity Address, Address Line Two | Suite 302 |
Entity Address, Address Line Three | West Palm Beach |
Entity Address, City or Town | FL 33407 |
City Area Code | (929) |
Local Phone Number | 379-6503 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Current Assets: | |||
Cash and cash equivalents | $ 145,947 | $ 94,342 | $ 23,590 |
Accounts receivable | 58,599 | 60,522 | |
Inventory | 65,491 | 99,701 | |
Prepaid expenses and other current assets | 15,141 | 11,598 | 2,750 |
Total current assets | 285,178 | 266,163 | 26,340 |
Non-current assets: | |||
Capitalized software development costs, net of accumulated amortization | 96,691 | 31,700 | |
Intangible assets, net | 1,612,500 | ||
Total assets | 1,994,369 | 297,863 | 26,340 |
Current Liabilities: | |||
Accounts payable | 45,232 | 145,422 | |
Accounts payable and other current liabilities | 159,620 | 20,942 | |
Loans payable, current portion | 311,557 | ||
Other current liabilities | 11,893 | 14,198 | |
Convertible note payable, related party | 55,000 | ||
Total current liabilities | 368,682 | 214,620 | 20,942 |
Accrued interest expenses | 113,742 | 115,566 | 93,501 |
Convertible notes payable | 432,377 | 576,003 | 341,688 |
Loans payable, non-current portion | 524,443 | ||
Total long-term liabilities | 1,070,562 | 691,569 | 435,189 |
Total liabilities | 1,439,244 | 906,189 | 456,131 |
Stockholders’ Deficit: | |||
Preferred stock, value | 108 | 108 | 108 |
Common stock, value | 860 | 656 | 576 |
Additional paid-in capital | 2,501,889 | 1,139,629 | 990,856 |
Accumulated deficit | (1,947,732) | (1,748,719) | (1,421,331) |
Total stockholders’ equity (deficit) | 555,125 | (608,326) | (429,791) |
Total liabilities and stockholders’ deficit | $ 1,994,369 | $ 297,863 | $ 26,340 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | |||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 1,080,092 | 1,080,092 | 1,080,092 |
Preferred stock, shares outstanding | 1,080,092 | 1,080,092 | 1,080,092 |
Common stock, shares authorized | 900,000,000 | 900,000,000 | 900,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 8,603,025 | 6,562,735 | 5,762,735 |
Common stock, shares outstanding | 8,603,025 | 6,562,735 | 5,762,735 |
Accumulated amortization costs | $ 0 | $ 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||||||
Revenue | $ 455,622 | $ 759,957 | $ 124,532 | |||
Cost of revenue | 248,502 | 419,258 | 74,439 | |||
Gross profit | 207,120 | 340,699 | 50,093 | |||
Operating Expenses: | ||||||
Research and development | 15,271 | 20,324 | 43,292 | 47,912 | 98,290 | 100,230 |
Sales and marketing | 161,619 | 19,850 | 273,308 | 19,850 | ||
General and administrative | 134,964 | 15,044 | 205,090 | 38,178 | 131,767 | 53,870 |
Loss on extinguishment of debt | 21,299 | 21,299 | ||||
Marketing | 95,141 | |||||
Total Operating Expenses | 311,854 | 55,218 | 521,690 | 127,239 | 346,497 | 154,100 |
Net operating loss | (104,734) | (55,218) | (180,991) | (127,239) | (296,404) | (154,100) |
Interest expense | 7,593 | 6,632 | 18,022 | 13,030 | 30,984 | 12,416 |
Income taxes | ||||||
Net loss | $ (112,327) | $ (61,850) | $ (199,013) | $ (140,269) | $ (327,388) | $ (166,516) |
Basic and diluted net loss per share | $ (0.02) | $ (0.01) | $ (0.03) | $ (0.02) | $ (0.05) | $ (0.03) |
Weighted average shares outstanding (basic and diluted) | 7,206,586 | 6,084,402 | 6,966,046 | 5,921,801 | 6,200,303 | 5,410,583 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Deficit - USD ($) | Common Stock [Member] | Preferred Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2018 | $ 359 | $ 720,941 | $ (1,254,815) | $ (533,515) | |
Balance shares at Dec. 31, 2018 | 3,590,135 | ||||
Conversion of Note payable to Preferred Stock | $ 108 | 269,915 | 270,023 | ||
Conversion of notes payable, shares | 1,080,092 | ||||
Medical Practice Income transaction between entities under common control | $ 217 | 217 | |||
Medical Practice Income transaction between entities under common control, shares | 2,172,600 | ||||
Net loss | (166,516) | (166,516) | |||
Balance at Dec. 31, 2019 | $ 576 | $ 108 | 990,856 | (1,421,331) | (429,791) |
Balance shares at Dec. 31, 2019 | 5,762,735 | 1,080,092 | |||
Stock-based compensation expense | 155 | 155 | |||
Net loss | (78,419) | (78,419) | |||
Balance at Mar. 31, 2020 | $ 576 | $ 108 | 991,011 | (1,499,750) | (508,055) |
Balance shares at Mar. 31, 2020 | 5,762,735 | 1,080,092 | |||
Balance at Dec. 31, 2019 | $ 576 | $ 108 | 990,856 | (1,421,331) | (429,791) |
Balance shares at Dec. 31, 2019 | 5,762,735 | 1,080,092 | |||
Net loss | (140,269) | ||||
Balance at Jun. 30, 2020 | $ 631 | $ 108 | 1,018,260 | (1,561,600) | (542,601) |
Balance shares at Jun. 30, 2020 | 6,312,735 | 1,080,092 | |||
Balance at Dec. 31, 2019 | $ 576 | $ 108 | 990,856 | (1,421,331) | (429,791) |
Balance shares at Dec. 31, 2019 | 5,762,735 | 1,080,092 | |||
Shares issued for services | $ 80 | 266,170 | 266,250 | ||
Shares issued for services, shares | 800,000 | ||||
Unearned compensation – shares issued for services | (124,479) | (124,479) | |||
Stock-based compensation expense | 7,082 | 7,082 | |||
Net loss | (327,388) | (327,388) | |||
Balance at Dec. 31, 2020 | $ 656 | $ 108 | 1,139,629 | (1,748,719) | (608,326) |
Balance shares at Dec. 31, 2020 | 6,562,735 | 1,080,092 | |||
Balance at Mar. 31, 2020 | $ 576 | $ 108 | 991,011 | (1,499,750) | (508,055) |
Balance shares at Mar. 31, 2020 | 5,762,735 | 1,080,092 | |||
Shares issued for services | $ 55 | 98,445 | 98,500 | ||
Shares issued for services, shares | 550,000 | ||||
Unearned compensation – shares issued for services | (72,281) | (72,281) | |||
Stock-based compensation expense | 1,085 | 1,085 | |||
Net loss | (61,850) | (61,850) | |||
Balance at Jun. 30, 2020 | $ 631 | $ 108 | 1,018,260 | (1,561,600) | (542,601) |
Balance shares at Jun. 30, 2020 | 6,312,735 | 1,080,092 | |||
Balance at Dec. 31, 2020 | $ 656 | $ 108 | 1,139,629 | (1,748,719) | (608,326) |
Balance shares at Dec. 31, 2020 | 6,562,735 | 1,080,092 | |||
Shares issued for services | $ 15 | 89,985 | 90,000 | ||
Shares issued for services, shares | 150,000 | ||||
Unearned compensation – shares issued for services | (21,607) | (21,607) | |||
Conversion of Note payable to Preferred Stock | $ 50 | 194,161 | 194,211 | ||
Conversion of notes payable, shares | 496,718 | ||||
Cancellation of shares | $ (10) | 10 | |||
Cancellation of shares, shares | (100,000) | ||||
Stock-based compensation expense | 8,920 | 8,920 | |||
Net loss | (86,686) | (86,686) | |||
Balance at Mar. 31, 2021 | $ 711 | $ 108 | 1,411,098 | (1,835,405) | (423,488) |
Balance shares at Mar. 31, 2021 | 7,109,453 | 1,080,092 | |||
Balance at Dec. 31, 2020 | $ 656 | $ 108 | 1,139,629 | (1,748,719) | (608,326) |
Balance shares at Dec. 31, 2020 | 6,562,735 | 1,080,092 | |||
Net loss | (199,013) | ||||
Balance at Jun. 30, 2021 | $ 860 | $ 108 | 2,501,889 | (1,947,732) | 555,125 |
Balance shares at Jun. 30, 2021 | 8,603,025 | 1,080,092 | |||
Balance at Mar. 31, 2021 | $ 711 | $ 108 | 1,411,098 | (1,835,405) | (423,488) |
Balance shares at Mar. 31, 2021 | 7,109,453 | 1,080,092 | |||
Shares issued for services, net of cancellation | $ (7) | (41,893) | (41,900) | ||
Shares issued for services, net of cancellation, shares | (70,000) | ||||
Unearned compensation – shares issued for services | 99,344 | 99,344 | |||
Conversion of Note payable to Preferred Stock | $ 26 | 132,049 | 132,075 | ||
Conversion of notes payable, shares | 263,572 | ||||
Stock-based compensation expense | 8,921 | 8,921 | |||
Shares issued for asset purchase | $ 125 | 862,375 | 862,500 | ||
Shares issued for asset purchase, shares | 1,250,000 | ||||
Share purchase | $ 5 | 29,995 | 30,000 | ||
Share purchase, shares | 50,000 | ||||
Net loss | (112,327) | (112,327) | |||
Balance at Jun. 30, 2021 | $ 860 | $ 108 | $ 2,501,889 | $ (1,947,732) | $ 555,125 |
Balance shares at Jun. 30, 2021 | 8,603,025 | 1,080,092 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating activities | ||||
Net loss | $ (199,013) | $ (140,269) | $ (327,388) | $ (166,516) |
Stock-based compensation | 17,841 | 1,240 | 7,082 | |
Shares issued for services | 125,837 | 26,219 | 141,771 | |
Loss on extinguishment of debt | 21,299 | 21,299 | ||
Changes in net assets and liabilities: | ||||
Decrease in accounts receivable | 1,923 | (60,522) | ||
Decrease in Inventory | 34,210 | (99,701) | ||
Increase in accrued interest | 17,885 | 12,589 | 30,017 | 12,274 |
(Increase)/decrease in prepaid expenses and other current assets | (3,543) | 2,705 | (8,848) | (1,000) |
(Decrease)/increase in accounts payable and accrued expenses | (94,544) | 9,766 | 130,726 | 20,404 |
Cash flows from operating activities | (99,404) | (66,451) | (165,564) | (134,838) |
Investing activities: | ||||
Capitalized software | (64,991) | (31,700) | ||
Cash flows from investing activities | (64,991) | (31,700) | ||
Financing activities: | ||||
Proceeds from sales of common stock | 30,000 | 217 | ||
Proceeds from issuance of convertible notes payable | 100,000 | 180,000 | 55,000 | |
Proceeds of loan borrowings | 86,000 | |||
Proceeds of related party borrowings | 43,236 | 88,016 | 103,211 | |
Cash flows from financing activities | 216,000 | 43,236 | 268,016 | 158,428 |
Change in cash | 51,605 | (23,215) | 70,752 | 23,590 |
Cash - beginning of year | 94,342 | 23,590 | 23,590 | |
Cash - end of period | 145,947 | 375 | 94,342 | 23,590 |
Supplemental noncash investing and financing activity: | ||||
Debt and accrued interest converted to shares of common stock | 326,286 | |||
Debt and common stock issued for intangible assets (Note 4) | $ 1,612,500 | |||
Conversion of due to related party to long-term debt | 88,016 | 213,188 | ||
Long-term debt and accrued interest converted to shares of preferred stock | $ 270,023 |
The Company
The Company | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
The Company | Note 1. The Company USA Equities Corp. (the “Company”, “We” or the “Registrant”) was incorporated in Delaware on September 1, 1983. In 2015 the Company changed its name to USA Equities Corp. On December 20, 2019 the Company entered into and consummated a share exchange with the former stockholders of Medical Practice Income, Inc. (“MPI”) pursuant to a share exchange agreement (the “Exchange Agreement”) by which the Company issued 2,172,600 shares of common stock, $ .0001 par value (the “common stock”) to the former stockholders of MPI in exchange for all of the then issued and outstanding shares of common stock of MPI (the “Share Exchange”). MPI, based in West Palm Beach, Florida, is focused on value-based healthcare, informatics and algorithmic personalized medicine including digital therapeutics, behavior-based remote patient monitoring, chronic care and preventive medicine. Prior to the transaction with MPI, the owner of a majority of the outstanding Class A voting shares of MPI, owned approximately 91% of our then outstanding shares. Consequently, the transaction with MPI was accounted for as a change in reporting entity between entities under common control, whereby Accounting Changes and Error Corrections | Note 1. The Company USA Equities Corp. (the “Company”, “We” or the “Registrant”) was incorporated in Delaware on September 1, 1983. In 2015 the Company changed its name to USA Equities Corp. On December 20, 2019 the Company entered into and consummated a share exchange with the former stockholders of Medical Practice Income, Inc. (“MPI”) pursuant to a share exchange agreement (the “Exchange Agreement”) by which the Company issued 2,172,600 .0001 Prior to the transaction with MPI, the owner of a majority of the outstanding Class A voting shares of MPI, owned approximately 91 was accounted for as a change in reporting entity between entities under common control, whereby |
Going Concern
Going Concern | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Going Concern | Note 2. Going Concern The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company has incurred losses since inception, has negative operating cash flows and has recently began recognizing revenues in the fourth quarter of fiscal 2020. The continuation of the Company’s business is dependent upon its ability to achieve profitability and positive cash flows and, pending such achievement, future issuances of equity or other financings to fund ongoing operations. However access to such funding may not be available on commercially reasonable terms, if at all. These financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. | Note 2. Going Concern The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company has incurred losses since inception, has negative operational cash flows and has just started recognizing revenues. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The continuation of the Company’s business is dependent upon its ability to achieve profitability and positive cash flows and, pending such achievement, future issuances of equity or other financings to fund ongoing operations. However access to such funding may not be available on commercially reasonable terms, if at all. These financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern arise from this uncertainty. |
Basis of Presentation
Basis of Presentation | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Basis of Presentation | Note 3. Basis of Presentation The condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of only normal recurring accruals, necessary for a fair statement of financial position, results of operations, and cash flows. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the consolidated financial statements and the accompanying notes included in our Annual Report on Form 10- K for the year ended December 31, 2020. The accounting policies are described in the “Notes to the Consolidated Financial Statements” in the 2020 Annual Report on Form 10-K and updated, as necessary, in this Form 10-Q. The year-end balance sheet data presented for comparative purposes was derived from audited consolidated financial statements but does not include all disclosures required by accounting principles generally accepted in the United States. The results of operations for the three and six months ended June 30, 2021 and 2020 are not necessarily indicative of the operating results for the full year or for any other subsequent interim period. Risks Related to COVID-19 Pandemic The COVID-19 pandemic is affecting the United States and global economies and may affect the Company’s operations and those of third parties on which the Company relies. While the potential economic impact brought by, and the duration of, the COVID-19 pandemic is difficult to assess or predict, the impact of the COVID-19 pandemic could negatively impact the Company’s liquidity, capital resources and operations. The ultimate impact of the COVID-19 pandemic is highly uncertain and the Company does not yet know the full extent of potential impacts on its business, financing or global economy as a whole. Accounting Policies Use of Estimates Principles of Consolidation Cash and Cash Equivalents Accounts Receivable Inventories Capitalized Software Development Costs : Software development costs for internal-use software are accounted for in accordance with ASC 350-40, Intangibles, Internal-Use Software. Development costs that are incurred during the application development stage begin to be capitalized when two criteria are met: (i) the preliminary project stage is completed and (ii) it is probable that the software will be completed and used for its intended function. Capitalization ceases once the software is substantially complete and ready for its intended use. Costs incurred during the preliminary project stage of software development and post-implementation operating stages are expensed as incurred. Amortization is calculated on a straight-line basis over the remaining economic life of the software (typically three to five years) and will be included in the operating expense on the Consolidated Statements of Operations once amortization begins. The estimated useful lives of software are reviewed at least annually and will be tested for impairment whenever events or changes in circumstances occur that could impact the recoverability of the assets. Capitalized software development costs for internal-use software totalled $ 96,691 as of June 30, 2021 and $ 31,700 as of December 31, 2020. The software application is still in development with costs continuing to be capitalized and no amortization expense being recognized during the periods ended June 30, 2021 and December 31, 2020. There were no impairments recognized during the periods ended June 30, 2021 and December 31, 2020. Intangible Assets: Business Combination, Related Issues, Initial Measurement. Intangibles, General Intangibles Other Than Goodwill. Scheduleof Indefinite-lived Intangible Assets U.S. Method Patent 13.4 Web Domain Indefinite life Trademark Indefinite life Revenue Recognition Pursuant to ASC Topic 606, Revenue from Contracts with Customers, To determine the revenue to be recognized for transactions that the Company determines are within the scope of ASC 606, the Company follows the established five-step framework as follows: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract(s); (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract(s); and (v) recognize revenue when (or as) the Company satisfies a performance obligation. The Company sells allergy diagnostic-related products and immunotherapy treatments to physicians. Revenue is recognized once the Company satisfies its performance obligation which occurs at the point in time when title and possession of products have transitioned to the customer, typically upon delivery of the products. The Company includes shipping and handling fees billed to customers in revenue. There are several practical expedients and exemptions allowed under ASC 606 that impact timing of revenue recognition and disclosures. The Company elected to treat similar contracts as a portfolio of contracts, as allowed under ASC 606. The contracts that fall within the portfolio have the same provision terms and management has the expectation that the result will not be materially different from the consideration of each individual contract. Research and Development : Research and development expense is primarily related to developing and improving methods related to the Company’s Software as a Service (SaaS) platform. Research and development expenses are expensed when incurred. For the six months ended June 30, 2021 and 2020, there were $ 43,292 and $ 47,912 of research and development expenses incurred. Earnings Per Common Share no Income Taxes : The Company accounts for income taxes in accordance with ASC 740, Income Taxes, The Company has net operating losses of $ 1,947,732 begin to expire in 2027 Recently Issued Accounting Standards In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) This Quarterly Report on Form 10-Q does not discuss recent pronouncements that are not anticipated to have a current and/or future impact on or are unrelated to the Company’s financial condition, results of operations, cash flows or disclosures. | Note 3. Basis of Presentation The Consolidated Financial Statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). In the opinion of management, the accompanying audited consolidated financial statements include all adjustments, consisting of only normal recurring accruals, necessary for a fair statement of financial position, results of operations, and cash flows. Risks Related to COVID-19 Pandemic The COVID-19 pandemic is affecting the United States and global economies and may affect the Company’s operations and those of third parties on which the Company relies. While the potential economic impact brought by, and the duration of, the COVID-19 pandemic is difficult to assess or predict, the impact of the COVID-19 pandemic could negatively impact the Company’s short-term and long-term liquidity. The ultimate impact of the COVID-19 pandemic is highly uncertain and the Company does not yet know the full extent of potential impacts on its business, financing or global economy as a whole. However, these effects could have a material impact on the Company’s liquidity, capital resources and operations. Accounting Policies Use of Estimates Principles of Consolidation Cash and Cash Equivalents Accounts Receivable Inventories Capitalized Software Development Costs The estimated useful lives of software are reviewed at least annually and will be tested for impairment whenever events or changes in circumstances occur that could impact the recoverability of the assets. Capitalized software development costs for internal-use software, net of accumulated amortization, totaled $ 31,700 0 0 no Revenue Recognition Pursuant to ASC Topic 606, Revenue from Contracts with Customers, To determine the revenue to be recognized for transactions that the Company determines are within the scope of ASC 606, the Company follows the established five-step framework as follows: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract(s); (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract(s); and (v) recognize revenue when (or as) the Company satisfies a performance obligation. The Company sells allergy diagnostic related products and immunotherapy treatments to physicians. Revenue is recognized once the Company satisfies its performance obligation which occurs when title and possession of products have transitioned to the customer, typically upon delivery of the products. The Company includes shipping and handling fees billed to customers in revenue. Research and Development 98,290 $ 100,230 , respectively Earnings Per Common Share no Income Taxes “Accounting for Income Taxes,” The Company has net operating losses of $ 1,748,719 begin to expire in 2027 Recently Issued Accounting Standards In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) This Annual Report on Form 10-K does not discuss recent pronouncements that are not anticipated to have a current and/or future impact on or are unrelated to the Company’s financial condition, results of operations, cash flows or disclosures. |
Capitalized Software and Intang
Capitalized Software and Intangible Assets | 6 Months Ended |
Jun. 30, 2021 | |
Research and Development [Abstract] | |
Capitalized Software and Intangible Assets | Note 4. Capitalized Software and Intangible Assets Non-current assets consist of the following at June 30, 2021 and December 31, 2020: Schedule of Intangible Assets Amortization Period (in years) June 30, 2021 December 31, 2020 Capitalized Software $ 96,691 $ 31,700 Intangible Assets: U.S. Method Patent 13.4 967,500 - Web Domain N/A 161,250 - Trademark N/A 483,750 - Total Intangible Assets 1,612,500 $ - Capitalized software represents the development costs for internal-use software. The software application is still in development with costs continuing to be capitalized and no no The intangible assets represent the value the Company paid to acquire the trademark “AllergiEnd”, the web domain “AllergiEnd.com” along with the U.S. Method Patent registration relating to the allergy testing kit and related materials the Company distributes to physician clients. The Company acquired the intangible assets from MedScience Research Group as of June 23, 2021. The provisional allocation of the purchase price to each of these assets was determined based on ASC 805-50-30, Business Combination, Related Issues, Initial Measurement. Intangibles, General Intangibles Other Than Goodwill no |
Loans Payable
Loans Payable | 6 Months Ended |
Jun. 30, 2021 | |
Loans Payable | |
Loans Payable | Note 5. Loans Payable On June 21, 2021, the Company entered into a fixed-fee short-term loan with its merchant bank. As of June 30, 2021, the Company had received $ 86,000 On June 23, 2021, the Company entered into a purchase agreement to acquire certain assets from MedScience Research Group, Inc (“MedScience”) including the ‘AllergiEnd’ Trademark, methods patent and website (See Note 4 for additional information). As part of that purchase agreement, the Company issued a Promissory Note with a principal sum of $ 750,000 36 |
Convertible Notes Payable
Convertible Notes Payable | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Debt Disclosure [Abstract] | ||
Convertible Notes Payable | Note 6. Convertible Notes Payable Convertible notes payable at June 30, 2021 and December 31, 2020 consist of the following: Schedule of Convertible Notes Payable June 30, 2021 December 31, 2020 Note 1 and accrued interest and premium – Principal shareholder $ 199,551 $ 195,177 Note 2 and accrued interest – Principal shareholder 126,828 126,210 Note 3 and accrued interest – Shareholder - 62,951 Note 4 and accrued interest – Principal shareholder - 97,537 Note 5 and accrued interest – Accredited investors - 56,462 Note 6 and accrued interest – Principal shareholder 91,966 89,347 Note 7 and accrued interest – Accredited investors - 101,781 Note 8 and accrued interest – Accredited investors 26,295 25,055 Note 9 and accrued interest – Shareholder 101,479 - Total Convertible notes payable and accrued interest $ 546,119 $ 754,520 Note 1 – In October 2009, the Company issued a Convertible Promissory Note with a principal amount of $ 73,500 to its principal shareholder (Note 1). The note bears interest at the rate of 12% per annum until paid or the note and accrued interest is converted into shares of the Company’s common stock. On February 27, 2020, the note was modified to extend the maturity date to June 30, 2023 and increase the conversion price to $ 0.10 per share. In accordance with ASC 470-50-40, Debt, Modification and Extinguishments 21,299 on the extinguishment of debt and an offsetting premium on the new note recorded during the quarter ended June 30, 2020. As of June 30, 2021 and December 31, 2020, this note had accumulated $ 104,752 and $ 100,378 , respectively, in accrued interest. Note 2 – Effective September 1, 2019, the Company issued a Convertible Promissory Note in the principal amount of $ 124,562 1% December 30, 2022 0.25 2,266 1,648 Note 3 – Effective September 12, 2019, the Company issued a Convertible Promissory Note in the principal amount of $ 55,000 12% January 1, 2021 0.25 55,000 7,951 0.25 251,805 Note 4 – Effective December 27, 2019, the Company issued a Convertible Promissory Note in the principal amount of $ 88,626 to its principal shareholder in consideration for advances previously made to the Company (Note 4). This note bore interest at the rate of 10% per annum and was due and payable on December 30, 2022 . The Note was convertible into shares of common stock at a price of $ 0.55 per share. On March 15, 2021, the majority shareholder assigned this convertible note along with all accrued and future interest to a third-party shareholder. On March 31, 2021 the shareholder elected to convert the outstanding principal of $ 88,626 along with accrued interest of $ 11,096 into common stock at a price of $ 0.55 per share resulting in the issuance of 181,313 shares of common stock. As of June 30, 2021 and December 31, 2020, this note had accumulated $ 0 and $ 8,911 , respectively of accrued interest. Note 5 – Under subscription agreements dated September 25, 2020, the Company issued Convertible Promissory Notes (the “Notes”) to various individuals aggregating to $ 55,000 . The Notes bore interest at the rate of 10% per annum and maturity on September 30, 2022 (the “Maturity Date”) at which date all outstanding principal and accrued and unpaid interest are due and payable unless a Default Event, as defined, occurs. The Company could satisfy the Notes upon maturity or Default, as defined, by the issuance of Common shares at the greater of a conversion price equal to the greater of a 20% discount to the 15 day average market price of the Company’s common stock or $0.10. The principal and interest accrued are convertible at any time after six months through the maturity date of September 30, 2022 at the option of the holder at a 20% discount to the 15 day average market price of the Company’s share price, but in no event less than $0.10 per share. Upon conversion of any portion of the Notes, the investor will receive warrants to purchase up to 25% of the number of common shares issued as a result of such conversion exercisable for a period of two years at a price per share equal to 150% of the conversion price of the Notes. As of March 31, 2021 one of the note holders had elected to convert outstanding principal of $ 30,000 along with accrued interest into 63,600 shares of common stock at a price of $ 0.50 . Additionally, the shareholder received warrants, exercisable for two years, to purchase 15,900 common shares at $ 0.75 per share. As of June 17, 2021 the other note holder had elected to convert outstanding principal of $ 25,000 along with accrued interest into 48,755 shares of common stock at a price of $ 0.55 . Additionally, the shareholder received warrants, exercisable for two years, to purchase 12,189 common shares at $ 0.83 per share. As of June 30, 2021 and December 31, 2020, these notes had accumulated $ 0 and $ 1,462 , respectively of accrued interest. Note 6 – Effective September 30, 2020, the Company issued a Convertible Promissory Note in the principal amount of $ 88,016 to its principal shareholder in consideration for advances previously made to the Company (Note 6). This note bears interest at the rate of 6% per annum and is due and payable on December 31, 2022 . The Note is convertible into shares of common stock at a price of $ 1.00 per share. As of June 30, 2021 and December 31, 2020, this note had accumulated $ 3,950 and $ 1,331 , respectively of accrued interest. Note 7 – Effective October 27, 2020, the Company issued a Convertible Promissory Note in the principal amount of $ 100,000 to a shareholder (Note 7). This Note was issued under the subscription agreements dated September 25, 2020 and described in Note 5 above. As of May 7, 2021, the shareholder had elected to convert outstanding principal of $ 100,000 along with accrued interest into 214,817 shares of common stock at a price of $ 0.49 . Additionally, the shareholder received warrants, exercisable for two years, to purchase 53,704 common shares at $ 0.74 per share. As of June 30, 2021 and December 31, 2020, this note had accumulated $ 0 and $ 1,781 , respectively of accrued interest. Note 8 – Effective December 23, 2020, the Company issued a Convertible Promissory Note in the principal amount of $ 25,000 to a shareholder (Note 8). This Note was issued under the subscription agreements dated September 25, 2020 and described in Note 5 above. As of June 30, 2021 and December 31, 2020, this note had accumulated $ 1,295 and $ 55 , respectively of accrued interest. Note 9 – Effective May 7, 2021, the Company issued a Convertible Promissory Note in the principal amount of $ 100,000 to a shareholder (Note 9). The Note bears interest at the rate of 10 September 30, 2022 The Company may satisfy the Note upon maturity or Default, as defined, by the issuance of Common shares at the greater of a conversion price equal to the greater of a 25% discount to the 15 day average market price of the Company’s common stock or $0.50. The principal and interest accrued are convertible at any time after six months through the maturity date of September 30, 2022 at the option of the holder at a 25% discount to the 15 day average market price of the Company’s share price, but in no event less than $0.50 per share 1,479 of accrued interest. | Note 4. Convertible Notes Payable Convertible notes payable at December 31, 2020 and 2019 consist of the following: Schedule of Convertible Notes Payable December 31, 2020 December 31, 2019 Note 1 accrued interest and premium – Majority shareholder $ 195,177 $ 165,107 Note 2 and accrued interest – Majority shareholder 126,210 124,972 Note 3 and accrued interest – Shareholder 62,951 56,387 Note 4 and accrued interest – Majority shareholder 97,537 88,723 Note 5 and accrued interest – Accredited investors 56,462 - Note 6 and accrued interest – Majority shareholder 89,347 - Note 7 and accrued interest – Accredited investors 101,781 - Note 8 and accrued interest – Accredited investors 25,055 - Total Convertible notes payable and accrued interest $ 754,520 $ 435,189 Note 1 – In October, 2009, the Company issued a convertible promissory with a principal amount of $ 73,500 12 0.10 March 31, 2023 0.10 21,299 100,378 91,607 Note 2 – Effective September 1, 2019, the Company issued a Convertible Promissory Note in the principal amount of $ 124,562 1 December 30, 2022 0.25 1,648 410 Note 3 – Effective September 12, 2019, the Company issued a Convertible Promissory Note in the principal amount of $ 55,000 12 January 1, 2021 0.25 7,951 1,387 Note 4 – Effective December 27, 2019, the Company issued a Convertible Promissory Note in the principal amount of $ 88,626 10 December 30, 2022 0.55 8,911 97 Note 5 – Under subscription agreements dated September 25, 2020, the Company issued convertible promissory notes (the “Notes”) to various individuals totaling $ 55,000 10 September 30, 2022 The Company may satisfy the Notes upon maturity or Default, as defined, by the issuance of Common shares at the greater of a conversion price equal to the greater of a 20% discount to the 15 day average market price of the Company’s common stock or $0.10. The principal and interest accrued are convertible at any time after six months through the maturity date of September 30, 2022 at the option of the holder at a 20% discount to the 15 day average market price of the Company’s share price, but in no event less than $0.10 per share. Upon conversion of any portion of the Notes, the investor will receive warrants to purchase up to 25% of the number of common shares issued as a result of such conversion exercisable for a period of two years at a price per share equal to 150% of the conversion price of the Notes. 1,462 Note 6 – Effective September 30, 2020, the Company issued a Convertible Promissory Note in the principal amount of $ 88,016 6 December 31, 2022 1.00 1,331 Note 7 – Effective October 27, 2020, the Company issued a Convertible Promissory Note in the principal amount of $ 100,000 September 25, 2020 1,781 Note 8 – Effective December 23, 2020, the Company issued a Convertible Promissory Note in the principal amount of $ 25,000 September 25, 2020 55 |
Preferred Stock
Preferred Stock | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Equity [Abstract] | ||
Preferred Stock | Note 7. Preferred Stock Issuance of Series A Preferred Stock Effective September 1, 2019, the Company issued 1,080,092 shares of Series A Preferred Stock in satisfaction of a previously issued convertible promissory note held by its principal shareholder in the initial principal amount of $ 255,681 Series A Preferred Stock The shares of Series A Preferred Stock have a stated value of $ 0.25 0.05 The Series A Preferred Stock does not accrue dividends and ranks prior to the common stock upon a liquidation of the Company. The Series A Preferred Stock votes on all matters brought before the shareholders together with the Common stock as a single class and each share of Series A Preferred Stock has a number of votes, initially 5, equal to the number of shares of preferred stock into which it is convertible as of the record date for any vote. | Note 5. Preferred Stock Issuance of Series A Preferred stock Effective September 1, 2019, the Company issued 1,080,092 255,681 Series A Preferred Stock The shares of Series A Preferred Stock have a stated value of $ 0.25 0.05 |
Earnings (Loss) Per Common Shar
Earnings (Loss) Per Common Share | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Common Share | Note 8. Earnings (Loss) Per Common Share The Company calculates net income (loss) per common share in accordance with ASC 260, Earnings Per Share. Basic and diluted net earnings (loss) per common share was determined by dividing net earnings (loss) applicable to common stockholders by the weighted average number of common shares outstanding during the period. The Company’s potentially dilutive shares, which include outstanding common stock options, common stock warrants, and convertible debt have not been included in the computation of diluted net loss per share for the six months ended June 30, 2021 and 2020 as the result would be anti-dilutive. Schedule of Anti-dilutive Securities Excluded From Calculation of Earning Per Share Six Months Ended 2021 2020 Stock options 1,100,000 650,000 Stock warrants 89,793 - Total shares excluded from calculation 1,189,793 650,000 |
Stock-based Compensation
Stock-based Compensation | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | ||
Stock-based Compensation | Note 9. Stock-based Compensation During the six months ended June 30, 2021 and 2020, there was $ 17,841 1,240 125,837 26,219 Schedule of Stock-based Compensation Expenses Six Months Ended 2021 2020 Research and development $ 29,031 $ 14,219 Sales and marketing 48,628 12,000 General and administrative 48,178 - Total expense – shares issued for services $ 125,837 $ 26,219 During the six months ended June 30, 2021, there were 450,000 options granted to certain scientific and business advisors (“Advisors”) with a weighted-average exercise price of $ 0.65 . The options vest in equal annual installments over three years beginning in April 2021 and expire five years after grant date. During the six months ended June 30, 2020, there were 650,000 options granted to certain scientific and business advisors (“Advisors”) with a weighted-average exercise price of $ 0.40 . The options vest in equal annual installments over three years beginning in July 2020 and expire five years after grant date. There were no options exercised, forfeited or cancelled during either period. As of June 30, 2021, there was $ 53,927 1,100,000 22 0.12 The fair value of all options granted is determined using the Black-Scholes option-pricing model. The following weighted-average assumptions were used: Schedule of Fair Value of Option Grant of Weighted-average Assumptions Six Months Ended Six Months Ended Risk-free interest rate 0.21 % 0.51 % Expected life of the options 3.5 3.5 Expected volatility of the underlying stock 76.3 % 70.7 % Expected dividend rate 0 % 0 % The risk-free interest rates are derived from the U.S. Treasury yield curve in effect on the date of grant for instruments with a remaining term similar to the expected term of the options. The expected life of the options is based on the option term. Due to the Company’s limited historical data, the expected volatility is calculated based upon the historical volatility of comparable companies whose share prices are publicly available for a sufficient period of time. The dividend rate is based on the Company never paying or having the intent to pay any cash dividends. On March 8, 2021, the Company entered into a Consulting Agreement (“Agreement 1”) with an Investor Relations Consultant, pursuant to which the Investor Relations Consultant was to provide investor relations services to the Company for consideration of 120,000 shares of common stock of the Company (the “Share Payment”) in addition to monthly cash payments for a term of three months. Agreement 1 contains a clause providing the Company the right to cancel the shares of common stock pursuant to the terms of Agreement 1. The value of the shares were to be expensed when the Investor Relations Consultant met the terms of the Consulting Agreement. The Company notified the Consultant that the Agreement was terminated effective April 7, 2021 without the terms of the Consulting Agreement being met. The Company cancelled the Share Payment associated with the Consulting Agreement. On March 10, 2021, the Company entered into a Consulting Agreement (“Agreement 2”) with a Legal Consultant to provide legal services to the Company for consideration of 30,000 16 On May 5, 2021, the Company entered into a Consulting Agreement (“Agreement 3”) with a Strategic Advisory Consultant to provide strategic and advisory services to the Company for consideration of 30,000 shares of common stock of the Company (the “Share Payment”). The term of Agreement 3 is three months On June 14, 2021, the Company entered into a Consulting Agreement (“Agreement 4”) with a Strategic Advisory Consultant to provide strategic and advisory services to the Company for consideration of 20,000 one month Options outstanding at June 30, 2021 consist of: Schedule of Options Outstanding and Exercisable Date Issued Number Outstanding Number Exercisable Exercise Price Expiration Date March 12, 2020 500,000 166,667 $ 0.40 December 31, 2024 June 27, 2020 150,000 50,000 $ 0.40 December 31, 2024 January 1, 2021 450,000 150,000 $ 0.65 December 31, 2025 Total 1,100,000 366,667 Warrants outstanding at June 30, 2021 consist of: Schedule of Warrants Outstanding and Exercisable Date Issued Number Outstanding Number Exercisable Exercise Price Expiration Date March 16, 2021 15,900 15,900 $ 0.75 March 15, 2023 May 7, 2021 53,704 53,704 $ 0.74 May 6, 2023 June 17, 2021 12,189 12,189 $ 0.83 June 16, 2023 Total 89,793 89,793 | Note 6. Stock-based Compensation During the year ended December 31, 2020, there was $ 7,082 141,771 60,219 24,083 57,469 During the year ended December 31, 2020 there were 650,000 0.40 three five no no As of December 31, 2020, there was $ 17,768 650,000 18 0.04 The fair value of all options granted is determined using the Black-Scholes option-pricing model. The following weighted-average assumptions were used: Schedule of Fair Value of Option Grant of Weighted-average Assumptions Year Ended Risk-free interest rate 0.51 % Expected life of the options 3.5 Expected volatility of the underlying stock 70.7 % Expected dividend rate 0 % The risk-free interest rates are derived from the U.S. Treasury yield curve in effect on the date of grant for instruments with a remaining term similar to the expected term of the options. The expected life of the options is based on the option term. Due to the Company’s limited historical data, the expected volatility is calculated based upon the historical volatility of comparable companies whose share prices are publicly available for a sufficient period of time. The dividend rate is based on the Company never paying or having the intent to pay any cash dividends. On April 22, 2020, the Company entered into a Consulting Agreement (“Agreement 1”) with a Management Consultant, pursuant to which the Management Consultant will provide business, intellectual property and Food and Drug Administration (“FDA”) regulatory consulting services to the Company for consideration of a onetime stock payment of 250,000 twelve On May 22, 2020, the Company entered into a Consulting Agreement (“Agreement 2”) with a Software Development Consultant, pursuant to which the Software Development Consultant will provide software development consulting services to the Company for consideration of a onetime stock payment of 200,000 twelve Also on May 22, 2020, the Company entered into a Consulting Agreement (“Agreement 3”) with a Marketing Consultant, pursuant to which the Marketing Consultant was to provide marketing research consulting services to the Company for consideration of 100,000 On August 24, 2020, the Company entered into a Consulting Agreement (“Agreement 4”) with a Business Development Consultant, pursuant to which the Business Development Consultant will provide business development consulting services to the Company for consideration of 100,000 twelve On September 1, 2020, the Company entered into a Consulting Agreement (“Agreement 5”) with a Medical Education Consultant, pursuant to which the Medical Education Consultant will provide medical education consulting services to the Company for consideration of 75,000 six On September 15, 2020, the Company granted 75,000 |
Related-Party Transactions
Related-Party Transactions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Related Party Transactions [Abstract] | ||
Related-Party Transactions | Note 10. Related-Party Transactions Convertible notes payable, related party: | Note 7. Related Party Transactions Related-Party Transactions Convertible notes payable, related party: Consulting agreement 300,000 75,000 450,000 375,000 Subsequent events: |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | Note 11. Commitments and Contingencies On February 9, 2021, the Company entered into a Receivables Purchase and Security Agreement (“Factoring Agreement”) with a Factoring Company. The Factoring Agreement has an initial term of one year Under the terms of the agreement, designated receivables are sold for periodic advances of up to $ 150,000 10% 1.8% Amounts due from the Factoring Company, net of fees, are included in Prepaid expenses and other current assets on the Condensed Consolidated Balance Sheet. There are no pending or threatened legal proceedings as of June 30, 2021. The Company has no non-cancellable operating leases. | Note 8. Commitments and Contingencies There are no pending or threatened legal proceedings as of December 31, 2020. The Company has no non-cancellable operating leases. |
Subsequent Events
Subsequent Events | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Subsequent Events [Abstract] | ||
Subsequent Events | Note 12. Subsequent Events On July 16, 2021, the Company entered into a Consulting Agreement (“Agreement 4”) with a Strategic Advisory Consultant to provide strategic and advisory services to the Company for consideration of 20,000 On August 10, 2021, the Company entered into a Securities Purchase Agreement with Mercer Street Global Opportunity Fund, LLC (“Buyer”), pursuant to which the Company issued to Buyer its Original Issue Discount Secured Convertible Promissory Note (the “Note”) in the principal amount of $806,000 930,000 750,000 The principal amount of the Note and all interest accrued thereon is payable on August 10, 2022, and is secured by a lien on substantially all of the Company’s assets. The Note provides for interest at the rate of 5 0.65 the average closing price of the Company’s common stock during any ten consecutive trading days beginning on the date of the effectiveness of a registration statement with respect to the shares issuable upon conversion of the Note and ending 60 days after the date of such effectiveness is below $0.65, the conversion price shall be reduced to such average price but in no event less than $0.455 per share. In addition to customary anti-dilution adjustments the Note provides, subject to certain limited exceptions, that if the Company issues any common stock or common stock equivalents, as defined in the Note, at a per share price lower than the conversion price then in effect, the conversion price will be reduced to the per share price at which such shares or common share equivalents were sold. The Note provides for various events of default similar to those provided for in similar transactions, including the failure to timely pay amounts due thereunder. The Note provides further that the Company will be liable to the Buyer for various amounts, including the cost of a buy-in, if the Company shall default in its obligation to register the shares issuable upon conversion of the Note for sale by the Buyer under the Securities Act or otherwise fail to facilitate Buyer’s sale of the shares issuable upon conversion of the Note as required by the terms of the Note. The Warrants are initially exercisable for a period of three years at a price of $ 1.25 subject to customary anti-dilution adjustments upon the occurrence of certain corporate events as set forth in the Warrant. The shares issuable upon conversion of the Note and exercise of the Warrants are to be registered under the Securities Act of 1933, as amended, for resale by the Buyer as provided in the Registration Rights Agreement. If at any time after the The Registration Rights Agreement requires the Company to file with the Securities and Exchange Commission within 45 days following the closing of the issuance of the Note, a registration statement (the “Registration Statement”) with respect to all shares which may be acquired upon conversion of the Note and exercise of the Warrant (the “Registrable Securities”) and to cause the Registration Statement to be declared effective no later than 90 days after the date of the issuance of the Note, provided, that if the Company is notified by the SEC that the Registration Statement will not be reviewed or is no longer subject to further review and comments, the Company shall cause the Registration Statement to be declared effective on the fifth trading day following the date on which the Company is so notified. The Company is to cause the Registration Statement to remain continuously effective until all Registrable Securities covered by such Registration Statement have been sold, or may be sold pursuant to Rule 144 without the volume or other limitations of such rule, or are otherwise not required to be registered in reliance upon the exemption in Section 4(a)(1) or 4(a)(7) under the Securities Act. For services rendered in connection with the Securities Purchase Agreement the Company paid Carter, Terry & Company a cash fee of $ 75,000 36,145 10,000 | Note 9. Subsequent Events Effective January 1, 2021, the shareholder referenced in relation to Convertible Promissory Note 3 in Footnote 4 elected to convert the outstanding principal of $ 55,000 7,951 0.25 251,805 |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Use of Estimates | Use of Estimates | Use of Estimates |
Principles of Consolidation | Principles of Consolidation | Principles of Consolidation |
Cash and Cash Equivalents | Cash and Cash Equivalents | Cash and Cash Equivalents |
Accounts Receivable | Accounts Receivable | Accounts Receivable |
Inventories | Inventories | Inventories |
Capitalized Software Development Costs | Capitalized Software Development Costs : Software development costs for internal-use software are accounted for in accordance with ASC 350-40, Intangibles, Internal-Use Software. Development costs that are incurred during the application development stage begin to be capitalized when two criteria are met: (i) the preliminary project stage is completed and (ii) it is probable that the software will be completed and used for its intended function. Capitalization ceases once the software is substantially complete and ready for its intended use. Costs incurred during the preliminary project stage of software development and post-implementation operating stages are expensed as incurred. Amortization is calculated on a straight-line basis over the remaining economic life of the software (typically three to five years) and will be included in the operating expense on the Consolidated Statements of Operations once amortization begins. The estimated useful lives of software are reviewed at least annually and will be tested for impairment whenever events or changes in circumstances occur that could impact the recoverability of the assets. Capitalized software development costs for internal-use software totalled $ 96,691 as of June 30, 2021 and $ 31,700 as of December 31, 2020. The software application is still in development with costs continuing to be capitalized and no amortization expense being recognized during the periods ended June 30, 2021 and December 31, 2020. There were no impairments recognized during the periods ended June 30, 2021 and December 31, 2020. Intangible Assets: Business Combination, Related Issues, Initial Measurement. Intangibles, General Intangibles Other Than Goodwill. Scheduleof Indefinite-lived Intangible Assets U.S. Method Patent 13.4 Web Domain Indefinite life Trademark Indefinite life | Capitalized Software Development Costs The estimated useful lives of software are reviewed at least annually and will be tested for impairment whenever events or changes in circumstances occur that could impact the recoverability of the assets. Capitalized software development costs for internal-use software, net of accumulated amortization, totaled $ 31,700 0 0 no |
Revenue Recognition | Revenue Recognition Pursuant to ASC Topic 606, Revenue from Contracts with Customers, To determine the revenue to be recognized for transactions that the Company determines are within the scope of ASC 606, the Company follows the established five-step framework as follows: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract(s); (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract(s); and (v) recognize revenue when (or as) the Company satisfies a performance obligation. The Company sells allergy diagnostic-related products and immunotherapy treatments to physicians. Revenue is recognized once the Company satisfies its performance obligation which occurs at the point in time when title and possession of products have transitioned to the customer, typically upon delivery of the products. The Company includes shipping and handling fees billed to customers in revenue. There are several practical expedients and exemptions allowed under ASC 606 that impact timing of revenue recognition and disclosures. The Company elected to treat similar contracts as a portfolio of contracts, as allowed under ASC 606. The contracts that fall within the portfolio have the same provision terms and management has the expectation that the result will not be materially different from the consideration of each individual contract. | Revenue Recognition Pursuant to ASC Topic 606, Revenue from Contracts with Customers, To determine the revenue to be recognized for transactions that the Company determines are within the scope of ASC 606, the Company follows the established five-step framework as follows: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract(s); (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract(s); and (v) recognize revenue when (or as) the Company satisfies a performance obligation. The Company sells allergy diagnostic related products and immunotherapy treatments to physicians. Revenue is recognized once the Company satisfies its performance obligation which occurs when title and possession of products have transitioned to the customer, typically upon delivery of the products. The Company includes shipping and handling fees billed to customers in revenue. |
Research and Development | Research and Development : Research and development expense is primarily related to developing and improving methods related to the Company’s Software as a Service (SaaS) platform. Research and development expenses are expensed when incurred. For the six months ended June 30, 2021 and 2020, there were $ 43,292 and $ 47,912 of research and development expenses incurred. | Research and Development 98,290 $ 100,230 , respectively |
Earnings Per Common Share | Earnings Per Common Share no | Earnings Per Common Share no |
Income Taxes | Income Taxes : The Company accounts for income taxes in accordance with ASC 740, Income Taxes, The Company has net operating losses of $ 1,947,732 begin to expire in 2027 | Income Taxes “Accounting for Income Taxes,” The Company has net operating losses of $ 1,748,719 begin to expire in 2027 |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) This Quarterly Report on Form 10-Q does not discuss recent pronouncements that are not anticipated to have a current and/or future impact on or are unrelated to the Company’s financial condition, results of operations, cash flows or disclosures. | Recently Issued Accounting Standards In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) This Annual Report on Form 10-K does not discuss recent pronouncements that are not anticipated to have a current and/or future impact on or are unrelated to the Company’s financial condition, results of operations, cash flows or disclosures. |
Basis of Presentation (Tables)
Basis of Presentation (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Scheduleof Indefinite-lived Intangible Assets | Scheduleof Indefinite-lived Intangible Assets U.S. Method Patent 13.4 Web Domain Indefinite life Trademark Indefinite life |
Capitalized Software and Inta_2
Capitalized Software and Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Research and Development [Abstract] | |
Schedule of Intangible Assets | Non-current assets consist of the following at June 30, 2021 and December 31, 2020: Schedule of Intangible Assets Amortization Period (in years) June 30, 2021 December 31, 2020 Capitalized Software $ 96,691 $ 31,700 Intangible Assets: U.S. Method Patent 13.4 967,500 - Web Domain N/A 161,250 - Trademark N/A 483,750 - Total Intangible Assets 1,612,500 $ - |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Debt Disclosure [Abstract] | ||
Schedule of Convertible Notes Payable | Convertible notes payable at June 30, 2021 and December 31, 2020 consist of the following: Schedule of Convertible Notes Payable June 30, 2021 December 31, 2020 Note 1 and accrued interest and premium – Principal shareholder $ 199,551 $ 195,177 Note 2 and accrued interest – Principal shareholder 126,828 126,210 Note 3 and accrued interest – Shareholder - 62,951 Note 4 and accrued interest – Principal shareholder - 97,537 Note 5 and accrued interest – Accredited investors - 56,462 Note 6 and accrued interest – Principal shareholder 91,966 89,347 Note 7 and accrued interest – Accredited investors - 101,781 Note 8 and accrued interest – Accredited investors 26,295 25,055 Note 9 and accrued interest – Shareholder 101,479 - Total Convertible notes payable and accrued interest $ 546,119 $ 754,520 | Convertible notes payable at December 31, 2020 and 2019 consist of the following: Schedule of Convertible Notes Payable December 31, 2020 December 31, 2019 Note 1 accrued interest and premium – Majority shareholder $ 195,177 $ 165,107 Note 2 and accrued interest – Majority shareholder 126,210 124,972 Note 3 and accrued interest – Shareholder 62,951 56,387 Note 4 and accrued interest – Majority shareholder 97,537 88,723 Note 5 and accrued interest – Accredited investors 56,462 - Note 6 and accrued interest – Majority shareholder 89,347 - Note 7 and accrued interest – Accredited investors 101,781 - Note 8 and accrued interest – Accredited investors 25,055 - Total Convertible notes payable and accrued interest $ 754,520 $ 435,189 |
Earnings (Loss) Per Common Sh_2
Earnings (Loss) Per Common Share (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Anti-dilutive Securities Excluded From Calculation of Earning Per Share | The Company calculates net income (loss) per common share in accordance with ASC 260, Earnings Per Share. Basic and diluted net earnings (loss) per common share was determined by dividing net earnings (loss) applicable to common stockholders by the weighted average number of common shares outstanding during the period. The Company’s potentially dilutive shares, which include outstanding common stock options, common stock warrants, and convertible debt have not been included in the computation of diluted net loss per share for the six months ended June 30, 2021 and 2020 as the result would be anti-dilutive. Schedule of Anti-dilutive Securities Excluded From Calculation of Earning Per Share Six Months Ended 2021 2020 Stock options 1,100,000 650,000 Stock warrants 89,793 - Total shares excluded from calculation 1,189,793 650,000 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | ||
Schedule of Stock-based Compensation Expenses | Schedule of Stock-based Compensation Expenses Six Months Ended 2021 2020 Research and development $ 29,031 $ 14,219 Sales and marketing 48,628 12,000 General and administrative 48,178 - Total expense – shares issued for services $ 125,837 $ 26,219 | |
Schedule of Fair Value of Option Grant of Weighted-average Assumptions | The fair value of all options granted is determined using the Black-Scholes option-pricing model. The following weighted-average assumptions were used: Schedule of Fair Value of Option Grant of Weighted-average Assumptions Six Months Ended Six Months Ended Risk-free interest rate 0.21 % 0.51 % Expected life of the options 3.5 3.5 Expected volatility of the underlying stock 76.3 % 70.7 % Expected dividend rate 0 % 0 % | The fair value of all options granted is determined using the Black-Scholes option-pricing model. The following weighted-average assumptions were used: Schedule of Fair Value of Option Grant of Weighted-average Assumptions Year Ended Risk-free interest rate 0.51 % Expected life of the options 3.5 Expected volatility of the underlying stock 70.7 % Expected dividend rate 0 % |
Schedule of Options Outstanding and Exercisable | Options outstanding at June 30, 2021 consist of: Schedule of Options Outstanding and Exercisable Date Issued Number Outstanding Number Exercisable Exercise Price Expiration Date March 12, 2020 500,000 166,667 $ 0.40 December 31, 2024 June 27, 2020 150,000 50,000 $ 0.40 December 31, 2024 January 1, 2021 450,000 150,000 $ 0.65 December 31, 2025 Total 1,100,000 366,667 | |
Schedule of Warrants Outstanding and Exercisable | Warrants outstanding at June 30, 2021 consist of: Schedule of Warrants Outstanding and Exercisable Date Issued Number Outstanding Number Exercisable Exercise Price Expiration Date March 16, 2021 15,900 15,900 $ 0.75 March 15, 2023 May 7, 2021 53,704 53,704 $ 0.74 May 6, 2023 June 17, 2021 12,189 12,189 $ 0.83 June 16, 2023 Total 89,793 89,793 |
The Company (Details Narrative)
The Company (Details Narrative) - $ / shares | Dec. 20, 2019 | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Medical Practice Income, Inc. [Member] | Exchange Agreement [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Shares issued during period, for share exchange | 2,172,600 | |||
Common stock, par value | $ 0.0001 | |||
Equity ownership, percentage | 91.00% |
Scheduleof Indefinite-lived Int
Scheduleof Indefinite-lived Intangible Assets (Details) | 6 Months Ended |
Jun. 30, 2021 | |
Web Domain [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Impaired Intangible Asset | Indefinite life |
Trademarks [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Impaired Intangible Asset | Indefinite life |
Patents [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible assets, amortization method | 13 years 4 months 24 days |
Basis of Presentation (Details
Basis of Presentation (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Capitalized software development costs | $ 96,691 | $ 96,691 | $ 31,700 | |||
Amortization expenses of capitalized software development | 0 | 0 | 0 | |||
Capitalized software development cost impairments recognized | 0 | 0 | 0 | |||
Research and development expenses | 15,271 | $ 20,324 | $ 43,292 | $ 47,912 | $ 98,290 | $ 100,230 |
Common stock equivalent shares of weighted average shares outstanding dilutive | 1,189,793 | 650,000 | 0 | 0 | ||
Net operating losses | $ 1,947,732 | $ 1,947,732 | $ 1,748,719 | |||
Net operating losses carryforwards, expire date | begin to expire in 2027 | begin to expire in 2027 | ||||
Common Stock [Member] | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Common stock equivalent shares of weighted average shares outstanding dilutive | 0 | 0 |
Schedule of Intangible Assets (
Schedule of Intangible Assets (Details) - USD ($) | 6 Months Ended | ||
Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Capitalized Software | $ 96,691 | $ 31,700 | |
Total Intangible Assets | 1,612,500 | ||
Web Domain [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Total Intangible Assets | 161,250 | ||
Trademarks [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Total Intangible Assets | $ 483,750 | ||
Patents [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Remaining Amortization Period | 13 years 4 months 24 days | ||
Total Intangible Assets | $ 967,500 |
Capitalized Software and Inta_3
Capitalized Software and Intangible Assets (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Research and Development [Abstract] | |||
Amortization expenses of capitalized software development | $ 0 | $ 0 | $ 0 |
Capitalized software development cost impairments recognized | 0 | 0 | $ 0 |
Amortization expense | $ 0 | $ 0 |
Loans Payable (Details Narrativ
Loans Payable (Details Narrative) - USD ($) | Jun. 23, 2021 | Jun. 30, 2021 | Jun. 30, 2020 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Proceeds of loan borrowings | $ 86,000 | ||
Purchase Agreement [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Debt instrument, principal amount | $ 750,000 | ||
Debt periodic payment | $ 36 |
Schedule of Convertible Notes P
Schedule of Convertible Notes Payable (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Short-term Debt [Line Items] | |||
Total Convertible notes payable and accrued interest | $ 546,119 | $ 754,520 | $ 435,189 |
Note 1 Accrued Interest and Premium - Majority Shareholder [Member] | |||
Short-term Debt [Line Items] | |||
Total Convertible notes payable and accrued interest | 199,551 | 195,177 | 165,107 |
Note 2 Payable and Accrued Interest - Majority Shareholder [Member] | |||
Short-term Debt [Line Items] | |||
Total Convertible notes payable and accrued interest | 126,828 | 126,210 | 124,972 |
Note 3 and Accrued Interest - Shareholder [Member] | |||
Short-term Debt [Line Items] | |||
Total Convertible notes payable and accrued interest | 62,951 | 56,387 | |
Note 4 Payable and Accrued Interest - Majority Shareholder [Member] | |||
Short-term Debt [Line Items] | |||
Total Convertible notes payable and accrued interest | 97,537 | 88,723 | |
Note 5 and Accrued Interest - Accredited Investors [Member] | |||
Short-term Debt [Line Items] | |||
Total Convertible notes payable and accrued interest | 56,462 | ||
Note 6 and Accrued Interest - Majority Shareholder [Member] | |||
Short-term Debt [Line Items] | |||
Total Convertible notes payable and accrued interest | 91,966 | 89,347 | |
Note 7 Payable And Accrued Interest Accredited Investors [Member] | |||
Short-term Debt [Line Items] | |||
Total Convertible notes payable and accrued interest | 101,781 | ||
Note Eight Payable And Accrued Interest Accredited Investors [Member] | |||
Short-term Debt [Line Items] | |||
Total Convertible notes payable and accrued interest | 26,295 | 25,055 | |
Note Nine Payable And Accrued Interest Shareholder [Member] | |||
Short-term Debt [Line Items] | |||
Total Convertible notes payable and accrued interest | $ 101,479 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details Narrative) - USD ($) | May 07, 2021 | Mar. 31, 2021 | Jan. 02, 2021 | Dec. 23, 2020 | Oct. 27, 2020 | Sep. 30, 2020 | Sep. 25, 2020 | Feb. 27, 2020 | Dec. 27, 2019 | Sep. 12, 2019 | Sep. 01, 2019 | Jun. 30, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 17, 2021 | Oct. 31, 2009 |
Debt Instrument [Line Items] | ||||||||||||||||||||
Extinguishment of debt | $ 21,299 | $ 21,299 | $ 21,299 | |||||||||||||||||
Majority Shareholder [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt instrument, principal amount | $ 100,000 | $ 30,000 | ||||||||||||||||||
Debt instrument, conversion price | $ 0.49 | $ 0.50 | ||||||||||||||||||
Accrued interest | $ 214,817 | $ 63,600 | ||||||||||||||||||
Common stock at a price | $ 0.74 | $ 0.75 | ||||||||||||||||||
Conversion of notes payable, shares | 53,704 | 15,900 | ||||||||||||||||||
Other Majority Shareholder [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt instrument, principal amount | $ 25,000 | |||||||||||||||||||
Debt instrument, conversion price | $ 0.55 | |||||||||||||||||||
Accrued interest | $ 48,755 | |||||||||||||||||||
Number of securities called by warrants | 12,189 | |||||||||||||||||||
Exercise price of warrants | $ 0.83 | |||||||||||||||||||
Convertible Promissory Note One [Member] | Majority Shareholder [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt instrument, principal amount | $ 73,500 | |||||||||||||||||||
Debt instrument, interest rate | 12.00% | |||||||||||||||||||
Debt instrument, maturity date | Mar. 31, 2023 | |||||||||||||||||||
Debt instrument, conversion price | $ 0.10 | $ 0.10 | ||||||||||||||||||
Extinguishment of debt | $ 21,299 | |||||||||||||||||||
Accrued interest | 104,752 | 104,752 | 100,378 | 91,607 | ||||||||||||||||
Convertible Promissory Note One [Member] | Majority Shareholder [Member] | Shareholder [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt instrument, maturity date | Jun. 30, 2023 | |||||||||||||||||||
Convertible Promissory Note Two [Member] | Majority Shareholder [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt instrument, principal amount | $ 124,562 | |||||||||||||||||||
Debt instrument, interest rate | 1.00% | |||||||||||||||||||
Debt instrument, maturity date | Dec. 30, 2022 | |||||||||||||||||||
Debt instrument, conversion price | $ 0.25 | |||||||||||||||||||
Accrued interest | 2,266 | 2,266 | 1,648 | 410 | ||||||||||||||||
Convertible Promissory Note Three [Member] | Majority Shareholder [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt instrument, principal amount | $ 55,000 | |||||||||||||||||||
Convertible Promissory Note Three [Member] | Shareholder [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt instrument, principal amount | 55,000 | $ 55,000 | ||||||||||||||||||
Debt instrument, interest rate | 12.00% | |||||||||||||||||||
Debt instrument, maturity date | Jan. 1, 2021 | |||||||||||||||||||
Debt instrument, conversion price | $ 0.25 | |||||||||||||||||||
Accrued interest | $ 7,951 | 7,951 | 1,387 | |||||||||||||||||
Common stock at a price | $ 0.25 | |||||||||||||||||||
Conversion of notes payable, shares | 251,805 | |||||||||||||||||||
Convertible Promissory Note Four [Member] | Majority Shareholder [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt instrument, principal amount | $ 88,626 | $ 88,626 | ||||||||||||||||||
Debt instrument, interest rate | 10.00% | |||||||||||||||||||
Debt instrument, maturity date | Dec. 30, 2022 | |||||||||||||||||||
Debt instrument, conversion price | $ 0.55 | |||||||||||||||||||
Accrued interest | $ 11,096 | 0 | 0 | 8,911 | $ 97 | |||||||||||||||
Common stock at a price | $ 0.55 | |||||||||||||||||||
Conversion of notes payable, shares | 181,313 | |||||||||||||||||||
Convertible Promissory Note Five [Member] | Accredited Investors [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt instrument, principal amount | $ 55,000 | |||||||||||||||||||
Debt instrument, interest rate | 10.00% | |||||||||||||||||||
Debt instrument, maturity date | Sep. 30, 2022 | |||||||||||||||||||
Accrued interest | 0 | 0 | 1,462 | |||||||||||||||||
Debt instrument, description | The Company may satisfy the Notes upon maturity or Default, as defined, by the issuance of Common shares at the greater of a conversion price equal to the greater of a 20% discount to the 15 day average market price of the Company’s common stock or $0.10. The principal and interest accrued are convertible at any time after six months through the maturity date of September 30, 2022 at the option of the holder at a 20% discount to the 15 day average market price of the Company’s share price, but in no event less than $0.10 per share. Upon conversion of any portion of the Notes, the investor will receive warrants to purchase up to 25% of the number of common shares issued as a result of such conversion exercisable for a period of two years at a price per share equal to 150% of the conversion price of the Notes. | |||||||||||||||||||
Convertible Promissory Note Five [Member] | Accredited Investors [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt instrument, description | The Company could satisfy the Notes upon maturity or Default, as defined, by the issuance of Common shares at the greater of a conversion price equal to the greater of a 20% discount to the 15 day average market price of the Company’s common stock or $0.10. The principal and interest accrued are convertible at any time after six months through the maturity date of September 30, 2022 at the option of the holder at a 20% discount to the 15 day average market price of the Company’s share price, but in no event less than $0.10 per share. Upon conversion of any portion of the Notes, the investor will receive warrants to purchase up to 25% of the number of common shares issued as a result of such conversion exercisable for a period of two years at a price per share equal to 150% of the conversion price of the Notes. | |||||||||||||||||||
Convertible Promissory Note Six [Member] | Majority Shareholder [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt instrument, principal amount | $ 88,016 | $ 88,016 | ||||||||||||||||||
Debt instrument, interest rate | 6.00% | 6.00% | ||||||||||||||||||
Debt instrument, maturity date | Dec. 31, 2022 | Dec. 31, 2022 | ||||||||||||||||||
Debt instrument, conversion price | $ 1 | $ 1 | ||||||||||||||||||
Accrued interest | 3,950 | 3,950 | $ 1,331 | |||||||||||||||||
Convertible Promissory Note Seven [Member] | Accredited Investors [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt instrument, principal amount | $ 100,000 | |||||||||||||||||||
Debt instrument, maturity date | Sep. 25, 2020 | |||||||||||||||||||
Accrued interest | 0 | 0 | 1,781 | |||||||||||||||||
Convertible Promissory Note Eight [Member] | Accredited Investors [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt instrument, principal amount | $ 25,000 | |||||||||||||||||||
Debt instrument, maturity date | Sep. 25, 2020 | |||||||||||||||||||
Accrued interest | 1,295 | 1,295 | $ 55 | |||||||||||||||||
Convertible Promissory Note 9 [Member] | Accredited Investors [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt instrument, principal amount | $ 100,000 | |||||||||||||||||||
Debt instrument, maturity date | Sep. 30, 2022 | |||||||||||||||||||
Accrued interest | $ 1,479 | $ 1,479 | ||||||||||||||||||
Debt instrument, description | The Company may satisfy the Note upon maturity or Default, as defined, by the issuance of Common shares at the greater of a conversion price equal to the greater of a 25% discount to the 15 day average market price of the Company’s common stock or $0.50. The principal and interest accrued are convertible at any time after six months through the maturity date of September 30, 2022 at the option of the holder at a 25% discount to the 15 day average market price of the Company’s share price, but in no event less than $0.50 per share | |||||||||||||||||||
Debt instrument interest rate | 10.00% |
Preferred Stock (Details Narrat
Preferred Stock (Details Narrative) - USD ($) | Sep. 01, 2019 | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Class of Stock [Line Items] | ||||
Preferred stock stated value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Series A Preferred Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Conversion of notes payable, shares | 1,080,092 | |||
Debt instrument, principal amount | $ 255,681 | |||
Preferred stock stated value | 0.25 | 0.25 | ||
Debt instrument, conversion price | $ 0.05 | $ 0.05 | ||
Preferred stock voting rights description | The Series A Preferred Stock does not accrue dividends and ranks prior to the common stock upon a liquidation of the Company. The Series A Preferred Stock votes on all matters brought before the shareholders together with the Common stock as a single class and each share of Series A Preferred Stock has a number of votes, initially 5, equal to the number of shares of preferred stock into which it is convertible as of the record date for any vote. | The shares of Series A Preferred Stock have a stated value of $0.25 per share and are initially convertible into shares of common stock at a price of $0.05 per share (subject to adjustment upon the occurrence of certain events). The Series A Preferred Stock does not accrue dividends and ranks prior to the common stock upon a liquidation of the Company. The Series A Preferred Stock votes on all matters brought before the shareholders together with the Common stock as a single class and each share of Series A Preferred Stock has a number of votes, initially 5, equal to the number of shares of preferred stock into which it is convertible as of the record date for any vote. |
Schedule of Anti-dilutive Secur
Schedule of Anti-dilutive Securities Excluded From Calculation of Earning Per Share (Details) - shares | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total shares excluded from calculation | 1,189,793 | 650,000 | 0 | 0 |
Stock Options [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total shares excluded from calculation | 1,100,000 | 650,000 | ||
Stock Warrant [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total shares excluded from calculation | 89,793 |
Schedule of Stock-based Compens
Schedule of Stock-based Compensation Expenses (Details) - Shares Issued For Services [Member] - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total Expense - shares issued for services | $ 125,837 | $ 26,219 |
Research and Development Expense [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total Expense - shares issued for services | 29,031 | 14,219 |
Selling and Marketing Expense [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total Expense - shares issued for services | 48,628 | 12,000 |
General and Administrative Expense [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total Expense - shares issued for services | $ 48,178 |
Schedule of Fair Value of Optio
Schedule of Fair Value of Option Grant of Weighted-average Assumptions (Details) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |||
Risk-free interest rate | 0.21% | 0.51% | 0.51% |
Expected life of the options | 3 years 6 months | 3 years 6 months | 3 years 6 months |
Expected volatility of the underlying stock | 76.30% | 70.70% | 70.70% |
Expected dividend rate | 0.00% | 0.00% | 0.00% |
Schedule of Options Outstanding
Schedule of Options Outstanding and Exercisable (Details) | 6 Months Ended |
Jun. 30, 2021$ / sharesshares | |
Option One [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Date Issued | Mar. 12, 2020 |
Number Outstanding | 500,000 |
Number Exercisable | 166,667 |
Exercise Price | $ / shares | $ 0.40 |
Expiration Date | Dec. 31, 2024 |
Option Two [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Date Issued | Jun. 27, 2020 |
Number Outstanding | 150,000 |
Number Exercisable | 50,000 |
Exercise Price | $ / shares | $ 0.40 |
Expiration Date | Dec. 31, 2024 |
Option Three [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Date Issued | Jan. 1, 2021 |
Number Outstanding | 450,000 |
Number Exercisable | 150,000 |
Exercise Price | $ / shares | $ 0.65 |
Expiration Date | Dec. 31, 2025 |
Options Held [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number Outstanding | 1,100,000 |
Number Exercisable | 366,667 |
Schedule of Warrants Outstandin
Schedule of Warrants Outstanding and Exercisable (Details) | 6 Months Ended |
Jun. 30, 2021$ / sharesshares | |
Warrant One [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Date Issued | Mar. 16, 2021 |
Number Outstanding | 15,900 |
Number Exercisable | 15,900 |
Exercise Price | $ / shares | $ 0.75 |
Expiration Date | Mar. 15, 2023 |
Warrant Two [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Date Issued | May 7, 2021 |
Number Outstanding | 53,704 |
Number Exercisable | 53,704 |
Exercise Price | $ / shares | $ 0.74 |
Expiration Date | May 6, 2023 |
Warrant Three [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Date Issued | Jun. 17, 2021 |
Number Outstanding | 12,189 |
Number Exercisable | 12,189 |
Exercise Price | $ / shares | $ 0.83 |
Expiration Date | Jun. 16, 2023 |
Warrant [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number Outstanding | 89,793 |
Number Exercisable | 89,793 |
Stock-based Compensation (Detai
Stock-based Compensation (Details Narrative) | Jun. 14, 2021shares | May 05, 2021shares | Mar. 10, 2021shares | Mar. 08, 2021shares | Sep. 15, 2020shares | Sep. 01, 2020shares | Aug. 24, 2020shares | May 22, 2020shares | Apr. 22, 2020shares | Jun. 30, 2021USD ($)$ / sharesshares | Jun. 30, 2020USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Stock-based compensation | $ | $ 17,841 | $ 1,240 | $ 7,082 | ||||||||||
Unrecognized compensation related to unvested options | $ | $ 53,927 | $ 17,768 | |||||||||||
Unrecognized compensation related to unvested options, shares | 1,100,000 | 650,000 | |||||||||||
Recognized weighted-average period | 22 months | 18 months | |||||||||||
Weighted-average fair value for options granted | 0.12 | 0.04 | |||||||||||
Issuance of shares for services | 141,771 | ||||||||||||
Selling and Marketing Expense [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Issuance of shares for services | 60,219 | ||||||||||||
General and Administrative Expense [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Issuance of shares for services | 24,083 | ||||||||||||
Research and Development Expense [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Issuance of shares for services | 57,469 | ||||||||||||
Consulting Agreement One [Member] | Common Stock [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Number of common stock issued in consideration | 120,000 | ||||||||||||
Consulting Agreement Two [Member] | Common Stock [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Number of common stock issued in consideration | 30,000 | ||||||||||||
Agreement term period | 16 months | ||||||||||||
Consulting Agreement Three [Member] | Common Stock [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Number of common stock issued in consideration | 30,000 | ||||||||||||
Agreement term period | 3 months | ||||||||||||
Consulting Agreement Four [Member] | Common Stock [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Number of common stock issued in consideration | 20,000 | ||||||||||||
Agreement term period | 1 month | ||||||||||||
Consulting Agreement [Member] | Management Consultant [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Number of common stock issued in consideration | 250,000 | ||||||||||||
Agreement term period | 12 months | ||||||||||||
Consulting Agreement [Member] | Management Consultant [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Number of common stock issued in consideration | 200,000 | ||||||||||||
Agreement term period | 12 months | ||||||||||||
Consulting Agreement [Member] | Marketing Consultant [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Number of common stock issued in consideration | 75,000 | 100,000 | 100,000 | ||||||||||
Agreement term period | 6 months | 12 months | |||||||||||
Consulting Agreement [Member] | Common Stock [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Number of common stock issued in consideration | 75,000 | ||||||||||||
Scientific Advisors [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Number of options granted | 450,000 | 650,000 | 650,000 | ||||||||||
Weighted-average exercise price | $ / shares | $ 0.65 | $ 0.40 | $ 0.40 | ||||||||||
Options vesting term | 3 years | 3 years | 3 years | ||||||||||
Options expiration period | 5 years | 5 years | 5 years | ||||||||||
Number of options exercised | 0 | ||||||||||||
Number of options forfeited/cancelled | 0 | ||||||||||||
Number of options outstanding | 0 | ||||||||||||
Shares Issued For Services [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Total Expense - shares issued for services | $ | $ 125,837 | $ 26,219 | |||||||||||
Shares Issued For Services [Member] | Selling and Marketing Expense [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Total Expense - shares issued for services | $ | 48,628 | 12,000 | |||||||||||
Shares Issued For Services [Member] | General and Administrative Expense [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Total Expense - shares issued for services | $ | 48,178 | ||||||||||||
Shares Issued For Services [Member] | Research and Development Expense [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Total Expense - shares issued for services | $ | $ 29,031 | $ 14,219 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - Factoring Agreement [Member] | Feb. 09, 2021USD ($) |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Agreement term | 1 year |
Advances on sale on receivables | $ 150,000 |
Reserve of purchased receivables, percentage | 10.00% |
Factoring fees, percentage | 1.80% |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Aug. 10, 2021 | Jul. 16, 2021 | Jan. 02, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 23, 2021 | May 07, 2021 |
Subsequent Event [Line Items] | |||||||||
Common stock shares issuance | 141,771 | ||||||||
Majority Shareholder [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Debt instrument, principal amount | $ 30,000 | $ 100,000 | |||||||
Debt instrument, conversion price | $ 0.50 | $ 0.49 | |||||||
Convertible Promissory Note Three [Member] | Majority Shareholder [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Debt instrument, principal amount | $ 55,000 | ||||||||
Accrued interest | $ 7,951 | ||||||||
Common Stock [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Stock issued for services | 150,000 | 550,000 | 800,000 | ||||||
Common Stock [Member] | Convertible Promissory Note Three [Member] | Majority Shareholder [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Common stock shares issuance | 251,805 | ||||||||
Debt instrument, conversion price | $ 0.25 | ||||||||
Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Debt instrument, principal amount | $ 806,000 | ||||||||
Common stock shares issuance | 930,000 | ||||||||
Stock issued during period, value, new issues | $ 750,000 | ||||||||
Debt interest rate | 5.00% | ||||||||
Debt instrument, conversion price | $ 0.65 | ||||||||
Convertible, type of security | the average closing price of the Company’s common stock during any ten consecutive trading days beginning on the date of the effectiveness of a registration statement with respect to the shares issuable upon conversion of the Note and ending 60 days after the date of such effectiveness is below $0.65, the conversion price shall be reduced to such average price but in no event less than $0.455 per share. In addition to customary anti-dilution adjustments the Note provides, subject to certain limited exceptions, that if the Company issues any common stock or common stock equivalents, as defined in the Note, at a per share price lower than the conversion price then in effect, the conversion price will be reduced to the per share price at which such shares or common share equivalents were sold. | ||||||||
Subsequent Event [Member] | Carter Terry [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Legal Fees | $ 10,000 | ||||||||
Subsequent Event [Member] | Warrant [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Shares issued, price per share | $ 1.25 | ||||||||
Subsequent Event [Member] | Common Stock [Member] | Carter Terry [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Common stock shares issuance | 36,145 | ||||||||
Consulting Agreement [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Stock issued for services | 450,000 | 375,000 | |||||||
Consulting Agreement [Member] | Common Stock [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Stock issued for services | 300,000 | ||||||||
Consulting Agreement [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Stock issued for services | 20,000 | ||||||||
Purchase Agreement [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Debt instrument, principal amount | $ 750,000 | ||||||||
Purchase Agreement [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Payment of services | $ 75,000 |
Related-Party Transactions (Det
Related-Party Transactions (Details Narrative) - shares | Sep. 15, 2020 | Mar. 31, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Common Stock [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Issuance of common stock for consulting services | 150,000 | 550,000 | 800,000 | ||
Consulting Agreement [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Issuance of common stock for consulting services | 450,000 | 375,000 | |||
Consulting Agreement [Member] | Common Stock [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Issuance of common stock for consulting services | 300,000 | ||||
Number of common stock issued in consideration | 75,000 |