Cover
Cover | 6 Months Ended |
Jun. 30, 2022 | |
Cover [Abstract] | |
Document Type | S-1 |
Amendment Flag | false |
Entity Registrant Name | QHSLab, Inc. |
Entity Central Index Key | 0000856984 |
Entity Tax Identification Number | 30-1104301 |
Entity Incorporation, State or Country Code | NV |
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, State or Province | FL |
Entity Address, Postal Zip Code | 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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Current Assets: | |||
Cash and cash equivalents | $ 97,172 | $ 286,855 | $ 94,342 |
Accounts receivable | 112,008 | 70,474 | 60,522 |
Inventory | 54,157 | 65,740 | 99,701 |
Prepaid expenses and other current assets | 29,182 | 22,713 | 11,598 |
Total current assets | 292,519 | 445,782 | 266,163 |
Non-current assets: | |||
Capitalized software development costs | 204,775 | 186,271 | 31,700 |
Intangible assets, net | 1,540,388 | 1,576,444 | |
Total assets | 2,037,682 | 2,208,497 | 297,863 |
Current Liabilities: | |||
Accounts payable | 113,500 | 20,370 | 145,422 |
Other current liabilities | 100,805 | 58,615 | 14,198 |
Loans payable, current portion | 327,099 | 253,865 | |
Convertible notes payable, current portion | 811,879 | 542,104 | |
Convertible note payable, related party | 55,000 | ||
Total current liabilities | 1,353,283 | 874,954 | 214,620 |
Non-current liabilities: | |||
Accrued interest expenses | 6,521 | 115,566 | |
Loans payable, non-current portion | 275,268 | 402,956 | |
Convertible notes payable | 100,000 | 576,003 | |
Total long-term liabilities | 275,268 | 509,477 | 691,569 |
Total liabilities | 1,628,551 | 1,384,431 | 906,189 |
Commitment and contingencies (Note 12) | |||
Stockholders’ Equity (Deficit): | |||
Common stock, 900,000,000 shares authorized, $0.0001 par value; 8,756,093 and 6,562,735 shares issued and outstanding at December 31, 2021 and 2020, respectively | 882 | 876 | 656 |
Unearned stock compensation | (6,968) | (124,479) | |
Additional paid-in capital | 3,396,461 | 3,348,681 | 1,264,108 |
Accumulated deficit | (2,988,584) | (2,518,895) | (1,748,719) |
Total stockholders’ equity (deficit) | 409,131 | 824,066 | (608,326) |
Total liabilities and stockholders’ equity (deficit) | 2,037,682 | 2,208,497 | 297,863 |
Series A Preferred Stock [Member] | |||
Stockholders’ Equity (Deficit): | |||
Preferred stock Series A-2, $0.0001 par value; 2,644,424 and 0 shares issued and outstanding at December 31, 2021 and 2020, respectively | 108 | 108 | 108 |
Series A Two Preferred Stock [Member] | |||
Stockholders’ Equity (Deficit): | |||
Preferred stock Series A-2, $0.0001 par value; 2,644,424 and 0 shares issued and outstanding at December 31, 2021 and 2020, respectively | $ 264 | $ 264 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Preferred stock, par value | $ 0.25 | ||
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 | 8,815,508 | 8,756,093 | 6,562,735 |
Common stock, shares outstanding | 8,815,508 | 8,756,093 | 6,562,735 |
Series A Preferred Stock [Member] | |||
Preferred stock, shares authorized | 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 |
Series A Two Preferred Stock [Member] | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 2,644,424 | 2,644,424 | 0 |
Preferred stock, shares outstanding | 2,644,424 | 2,644,424 | 0 |
Preferred Stock [Member] | |||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||||||
Revenue | $ 350,816 | $ 455,622 | $ 706,146 | $ 759,957 | $ 1,414,421 | $ 124,532 |
Cost of revenue | 180,608 | 248,502 | 347,249 | 419,258 | 743,673 | 74,439 |
Gross profit | 170,208 | 207,120 | 358,897 | 340,699 | 670,748 | 50,093 |
Operating Expenses: | ||||||
Sales and marketing | 119,772 | 161,619 | 233,067 | 273,308 | 592,068 | 95,141 |
General and administrative | 124,093 | 134,964 | 213,608 | 205,090 | 454,008 | 131,767 |
Research and development | 58,615 | 15,271 | 87,593 | 43,292 | 90,874 | 98,290 |
Amortization | 18,028 | 36,056 | 36,056 | |||
Total Operating Expenses | 320,508 | 311,854 | 570,324 | 521,690 | 1,173,006 | 325,198 |
Net operating loss | (150,300) | (104,734) | (211,427) | (180,991) | (502,258) | (275,105) |
Interest expense | 129,085 | 7,593 | 256,242 | 18,022 | 246,490 | 30,984 |
Loss on extinguishment of debt | 2,020 | 21,428 | 21,299 | |||
Loss before income taxes | (770,176) | (327,388) | ||||
Provision on income taxes | ||||||
Net loss | $ (279,385) | $ (112,327) | $ (469,689) | $ (199,013) | $ (770,176) | $ (327,388) |
Basic and diluted net loss per share | $ (0.03) | $ (0.02) | $ (0.05) | $ (0.03) | $ (0.10) | $ (0.05) |
Weighted average shares outstanding (basic and diluted) | 8,797,782 | 7,206,586 | 8,815,508 | 6,966,046 | 7,861,077 | 6,200,303 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) | Preferred Stock [Member] Series A Preferred Stock [Member] | Preferred Stock [Member] Series A Two Preferred Stock [Member] | Preferred Stock [Member] | Common Stock [Member] | Unearned Stock Compensation [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 108 | $ 576 | $ 990,856 | $ (1,421,331) | $ (429,791) | |||
Beginning balance, shares at Dec. 31, 2019 | 1,080,092 | 5,762,735 | ||||||
Shares issued for services | $ 80 | (266,250) | 266,170 | |||||
Shares issued for services, shares | 800,000 | |||||||
Stock-based compensation expense | 7,082 | 7,082 | ||||||
Net loss | (327,388) | (327,388) | ||||||
Amortization of unearned compensation | 141,771 | 141,771 | ||||||
Ending balance, value at Dec. 31, 2020 | $ 108 | $ 656 | (124,479) | 1,264,108 | (1,748,719) | (608,326) | ||
Ending balance, shares at Dec. 31, 2020 | 1,080,092 | 6,562,735 | ||||||
Shares issued for services | $ 15 | (89,419) | 89,985 | 581 | ||||
Shares issued for services, shares | 150,000 | |||||||
Conversion of notes payable | $ 50 | 194,161 | 194,211 | |||||
Conversion of notes payable, shares | 496,718 | |||||||
Stock-based compensation expense | 8,920 | 8,920 | ||||||
Net loss | (86,686) | (86,686) | ||||||
Cancellation of shares | $ (10) | 10 | ||||||
Cancellation of shares, shares | (100,000) | |||||||
Amortization of unearned compensation | 67,812 | 67,812 | ||||||
Cancellation of shares, shares | 100,000 | |||||||
Ending balance, value at Mar. 31, 2021 | $ 108 | $ 711 | (146,086) | 1,557,184 | (1,835,405) | (423,488) | ||
Ending balance, shares at Mar. 31, 2021 | 1,080,092 | 7,109,453 | ||||||
Beginning balance, value at Dec. 31, 2020 | $ 108 | $ 656 | (124,479) | 1,264,108 | (1,748,719) | (608,326) | ||
Beginning balance, shares at Dec. 31, 2020 | 1,080,092 | 6,562,735 | ||||||
Net loss | (199,013) | |||||||
Ending balance, value at Jun. 30, 2021 | $ 108 | $ 860 | (46,742) | 2,548,631 | (1,947,732) | 555,125 | ||
Ending balance, shares at Jun. 30, 2021 | 1,080,092 | 8,603,025 | ||||||
Beginning balance, value at Dec. 31, 2020 | $ 108 | $ 656 | (124,479) | 1,264,108 | (1,748,719) | (608,326) | ||
Beginning balance, shares at Dec. 31, 2020 | 1,080,092 | 6,562,735 | ||||||
Conversion of notes payable | $ 264 | $ 84 | 802,019 | 802,367 | ||||
Conversion of notes payable, shares | 2,644,424 | 837,213 | ||||||
Stock-based compensation expense | 35,683 | 35,683 | ||||||
Net loss | (770,176) | (770,176) | ||||||
Cancellation of shares | $ (10) | 10 | ||||||
Cancellation of shares, shares | 100,000 | |||||||
Shares issued for services, net of cancellation | $ 12 | (6,968) | 81,288 | 74,332 | ||||
Shares issued for services, net of cancellation, shares | 120,000 | |||||||
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 | |||||||
Warrants issued as deferred financing costs | 221,779 | 221,779 | ||||||
Warrants issued with conversion of notes payable | 21,428 | 21,428 | ||||||
Cancellation of shares, shares | (100,000) | |||||||
Amortization of unearned compensation | 124,479 | 124,479 | ||||||
Shares issued in a funding | $ 4 | 29,996 | 30,000 | |||||
Shares issued in a funding, shares | 36,145 | |||||||
Ending balance, value at Dec. 31, 2021 | $ 108 | $ 264 | $ 876 | (6,968) | 3,348,681 | (2,518,895) | 824,066 | |
Ending balance, shares at Dec. 31, 2021 | 1,080,092 | 2,644,424 | 8,756,093 | |||||
Beginning balance, value at Mar. 31, 2021 | $ 108 | $ 711 | (146,086) | 1,557,184 | (1,835,405) | (423,488) | ||
Beginning balance, shares at Mar. 31, 2021 | 1,080,092 | 7,109,453 | ||||||
Conversion of notes payable | $ 26 | 132,049 | 132,075 | |||||
Conversion of notes payable, shares | 263,572 | |||||||
Stock-based compensation expense | 8,921 | 8,921 | ||||||
Net loss | (112,327) | (112,327) | ||||||
Amortization of unearned compensation | 36,594 | 36,594 | ||||||
Shares issued for services, net of cancellation | $ (7) | 62,750 | (41,893) | 20,850 | ||||
Shares issued for services, net of cancellation, shares | (70,000) | |||||||
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 | |||||||
Ending balance, value at Jun. 30, 2021 | $ 108 | $ 860 | (46,742) | 2,548,631 | (1,947,732) | 555,125 | ||
Ending balance, shares at Jun. 30, 2021 | 1,080,092 | 8,603,025 | ||||||
Beginning balance, value at Dec. 31, 2021 | $ 108 | $ 264 | $ 876 | (6,968) | 3,348,681 | (2,518,895) | 824,066 | |
Beginning balance, shares at Dec. 31, 2021 | 1,080,092 | 2,644,424 | 8,756,093 | |||||
Shares issued for services | 3,484 | 3,484 | ||||||
Shares issued for services, shares | ||||||||
Conversion of notes payable | $ 6 | 27,919 | 27,925 | |||||
Conversion of notes payable, shares | 59,415 | |||||||
Warrants issued with conversion of notes payable | 2,020 | 2,020 | ||||||
Stock-based compensation expense | 8,920 | 8,920 | ||||||
Net loss | (190,304) | (190,304) | ||||||
Ending balance, value at Mar. 31, 2022 | $ 108 | $ 264 | $ 882 | (3,484) | 3,387,540 | (2,709,199) | 676,111 | |
Ending balance, shares at Mar. 31, 2022 | 1,080,092 | 2,644,424 | 8,815,508 | |||||
Beginning balance, value at Dec. 31, 2021 | $ 108 | $ 264 | $ 876 | (6,968) | 3,348,681 | (2,518,895) | 824,066 | |
Beginning balance, shares at Dec. 31, 2021 | 1,080,092 | 2,644,424 | 8,756,093 | |||||
Net loss | (469,689) | |||||||
Ending balance, value at Jun. 30, 2022 | $ 108 | $ 264 | $ 882 | 3,396,461 | (2,988,584) | 409,131 | ||
Ending balance, shares at Jun. 30, 2022 | 1,080,092 | 2,644,424 | 8,815,508 | |||||
Beginning balance, value at Mar. 31, 2022 | $ 108 | $ 264 | $ 882 | (3,484) | 3,387,540 | (2,709,199) | 676,111 | |
Beginning balance, shares at Mar. 31, 2022 | 1,080,092 | 2,644,424 | 8,815,508 | |||||
Shares issued for services | 3,484 | 3,484 | ||||||
Stock-based compensation expense | 8,921 | 8,921 | ||||||
Net loss | (279,385) | (279,385) | ||||||
Ending balance, value at Jun. 30, 2022 | $ 108 | $ 264 | $ 882 | $ 3,396,461 | $ (2,988,584) | $ 409,131 | ||
Ending balance, shares at Jun. 30, 2022 | 1,080,092 | 2,644,424 | 8,815,508 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating activities | ||||
Net loss | $ (469,689) | $ (199,013) | $ (770,176) | $ (327,388) |
Adjustments to reconcile net loss to net cash from operating activities: | ||||
Allowance for doubtful accounts | 11,222 | |||
Amortization | 54,671 | 36,056 | ||
Amortization of debt and warrant issuance costs | 194,775 | 153,883 | ||
Stock-based compensation | 17,841 | 17,841 | 35,683 | 7,082 |
Shares issued for services | 6,968 | 125,837 | 198,811 | 141,771 |
Loss on extinguishment of debt | 2,020 | 21,428 | 21,299 | |
Changes in net assets and liabilities: | ||||
Increase in accounts receivable | (52,756) | 1,923 | (9,952) | (60,522) |
Decrease/(increase) in inventory | 11,583 | 34,210 | 33,961 | (99,701) |
Decrease in prepaid expenses and other current assets | (6,469) | (3,543) | (11,115) | (8,848) |
(Decrease)/increase in accounts payable | 93,130 | (100,190) | (125,052) | 138,382 |
Increase/(decrease)/increase in other current liabilities | 15,299 | 5,646 | 30,237 | (7,656) |
Decrease in accrued interest | 23,295 | 17,885 | 51,498 | 30,017 |
Cash flows from operating activities | (98,110) | (99,404) | (354,738) | (165,564) |
Investing activities: | ||||
Capitalized software | (37,119) | (64,991) | (154,571) | (31,700) |
Cash flows from investing activities | (37,119) | (64,991) | (154,571) | (31,700) |
Financing activities: | ||||
Proceeds from sales of common stock | 30,000 | 30,000 | ||
Proceeds from convertible notes payable | 100,000 | 850,000 | 180,000 | |
Proceeds of loan borrowings | 128,500 | 86,000 | 86,000 | |
Repayments of loan borrowings | (182,954) | (179,178) | ||
Payment of debt issuance costs | (85,000) | |||
Proceeds of related party borrowings | 88,016 | |||
Cash flows from financing activities | (54,454) | 216,000 | 701,822 | 268,016 |
Change in cash | (189,683) | 51,605 | 192,513 | 70,752 |
Cash and cash equivalents - beginning of year | 286,855 | 94,342 | 94,342 | 23,590 |
Cash and cash equivalents - end of period | 97,172 | 145,947 | 286,855 | 94,342 |
Supplemental disclosures of cash flow activity: | ||||
Cash paid for interest | 38,172 | 21 | 43,023 | |
Cash paid for income taxes | ||||
Non-cash investing and financing activity: | ||||
Debt and accrued interest converted to shares of common stock | 27,925 | 326,286 | ||
Debt and common stock issued for intangible assets (Note 4) | 1,612,500 | 1,612,500 | ||
Amortization | $ 36,056 | 36,056 | ||
Long-term debt and accrued interest converted to shares of preferred stock | 426,081 | |||
Debt and accrued interest converted to common stock | 376,286 | |||
Common stock issued for debt issuance costs | 30,000 | |||
Warrants issued in conjunction with convertible note payable | 221,779 | |||
Conversion of due to related party to long-term debt | $ 88,016 |
The Company
The Company | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
The Company | Note 1. The Company QHSLab, Inc. (f/k/a USA Equities Corp.) (the “Company”, or the “Registrant”) was incorporated in Delaware on September 1, 1983 . On April 19, 2022, the Company changed its name to QHSLab, Inc. The Company is a medical device technology and software-as-a-service (“SaaS”) company focused on enabling primary care physicians (“PCP’s”) to increase their revenues by providing them with relevant, value-based tools to evaluate and treat chronic disease as well as provide preventive care through reimbursable procedures. | Note 1. The Company USA Equities Corp. (the “Company”, or the “Registrant”) was incorporated in Delaware on September 1, 1983. In 2015, the Company changed its name to USA Equities Corp. On September 23, 2021, the Company changed its state of incorporation from Delaware to Nevada as a result of a merger with and into its newly formed wholly-owned subsidiary, USA Equities Corp., a Nevada corporation (“USA Equities Nevada”), the surviving entity pursuant to an Agreement and Plan of Merger. The reincorporation was approved by the stockholders of the Company and USA Equities Nevada is deemed to be the successor to USA Equities Corp, the Delaware corporation. |
Going Concern
Going Concern | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
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 operational cash flows and began recognizing revenues in the fourth quarter of fiscal 2020. 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 condensed consolidated 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 operating cash flows and began recognizing revenues in the fourth quarter of fiscal 2020. 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 consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. |
Basis of Presentation
Basis of Presentation | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
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, 2021. The accounting policies are described in the “Notes to the Consolidated Financial Statements” in the 2021 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, 2022 are not necessarily indicative of the operating results for the full year or for any other subsequent interim period. Reclassifications Certain reclassifications were made to the prior condensed consolidated financial statements to conform to the current period presentation. There was no change to the previously reported net loss. 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 are 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, finances or the 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 Internal-Use Software 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 amortization expense totaled $ 204,775 as of June 30, 2022 and $ 186,271 as of December 31, 2021. The Company completed testing of its internally-developed software application (“QHSLab platform”) at the end of the first quarter of 2022 and began to amortize the capitalized expenses on a straight-line basis over the useful life of the software. During the six-month periods ended June 30, 2022 and 2021 there was $ 18,615 and $ 0 no impairments recognized during the three and six-month periods ended June 30, 2022. Intangible Assets Business Combination, Related Issues, Initial Measurement Intangibles, General Intangibles Other Than Goodwill Schedule of Indefinite-Lived Intangible Assets U.S. Method Patent 13.4 Web Domain Indefinite life Trademark Indefinite life The estimated useful lives and carrying value of the assets are reviewed at least annually or whenever events or circumstances may result in an impact to the value of the assets. Convertible Notes Payable Derivatives and Hedging Debt with Conversion and Other Options 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. During the quarter ended June 30, 2022, the Company began entering into SaaS subscription agreements to provide physicians with access to the Company’s proprietary internally-developed QHSLab platform software that provides clinical decision support and patient monitoring 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 terms and management has the expectation that the result will not be materially different from the consideration of each individual contract. Research and Development For the six months ended June 30, 2022 and 2021, there were $ 87,593 43,292 Stock-based Compensation Share Based Payment Earnings Per Common Share no Income Taxes Accounting for Income Taxes, The Company has net operating losses of $ 2,988,584 begin to expire in 2027 Recently Issued Accounting Standards In August 2020, the Financial Accounts Standards Board (“FASB”) issued Accounting Standards Updates (“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. Reclassifications Certain reclassifications were made to the prior consolidated financial statements to conform to the current period presentation. There was no change to the previously reported net loss. 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 : The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statement and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from the estimates. Principles of Consolidation Cash and Cash Equivalents Accounts Receivable : The Company extends unsecured credit to its customers on a regular basis. Management monitors the payments on outstanding balances and will establish a reserve for uncollectible balances as necessary based on experience. As of December 31, 2021 and 2020 there was no established reserve for uncollectible balances. Inventories : Inventories are stated at the lower of cost or estimated net realizable value, on a first-in, first-out, or FIFO, basis. The Company uses actual costs to determine our cost basis for inventories. Inventories consist of only finished goods. Provisions for excess and obsolete inventory are based on the Company’s estimates of forecasted sales, expiration dates and assumptions about obsolescence. As of December 31, 2021 and 2020 there was no established provisions for excess and obsolete inventory. Capitalized Software Development Costs : Software development costs for internal-use software are accounted for in accordance with Accounting Standards Codification (“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 operating expenses 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 totaled $ 186,271 as of December 31, 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 years ended December 31, 2021 and December 31, 2020. There were no impairments recognized during the years ended December 31, 2021 and December 31, 2020. Intangible Assets: Schedule of Indefinite-Lived Intangible Assets U.S. Method Patent 13.4 Web Domain Indefinite life Trademark Indefinite life The estimated useful lives and carrying value of the assets are reviewed at least annually or whenever events or circumstances may result in an impact to the value of the assets. Convertible Notes Payable: Derivatives and Hedging Debt with Conversion and Other Options 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 terms and management has the expectation that the result will not be materially different from the consideration of each individual contract. Research and Development 90,874 $ 98,290 , respectively Stock-based Compensation: Share Based Payment Earnings Per Common Share no Income Taxes Income Taxes, The Company has net operating losses of $ 2,518,895 which begin to expire in 2027 . Future utilization of currently generated federal and state NOL and tax credit carry forwards may be subject to a substantial annual limitation due to the ownership change limitations. The annual limitation may result in the expiration of NOL and tax credit carry-forwards before full utilization. Recently Issued Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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) |
Accounts Receivable
Accounts Receivable | 6 Months Ended |
Jun. 30, 2022 | |
Credit Loss [Abstract] | |
Accounts Receivable | Note 4. Accounts Receivable Accounts receivable is recorded in the condensed consolidated balance sheets when customers are invoiced for revenue to be collected and there is an unconditional right to receive payment. Timing of revenue recognition may differ from the timing of invoicing customers resulting in deferred revenue until the Company satisfies its performance obligation. Accounts receivable is presented net of an allowance for potentially uncollectible accounts. During the quarter ended June 30, 2022, the Company established an allowance for potentially uncollectible accounts that represents future expected credit losses over the life of the receivables based on past experience, current information and forward-looking economic considerations. The beginning and ending balances of accounts receivable, net of allowance, are as follows: Schedule of Accounts Receivable June 30, December 31, Accounts receivable $ 123,230 $ 70,474 Allowance for doubtful accounts (11,222 ) - Accounts receivable, net $ 112,008 $ 70,474 |
Capitalized Software and Intang
Capitalized Software and Intangible Assets | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Capitalized Software and Intangible Assets | Note 5. Capitalized Software and Intangible Assets Non-current assets consist of the following at June 30, 2022 and December 31, 2021: Schedule of Intangible Assets Estimated Useful Life June 30, December 31, Capitalized Software 3.0 $ 223,390 $ 186,271 Accumulated amortization (18,615 ) - Capitalized Software, net $ 204,775 $ 186,271 Intangible Assets: U.S. Method Patent 13.4 $ 967,500 $ 967,500 Web Domain N/A 161,250 161,250 Trademark N/A 483,750 483,750 Total Intangible Assets $ 1,612,500 $ 1,612,500 Accumulated amortization (72,112 ) (36,056 ) Intangible assets, net $ 1,540,388 $ 1,576,444 Capitalized software represents the development costs for the Company’s internal-use QHSLab platform software. The Company completed testing of its QHSLab platform software application at the end of the first quarter of 2022 and began to amortize the capitalized expenses on a straight-line basis over the useful life of the software. During the periods ended June 30, 2022 and December 31, 2021 there was $ 18,615 0 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 for total consideration of $ 1,612,500 Business Combination, Related Issues, Initial Measurement. Intangibles, General Intangibles Other Than Goodwill 36,056 no | Note 4. Capitalized Software and Intangible Assets Non-current assets consist of the following at December 31, 2021 and December 31, 2020: Schedule of Intangible Assets Estimated Useful Life December 31, 2021 December 31, Capitalized Software TBD $ 186,271 $ 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 $ - Accumulated amortization (36,056 ) - Intangible assets, net $ 1,576,444 $ - 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 amortization expense being recognized yet. Capitalization will cease and amortization will begin once development is substantially complete. The Capitalized software costs will be amortized over the estimated life of the software. There were no impairments recognized during the years ended December 31, 2021 and December 31, 2020. 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 for total consideration of $ 1,612,500 Business Combination, Related Issues, Initial Measurement. Intangibles, General Intangibles Other Than Goodwill 36,056 of amortization expense during the year ended December 31, 2021 and no amortization expense during the year ended December 31, 2020. |
Loans Payable
Loans Payable | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Loans Payable | ||
Loans Payable | Note 6. Loans Payable On June 23, 2021, the Company entered into a purchase agreement to acquire certain assets from MedScience Research Group, Inc (“MedScience”) (See Note 5 for additional information). As part of that purchase agreement, the Company issued a Promissory Note with a principal sum of $ 750,000 527,794 644,158 On March 2, 2022, the Company entered into a fixed-fee short-term loan with its merchant bank and received $ 128,500 The loan payable, which is split between current and long-term liabilities on the Company’s condensed consolidated balance sheets, is due in August 2023. The loan is repaid by the merchant bank withholding an agreed-upon percentage of payments they process on behalf of the Company with a minimum of $ 16,305 88,984 fixed-fee short-term loan with the same merchant bank had a balance of $ 16,793 | Note 5. Loans Payable On June 21, 2021, the Company entered into a fixed-fee short-term loan with its merchant bank and received $ 86,000 16,793 On June 23, 2021, the Company entered into a purchase agreement to acquire certain assets from MedScience Research Group, Inc (“MedScience”) (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 . The principal, along with associated interest, will be paid in 36 equal monthly installments beginning in July 2021. The principal balance of the loan is divided between current and long-term liabilities on the Company’s consolidated balance sheets. The combined principal due along with accrued interest as of December 31, 2021 is $ 644,158 . |
Convertible Notes Payable
Convertible Notes Payable | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Debt Disclosure [Abstract] | ||
Convertible Notes Payable | Note 7. Convertible Notes Payable Convertible notes payable at June 30, 2022 and December 31, 2021, consist of the following: Schedule of Convertible Notes Payable June 30, December 31, Note 1 – Accredited investors $ - $ 25,000 Note 2 – Shareholder 100,000 100,000 Note 3 – Mercer Note 756,000 756,000 Total 856,000 881,000 Debt discount and issuance costs (44,121 ) (238,896 ) Total convertible notes payable 811,879 642,104 Less: current portion 811,879 542,104 Non-current portion $ - $ 100,000 Note 1 – Effective December 23, 2020, the Company issued a Convertible Promissory Note in the principal amount of $ 25,000 September 25, 2020 0 2,555 On February 23, 2022 the shareholder the outstanding principal of $ 25,000 59,415 0.47 14,854 0.705 Note 2 – Effective May 7, 2021, the Company issued a Convertible Promissory Note in the principal amount of $ 100,000 10 September 30, 2022 The Company may satisfy the Note upon maturity or Default, as defined, by the issuance of common shares at 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 through the maturity date of September 30, 2022 at the option of the holder using the same conversion calculation. 11,479 6,521 Note 3 – Effective August 10, 2021, the Company entered into a Securities Purchase Agreement with an accredited investor pursuant to which it issued to the investor an 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 are secured by a lien on substantially all of the Company’s assets. The Note provides for interest at the rate of 5 0.65 0.65 0.65 On November 11, 2021, Mercer Street Global Opportunity Fund, LLC, converted $ 50,000 806,000 76,923 0.65 The 930,000 three years 1.25 The Company accounts for the allocation of its issuance costs to its Warrants in accordance with ASC 470-20, Debt with Conversion and Other Options The Company estimated the fair value of the Warrants utilizing the Black-Scholes pricing model, which is dependent upon several assumptions such as the expected term of the Warrants, expected volatility of the Company’s stock price over the expected term, expected risk-free interest rate over the expected term and expected dividend yield rate over the expected term. The Company believes this valuation methodology is appropriate for estimating the fair value of warrants. The value allocated to the relative fair value of the Warrants was recorded as debt issuance costs and additional paid in capital. The principal, net of the original issue discount and debt issuance costs, including the allocated relative fair value of the Warrants, which are being recognized over the life of the Note, along with associated interest, is recorded with current liabilities on the Company’s condensed consolidated balance sheets. As of June 30, 2022, this Note had $ 34,191 37,830 6,290 15,446 204,835 34,060 | Note 6. Convertible Notes Payable Convertible notes payable at December 31, 2021 and December 31, 2020 consist of the following: Schedule of Convertible Notes Payable December 31, 2021 December 31, 2020 Note 1 and accrued interest and premium – Principal shareholder $ - $ 195,177 Note 2 and accrued interest – Principal shareholder - 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 - 89,347 Note 7 and accrued interest – Accredited investors - 101,781 Note 8 and accrued interest – Accredited investors 27,555 25,055 Note 9 and accrued interest – Shareholder 106,521 - Note 10 and accrued interest, net of discount and issuance costs – Mercer Note 532,551 - Total Convertible notes payable and accrued interest $ 665,627 $ 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 March 31, 2023 0.10 Debt, Modification and Extinguishments 21,299 On December 30, 2021, the Company and its principal shareholder entered into an agreement to exchange certain convertible promissory notes of the Company held by the principal shareholder along with associated accrued interest into 2,644,424 73,500 21,299 109,198 0.10 0 100,378 Note 2 – Effective September 1, 2019, the Company issued a Convertible Promissory Note in the principal amount of $ 124,562 1 0.25 On December 30, 2021, the Company and its principal shareholder entered into an agreement to exchange certain convertible promissory notes of the Company held by the principal shareholder along with associated accrued interest into 2,644,424 124,562 2,894 0.25 0 1,648 Note 3 – Effective September 12, 2019, the Company issued a Convertible Promissory Note in the principal amount of $ 55,000 12 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 principal 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 December 31, 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 totaling $ 55,000 . The Notes bore interest at the rate of 10 % per annum and matured 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 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 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 16, 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 48,755 0.55 12,189 0.83 As of December 31, 2021 and December 31, 2020, these notes had accumulated $ 0 1,462 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. On December 30, 2021, the Company and its principal shareholder entered into an agreement to exchange certain convertible promissory notes of the Company held by the principal shareholder along with associated accrued interest into 2,644,424 of newly authorized Series A-2 Convertible Preferred Shares. Note 6 was included in that agreement with $ 88,016 of principal combined with accrued interest of $ 6,612 converted at $ 1.00 per share. As of December 31, 2021 and December 31, 2020, this note had accumulated $ 0 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 September 25, 2020 100,000 214,817 0.49 53,704 0.74 0 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 2,555 55 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 % per annum and matures 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 may satisfy the Note upon maturity or Default, as defined, by the issuance of common shares at 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 through the maturity date of September 30, 2022 at the option of the holder using the same conversion calculation. As of December 31, 2021, this note had accumulated $ 6,521 of accrued interest. Note 10 – Effective August 10, 2021, the Company entered into a Securities Purchase Agreement with an accredited investor pursuant to which it issued to the investor an 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 are secured by a lien on substantially all of the Company’s assets. The Note provides for interest at the rate of 5 0.65 0.65 0.65 Mercer Street Global Opportunity Fund, LLC, converted $ 50,000 806,000 76,923 0.65 The 930,000 1.25 The Company accounts for the allocation of its issuance costs to its Warrants in accordance with ASC 470-20, Debt with Conversion and Other Options. Under this guidance, if debt or stock is issued with detachable warrants, the proceeds need to be allocated to the two instruments using either the fair value method, the relative fair value method, or the residual value method. The Company used the relative fair value at the time of issuance to allocate the value received between the convertible note and the warrants. The Company estimated the fair value of warrants utilizing the Black-Scholes pricing model, which is dependent upon several assumptions such as the expected term of the Warrants, expected volatility of the Company’s stock price over the expected term, expected risk-free interest rate over the expected term and expected dividend yield rate over the expected term. The Company believes this valuation methodology is appropriate for estimating the fair value of warrants. The value allocated to the relative fair value of the Warrants was recorded as debt issuance costs and additional paid in capital. The principal, net of the original issue discount and debt issuance costs, including the allocated relative fair value of the Warrants, which are being recognized over the life of the note, along with associated interest, is recorded with current liabilities on the Company’s consolidated balance sheets. As of December 31, 2021, this note had accumulated $ 15,446 of accrued interest, total unamortized debt issuance costs of $ 204,835 , including the Warrant value, and the remaining discount of $ 34,060 . |
Preferred Stock
Preferred Stock | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | ||
Preferred Stock | Note 8. Preferred Stock 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. Series A-2 Preferred Stock On December 30, 2021, the Company issued 2,644,424 286,078 The rights of holders of the Company’s common stock with respect to the payment of dividends and upon liquidation are junior in right of payment to holders of the Series A-2 Convertible Preferred Shares. The rights of the holders of the Company’s Series A-2 Preferred Shares are pari passu to the rights of the holders of the Company’s Series A Preferred Shares currently outstanding. Holders of the Series A-2 Convertible Preferred Stock will vote on an as converted basis with the holders of the Company’s common stock and Series A Preferred Shares as to all matters to be voted on by the holders of the common stock. Each Series A-2 Preferred Share shall be entitled to a number of votes equal to five times the number of shares of common stock into which it is then convertible on the applicable record date. | Note 7. Preferred Stock Issuance of Series A Preferred Stock Effective September 1, 2019, the Company issued 1,080,092 255,681 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 Issuance of Series A-2 Preferred Stock On December 30, 2021, the Board of Directors of the Company authorized the issuance of 2,644,424 286,078 The rights of holders of the Company’s common stock with respect to the payment of dividends and upon liquidation are junior in right of payment to holders of the Series A-2 Convertible Preferred Shares. The rights of the holders of the Company’s Series A-2 Preferred Shares are pari passu to the rights of the holders of the Company’s Series A Preferred Shares currently outstanding. Holders of the Series A-2 Convertible Preferred Stock will vote on an as converted basis with the holders of the Company’s common stock and Series A Preferred Shares as to all matters to be voted on by the holders of the common stock. Each Series A-2 Preferred Share shall be entitled to a number of votes equal to five times the number of shares of common stock into which it is then convertible on the applicable record date. |
Loss Per Common Share
Loss Per Common Share | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Loss Per Common Share | Note 9. Loss Per Common Share The Company calculates net loss per common share in accordance with ASC 260, Earnings Per Share Schedule of Anti-dilutive Securities Excluded From Calculation of Earning Per Share Six Months Ended June 30, 2022 2021 Stock options 1,100,000 1,100,000 Stock warrants 1,026,647 89,793 Total shares excluded from calculation 2,126,647 1,189,793 | Note 8. Loss Per Common Share The Company calculates net loss per common share in accordance with ASC 260, Earnings Per Share. Basic and diluted net loss per common share was determined by dividing net 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 years ended December 31, 2021 and 2020 as the result would be anti-dilutive. Schedule of Anti-dilutive Securities Excluded From Calculation of Earning Per Share Years Ended 2021 2020 Stock options 1,100,000 650,000 Stock warrants 1,019,793 - Total shares excluded from calculation 2,119,793 650,000 |
Stock-based Compensation
Stock-based Compensation | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||
Stock-based Compensation | Note 10. Stock-based Compensation During the six months ended June 30, 2022 and 2021, there was $ 17,841 Schedule of Stock-based Compensation Expenses Six Months Ended June 30, 2022 2021 Research and development $ - $ 29,031 Sales and marketing - 48,628 General and administrative 6,968 48,178 Total expense – shares issued for services $ 6,968 $ 125,837 During the six months ended June 30, 2021 there were 450,000 0.65 three years five years During the six months ended June 30, 2022 there were no options granted. As of June 30, 2022, there was $ 18,243 1,100,000 9 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 N/A 0.21 % Expected life of the options N/A 3.5 Expected volatility of the underlying stock N/A 76.3 % Expected dividend rate N/A 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. Options outstanding at June 30, 2022 consist of: Schedule of Options Outstanding and Exercisable Date Issued Number Number Exercise Price Expiration Date March 12, 2020 500,000 333,333 $ 0.40 March 12, 2025 June 27, 2020 150,000 100,000 $ 0.40 June 27, 2025 January 1, 2021 450,000 300,000 $ 0.65 December 31, 2025 Total 1,100,000 583,333 Warrants outstanding at June 30, 2022 consist of: Schedule of Warrants Outstanding and Exercisable Date Issued Number Number 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 August 10, 2021 930,000 930,000 $ 1.25 August 9, 2024 February 23, 2022 14,854 14,854 $ 0.705 February 22, 2024 Total 1,026,647 1,026,647 | Note 9. Stock-based Compensation During the years ended December 31, 2021 and 2020, there was $ 35,683 and $ 7,082 , respectively, in stock-based compensation associated with stock options included in research and development expense. Additionally, during the same periods there was $ 198,811 and $ 141,771 , respectively, of expense associated with shares issued for services. The following table shows where the expense has been recorded. Schedule of Stock-based Compensation Expenses Years Ended December 31, 2021 2020 Research and development $ 29,031 $ 57,469 Sales and marketing 98,331 60,219 General and administrative 71,449 24,083 Total expense – shares issued for services $ 198,811 $ 141,771 During the year ended December 31, 2021, there were 450,000 0.65 three years five years During the year ended , 2020, there were 650,000 0.40 three years five years As of December 31, 2021, there was $ 36,085 1,100,000 14 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 Year Ended Year 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 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 three months On June 14, 2021, the Company entered into a one-month Consulting Agreement (“Agreement 4”) with a Strategic Advisory Consultant to provide strategic and advisory services to the Company for consideration of 20,000 On July 16, 2021, the Company entered into a one-month Consulting Agreement (“Agreement 5”) with a Strategic Advisory Consultant to provide strategic and advisory services to the Company for consideration of 20,000 On August 16, 2021, the Company entered into a one-month Consulting Agreement (“Agreement 6”) with a Strategic Advisory Consultant to provide strategic and advisory services to the Company for consideration of 20,000 Options outstanding at December 31, 2021 consist of: Schedule of Options Outstanding and Exercisable Date Issued Number Outstanding Number Exercisable Exercise Price Expiration Date March 12, 2020 500,000 333,333 $ 0.40 March 12, 2025 June 27, 2020 150,000 100,000 $ 0.40 June 27, 2025 January 1, 2021 450,000 150,000 $ 0.65 December 31, 2025 Total 1,100,000 583,667 Warrants outstanding at December 31, 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 August 10, 2021 930,000 930,000 $ 1.25 August 9, 2024 Total 1,011,793 1,011,793 |
Related Party Transactions
Related Party Transactions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions | Note 11. Related Party Transactions Convertible notes payable, related party: | Note 10. Related-Party Transactions Related Party Transactions Convertible notes payable, related party: Issuance of Series A-2 Preferred Stock, related party: |
Income Taxes
Income Taxes | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Income Taxes | Note 12. Income Taxes For the six month period ended June 30, 2022 and the year ended December 31, 2021, the Company did not record a tax provision as the Company did not earn any taxable income in either period and maintains a full valuation allowance against its net deferred tax assets. Schedule of Effective Income Tax Rate Reconciliation | Note 11. Income Taxes The Company accounts for income taxes in accordance with ASC 740, Income Taxes, The valuation allowance at December 31, 2021 and 2020 was $ 528,968 367,231 161,737 68,751 Reconciliation between the provision for income taxes and the expected tax benefit using the federal statutory rate of 21% for 2021 and 2020 are as follows: Schedule of Effective Income Tax Rate Reconciliation 2021 2020 For the Years Ended December 31, 2021 2020 Income tax at federal statutory rate 21.00 % 21.00 % Valuation allowance (21.00 )% (21.00 )% Income tax expense — — The Company has net operating losses of $ 2,518,895 begin to expire in 2027 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | Note 13. 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 As of June 30, 2022, the balance of outstanding invoices that the Factoring Company may assign back to the Company if not collected within 90 days is included in the Company’s Accounts Receivable balance with the amounts received, net of reserves held, included with other current liabilities on the condensed consolidated balance sheets. The net amount included in other current liabilities is $ 37,913 25,420 There are no pending or threatened legal proceedings as of June 30, 2022. The Company has no non-cancellable operating leases. | Note 12. 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 As of December 31, 2021, the balance of outstanding invoices that the Factoring Company may assign back to the Company if not collected within 90 days is included in the Company’s Accounts Receivable balance with the amounts received, net of reserves held, included with other current liabilities on the consolidated balance sheets. The net amount included in other current liabilities is $ 25,420 There are no pending or threatened legal proceedings as of December 31, 2021. The Company has no non-cancellable operating leases. |
Subsequent Events
Subsequent Events | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Subsequent Events [Abstract] | ||
Subsequent Events | Note 14. Subsequent Events Effective July 19, 2022, the Company entered into a Securities Purchase Agreement with an accredited investor pursuant to which it issued to the investor an Original Issue Discount Secured Convertible Promissory Note (the “Note”) in the principal amount of $ 440,000 550,000 400,000 The principal amount of the Note and all interest accrued thereon is payable on July 19, 2023 5 0.20 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 fails to facilitate Buyer’s sale of the shares issuable upon conversion of the Note as required by the terms of the Note. The 550,000 0.50 The Registration Rights Agreement requires the Company to file with the Securities and Exchange Commission within 60 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 $ 20,000 5,000 As a result of the issuance of the Note in the principal amount of $ 440,000 0.20 806,000 0.20 Mercer Street Global Opportunity Fund, LLC, converted $ 50,000 806,000 250,000 0.20 | Note 13. Subsequent Event Subsequent Events On February 23, 2022 the shareholder of convertible Note 8 listed in Note 6 elected to convert the outstanding principal of $ 25,000 59,415 0.47 two years 14,854 0.705 On March 2, 2022, the Company entered into a fixed-fee short-term loan with its merchant bank and received $ 123,000 |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Use of Estimates | Use of Estimates | Use of Estimates : The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statement and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from the 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 : The Company extends unsecured credit to its customers on a regular basis. Management monitors the payments on outstanding balances and will establish a reserve for uncollectible balances as necessary based on experience. As of December 31, 2021 and 2020 there was no established reserve for uncollectible balances. |
Inventories | Inventories | Inventories : Inventories are stated at the lower of cost or estimated net realizable value, on a first-in, first-out, or FIFO, basis. The Company uses actual costs to determine our cost basis for inventories. Inventories consist of only finished goods. Provisions for excess and obsolete inventory are based on the Company’s estimates of forecasted sales, expiration dates and assumptions about obsolescence. As of December 31, 2021 and 2020 there was no established provisions for excess and obsolete inventory. |
Capitalized Software Development Costs | Capitalized Software Development Costs Internal-Use Software 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 amortization expense totaled $ 204,775 as of June 30, 2022 and $ 186,271 as of December 31, 2021. The Company completed testing of its internally-developed software application (“QHSLab platform”) at the end of the first quarter of 2022 and began to amortize the capitalized expenses on a straight-line basis over the useful life of the software. During the six-month periods ended June 30, 2022 and 2021 there was $ 18,615 and $ 0 no impairments recognized during the three and six-month periods ended June 30, 2022. | Capitalized Software Development Costs : Software development costs for internal-use software are accounted for in accordance with Accounting Standards Codification (“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 operating expenses 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 totaled $ 186,271 as of December 31, 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 years ended December 31, 2021 and December 31, 2020. There were no impairments recognized during the years ended December 31, 2021 and December 31, 2020. Intangible Assets: Schedule of Indefinite-Lived Intangible Assets U.S. Method Patent 13.4 Web Domain Indefinite life Trademark Indefinite life The estimated useful lives and carrying value of the assets are reviewed at least annually or whenever events or circumstances may result in an impact to the value of the assets. Convertible Notes Payable: Derivatives and Hedging Debt with Conversion and Other Options |
Intangible Assets | Intangible Assets Business Combination, Related Issues, Initial Measurement Intangibles, General Intangibles Other Than Goodwill Schedule of Indefinite-Lived Intangible Assets U.S. Method Patent 13.4 Web Domain Indefinite life Trademark Indefinite life The estimated useful lives and carrying value of the assets are reviewed at least annually or whenever events or circumstances may result in an impact to the value of the assets. | |
Convertible Notes Payable | Convertible Notes Payable Derivatives and Hedging Debt with Conversion and Other Options | |
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. During the quarter ended June 30, 2022, the Company began entering into SaaS subscription agreements to provide physicians with access to the Company’s proprietary internally-developed QHSLab platform software that provides clinical decision support and patient monitoring 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 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 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 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 For the six months ended June 30, 2022 and 2021, there were $ 87,593 43,292 | Research and Development 90,874 $ 98,290 , respectively Stock-based Compensation: Share Based Payment |
Stock-based Compensation | Stock-based Compensation Share Based Payment | |
Earnings Per Common Share | Earnings Per Common Share no | Earnings Per Common Share no |
Income Taxes | Income Taxes Accounting for Income Taxes, The Company has net operating losses of $ 2,988,584 begin to expire in 2027 | Income Taxes Income Taxes, The Company has net operating losses of $ 2,518,895 which begin to expire in 2027 . Future utilization of currently generated federal and state NOL and tax credit carry forwards may be subject to a substantial annual limitation due to the ownership change limitations. The annual limitation may result in the expiration of NOL and tax credit carry-forwards before full utilization. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In August 2020, the Financial Accounts Standards Board (“FASB”) issued Accounting Standards Updates (“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 Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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) |
Basis of Presentation (Tables)
Basis of Presentation (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Schedule of Indefinite-Lived Intangible Assets | Schedule of Indefinite-Lived Intangible Assets U.S. Method Patent 13.4 Web Domain Indefinite life Trademark Indefinite life | Schedule of Indefinite-Lived Intangible Assets U.S. Method Patent 13.4 Web Domain Indefinite life Trademark Indefinite life |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Credit Loss [Abstract] | |
Schedule of Accounts Receivable | Schedule of Accounts Receivable June 30, December 31, Accounts receivable $ 123,230 $ 70,474 Allowance for doubtful accounts (11,222 ) - Accounts receivable, net $ 112,008 $ 70,474 |
Capitalized Software and Inta_2
Capitalized Software and Intangible Assets (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Schedule of Intangible Assets | Non-current assets consist of the following at June 30, 2022 and December 31, 2021: Schedule of Intangible Assets Estimated Useful Life June 30, December 31, Capitalized Software 3.0 $ 223,390 $ 186,271 Accumulated amortization (18,615 ) - Capitalized Software, net $ 204,775 $ 186,271 Intangible Assets: U.S. Method Patent 13.4 $ 967,500 $ 967,500 Web Domain N/A 161,250 161,250 Trademark N/A 483,750 483,750 Total Intangible Assets $ 1,612,500 $ 1,612,500 Accumulated amortization (72,112 ) (36,056 ) Intangible assets, net $ 1,540,388 $ 1,576,444 | Non-current assets consist of the following at December 31, 2021 and December 31, 2020: Schedule of Intangible Assets Estimated Useful Life December 31, 2021 December 31, Capitalized Software TBD $ 186,271 $ 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 $ - Accumulated amortization (36,056 ) - Intangible assets, net $ 1,576,444 $ - |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Debt Disclosure [Abstract] | ||
Schedule of Convertible Notes Payable | Convertible notes payable at June 30, 2022 and December 31, 2021, consist of the following: Schedule of Convertible Notes Payable June 30, December 31, Note 1 – Accredited investors $ - $ 25,000 Note 2 – Shareholder 100,000 100,000 Note 3 – Mercer Note 756,000 756,000 Total 856,000 881,000 Debt discount and issuance costs (44,121 ) (238,896 ) Total convertible notes payable 811,879 642,104 Less: current portion 811,879 542,104 Non-current portion $ - $ 100,000 | Convertible notes payable at December 31, 2021 and December 31, 2020 consist of the following: Schedule of Convertible Notes Payable December 31, 2021 December 31, 2020 Note 1 and accrued interest and premium – Principal shareholder $ - $ 195,177 Note 2 and accrued interest – Principal shareholder - 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 - 89,347 Note 7 and accrued interest – Accredited investors - 101,781 Note 8 and accrued interest – Accredited investors 27,555 25,055 Note 9 and accrued interest – Shareholder 106,521 - Note 10 and accrued interest, net of discount and issuance costs – Mercer Note 532,551 - Total Convertible notes payable and accrued interest $ 665,627 $ 754,520 |
Loss Per Common Share (Tables)
Loss Per Common Share (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Schedule of Anti-dilutive Securities Excluded From Calculation of Earning Per Share | Schedule of Anti-dilutive Securities Excluded From Calculation of Earning Per Share Six Months Ended June 30, 2022 2021 Stock options 1,100,000 1,100,000 Stock warrants 1,026,647 89,793 Total shares excluded from calculation 2,126,647 1,189,793 | The Company calculates net loss per common share in accordance with ASC 260, Earnings Per Share. Basic and diluted net loss per common share was determined by dividing net 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 years ended December 31, 2021 and 2020 as the result would be anti-dilutive. Schedule of Anti-dilutive Securities Excluded From Calculation of Earning Per Share Years Ended 2021 2020 Stock options 1,100,000 650,000 Stock warrants 1,019,793 - Total shares excluded from calculation 2,119,793 650,000 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||
Schedule of Stock-based Compensation Expenses | Schedule of Stock-based Compensation Expenses Six Months Ended June 30, 2022 2021 Research and development $ - $ 29,031 Sales and marketing - 48,628 General and administrative 6,968 48,178 Total expense – shares issued for services $ 6,968 $ 125,837 | Schedule of Stock-based Compensation Expenses Years Ended December 31, 2021 2020 Research and development $ 29,031 $ 57,469 Sales and marketing 98,331 60,219 General and administrative 71,449 24,083 Total expense – shares issued for services $ 198,811 $ 141,771 |
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 N/A 0.21 % Expected life of the options N/A 3.5 Expected volatility of the underlying stock N/A 76.3 % Expected dividend rate N/A 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 Year 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 % |
Schedule of Options Outstanding and Exercisable | Options outstanding at June 30, 2022 consist of: Schedule of Options Outstanding and Exercisable Date Issued Number Number Exercise Price Expiration Date March 12, 2020 500,000 333,333 $ 0.40 March 12, 2025 June 27, 2020 150,000 100,000 $ 0.40 June 27, 2025 January 1, 2021 450,000 300,000 $ 0.65 December 31, 2025 Total 1,100,000 583,333 | Options outstanding at December 31, 2021 consist of: Schedule of Options Outstanding and Exercisable Date Issued Number Outstanding Number Exercisable Exercise Price Expiration Date March 12, 2020 500,000 333,333 $ 0.40 March 12, 2025 June 27, 2020 150,000 100,000 $ 0.40 June 27, 2025 January 1, 2021 450,000 150,000 $ 0.65 December 31, 2025 Total 1,100,000 583,667 |
Schedule of Warrants Outstanding and Exercisable | Warrants outstanding at June 30, 2022 consist of: Schedule of Warrants Outstanding and Exercisable Date Issued Number Number 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 August 10, 2021 930,000 930,000 $ 1.25 August 9, 2024 February 23, 2022 14,854 14,854 $ 0.705 February 22, 2024 Total 1,026,647 1,026,647 | Warrants outstanding at December 31, 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 August 10, 2021 930,000 930,000 $ 1.25 August 9, 2024 Total 1,011,793 1,011,793 |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Schedule of Effective Income Tax Rate Reconciliation | Schedule of Effective Income Tax Rate Reconciliation | Reconciliation between the provision for income taxes and the expected tax benefit using the federal statutory rate of 21% for 2021 and 2020 are as follows: Schedule of Effective Income Tax Rate Reconciliation 2021 2020 For the Years Ended December 31, 2021 2020 Income tax at federal statutory rate 21.00 % 21.00 % Valuation allowance (21.00 )% (21.00 )% Income tax expense — — |
Schedule of Indefinite-Lived In
Schedule of Indefinite-Lived Intangible Assets (Details) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Web Domain [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Impaired intangible asset | Indefinite life | Indefinite life |
Trademarks [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Impaired intangible asset | Indefinite life | Indefinite life |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, amortization method | 13 years 4 months 24 days | 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, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Capitalized Software Development Costs for Software Sold to Customers | $ 204,775 | $ 204,775 | $ 186,271 | $ 31,700 | ||
Capitalized Computer Software, Amortization | 18,615 | $ 0 | 0 | 0 | ||
Capitalized Computer Software, Impairments | 0 | 0 | 0 | |||
Research and development expense | 58,615 | $ 15,271 | $ 87,593 | $ 43,292 | $ 90,874 | $ 98,290 |
Common stock equivalent shares of weighted average shares outstanding dilutive | 2,126,647 | 1,189,793 | 2,119,793 | 650,000 | ||
Operating loss carryforwards | $ 2,988,584 | $ 2,988,584 | $ 2,518,895 | |||
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 | 0 |
Schedule of Accounts Receivable
Schedule of Accounts Receivable (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Credit Loss [Abstract] | |||
Accounts receivable | $ 123,230 | $ 70,474 | |
Allowance for doubtful accounts | (11,222) | ||
Accounts receivable, net | $ 112,008 | $ 70,474 | $ 60,522 |
Schedule of Intangible Assets (
Schedule of Intangible Assets (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | |||
Capitalized Software | $ 223,390 | $ 186,271 | |
Accumulated amortization | (18,615) | ||
Capitalized Software, net | 204,775 | 186,271 | |
Intangible Assets: | |||
Total Intangible Assets | 1,612,500 | 1,612,500 | |
Accumulated amortization | (72,112) | (36,056) | |
Intangible assets, net | $ 1,540,388 | 1,576,444 | |
Computer Software, Intangible Asset [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived intangible assets, amortization method | 3 years | ||
Intangible Assets: | |||
Total Intangible Assets | $ 186,271 | 31,700 | |
Patents [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived intangible assets, amortization method | 13 years 4 months 24 days | 13 years 4 months 24 days | |
Intangible Assets: | |||
Total Intangible Assets | $ 967,500 | $ 967,500 | |
Web Domain [Member] | |||
Intangible Assets: | |||
Total Intangible Assets | 161,250 | 161,250 | |
Trademarks [Member] | |||
Intangible Assets: | |||
Total Intangible Assets | $ 483,750 | $ 483,750 |
Capitalized Software and Inta_3
Capitalized Software and Intangible Assets (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 23, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||
Capitalized computer software, amortization | $ 18,615 | $ 0 | $ 0 | $ 0 | |||
Capitalized computer software, impairments | 0 | 0 | 0 | ||||
Acquired intangible assets | $ 1,612,500 | ||||||
Amortization expense | $ 18,028 | 36,056 | 36,056 | ||||
Share issued | 1,612,500 | 1,612,500 | |||||
Depreciation, Depletion and Amortization | $ 54,671 | $ 36,056 |
Loans Payable (Details Narrativ
Loans Payable (Details Narrative) - USD ($) | Mar. 02, 2022 | Jun. 23, 2021 | Jun. 21, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | Aug. 10, 2021 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Debt instrument face amount | $ 806,000 | |||||
Debt default longterm debt amount | $ 527,794 | $ 644,158 | ||||
Proceeds from loan | $ 128,500 | |||||
Payments for loan | $ 16,305 | |||||
Loans payable | $ 88,984 | $ 16,793 | ||||
Proceeds from issuance of debt | $ 86,000 | |||||
Purchase Agreement [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Debt instrument face amount | $ 750,000 | |||||
Debt instrument periodic payment | $ 36 |
Schedule of Convertible Notes P
Schedule of Convertible Notes Payable (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Short-Term Debt [Line Items] | |||
Total | $ 856,000 | $ 881,000 | |
Debt discount and issuance costs | (44,121) | (238,896) | |
Total convertible notes payable | 811,879 | 642,104 | |
Less: current portion | 811,879 | 542,104 | |
Non-current portion | 100,000 | 576,003 | |
Total Convertible notes payable and accrued interest | 665,627 | 754,520 | |
Convertible Notes Payable One [Member] | Accredited Investor [Member] | |||
Short-Term Debt [Line Items] | |||
Total | 25,000 | ||
Convertible Notes Payable One [Member] | Principal Shareholder [Member] | |||
Short-Term Debt [Line Items] | |||
Total Convertible notes payable and accrued interest | 195,177 | ||
Convertible Notes Payable Two [Member] | Shareholder [Member] | |||
Short-Term Debt [Line Items] | |||
Total | 100,000 | 100,000 | |
Convertible Notes Payable Two [Member] | Principal Shareholder [Member] | |||
Short-Term Debt [Line Items] | |||
Total Convertible notes payable and accrued interest | 126,210 | ||
Convertible Notes Payable Three [Member] | Mercer Street Global Opportunity Fund LLC [Member] | |||
Short-Term Debt [Line Items] | |||
Total | $ 756,000 | 756,000 | |
Convertible Notes Payable Three [Member] | Shareholder [Member] | |||
Short-Term Debt [Line Items] | |||
Total Convertible notes payable and accrued interest | 62,951 | ||
Convertible Notes Payable Four [Member] | Principal Shareholder [Member] | |||
Short-Term Debt [Line Items] | |||
Total Convertible notes payable and accrued interest | 97,537 | ||
Convertible Notes Payable Five [Member] | Accredited Investor [Member] | |||
Short-Term Debt [Line Items] | |||
Total Convertible notes payable and accrued interest | 56,462 | ||
Convertible Notes Payable Six [Member] | Principal Shareholder [Member] | |||
Short-Term Debt [Line Items] | |||
Total Convertible notes payable and accrued interest | 89,347 | ||
Convertible Notes Payable Seven [Member] | Accredited Investor [Member] | |||
Short-Term Debt [Line Items] | |||
Total Convertible notes payable and accrued interest | 101,781 | ||
Convertible Notes Payable Eight [Member] | Accredited Investor [Member] | |||
Short-Term Debt [Line Items] | |||
Total Convertible notes payable and accrued interest | 27,555 | 25,055 | |
Convertible Notes Payable Nine [Member] | Shareholder [Member] | |||
Short-Term Debt [Line Items] | |||
Total Convertible notes payable and accrued interest | 106,521 | ||
Convertible Notes Payable Ten [Member] | Mercer Street Global Opportunity Fund LLC [Member] | |||
Short-Term Debt [Line Items] | |||
Total Convertible notes payable and accrued interest | $ 532,551 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||
Feb. 23, 2022 | Nov. 11, 2021 | Aug. 10, 2021 | Aug. 10, 2021 | May 07, 2021 | Mar. 31, 2021 | Mar. 16, 2021 | Jan. 02, 2021 | Dec. 31, 2020 | Dec. 23, 2020 | Oct. 27, 2020 | Sep. 25, 2020 | Feb. 27, 2020 | Dec. 27, 2019 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2021 | Aug. 10, 2022 | Jun. 30, 2022 | Dec. 30, 2021 | Nov. 15, 2021 | Sep. 21, 2021 | Jun. 17, 2021 | Sep. 30, 2020 | Sep. 12, 2019 | Sep. 01, 2019 | Oct. 31, 2009 | |
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Debt instrument face amount | $ 806,000 | $ 806,000 | ||||||||||||||||||||||||||
Accrued interest | $ 15,446 | $ 34,191 | ||||||||||||||||||||||||||
Stock issued during period shares conversion of convertible securities | 76,923 | |||||||||||||||||||||||||||
Debt instrument convertible conversion price1 | $ 0.65 | $ 0.65 | ||||||||||||||||||||||||||
Stock issued during period value conversion of convertible securities | $ 50,000 | $ 27,925 | $ 132,075 | $ 194,211 | 802,367 | |||||||||||||||||||||||
Unamortized debt issuance costs | 204,835 | 37,830 | ||||||||||||||||||||||||||
Debt instrument, unamortized discount | 34,060 | 6,290 | ||||||||||||||||||||||||||
Series A 2 Convertible Preferred Shares [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Debt instrument face amount | $ 286,078 | |||||||||||||||||||||||||||
Convertible Promissory Note Ten [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Accrued interest | 15,446 | |||||||||||||||||||||||||||
Debt instrument convertible conversion price1 | $ 0.65 | $ 0.65 | ||||||||||||||||||||||||||
Warrants exercise price | $ 1.25 | $ 1.25 | ||||||||||||||||||||||||||
Warrants exercised | 930,000 | 930,000 | ||||||||||||||||||||||||||
Convertible Promissory Note Ten [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Debt instrument convertible conversion price1 | $ 0.65 | |||||||||||||||||||||||||||
Debt instrument interest rate stated percentage | 5% | |||||||||||||||||||||||||||
Convertible Notes Payable Nine [Member] | Shareholder [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Debt instrument, maturity date | Sep. 30, 2022 | |||||||||||||||||||||||||||
Accrued interest | 6,521 | |||||||||||||||||||||||||||
Mercer Street Global Opportunity Fund LLC [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Debt instrument face amount | $ 806,000 | |||||||||||||||||||||||||||
Stock issued during period shares conversion of convertible securities | 76,923 | |||||||||||||||||||||||||||
Debt instrument convertible conversion price1 | $ 0.65 | |||||||||||||||||||||||||||
Warrants to purchase common stock | 930,000 | |||||||||||||||||||||||||||
Warrants exercise price | $ 1.25 | |||||||||||||||||||||||||||
Stock issued during period value conversion of convertible securities | $ 50,000 | |||||||||||||||||||||||||||
Warrants term | 3 years | |||||||||||||||||||||||||||
Mercer Street Global Opportunity Fund LLC [Member] | Convertible Notes Payable Ten [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Debt instrument face amount | $ 806,000 | $ 806,000 | ||||||||||||||||||||||||||
Warrants issued to purchase of common stock | 930,000 | 930,000 | ||||||||||||||||||||||||||
Proceeds from warrant in consideration | $ 750,000 | |||||||||||||||||||||||||||
Accredited Investor [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Debt instrument face amount | $ 25,000 | |||||||||||||||||||||||||||
Accrued interest | $ 48,755 | |||||||||||||||||||||||||||
Debt instrument convertible conversion price1 | $ 0.55 | |||||||||||||||||||||||||||
Warrants to purchase common stock | 12,189 | |||||||||||||||||||||||||||
Warrants exercise price | $ 0.83 | |||||||||||||||||||||||||||
Convertible Notes Payable One [Member] | Accredited Investor [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Debt instrument face amount | $ 25,000 | $ 25,000 | ||||||||||||||||||||||||||
Debt instrument, maturity date | Sep. 25, 2020 | |||||||||||||||||||||||||||
Accrued interest | 2,555 | 0 | ||||||||||||||||||||||||||
Stock issued during period shares conversion of convertible securities | 59,415 | |||||||||||||||||||||||||||
Debt instrument convertible conversion price1 | $ 0.47 | |||||||||||||||||||||||||||
Warrants to purchase common stock | 14,854 | |||||||||||||||||||||||||||
Warrants exercise price | $ 0.705 | |||||||||||||||||||||||||||
Convertible Notes Payable One [Member] | Principal Shareholder [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Debt instrument face amount | $ 73,500 | |||||||||||||||||||||||||||
Debt instrument, maturity date | Mar. 31, 2023 | |||||||||||||||||||||||||||
Accrued interest | $ 100,378 | 0 | ||||||||||||||||||||||||||
Debt instrument convertible conversion price1 | $ 0.10 | |||||||||||||||||||||||||||
Debt instrument interest rate stated percentage | 12% | |||||||||||||||||||||||||||
Extinguishment of Debt, Gain (Loss), Net of Tax | 21,299 | |||||||||||||||||||||||||||
Convertible Notes Payable One [Member] | Principal Shareholder [Member] | Series A 2 Convertible Preferred Shares [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Debt instrument face amount | 73,500 | |||||||||||||||||||||||||||
Accrued interest | $ 109,198 | |||||||||||||||||||||||||||
Debt instrument convertible conversion price1 | $ 0.10 | |||||||||||||||||||||||||||
Interest payable current and noncurrent | $ 2,644,424 | |||||||||||||||||||||||||||
Debt instrument unamortized premium | 21,299 | |||||||||||||||||||||||||||
Convertible Notes Payable Two [Member] | Shareholder [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Debt instrument face amount | $ 100,000 | |||||||||||||||||||||||||||
Debt instrument, maturity date | Sep. 30, 2022 | |||||||||||||||||||||||||||
Accrued interest | 6,521 | $ 11,479 | ||||||||||||||||||||||||||
Debt instrument interest rate stated percentage | 10% | |||||||||||||||||||||||||||
Debt Instrument, Description | The Company may satisfy the Note upon maturity or Default, as defined, by the issuance of common shares at 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 through the maturity date of September 30, 2022 at the option of the holder using the same conversion calculation. | |||||||||||||||||||||||||||
Convertible Notes Payable Two [Member] | Principal Shareholder [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Debt instrument face amount | $ 124,562 | |||||||||||||||||||||||||||
Accrued interest | 1,648 | 0 | ||||||||||||||||||||||||||
Debt instrument convertible conversion price1 | $ 0.25 | |||||||||||||||||||||||||||
Debt instrument interest rate stated percentage | 1% | |||||||||||||||||||||||||||
Convertible Notes Payable Two [Member] | Principal Shareholder [Member] | Series A 2 Convertible Preferred Shares [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Debt instrument face amount | 124,562 | |||||||||||||||||||||||||||
Accrued interest | $ 2,644,424 | |||||||||||||||||||||||||||
Debt instrument convertible conversion price1 | $ 0.25 | |||||||||||||||||||||||||||
Interest payable current and noncurrent | $ 2,894 | |||||||||||||||||||||||||||
Convertible Notes Payable Three [Member] | Mercer Street Global Opportunity Fund LLC [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Debt instrument face amount | $ 806,000 | $ 806,000 | ||||||||||||||||||||||||||
Warrants issued to purchase of common stock | 930,000 | 930,000 | ||||||||||||||||||||||||||
Proceeds from warrant in consideration | $ 750,000 | |||||||||||||||||||||||||||
Convertible Notes Payable Three [Member] | Shareholder [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Debt instrument face amount | $ 55,000 | $ 55,000 | ||||||||||||||||||||||||||
Accrued interest | $ 7,951 | |||||||||||||||||||||||||||
Stock issued during period shares conversion of convertible securities | 251,805 | |||||||||||||||||||||||||||
Debt instrument convertible conversion price1 | $ 0.25 | |||||||||||||||||||||||||||
Debt instrument interest rate stated percentage | 12% | |||||||||||||||||||||||||||
Common stock at a price | $ 0.25 | |||||||||||||||||||||||||||
Convertible Notes Payable Four [Member] | Principal Shareholder [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Debt instrument face amount | $ 88,626 | $ 88,626 | 88,626 | |||||||||||||||||||||||||
Debt instrument, maturity date | Dec. 30, 2022 | |||||||||||||||||||||||||||
Accrued interest | $ 11,096 | 8,911 | $ 11,096 | 0 | ||||||||||||||||||||||||
Stock issued during period shares conversion of convertible securities | 181,313 | |||||||||||||||||||||||||||
Debt instrument convertible conversion price1 | $ 0.55 | |||||||||||||||||||||||||||
Debt instrument interest rate stated percentage | 10% | |||||||||||||||||||||||||||
Common stock at a price | $ 0.55 | $ 0.55 | ||||||||||||||||||||||||||
Convertible Notes Payable Five [Member] | Accredited Investor [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Debt instrument face amount | $ 30,000 | $ 55,000 | ||||||||||||||||||||||||||
Debt instrument, maturity date | Sep. 30, 2022 | |||||||||||||||||||||||||||
Accrued interest | $ 1,462 | 0 | ||||||||||||||||||||||||||
Stock issued during period shares conversion of convertible securities | 63,600 | |||||||||||||||||||||||||||
Debt instrument convertible conversion price1 | $ 0.50 | |||||||||||||||||||||||||||
Debt instrument interest rate stated percentage | 10% | |||||||||||||||||||||||||||
Debt Instrument, Description | The Company could satisfy the Notes upon maturity or Default, as defined, by the issuance of Common shares at 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 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 Notes Payable Five [Member] | Accredited Investor [Member] | Warrant [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Stock issued during period shares conversion of convertible securities | 15,900 | |||||||||||||||||||||||||||
Warrants exercise price | $ 0.75 | |||||||||||||||||||||||||||
Convertible Notes Payable Six [Member] | Principal Shareholder [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Debt instrument face amount | $ 88,016 | |||||||||||||||||||||||||||
Debt instrument, maturity date | Dec. 31, 2022 | |||||||||||||||||||||||||||
Accrued interest | $ 1,331 | 0 | ||||||||||||||||||||||||||
Debt instrument convertible conversion price1 | $ 1 | |||||||||||||||||||||||||||
Debt instrument interest rate stated percentage | 6% | |||||||||||||||||||||||||||
Convertible Notes Payable Six [Member] | Principal Shareholder [Member] | Series A 2 Convertible Preferred Shares [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Debt instrument face amount | 88,016 | |||||||||||||||||||||||||||
Accrued interest | $ 2,644,424 | |||||||||||||||||||||||||||
Debt instrument convertible conversion price1 | $ 1 | |||||||||||||||||||||||||||
Interest payable current and noncurrent | $ 6,612 | |||||||||||||||||||||||||||
Convertible Notes Payable Seven [Member] | Accredited Investor [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Debt instrument face amount | $ 100,000 | $ 100,000 | ||||||||||||||||||||||||||
Debt instrument, maturity date | Sep. 25, 2020 | |||||||||||||||||||||||||||
Accrued interest | $ 214,817 | 1,781 | 0 | |||||||||||||||||||||||||
Debt instrument convertible conversion price1 | $ 0.49 | |||||||||||||||||||||||||||
Warrants to purchase common stock | 53,704 | |||||||||||||||||||||||||||
Warrants exercise price | $ 0.74 | |||||||||||||||||||||||||||
Convertible Notes Payable Eight [Member] | Accredited Investor [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Debt instrument face amount | $ 25,000 | |||||||||||||||||||||||||||
Debt instrument, maturity date | Sep. 25, 2020 | |||||||||||||||||||||||||||
Accrued interest | $ 55 | $ 2,555 | ||||||||||||||||||||||||||
Convertible Notes Payable Nine [Member] | Shareholder [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Debt instrument face amount | $ 100,000 | |||||||||||||||||||||||||||
Debt instrument interest rate stated percentage | 10% | |||||||||||||||||||||||||||
Debt Instrument, Description | The Company may satisfy the Note upon maturity or Default, as defined, by the issuance of common shares at 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 through the maturity date of September 30, 2022 at the option of the holder using the same conversion calculation. As of December 31, 2021, this note had accumulated $ |
Preferred Stock (Details Narrat
Preferred Stock (Details Narrative) - USD ($) | 12 Months Ended | |||||
Dec. 30, 2021 | Aug. 10, 2021 | Sep. 01, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2022 | |
Class of Stock [Line Items] | ||||||
Preferred stock stated value | $ 0.25 | |||||
Debt instrument, conversion price | $ 0.65 | |||||
Stock issued during period, shares | 198,811 | 141,771 | ||||
Debt instrument face amount | $ 806,000 | |||||
Stock issued during period shares conversion of convertible securities | 76,923 | |||||
Series A Preferred Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Preferred stock stated value | $ 0.25 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
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 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 | ||||
Debt instrument face amount | $ 255,681 | |||||
Stock issued during period shares conversion of convertible securities | 1,080,092 | |||||
Series A 2 Convertible Preferred Shares [Member] | ||||||
Class of Stock [Line Items] | ||||||
Stock issued during period, shares | 2,644,424 | |||||
Debt instrument face amount | $ 286,078 | |||||
Series A 2 Convertible Preferred Shares [Member] | Board Of Directors [Member] | ||||||
Class of Stock [Line Items] | ||||||
Debt instrument face amount | 286,078 | |||||
Stock issued during period value new issues | $ 2,644,424 |
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, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total shares excluded from calculation | 2,126,647 | 1,189,793 | 2,119,793 | 650,000 |
Stock Options [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total shares excluded from calculation | 1,100,000 | 1,100,000 | 1,100,000 | 650,000 |
Stock Warrant [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total shares excluded from calculation | 1,026,647 | 89,793 | 1,019,793 |
Schedule of Stock-based Compens
Schedule of Stock-based Compensation Expenses (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total Expense - shares issued for services | $ 6,968 | $ 125,837 | ||
Shares Issued For Services [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total Expense - shares issued for services | $ 198,811 | $ 141,771 | ||
Research and Development Expense [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total Expense - shares issued for services | 29,031 | |||
Research and Development Expense [Member] | Shares Issued For Services [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total Expense - shares issued for services | 29,031 | 57,469 | ||
Selling and Marketing Expense [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total Expense - shares issued for services | 48,628 | |||
Selling and Marketing Expense [Member] | Shares Issued For Services [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total Expense - shares issued for services | 98,331 | 60,219 | ||
General and Administrative Expense [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total Expense - shares issued for services | $ 6,968 | $ 48,178 | ||
General and Administrative Expense [Member] | Shares Issued For Services [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total Expense - shares issued for services | $ 71,449 | $ 24,083 |
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 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Payment Arrangement [Abstract] | |||
Risk-free interest rate | 0.21% | 0.21% | 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% | 76.30% | 70.70% |
Expected dividend rate | 0% | 0% | 0% |
Schedule of Options Outstanding
Schedule of Options Outstanding and Exercisable (Details) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Option One [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Date Issued | Mar. 12, 2020 | Mar. 12, 2020 |
Number Outstanding | 500,000 | 500,000 |
Number Exercisable | 333,333 | 333,333 |
Exercise Price | $ 0.40 | $ 0.40 |
Expiration Date | Mar. 12, 2025 | Mar. 12, 2025 |
Option Two [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Date Issued | Jun. 27, 2020 | Jun. 27, 2020 |
Number Outstanding | 150,000 | 150,000 |
Number Exercisable | 100,000 | 100,000 |
Exercise Price | $ 0.40 | $ 0.40 |
Expiration Date | Jun. 27, 2025 | Jun. 27, 2025 |
Option Three [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Date Issued | Jan. 01, 2021 | Jan. 01, 2021 |
Number Outstanding | 450,000 | 450,000 |
Number Exercisable | 300,000 | 150,000 |
Exercise Price | $ 0.65 | $ 0.65 |
Expiration Date | Dec. 31, 2025 | Dec. 31, 2025 |
Options Held [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number Outstanding | 1,100,000 | 1,100,000 |
Number Exercisable | 583,333 | 583,667 |
Schedule of Warrants Outstandin
Schedule of Warrants Outstanding and Exercisable (Details) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Warrant One [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Date Issued | Mar. 16, 2021 | Mar. 16, 2021 |
Number Outstanding | 15,900 | 15,900 |
Number Exercisable | 15,900 | 15,900 |
Exercise Price | $ 0.75 | $ 0.75 |
Expiration Date | Mar. 15, 2023 | Mar. 15, 2023 |
Warrant Two [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Date Issued | May 07, 2021 | May 07, 2021 |
Number Outstanding | 53,704 | 53,704 |
Number Exercisable | 53,704 | 53,704 |
Exercise Price | $ 0.74 | $ 0.74 |
Expiration Date | May 06, 2023 | May 06, 2023 |
Warrant Three [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Date Issued | Jun. 17, 2021 | Jun. 17, 2021 |
Number Outstanding | 12,189 | 12,189 |
Number Exercisable | 12,189 | 12,189 |
Exercise Price | $ 0.83 | $ 0.83 |
Expiration Date | Jun. 16, 2023 | Jun. 16, 2023 |
Warrant Four [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Date Issued | Aug. 10, 2021 | Aug. 10, 2021 |
Number Outstanding | 930,000 | 930,000 |
Number Exercisable | 930,000 | 930,000 |
Exercise Price | $ 1.25 | $ 1.25 |
Expiration Date | Aug. 09, 2024 | Aug. 09, 2024 |
Warrant Five [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Date Issued | Feb. 23, 2022 | |
Number Outstanding | 14,854 | |
Number Exercisable | 14,854 | |
Exercise Price | $ 0.705 | |
Expiration Date | Feb. 22, 2024 | |
Warrant [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number Outstanding | 1,026,647 | 1,011,793 |
Number Exercisable | 1,026,647 | 1,011,793 |
Stock-based Compensation (Detai
Stock-based Compensation (Details Narrative) | 6 Months Ended | 12 Months Ended | ||||||||
Aug. 16, 2021 shares | Jul. 16, 2021 shares | Jun. 14, 2021 shares | May 05, 2021 shares | Mar. 10, 2021 shares | Mar. 08, 2021 shares | Jun. 30, 2022 USD ($) $ / shares shares | Jun. 30, 2021 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) $ / shares shares | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||||
Stock-based compensation | $ | $ 17,841 | $ 17,841 | $ 35,683 | $ 7,082 | ||||||
Unrecognized compensation related to unvested options | $ | $ 18,243 | $ 36,085 | ||||||||
Unrecognized compensation related to unvested options, shares | 1,100,000 | 1,100,000 | ||||||||
Recognized weighted-average period | 9 months | 14 months | ||||||||
Weighted-average fair value for options granted | $ / shares | $ 0.12 | |||||||||
Stock Issued During Period, Shares, New Issues | 198,811 | 141,771 | ||||||||
Weighted-average fair value for options granted | 0.12 | |||||||||
Common Stock [Member] | Consulting Agreement One [Member] | ||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||||
Number of common stock issued in consideration | 120,000 | |||||||||
Common Stock [Member] | Consulting Agreement Two [Member] | ||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||||
Number of common stock issued in consideration | 30,000 | |||||||||
Agreement term period | 16 months | |||||||||
Common Stock [Member] | Consulting Agreement Three [Member] | ||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||||
Number of common stock issued in consideration | 30,000 | |||||||||
Agreement term period | 3 months | |||||||||
Common Stock [Member] | Consulting Agreement Four [Member] | ||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||||
Number of common stock issued in consideration | 20,000 | |||||||||
Common Stock [Member] | Consulting Agreement Five [Member] | ||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||||
Number of common stock issued in consideration | 20,000 | |||||||||
Common Stock [Member] | Consulting Agreement Six [Member] | ||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||||
Number of common stock issued in consideration | 20,000 | |||||||||
Scientific And Business Advisor [Member] | ||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||||
Number of options granted | 450,000 | |||||||||
Weighted-average exercise price | $ / shares | $ 0.65 | |||||||||
Options vesting term | 3 years | |||||||||
Options expiration period | 5 years | |||||||||
Scientific Advisors [Member] | ||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||||
Number of options granted | 450,000 | 650,000 | ||||||||
Weighted-average exercise price | $ / shares | $ 0.65 | $ 0.40 | ||||||||
Options vesting term | 3 years | 3 years | ||||||||
Options expiration period | 5 years | 5 years |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | Feb. 09, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Other current liabilities | $ 100,805 | $ 58,615 | $ 14,198 | |
Factoring Agreement [Member] | ||||
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% | |||
Factoring fees, percentage | 1.80% | |||
Other current liabilities | $ 37,913 | $ 25,420 |
Schedule of Effective Income Ta
Schedule of Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Income tax at federal statutory rate | 21% | 21% |
Valuation allowance | (21.00%) | (21.00%) |
Income tax expense | 0% | 0% |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 12 Months Ended | |||||||||
Jul. 27, 2022 | Jul. 19, 2022 | Mar. 02, 2022 | Feb. 23, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2022 | Nov. 11, 2021 | Aug. 10, 2021 | Jun. 23, 2021 | |
Subsequent Event [Line Items] | ||||||||||
Debt instrument, principal amount | $ 806,000 | |||||||||
Common stock conversion price | $ 0.65 | |||||||||
Proceed from loan | $ 128,500 | |||||||||
Deferred tax assets, valuation allowance | $ 528,968 | $ 367,231 | ||||||||
Change in valuation allowance | 161,737 | $ 68,751 | ||||||||
Operating losses carryforward | $ 2,518,895 | $ 2,988,584 | ||||||||
Operating losses carryforward limitation on use | begin to expire in 2027 | |||||||||
Purchase Agreement [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Debt instrument, principal amount | $ 750,000 | |||||||||
Mercer Street Global Opportunity Fund LLC [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Debt instrument, principal amount | $ 806,000 | |||||||||
Common stock conversion price | $ 0.65 | |||||||||
Warrant price per share | $ 1.25 | |||||||||
Warrant term | 3 years | |||||||||
Purchase of warrant | 930,000 | |||||||||
Subsequent Event [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Proceed from loan | $ 123,000 | |||||||||
Subsequent Event [Member] | Convertible Notes Payable [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Debt instrument, principal amount | $ 806,000 | |||||||||
Subsequent Event [Member] | Purchase Agreement [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Payment of services | 20,000 | |||||||||
Legal Fees | 5,000 | |||||||||
Convertible Notes Payable [Member] | Subsequent Event [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Debt instrument, principal amount | $ 50,000 | $ 440,000 | ||||||||
Maturity date | Jul. 19, 2023 | |||||||||
Debt instrument interest rate stated percentage | 5% | |||||||||
Common stock conversion price | $ 0.20 | |||||||||
Warrants exercised | 550,000 | |||||||||
Warrant price per share | $ 0.50 | |||||||||
Debt conversion, amount | $ 806,000 | |||||||||
Number of shares convertible | 250,000 | |||||||||
Share price | $ 0.20 | |||||||||
Convertible Notes Payable [Member] | Subsequent Event [Member] | Mercer Street Global Opportunity Fund LLC [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Debt instrument, principal amount | $ 440,000 | |||||||||
Warrants issued to purchase of common stock | 550,000 | |||||||||
Proceeds from warrant in consideration | $ 400,000 | |||||||||
Convertible Note [Member] | Subsequent Event [Member] | Shareholder [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Debt instrument, principal amount | $ 25,000 | |||||||||
Common stock conversion price | $ 0.47 | |||||||||
Warrant price per share | $ 0.705 | |||||||||
Number of shares convertible | 59,415 | |||||||||
Warrant term | 2 years | |||||||||
Purchase of warrant | 14,854 |