Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Mar. 13, 2020 | Jun. 30, 2019 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | BIOXYTRAN, INC | ||
Entity Central Index Key | 0001445815 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | false | ||
Entity Common Stock, Shares Outstanding | 88,025,673 | ||
Entity Public Float | $ 8,931,347 | ||
Entity File Number | 001-35027 | ||
Entity Incorporation State Country Code | NV |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash | $ 169,628 | $ 36,411 |
Other Receivable | 50,000 | |
Total current assets | 219,628 | 36,411 |
Total assets | 219,628 | 36,411 |
Current liabilities: | ||
Accounts payable and accrued expenses | 71,932 | 23,447 |
Accounts payable related party | 96,000 | 10,900 |
Convertible notes payable, net of premium and discount | 850,983 | 227,378 |
Total current liabilities | 1,018,915 | 261,725 |
Total liabilities | 1,018,915 | 261,725 |
Commitments and contingencies | ||
Stockholders' equity (deficit): | ||
Preferred stock, $0.001 par value; 50,000,000 shares authorized, nil issued and outstanding | ||
Common stock, $0.001 par value; 300,000,000 shares authorized; 86,475,673 issued and outstanding as of December 31, 2019, and 85,103,673 issued and outstanding as of December 31, 2018 | 86,476 | 85,104 |
Additional paid in capital | 1,355,542 | 72,412 |
Accumulated deficit | (2,241,305) | (382,830) |
Total stockholders' equity (deficit) | (799,287) | (225,314) |
Total liabilities and stockholders' equity (deficit) | $ 219,628 | $ 36,411 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 86,475,673 | 85,103,673 |
Common stock, shares outstanding | 86,475,673 | 85,103,673 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Operating expenses: | ||
General and administrative | $ 507,273 | $ 215,110 |
Compensation expense | 1,124,194 | |
Total operating expenses | 1,631,467 | 215,110 |
Loss from operations | (1,631,467) | (215,110) |
Other (expense): | ||
Interest expense | (41,846) | (3,722) |
Debt discount amortization | (185,163) | (77,585) |
Total other (expenses) income | (227,009) | (81,307) |
Net loss before provision for income taxes | (1,858,476) | (296,417) |
Provision for income taxes | ||
NET LOSS | $ (1,858,476) | $ (296,417) |
Loss per common share, basic and diluted | $ (0.02) | $ 0 |
Weighted average number of common shares outstanding, basic and diluted | 85,598,733 | 85,103,673 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Stockholders' Equity (Deficit) - USD ($) | Common Stock | Preferred Stock | Additional Paid in Capital Common | Accumulated Deficit | Total |
Balance at Dec. 31, 2017 | $ 85,104 | $ (86,413) | $ (1,309) | ||
Balance, shares at Dec. 31, 2017 | 85,103,673 | ||||
Issuance of warrants | 72,412 | 72,412 | |||
Net loss | (296,417) | (296,417) | |||
Balance at Dec. 31, 2018 | $ 85,104 | 72,412 | (382,830) | (225,314) | |
Balance, shares at Dec. 31, 2018 | 85,103,673 | ||||
Issuance of warrants | 129,929 | 129,929 | |||
Options issued - 2010 Plan | 257,143 | 257,143 | |||
Shares issued - 2010 Plan | $ 1,127 | 863,425 | 864,552 | ||
Shares issued - 2010 Plan, shares | 1,127,000 | ||||
Debt premium | (426,296) | (426,296) | |||
Debt premium accretion | 402,175 | 402,175 | |||
Shares issued for conversion of accrued interest | $ 225 | 36,775 | 37,000 | ||
Shares issued for conversion of accrued interest, shares | 225,000 | ||||
Shares issued for cash | $ 20 | 19,980 | 20,000 | ||
Shares issued for cash, shares | 20,000 | ||||
Net loss | (1,858,476) | (1,858,476) | |||
Balance at Dec. 31, 2019 | $ 86,476 | $ 1,355,543 | $ (2,241,304) | $ (799,287) | |
Balance, shares at Dec. 31, 2019 | 86,475,673 |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (1,858,476) | $ (296,417) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization of debt discount, incl. issuance of warrants | 185,163 | 77,585 |
Stock-based compensation expense | 1,121,694 | |
Changes in operating assets and liabilities: | ||
Other receivable | (50,000) | |
Accounts payable and accrued expenses | 85,486 | 23,447 |
Accounts payable related party | 85,100 | 9,481 |
Net cash provided by (used) in operating activities | (431,033) | (185,904) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Net cash used in investing activities | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from sale of common stock | 20,000 | |
Proceeds from issuance of convertible notes payable | 794,250 | 222,205 |
Re-payment of convertible note payable | (250,000) | |
Net cash provided by financing activities | 564,250 | 222,205 |
Net increase (decrease) in cash | 133,217 | 36,301 |
Cash, beginning of period | 36,411 | 110 |
Cash, end of period | 169,628 | 36,411 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||
Interest paid | 1,612 | |
Income taxes paid | 794,250 | |
NON-CASH INVESTING & FINANCING ACTIVITIES | ||
Issuance of Warrants | 129,929 | 72,412 |
Debt discount on convertible note | 60,038 | 22,622 |
Debt premium on convertible note | 426,296 | |
Accretion of debt premium to additional paid-in capital | (402,175) | |
Common shares issued for the conversion of accrued interest and principal | $ 37,000 |
Background and Organization
Background and Organization | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BACKGROUND AND ORGANIZATION | NOTE 1 – BACKGROUND AND ORGANIZATION Business Operations Bioxytran, Inc. (the "Company") is an early-stage pharmaceutical company focused on the development, manufacture and commercialization of therapeutic drugs designed to address hypoxia in humans, which is a lack of oxygen to tissues, in a safe and efficient manner. If it is not addressed, lack of oxygen to tissues, or hypoxia, results in necrosis, which is the death of cells comprising body tissue. Necrosis cannot be reversed. Our lead drug candidate, code named BXT-25, is an oxygen-carrying small molecule consisting of bovine hemoglobin stabilized with a co-polymer with intended applications to include treatment of hypoxic conditions in the brain resulting from stroke, and hypoxic conditions in wounds to prevent necrosis and to promote healing. The Company's initial focus is the treatment of hypoxic conditions in the brain resulting from stroke, and hypoxic conditions in wounds to prevent necrosis and to promote healing. The Company's approach potentially will result in the creation of safe drug alternatives to existing therapies for effectively addressing hypoxic conditions in humans. Our drug development efforts are guided by specialists in co-polymer chemistry and other disciplines, and we intend to supplement our efforts with input from a scientific and medical advisory board whose members are leading physicians. Organization Bioxytan, Inc. was organized on October 5, 2017 as a Delaware corporation, with a taxing structure for U.S. federal and state income tax as a C-Corporation with 95,000,000 authorized common shares with a par value of $0.0001, and 5,000,000 preferred shares with a par value of $0.0001. On September 21, 2018, the Company went under a reorganization in form of a reverse merger and is currently registered as a Nevada corporation with a taxing structure for U.S. federal and state income tax as a C-Corporation with 300,000,000 authorized common shares with a par value of $0.001, and 50,000,000 preferred shares with a par value of $0.001 Basis of Presentation The summary of significant accounting policies presented below is designed to assist in understanding the Company's consolidated financial statements. Such financial statements and accompanying notes are the representations of the Company's management, who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America ("U.S. GAAP") in all material respects and have been consistently applied in preparing the accompanying consolidated financial statements. The Company has not earned any revenue from operations since inception. The Company chose December 31 st Principles of Consolidation The accompanying consolidated financial statements include the accounts of Bioxytran, Inc. a Nevada Corporation and its wholly owned subsidiary, Bioxytran, Inc. of Delaware (collectively, the "Company"). All intercompany accounts have been eliminated upon consolidation. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A summary of the significant accounting policies applied in the preparation of the accompanying financial statements follows. Cash For purposes of the Statement of Cash Flows, the Company considers all highly liquid debt instruments purchased with a maturity date of three months or less to be cash equivalents. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of expenses during the reporting period. Significant estimates include the fair value of the Company's stock, stock-based compensation and the valuation allowance related to deferred tax assets. Actual results may differ from these estimates. Net Loss per Common Share, basic and diluted The Company computes earnings (loss) per share under Accounting Standards Codification subtopic 260-10, Earnings Per Share ("ASC 260-10"). Net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per share, if presented, would include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into common stock using the "treasury stock" and/or "if converted" methods as applicable. At December 31, 2019, we would, based on current market price of $0.285/share, be obligated to issue approximately 5,628,000 shares of common stock upon conversion of the currently outstanding Convertible Notes and 2,140,473 shares upon exercise of the warrants. For the Notes, the shares total is based on $901,274 of currently outstanding principal and unpaid interest. At December 31, 2018, we would, based on current market price of $0.51/share, be obligated to issue approximately 2,114,000 shares of common stock upon conversion of the outstanding Convertible Note and 208,333 shares upon exercise of the warrants. For the Notes, the shares total was based on $253,722 of currently outstanding principal and unpaid interest The conversion is priced to equal to the lesser of (i) the lowest trading price for the twenty-day period prior to the date of the Note or (ii) 65% of the lowest trading price during the twenty days prior to a conversion notice on the applicable trading market or the closing bid price on the applicable trading market. The Convertible Notes are limited to converting no more than 4.99% of our issued an outstanding common stock. Stock Based Compensation The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award on the grant date Stock-based compensation expense is recorded by the Company in the same expense classifications in the statements of operations, as if such amounts were paid in cash. As of December 31, 2019, there were 341,000 outstanding stock options with a fair market value of $257,143 at the time of award and 1,127,000 shares issued with a fair market value of $864,551 at the time of award. At December 31, 2018, there were no outstanding stock options, nor any shares awarded. Income Taxes The Company accounts for income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or be settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided when it is more likely than not that some portion of the gross deferred tax asset will not be realized. The Company records interest and penalties related to income taxes as a component of provision for income taxes. The Company did not recognize any interest and penalty expense for the years ended December 31, 2019 and 2018. On December 22, 2017, the Tax Cuts and Jobs Act (TCJA) was signed into law by the President of the United States. TCJA is a tax reform act that among other things, reduced corporate tax rates to 21 percent effective January 1, 2018. FASB ASC 740, Income Taxes, requires deferred tax assets and liabilities to be adjusted for the effect of a change in tax laws or rates in the year of enactment, which is the year in which the change was signed into law. Accordingly, the Company adjusted its deferred tax assets and liabilities at December 31, 2017, using the new corporate tax rate of 21 percent. See Note 8. Research and Development The Company accounts for research and development costs in accordance with Accounting Standards Codification subtopic 730-10, Research and Development ("ASC 730-10"). Under ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and development costs are expensed when the contracted work has been performed or as milestone results have been achieved as defined under the applicable agreement. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred. During the year ended December 31, 2019 and December 31, 2018 the Company did not incur significant research and development expenses. Fair Value Accounting Standards Codification subtopic 825-10, Financial Instruments ("ASC 825-10") requires disclosure of the fair value of certain financial instruments. The carrying value of cash and cash equivalents, accounts payable and accrued liabilities, and short-term borrowings, as reflected in the balance sheets, approximate fair value because of the short-term maturity of these instruments. All other significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. Where practicable the fair values of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed. The Company follows Accounting Standards Codification subtopic 820-10, Fair Value Measurements and Disclosures ("ASC 820-10") and Accounting Standards Codification subtopic 825-10, Financial Instruments ("ASC 825-10"), which permits entities to choose to measure many financial instruments and certain other items at fair value. Recent Accounting Pronouncements There were various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company's financial position, results of operations or cash flows. |
Going Concern and Management's
Going Concern and Management's Liquidity Plans | 12 Months Ended |
Dec. 31, 2019 | |
Going Concern and Management's Liquidity Plans [Abstract] | |
GOING CONCERN AND MANAGEMENT'S LIQUIDITY PLANS | NOTE 3 – GOING CONCERN AND MANAGEMENT'S LIQUIDITY PLANS As of December 31, 2019, the Company had cash of $169,628 and a negative working capital of $799,287. As of December 31, 2019, the Company has not yet generated any revenues, and has incurred cumulative net losses of $2,241,305. These conditions raise substantial doubt about the Company's ability to continue as a going concern. During the year ended December 31, 2019, the Company has raised a net of $794,250, while we have paid back $636,900 from issuance of debt in form of convertible notes, and $20,000 in cash proceeds from the issuance of common stock. During the same period in 2018 the company had raised a net of $222,205 from issuance of debt in form of convertible notes. The Company is aware that its current cash on hand will not be sufficient to fund its projected operating requirements through the month of March 2020 and is pursuing alternative opportunities to funding. The Company intends to raise additional capital through private placements of debt and equity securities, but there can be no assurance that these funds will be available on terms acceptable to the Company, or will be sufficient to enable the Company to fully complete its development activities or sustain operations. If the Company is unable to raise sufficient additional funds, it will have to develop and implement a plan to further extend payables, reduce overhead, or scale back its current business plan until sufficient additional capital is raised to support further operations. There can be no assurance that such a plan will be successful. Accordingly, the accompanying consolidated financial statements have been prepared in conformity with U.S. GAAP, which contemplates continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the financial statements do not necessarily purport to represent realizable or settlement values. The consolidated financial statements do not include any adjustment that might result from the outcome of this uncertainty. |
Accounts Payables and Accrued E
Accounts Payables and Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2019 | |
Accounts Payables and Accrued Expenses and Other Current Liabilities [Abstract] | |
ACCOUNTS PAYABLES AND ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | NOTE 4 – ACCOUNTS PAYABLES AND ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES On December 31, 2019, there was $96,000 Accrued Expenses in Accounts Payables to related parties in form of payroll and advanced expenses. On December 31, 2018 there was $10,900 Accrued Expenses in Accounts Payables to related parties. The following table represents the major components of accounts payables and accrued expenses and other current liabilities at December 31, 2019 and December 31, 2018: December 31, December 31, Accounts Payables related party (1) $ 96,000 $ 10,900 Professional fees 42,963 19,175 Interest 14,374 3,722 Payroll Taxes 7,344 - Other Accounts Payables 7,251 550 Convertible Note Payables 850,983 227,378 Total $ 1,018,915 $ 261,725 (1) 48,000 to each the CFO and the CEO for 8 months of salary for the period May through December 2019, 10,900 to the CFO for 1 month of salary and prepaid expenses during December 2018 |
Convertible Notes Payable
Convertible Notes Payable | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES PAYABLE | NOTE 5 – CONVERTIBLE NOTES PAYABLE As long as the following convertible notes remain outstanding, the Company cannot amend its charter in any matter that materially effects rights of noteholders, repay or repurchase more than de minimis number of shares of common stock other than conversion or warrant shares, repay or repurchase all or any portion of any indebtedness, or pay cash dividends. Auctus Note #1 On October 24, 2018 (the "Date of Issuance") the Company issued a convertible promissory note (the "Auctus Note #1") with a face value of $250,000, maturing on October 23, 2019, and a stated interest of 8% to a third-party investor. The Auctus Note #1 is convertible into common stock of the Company, par value $.001 per share (the "Common Stock") at any time after the earlier of: (i) 180 days from the date of the Auctus Note #1, or (ii) upon effective date of a registration statement. The conversion price of the Auctus Note #1 is equal to the lesser of: (i) the lowest trading price for the twenty-day period prior to the date of the Auctus Note #1 or (ii) 65% of the average of the three lowest trading prices during the twenty days prior to a conversion notice on the applicable trading market or the closing bid price on the applicable trading market. The Auctus Note #1 was funded on October 29, 2018, when the Company received proceeds of $222,205, after disbursements for the lender's transaction costs, fees and expenses which in aggregate resulted in a total discount of $27,795 to be amortized to interest expense over the life of the Auctus Note #1. Additionally, the variable conversion rate component requires that the Auctus Note #1 be valued at its stock redemption value (i.e., "if-converted" value) pursuant to ASC 480, Distinguishing Liabilities from Equity Along with the Auctus Note #1, on the Date of Issuance the Company issued 208,333 Common Stock Purchase Warrants (the "Warrants"), exercisable immediately at a fixed exercise price of $0.60 with an expiration date of October 23, 2023. The Company has determined that the Warrants are exempt from derivative accounting and were valued at $101,937 on the Date of Inception using the Black Scholes Options Pricing Model. Assumptions used for the Black Scholes Options Pricing Model include (1) stock price of $0.49 per share, (2) exercise price of $0.60 per share, (3) term of 5 years, (4) expected volatility of 251% and (5) risk free interest rate of 2.51%. The note proceeds of $250,000 were then allocated between the fair value of the Auctus Note #1 ($250,000) and the Warrants ($101,937), resulting in a debt discount of $72,412. As the warrants were exercisable immediately, this debt discount was amortized in its entirety to interest expense on the Date of Issuance. The Auctus Note #1 was payed-off at Maturity on 10/24/2019. Auctus Note #2 On February 25, 2019, the Company entered into a $250,000 Senior Secured Promissory Note ("the Auctus Note #2"), dated February 25, 2019 at an interest rate of 8% per annum, maturing on February 24, 2020 (the "Maturity Date"). Issuance fees totaling $27,750 were recorded as a debt discount, resulting in net proceeds of $222,250. The Auctus Note #2 is convertible into common stock of the Company, par value $.001 per share (the "Common Stock") at any time after the earlier of: (i) 180 days from the date of the Auctus Note #2 or (ii) upon effective date of a new registration statement. The conversion price of the Auctus Note #2 is equal to the lesser of: (i) the lowest trading price for the twenty-day period prior to the date of the Auctus Note #2 or (ii) 65% of the average of the three lowest trading prices during the twenty days prior to a conversion notice on the applicable trading market or the closing bid price on the applicable trading market. The Company may prepay the Auctus Note #2 at any time at a rate of 120% of outstanding principal and interest during the first 90 days it is outstanding and 130% of outstanding principal and interest for the next 90 days thereafter. Thereafter the prepayment amount increases 5% for each thirty-day period until 270 days from the issue date at which time it is fixed at 150% of the outstanding principal and interest on the Auctus Note #2. Additionally, the variable conversion rate component requires that the Auctus Note #2 be valued at its stock redemption value (i.e., "if-converted" value) pursuant to ASC 480, Distinguishing Liabilities from Equity, with the excess over the undiscounted face value being deemed a premium to be added to the principal balance and accreted to additional paid-in capital over the life of the Auctus Note #2. As such, the Company recorded a premium of $82,500 as a reduction to additional paid-in capital based on a discounted "if-converted" rate of $0.20 per share (lowest trading price during the 20 days preceding the note's issuance), which computed to 1,250,000 shares of 'if-converted' common stock with a redemption value of $332,500 due to $0.266 per share fair market value of the Company's stock on the Auctus Note #2's date of issuance. Debt discount amortization is recorded as interest expense, while debt premium accretion is recorded as an increase to additional paid-in capital. For the year ended at December 31, 2019, the Company amortized $16,271 debt discount to operations as interest expense, and accreted $16,949 of premium to additional paid-in capital. Along with the the Auctus Note #2, on the Date of Issuance the Company issued 208,333 Common Stock Purchase Warrants (the "Warrants"), exercisable immediately at a fixed exercise price of $0.60 with an expiration date of February 24, 2024. The Company has determined that the Warrants are exempt from derivative accounting and were valued at $55,417 on the Date of Inception using the Black Scholes Options Pricing Model. Assumptions used for the Black Scholes Options Pricing Model include (1) stock price of $0.27 per share, (2) exercise price of $0.60 per share, (3) term of 5 years, (4) expected volatility of 358% and (5) risk free interest rate of 2.48%. The Auctus Note #2 proceeds of $250,000 were then allocated between the fair value of the Auctus Note #2 ($250,000) and the Warrants ($55,417), resulting in a debt discount of $45,361. As the warrants are exercisable immediately, this debt discount was amortized in its entirety to issuance of warrants (other expenses) on the Date of Issuance. In the period October 23, 2019 through December 30, 2019, the Company entered into five separate Secured Promissory Note Agreements ("SPA") with a face value of $636,900, and received net proceeds of $572,000. The Notes are convertible into common stock of the Company, par value $.001 per share (the "Common Stock") at any time after the earlier of: (i) 180 days from the date of the Note or (ii) upon effective date of a registration statement. The conversion price of the Notes is equal to 65% of the lowest trading price at close during the twenty days prior to a conversion notice. The debt discount of $64,900 is amortized over the duration of the loans. The Debentures permit the Company to pre-pay its obligations at a premium prior to maturity. Further, the Company issued five-year warrants with cashless exercise provisions to purchase a total of 200,000 shares of Common Stock of the Company at an exercise price of $2.00 per share with cashless exercise provisions to four of the Lenders. The Company has determined that the Warrants are exempt from derivative accounting. The note proceeds of $636,900 were then allocated between the fair value of the Notes ($636,900) and the Warrants ($103,200), resulting in a debt discount of resulting in a fully amortized debt discount of $84,568. As the warrants were exercisable immediately, this debt discount was amortized in its entirety to interest expense on the Date of Issuance. A summary of the outstanding notes at December 31, 2019, are as follows: Debtor Date of Maturity Principal Net Interest Warrants Issued Term Exercise Amortization Debt Auctus Note #2 02/25/2019 02/25/2020 $ 250,000 $ 222,250 8 % 208,333 5 $ 0.60 $ 45,361 $ 27,795 GS Capital 10/30/2019 10/30/2020 125,000 109,500 4 % 50,000 5 2.00 23,867 15,500 Power Up 10/24/2019 10/23/2020 106,000 100,000 8 % - - - - 6,000 Peak One 10/23/2019 10/22/2022 120,000 103,000 0 % 50,000 5 2.00 21,606 17,000 Tangiers 10/23/2019 10/22/2020 106,300 100,000 8 % 50,000 5 2.00 21,116 6,300 FirstFire 11/20/2019 11/20/2020 125,000 109,500 4 % 50,000 5 2.00 17,979 15,500 Power Up 12/30/2019 12/30/2020 54,600 50,000 * 8 % - - - - 4,600 $ 886,900 $ 794,250 408,333 $ 129,929 $ 92,695 * Deposit in transit Convertible notes payable consists of the following at December 31, 2019 and December 31, 2018: December 31, December 31, Principal balance $ 886,900 $ 250,000 Unamortized debt discount (60,038 ) (22,622 ) Unamortized debt premium 24,121 - Outstanding, net of debt discount and premium $ 850,983 $ 227,378 |
Stockholders_ Equity
Stockholders’ Equity | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 6 – STOCKHOLDERS' EQUITY At a Board of Director's Meeting on July 30, 2018, the Company authorized a reverse split that resulted in a reduction of the number of outstanding and issued shares of both common and preferred stock so that after the split became effective on August 13, 2018, the shares of both common and preferred stock were reduced to 1 share for each 30 shares currently issued and outstanding. The effect on the Balance Sheet is a transfer of value from stock value at par to Additional Paid-in Capital. As a result of the one (1) for thirty (30) reverse stock split, the Company will continue to be authorized to issue 300,000,000 shares of Common Stock, and 50,000,000 shares of Preferred Stock. The reverse split has been retroactively applied to all periods presented. Preferred stock As of December 31, 2019 and 2018, no preferred shares have been designated or issued. Common stock On May 30, 2019, 25,000 shares of common stock were issued as a result of conversion of accrued interest on the Auctus Note #1 at $0.20 per share for a total of $5,000. On July 18, 2019, 25,000 shares of common stock were issued as a result of conversion of accrued interest on the Auctus Note #1 at $0.20 per share for a total of $5,000. On August 20, 2019, 20,000 shares of common stock were sold and issued from the active S-1 at $1 per share for a total of $20,000. On August 22, 2019, 25,000 shares of common stock were issued as a result of conversion of accrued interest on the Auctus Note #1 at $0.20 per share for a total of $5,000. On October 8, 2019, 50,000 shares of common stock were issued as a result of conversion of principal as well as accrued interest on the Auctus Note #1 at $0.20 per share for a total of $10,000. On November 8, 2019, 100,000 shares of common stock were issued as a result of conversion of accrued interest on the Auctus Note #2 at $0.12 per share for a total of $12,000. Between November 2, 2018 and December 31, 2019, 1,127,000 shares were awarded with an average cost per share of $0.77, under the 2010 Stock Plan for a total value of $864,551. For details, see Shares Awarded and Issued under Note 5. As of December 31, 2019, the Company has 86,475,673 shares of common stock issued and outstanding. At December 31, 2018 there were 85,103,673 shares of common stock issued and outstanding. Common Stock Options/Warrants For the year ended December 31, 2019 the Company issued 408,333 Warrants as part of a convertible note agreements. The warrants total value allocated to debt discount was $129,929. For the year ended December 31, 2018 the Company issued 208,333 Warrants as part of a convertible note agreement. The warrants total value allocated to debt discount was $72,412. For details, see Convertible Note Payable under Note 3. The following table summarizes the Company's common stock warrant activity for the year ended December 31, 2019 and 2018: Weighted Weighted- Number of Warrants Exercise Expected Outstanding as of January 1, 2018 - $ - - Granted 208,333 0.60 5.0 Exercised - - - Forfeited/Cancelled - - - Outstanding as of December 31, 2018 208,333 $ 0.60 4.8 Granted 408,333 1.29 5.0 Exercised - - - Forfeited/Cancelled - - - Outstanding as of December 31, 2019 616,666 $ 1.06 4.2 Through December 31, 2019 there were 341,000 options were awarded under the 2010 Stock Option Plan. The options total fair value at the time of award was $257,143. There were no options awarded in 2018. The following table summarizes the Company's common stock warrant and options activity for the year ended at December 31, 2019 and the year ended December 31, 2018: Weighted Weighted- Number of Options Exercise Expected Outstanding as of January 1, 2018 - $ - - Granted - - - Exercised - - - Forfeited/Cancelled - - - Outstanding as of December 31, 2018 - $ - - Granted 341,000 0.96 3.0 Exercised - - - Forfeited/Cancelled - - - Outstanding as of December 31, 2019 341,000 $ 0.96 2.7 |
Stock Option Plan and Stock-Bas
Stock Option Plan and Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
STOCK OPTION PLAN AND STOCK-BASED COMPENSATION | NOTE 7 – STOCK OPTION PLAN AND STOCK-BASED COMPENSATION During the year ended December 31, 2010, the Company adopted a stock option plan entitled "The 2010 Stock Plan" (2010 Plan) under which the Company may grant Options to Purchase Stock, Stock Awards or Stock Appreciation Rights up to 15% of common stock, automatically adjusted on January 1 each year. As of December 31, 2018, there were no outstanding awards under the 2010 Plan. As of December 31, 2019, there were 341,000 outstanding stock options with a fair market value of $257,143 and 1,127,000 shares issued with a fair market value of $864,551 at the time of award. At December 31, 2018, there were no outstanding stock options, nor any shares awarded. Under the terms of the stock plans, the Board of Directors shall specify the exercise price and vesting period of each stock option on the grant date. Vesting of the options is typically immediate and the options typically expire in five years. Stock Awards may be directly issued under the Plan (without any intervening options). Stock Awards may be issued which are fully and immediately vested upon issuance. Shares Awarded and Issued: On November 2, 2018, the Company granted 4,000 shares with a fair market value of $0.51 to four members of the Company Board as compensation for their contribution in the Company's Board of Directors, for a total of $2,040. The shares were issued in 2019. On November 6, 2018, the Company granted 1,000 shares with a fair market value of $0.52 to one member of the Audit Committee as compensation for his contribution in this Company Committee, for a total of $520. The shares were issued in 2019. On November 29, 2018, the Company granted 4,000 shares with a fair market value of $1.00 to four members of the Audit Committee as compensation for his contribution in this Company Committee, for a total of $4,000. The shares were issued in 2019. On March 7, 2019, the Company granted 3,000 shares with a fair market value of $0.27 to three members of the Audit Committee as compensation for their contribution in the Audit Committee, for a total of $810. On March 11, 2019 the Company granted 100,000 shares with a fair market value of $0.266, to a consultant as compensation for their work with the Company's IR, for a total of $26,600. On May 10, 2019 the Company granted 3,000 shares with a fair market value of $1.00 to three members of the Audit Committee as compensation for their contribution in the Audit Committee, for a total of $3,000. On May 17, 2019, the Company granted 4,000 shares with a fair market value of $1.49 to four members of the Company Board as compensation for their contribution in the Company's Board of Directors, for a total of $5,960. On June 11, 2019 the Company granted 250,000 shares with a fair market value of $1.39 to a Financial Advisory Board Member for his contribution in the Company's Advisory Board, for a total of $347,500. On July 15, 2019 the Company granted 100,000 shares with a fair market value of $0.75 to a Financial Advisory Board Member for his contribution in the Company's Advisory Board, for a total of $75,000. On July 16, 2019 the Company granted 100,000 shares with a fair market value of $1.00 to a Financial Advisory Board Member for his contribution in the Company's Advisory Board, for a total of $100,000. On August 9, 2019, the Company granted 2,000 shares with a fair market value of $0.80 to two members of the Audit Committee as compensation for their contribution in the Audit Committee, for a total of $1,600. On October 17, 2019 the Company granted 3,000 shares with a fair market value of $0.60 to four members of the Company Board as compensation for their contribution in the Company's Board of Directors, for a total of $1,800. On October 21, 2019 the Company granted 300,000 shares with a fair market value of $0.554 at the time of award, to a consultant as compensation for their work with the Company's IR, for a total of $166,283. On November 8, 2019 the Company granted 3,000 shares with a fair market value of $0.65 to four members of the Company Board as compensation for their contribution in the Company's Board of Directors, for a total of $1,950. On November 11, 2019 granted a subcontractor 250,000 shares with a fair market value of $0.51 at the time of award, as compensation for their work with the Company's IR, for a total of $127,500. Number of Shares Fair Value Weighted Shares Granted as of December 31, 2018 - $ - $ - Shares Granted 1,127,000 0.27 - 1.49 0.77 Shares Granted not Issued as of December 31, 2019 1,127,000 $ 0.27 - 1.49 $ 0.77 For the year ended December 31, 2019, the Company recorded stock-based compensation expense of $864,551 in connection with share-based payment awards. The Company did not record any recorded stock-based compensation expense during 2018. Stock options granted and vested: On May 1, 2019, the Company granted 45,000 three-year options at an exercise price of $1.21, to a Medical Advisory Board Member for his contribution in the Company's Advisory Board. The options total fair value at the time of award was $44,820. On July 1, 2019 the Company granted 3,000 three-year options at an exercise price of $1.09 to a Medical Advisory Board Member for his contribution in the Company's Advisory Board. The options total fair value at the time of award was $2,447. On August 1, 2019 the Company granted 45,000 three-year options at an exercise price of $1.10 a Medical Advisory Board Member for his contribution in the Company's Advisory Board. The options total fair value at the time of award was $39,731. On September 13, 2019 the Company granted 200,000 three-year options at an exercise price of $0.95 to two Financial Advisory Board Members for their contribution in the Company's Advisory Board. The options total fair value at the time of award was $141,060. On October 1, 2019 the Company granted 3,000 three-year options at an exercise price of $0.73 a Medical Advisory Board Member for his contribution in the Company's Advisory Board. The options total fair value at the time of award was $1,635. On November 1, 2019 the Company granted 45,000 three-year options at an exercise price of $0.61 a Medical Advisory Board Member for his contribution in the Company's Advisory Board. The options total fair value at the time of award was $27,450. The fair value of stock options granted and revaluation of non-employee consultant options for the year ended December 31, 2019 was calculated with the following assumptions: 2019 Risk-free interest rate 1.34 - 2.32 % Expected dividend yield 0 % Volatility factor (weekly) 122.25 % Expected life of option 3 years For the year ended December 31, 2019, the Company recorded compensation expense of $257,143 in connection with awarded stock options. The Company did not record any awarded option valuation as compensation expense during 2018. As at December 31, 2019, there was no unrecognized compensation expense related to non-vested stock option awards. The following table summarizes the Company's stock option activity during the year ended at December 31, 2019: Number of Shares Exercise Weighted Outstanding as of December 31, 2018 - $ - $ - Granted 341,000 0.61 - 1.21 0.96 Exercised - - - Options forfeited/cancelled - - - Outstanding as of December 31, 2019 341,000 $ 0.61 - 1.21 $ 0.96 The following table summarizes information about stock options that are vested or expected to vest at December 31, 2019: Options Outstanding Exercisable Options Exercise Number of Options Weighted Average Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Number of Options Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic $ 0.61 45,000 $ 0.61 2.84 $ - 45,000 $ 0.61 2.84 $ - 0.73 3,000 0.73 2.73 - 3,000 0.73 2.73 - 0.95 200,000 0.95 2.70 - 200,000 0.95 2.70 - 1.09 3,000 1.09 2.50 - 3,000 1.09 2.50 - 1.10 45,000 1.10 2.58 - 45,000 1.10 2.58 - 1.21 45,000 1.21 2.33 - 45,000 1.21 2.33 - $ 0.61-1.21 341,000 $ 0.96 2.65 $ - 341,000 $ 0.96 2.65 $ - The following table sets forth the status of the Company's non-vested stock options as of December 31, 2019 and December 31, 2018: Number of Weighted- Non-vested as of December 31, 2018 - $ - Granted 341,000 0.77 Forfeited - - Vested 341,000 0.77 Non-vested as of December 31, 2019 - $ - The weighted-average remaining contractual life for options exercisable at December 31, 2019 is 2.65 years. The aggregate intrinsic value for fully vested, exercisable options was $0 at December 31, 2019. The aggregate intrinsic value of options exercised for the year ended at December 31, 2019 was $0 as no options were exercised. The actual tax benefit realized from stock option exercises for the year ended at December 31, 2018 was no options available for exercise. At December 31, 2019 the Company has 11,297,551 options or stock awards available for grant under the 2010 Plan. |
Provision for Income Taxes
Provision for Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Provision for Income Taxes | NOTE 8 – PROVISION FOR INCOME TAXES Provision for Income Taxes During the year ended December 31, 2019 and December 31, 2018, no provision for income taxes was recorded as the Company generated net operating losses. The tax effects of temporary differences that give rise to deferred tax assets are presented below: 2019 2018 Deferred Tax Assets: Net operating loss carryforward $ 832,590 $ 226,660 Total deferred tax assets 174,840 47,590 Valuation allowance (174,840 ) (47,590 ) Deferred tax asset, net of valuation allowance $ - $ - A reconciliation of the statutory federal income tax rate to the Company's effective tax rate is as follows: Tax benefit at federal statutory rate (21.0 )% (21.0 )% The Company assesses the likelihood that deferred tax assets will be realized. To the extent that realization is not likely, a valuation allowance is established. Based upon the Company's history of losses since inception, management believes that it is more likely than not that future benefits of deferred tax assets will not be realized. At December 31, 2019, the Company had approximately $832,590 of federal net operating losses that may be available to offset future taxable income, At December 31, 2018, the Company had approximately $226,660 of federal net operating losses that may be available to offset future taxable income. $2,870 of the net operating loss carry forwards (NOL), if not utilized, will expire in 2037 for federal purposes, the remaining amount of NOL can be carried forward indefinitely. As of the fiscal year 2019, a deduction for issued warrants and stock options and restricted shares awarded from the 2010 Stock Plan for a total of $1,324,035 has not yet been made, for the fiscal year 2018 this total was $72,412. The market value less exercise price for these awards will be deducted if and when the warrants and stock options are exercised, while the restricted shares will be deducted at market value at the date they were awarded, once the restriction is removed. Pursuant to the Internal Revenue Code Section 382 ("Section 382"), certain ownership changes may subject the net operating loss carryforwards ("carryforwards") and research and development tax credit carryforwards to annual limitations which could reduce or defer the carryforwards. Section 382 imposes limitations on a corporation's ability to utilize carryforwards if it experiences an ownership change. An ownership change may result from transactions increasing the ownership of certain stockholders in the stock of a corporation by more than 50 percentage points over a three-year period. In the event of an ownership change, utilization of the carryforwards would be subject to an annual limitation under Section 382 determined by multiplying the value of its stock at the time of the ownership change by the applicable long-term tax-exempt rate. Any unused annual limitation may be carried over to later years. The imposition of this limitation on its ability to use the carryforwards to offset future taxable income could cause the Company to pay U.S. federal income taxes earlier than if such limitation were not in effect and could cause such carryforwards to expire unused, reducing or eliminating the benefit of such carryforwards. The Company has not completed a Section 382 study to determine if there have been one or more ownership changes due to the costs associated with such a study. Until a study is completed and the extent of the limitations, if any, is able to be determined, no additional amounts have been written off or are being presented as an uncertain tax position. On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cut and Jobs Act (the "Tax Act"). The Tax Act establishes new tax laws that affects 2018 and future years, including a reduction in the U.S. federal corporate income tax rate to 21%, effective January 1, 2018 The Company applies the provisions of ASC 740-10, Income Taxes. The Company has not recognized any liability for unrecognized tax benefits and does not believe there is any uncertainty with respect to its tax position. The Company's policy with respect to unrecognized tax benefits is to recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal and state jurisdictions, where applicable. There are currently no pending income tax examinations. Earlier years may be examined to the extent that tax credit or net operating loss carryforwards are used in future periods. The Company's policy is to record interest and penalties related to income taxes as part of its income tax provision. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 9 – COMMITMENTS AND CONTINGENCIES Employment contracts The Company's executive officers have entered employment contracts and confidentiality, non-disclosure and assignment of invention agreements. The employment agreements do not provide for the payment of any compensation to our executive officers but provide for the payment of $100,000 in severance upon termination of employment without cause and make no provisions for any payment upon a change of control. Litigation In the normal course of business, the Company may be involved in legal proceedings, claims and assessments arising in the ordinary course of business. Such matters are subject to many uncertainties, and outcomes are not predictable with assurance. Legal fees for such matters are expensed as incurred and we accrue for adverse outcomes as they become probable and estimable. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10 – SUBSEQUENT EVENTS The Company has evaluated events from December 31, 2019 through the date the financial statements were issued. The events requiring disclosure for this period are as follows; Common stock On January 3, 2020, 100,000 shares of common stock were issued as a result of conversion of accrued interest and principal on the Auctus Note #2 for a total of $12,000. On February 18, 2020, 250,000 shares of common stock were issued as a result of conversion of accrued interest and principal on the Auctus Note #2 for a total of $21,632. On March 12, 2020, 750,000 of common stock were issued in exchange for 416,666 warrants in a cashless exercise, originating from Auctus Notes #1 and #2 for a total of $250,500. Shares Awarded and Issued under the 2010 Stock Plan: On January 1, 2020 the Company granted 250,000 shares with a fair market value of $0.285/share at the time of award, to a consultant for assistance with the Companies PR work, for a total of $71,250. On January 31, 2020 the Company granted two subcontractors a total of 200,000 shares with a fair market value of $0.14/share at the time of award, as compensation for their work with the Company's marketing efforts, for a total of $28,000. Options Awarded and Issued under the 2010 Stock Plan: On January 1, 2019 the Company granted 3,000 three-year options at an exercise price of $0.31 a Medical Advisory Board Member for his contribution in the Company's Advisory Board. The options total fair value at the time of award was $603. On February 1, 2020 the Company granted 45,000 three-year options at an exercise price of $0.15 a Medical Advisory Board Member for his contribution in the Company's Advisory Board. The options total fair value at the time of award was $4,401. Issuance of Convertible Notes Payables During the period January 10, 2020 through February 19, 2020, the Company entered into three separate 1-year Secured Promissory Note Agreements ("SPA") with a face value of $236,600, and received net proceeds of $209,500. The Notes are convertible into common stock of the Company, par value $.001 per share (the "Common Stock") at any time after the earlier of: (i) 180 days from the date of the Note or (ii) upon effective date of a registration statement. The conversion price of the Notes is equal to 65% of the lowest trading price at close during the twenty days prior to a conversion notice. The debt discount of $31,000 is amortized over the duration of the loans. The Debentures permit the Company to pre-pay its obligations at a premium prior to maturity. Further, the Company issued five-year warrants with cashless exercise provisions to purchase a total of 72,000 shares of Common Stock of the Company at an exercise price of $2.00 per share with cashless exercise provisions to the three Lenders. The Company has determined that the Warrants are exempt from derivative accounting. The note proceeds of $236,600 were then allocated between the fair value of the Notes ($236,600) and the Warrants ($18,547), resulting in a debt discount of resulting in a fully amortized debt discount of $16,002. As the warrants were exercisable immediately, this debt discount was amortized in its entirety to interest expense on the Date of Issuance. The proceeds from these Notes were used to pay off the Auctus Note #2, maturing on February 25, 2020, and for working capital. The Convertible Note transactions included in these subsequent events resulted in a Net Debt reduction of $13,400. Debtor Date of Maturity Principal Net Interest Warrants Issued Term Exercise Amortization Debt EMA Financial 01/10/2020 01/10/2021 $ 125,000 $ 109,500 4 % 50,000 5 $ 2.00 $ 5,948 $ 15,500 Crown Bridge 02/20/2020 02/20/2021 55,000 48,000 4 % 22,000 5 2.00 10,054 7,000 PowerUp 02/19/2020 02/19/2021 56,600 52,000 8 % - - - - 4,600 $ 236,600 $ 209,500 72,000 $ 16,002 $ 31,000 The management see no further subsequent events requiring disclosure. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Cash | Cash For purposes of the Statement of Cash Flows, the Company considers all highly liquid debt instruments purchased with a maturity date of three months or less to be cash equivalents. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of expenses during the reporting period. Significant estimates include the fair value of the Company's stock, stock-based compensation and the valuation allowance related to deferred tax assets. Actual results may differ from these estimates. |
Net Loss per Common Share, basic and diluted | Net Loss per Common Share, basic and diluted The Company computes earnings (loss) per share under Accounting Standards Codification subtopic 260-10, Earnings Per Share ("ASC 260-10"). Net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per share, if presented, would include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into common stock using the "treasury stock" and/or "if converted" methods as applicable. At December 31, 2019, we would, based on current market price of $0.285/share, be obligated to issue approximately 5,628,000 shares of common stock upon conversion of the currently outstanding Convertible Notes and 2,140,473 shares upon exercise of the warrants. For the Notes, the shares total is based on $901,274 of currently outstanding principal and unpaid interest. At December 31, 2018, we would, based on current market price of $0.51/share, be obligated to issue approximately 2,114,000 shares of common stock upon conversion of the outstanding Convertible Note and 208,333 shares upon exercise of the warrants. For the Notes, the shares total was based on $253,722 of currently outstanding principal and unpaid interest The conversion is priced to equal to the lesser of (i) the lowest trading price for the twenty-day period prior to the date of the Note or (ii) 65% of the lowest trading price during the twenty days prior to a conversion notice on the applicable trading market or the closing bid price on the applicable trading market. The Convertible Notes are limited to converting no more than 4.99% of our issued an outstanding common stock. |
Stock Based Compensation | Stock Based Compensation The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award on the grant date Stock-based compensation expense is recorded by the Company in the same expense classifications in the statements of operations, as if such amounts were paid in cash. As of December 31, 2019, there were 341,000 outstanding stock options with a fair market value of $257,143 at the time of award and 1,127,000 shares issued with a fair market value of $864,551 at the time of award. At December 31, 2018, there were no outstanding stock options, nor any shares awarded. |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or be settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided when it is more likely than not that some portion of the gross deferred tax asset will not be realized. The Company records interest and penalties related to income taxes as a component of provision for income taxes. The Company did not recognize any interest and penalty expense for the years ended December 31, 2019 and 2018. On December 22, 2017, the Tax Cuts and Jobs Act (TCJA) was signed into law by the President of the United States. TCJA is a tax reform act that among other things, reduced corporate tax rates to 21 percent effective January 1, 2018. FASB ASC 740, Income Taxes, requires deferred tax assets and liabilities to be adjusted for the effect of a change in tax laws or rates in the year of enactment, which is the year in which the change was signed into law. Accordingly, the Company adjusted its deferred tax assets and liabilities at December 31, 2017, using the new corporate tax rate of 21 percent. See Note 8. |
Research and Development | Research and Development The Company accounts for research and development costs in accordance with Accounting Standards Codification subtopic 730-10, Research and Development ("ASC 730-10"). Under ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and development costs are expensed when the contracted work has been performed or as milestone results have been achieved as defined under the applicable agreement. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred. During the year ended December 31, 2019 and December 31, 2018 the Company did not incur significant research and development expenses. |
Fair Value | Fair Value Accounting Standards Codification subtopic 825-10, Financial Instruments ("ASC 825-10") requires disclosure of the fair value of certain financial instruments. The carrying value of cash and cash equivalents, accounts payable and accrued liabilities, and short-term borrowings, as reflected in the balance sheets, approximate fair value because of the short-term maturity of these instruments. All other significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. Where practicable the fair values of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed. The Company follows Accounting Standards Codification subtopic 820-10, Fair Value Measurements and Disclosures ("ASC 820-10") and Accounting Standards Codification subtopic 825-10, Financial Instruments ("ASC 825-10"), which permits entities to choose to measure many financial instruments and certain other items at fair value. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements There were various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company's financial position, results of operations or cash flows. |
Accounts Payables and Accrued_2
Accounts Payables and Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounts Payables and Accrued Expenses and Other Current Liabilities [Abstract] | |
Schedule of accounts payables and accrued expenses and other current liabilities | December 31, December 31, Accounts Payables related party (1) $ 96,000 $ 10,900 Professional fees 42,963 19,175 Interest 14,374 3,722 Payroll Taxes 7,344 - Other Accounts Payables 7,251 550 Convertible Note Payables 850,983 227,378 Total $ 1,018,915 $ 261,725 (1) 48,000 to each the CFO and the CEO for 8 months of salary for the period May through December 2019, 10,900 to the CFO for 1 month of salary and prepaid expenses during December 2018 |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of outstanding notes | Debtor Date of Maturity Principal Net Interest Warrants Issued Term Exercise Amortization Debt Auctus Note #2 02/25/2019 02/25/2020 $ 250,000 $ 222,250 8 % 208,333 5 $ 0.60 $ 45,361 $ 27,795 GS Capital 10/30/2019 10/30/2020 125,000 109,500 4 % 50,000 5 2.00 23,867 15,500 Power Up 10/24/2019 10/23/2020 106,000 100,000 8 % - - - - 6,000 Peak One 10/23/2019 10/22/2022 120,000 103,000 0 % 50,000 5 2.00 21,606 17,000 Tangiers 10/23/2019 10/22/2020 106,300 100,000 8 % 50,000 5 2.00 21,116 6,300 FirstFire 11/20/2019 11/20/2020 125,000 109,500 4 % 50,000 5 2.00 17,979 15,500 Power Up 12/30/2019 12/30/2020 54,600 50,000 * 8 % - - - - 4,600 $ 886,900 $ 794,250 408,333 $ 129,929 $ 92,695 * Deposit in transit |
Schedule of convertible notes payable | December 31, December 31, Principal balance $ 886,900 $ 250,000 Unamortized debt discount (60,038 ) (22,622 ) Unamortized debt premium 24,121 - Outstanding, net of debt discount and premium $ 850,983 $ 227,378 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Schedule of company's common stock warrants activity | Weighted Weighted- Number of Warrants Exercise Expected Outstanding as of January 1, 2018 - $ - - Granted 208,333 0.60 5.0 Exercised - - - Forfeited/Cancelled - - - Outstanding as of December 31, 2018 208,333 $ 0.60 4.8 Granted 408,333 1.29 5.0 Exercised - - - Forfeited/Cancelled - - - Outstanding as of December 31, 2019 616,666 $ 1.06 4.2 Weighted Weighted- Number of Options Exercise Expected Outstanding as of January 1, 2018 - $ - - Granted - - - Exercised - - - Forfeited/Cancelled - - - Outstanding as of December 31, 2018 - $ - - Granted 341,000 0.96 3.0 Exercised - - - Forfeited/Cancelled - - - Outstanding as of December 31, 2019 341,000 $ 0.96 2.7 |
Stock Option Plan and Stock-B_2
Stock Option Plan and Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Summary of fair value of stock awards granted | Number of Shares Fair Value Weighted Shares Granted as of December 31, 2018 - $ - $ - Shares Granted 1,127,000 0.27 - 1.49 0.77 Shares Granted not Issued as of December 31, 2019 1,127,000 $ 0.27 - 1.49 $ 0.77 |
Summary of stock options granted valuation assumptions | 2019 Risk-free interest rate 1.34 - 2.32 % Expected dividend yield 0 % Volatility factor (weekly) 122.25 % Expected life of option 3 years |
Summary of stock option activity | Number of Shares Exercise Weighted Outstanding as of December 31, 2018 - $ - $ - Granted 341,000 0.61 - 1.21 0.96 Exercised - - - Options forfeited/cancelled - - - Outstanding as of December 31, 2019 341,000 $ 0.61 - 1.21 $ 0.96 |
Summary of stock options vested or expected to vest | Options Outstanding Exercisable Options Exercise Number of Options Weighted Average Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Number of Options Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic $ 0.61 45,000 $ 0.61 2.84 $ - 45,000 $ 0.61 2.84 $ - 0.73 3,000 0.73 2.73 - 3,000 0.73 2.73 - 0.95 200,000 0.95 2.70 - 200,000 0.95 2.70 - 1.09 3,000 1.09 2.50 - 3,000 1.09 2.50 - 1.10 45,000 1.10 2.58 - 45,000 1.10 2.58 - 1.21 45,000 1.21 2.33 - 45,000 1.21 2.33 - $ 0.61-1.21 341,000 $ 0.96 2.65 $ - 341,000 $ 0.96 2.65 $ - |
Summary of non-vested stock options | Number of Weighted- Non-vested as of December 31, 2018 - $ - Granted 341,000 0.77 Forfeited - - Vested 341,000 0.77 Non-vested as of December 31, 2019 - $ - |
Provision for Income Taxes (Tab
Provision for Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of deferred tax assets | 2019 2018 Deferred Tax Assets: Net operating loss carryforward $ 832,590 $ 226,660 Total deferred tax assets 174,840 47,590 Valuation allowance (174,840 ) (47,590 ) Deferred tax asset, net of valuation allowance $ - $ - |
Schedule of effective tax rate | Tax benefit at federal statutory rate (21.0 )% (21.0 )% |
Subsequent Events (Tables)
Subsequent Events (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Schedule of convertible note payable | Debtor Date of Maturity Principal Net Interest Warrants Issued Term Exercise Amortization Debt EMA Financial 01/10/2020 01/10/2021 $ 125,000 $ 109,500 4 % 50,000 5 $ 2.00 $ 5,948 $ 15,500 Crown Bridge 02/20/2020 02/20/2021 55,000 48,000 4 % 22,000 5 2.00 10,054 7,000 PowerUp 02/19/2020 02/19/2021 56,600 52,000 8 % - - - - 4,600 $ 236,600 $ 209,500 72,000 $ 16,002 $ 31,000 |
Background and Organization (De
Background and Organization (Details) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 | Sep. 21, 2018 | Oct. 05, 2017 |
Background and Organization (Textual) | ||||
Common stock, par value | $ 0.001 | $ 0.001 | ||
Common stock, shares authorized | 300,000,000 | 300,000,000 | ||
Preferred stock, par value | $ 0.001 | $ 0.001 | ||
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | ||
Delaware [Member] | ||||
Background and Organization (Textual) | ||||
Common stock, par value | $ 0.001 | $ 0.0001 | ||
Common stock, shares authorized | 300,000,000 | 95,000,000 | ||
Preferred stock, par value | $ 0.001 | $ 0.0001 | ||
Preferred stock, shares authorized | 50,000,000 | 5,000,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Summary of Significant Accounting Policies (Textual) | |||
Stock-based compensation expense | $ 1,121,694 | ||
Market price per share | $ 0.285 | $ 0.51 | |
Conversion of common stock | 5,628,000 | 2,114,000 | |
Exercise warrants | 208,333 | ||
Principle amount | $ 901,274 | $ 253,722 | |
Convertible notes, description | (i) the lowest trading price for the twenty-day period prior to the date of the Note or (ii) 65% of the lowest trading price during the twenty days prior to a conversion notice on the applicable trading market or the closing bid price on the applicable trading market. The Convertible Notes are limited to converting no more than 4.99% of our issued an outstanding common stock. | ||
Percentage of deferred tax assets and liabilities | 21.00% | ||
Stock Option [Member] | |||
Summary of Significant Accounting Policies (Textual) | |||
Options outstanding | 341,000 | ||
Fair market value of stock options | $ 257,143 | ||
Fair market value of shares issued | 1,127,000 | ||
Un-issued shares liability | $ 864,551 | ||
Stock Option [Member] | Warrant [Member] | |||
Summary of Significant Accounting Policies (Textual) | |||
Warrants outstanding | 2,140,473 | 208,333 |
Going Concern and Management'_2
Going Concern and Management's Liquidity Plans (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Going Concern and Management's Liquidity Plans (Textual) | |||
Cash | $ 169,628 | $ 36,411 | $ 110 |
Negative working capital | 799,287 | ||
Cumulative net losses | 2,241,305 | 382,830 | |
Proceeds from issuance of debt | 794,250 | 222,205 | |
Cash proceeds issuance of common stock | 20,000 | ||
Paid back issuance of convertible debt | $ 636,900 |
Accounts Payables and Accrued_3
Accounts Payables and Accrued Expenses and Other Current Liabilities (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 | |
Accounts Payables and Accrued Expenses and Other Current Liabilities [Abstract] | |||
Accounts Payables related party | [1] | $ 96,000 | $ 10,900 |
Professional fees | 42,963 | 19,175 | |
Interest | 14,374 | 3,722 | |
Payroll Taxes | 7,344 | ||
Other Accounts Payables | 7,251 | 550 | |
Convertible Note Payables | 850,983 | 227,378 | |
Total | $ 1,018,915 | $ 261,725 | |
[1] | 48,000 to each the CFO and the CEO for 8 months of salary for the period May through December 2019, 10,900 to the CFO for 1 month of salary and prepaid expenses during December 2018. |
Accounts Payables and Accrued_4
Accounts Payables and Accrued Expenses and Other Current Liabilities (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Accounts Payables and Accrued Expenses and Other Current Liabilities (Textual) | ||
Accrued expenses in accounts payables to related parties | $ 96,000 | $ 10,900 |
CFO and CEO [Member] | ||
Accounts Payables and Accrued Expenses and Other Current Liabilities (Textual) | ||
Accrued salary expenses | $ 48,000 | |
Duration of accrued salary paid | 8 months | |
CFO [Member] | ||
Accounts Payables and Accrued Expenses and Other Current Liabilities (Textual) | ||
Accrued salary expenses | $ 10,900 | |
Duration of accrued salary paid | 1 month |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | ||
Principal Amount | $ 886,900 | ||
Net Received | $ 794,250 | ||
Warrants Issued | 408,333 | ||
Amortization of Warrants | $ 129,929 | ||
Debt Discount | $ 185,163 | $ 77,585 | |
Auctus Note #2 [Member] | |||
Debtor | Auctus Note #2 | ||
Date of Issuance | Feb. 25, 2019 | ||
Maturity Date | Feb. 25, 2020 | ||
Principal Amount | $ 250,000 | ||
Net Received | $ 222,250 | ||
Interest | 8.00% | ||
Warrants Issued | 208,333 | ||
Term | 5 years | ||
Exercise Price | $ 0.60 | ||
Amortization of Warrants | $ 45,361 | ||
Debt Discount | $ 27,795 | ||
GS Capital [Member] | |||
Debtor | GS Capital | ||
Date of Issuance | Oct. 30, 2019 | ||
Maturity Date | Oct. 30, 2020 | ||
Principal Amount | $ 125,000 | ||
Net Received | $ 109,500 | ||
Interest | 4.00% | ||
Warrants Issued | 50,000 | ||
Term | 5 years | ||
Exercise Price | $ 2 | ||
Amortization of Warrants | $ 23,867 | ||
Debt Discount | $ 15,500 | ||
PowerUp [Member] | |||
Debtor | Power Up | ||
Date of Issuance | Oct. 24, 2019 | ||
Maturity Date | Oct. 23, 2020 | ||
Principal Amount | $ 106,000 | ||
Net Received | $ 100,000 | ||
Interest | 8.00% | ||
Warrants Issued | |||
Exercise Price | |||
Amortization of Warrants | |||
Debt Discount | $ 6,000 | ||
Peak One [Member] | |||
Debtor | Peak One | ||
Date of Issuance | Oct. 23, 2019 | ||
Maturity Date | Oct. 22, 2022 | ||
Principal Amount | $ 120,000 | ||
Net Received | $ 103,000 | ||
Interest | 0.00% | ||
Warrants Issued | 50,000 | ||
Term | 5 years | ||
Exercise Price | $ 2 | ||
Amortization of Warrants | $ 21,606 | ||
Debt Discount | $ 17,000 | ||
Tangiers [Member] | |||
Debtor | Tangiers | ||
Date of Issuance | Oct. 23, 2019 | ||
Maturity Date | Oct. 22, 2020 | ||
Principal Amount | $ 106,300 | ||
Net Received | $ 100,000 | ||
Interest | 8.00% | ||
Warrants Issued | 50,000 | ||
Term | 5 years | ||
Exercise Price | $ 2 | ||
Amortization of Warrants | $ 21,116 | ||
Debt Discount | $ 6,300 | ||
FirstFire [Member] | |||
Debtor | FirstFire | ||
Date of Issuance | Nov. 20, 2019 | ||
Maturity Date | Nov. 20, 2020 | ||
Principal Amount | $ 125,000 | ||
Net Received | $ 109,500 | ||
Interest | 4.00% | ||
Warrants Issued | 50,000 | ||
Term | 5 years | ||
Exercise Price | $ 2 | ||
Amortization of Warrants | $ 17,979 | ||
Debt Discount | $ 15,500 | ||
Power Up1 [Member] | |||
Debtor | Power Up | ||
Date of Issuance | Dec. 30, 2019 | ||
Maturity Date | Dec. 30, 2020 | ||
Principal Amount | $ 54,600 | ||
Net Received | [1] | $ 50,000 | |
Interest | 8.00% | ||
Warrants Issued | |||
Exercise Price | |||
Amortization of Warrants | |||
Debt Discount | $ 4,600 | ||
[1] | Deposit in transit |
Convertible Notes Payable (De_2
Convertible Notes Payable (Details 1) - Convertible notes payable [Member] - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Principal balance | $ 886,900 | $ 250,000 |
Unamortized debt discount | (60,038) | (22,622) |
Unamortized debt premium | 24,121 | |
Outstanding, net of debt discount and premium | $ 850,983 | $ 227,378 |
Convertible Notes Payable (De_3
Convertible Notes Payable (Details Textual) - USD ($) | Nov. 08, 2019 | Oct. 23, 2019 | Oct. 08, 2019 | May 30, 2019 | Oct. 24, 2018 | Aug. 22, 2019 | Jul. 18, 2019 | Feb. 25, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Feb. 15, 2019 |
Convertible Notes Payable (Textual) | |||||||||||
Common stock per share | $ 0.001 | $ 0.001 | |||||||||
Principal balance | $ 886,900 | ||||||||||
Interest expense | 41,846 | $ 3,722 | |||||||||
Additional paid-in capital | 1,355,542 | $ 72,412 | |||||||||
Convertible notes payable [Member] | |||||||||||
Convertible Notes Payable (Textual) | |||||||||||
Principal balance | 236,600 | ||||||||||
Auctus Note #1 [Member] | |||||||||||
Convertible Notes Payable (Textual) | |||||||||||
Debt discount | $ 20,853 | ||||||||||
Common stock per share | $ 0.001 | ||||||||||
Expiration date | Oct. 23, 2019 | Oct. 24, 2019 | |||||||||
Convertible note, description | (i) 180 days from the date of the Auctus Note #1, or (ii) upon effective date of a registration statement. The conversion price of the Auctus Note #1 is equal to the lesser of: (i) the lowest trading price for the twenty-day period prior to the date of the Auctus Note #1 or (ii) 65% of the average of the three lowest trading prices during the twenty days prior to a conversion notice on the applicable trading market or the closing bid price on the applicable trading market. The Auctus Note #1 was funded on October 29, 2018, when the Company received proceeds of $222,205, after disbursements for the lender's transaction costs, fees and expenses which in aggregate resulted in a total discount of $27,795 to be amortized to interest expense over the life of the Auctus Note #1. | ||||||||||
Determined warrants derivative, description | The Company has determined that the Warrants are exempt from derivative accounting and were valued at $101,937 on the Date of Inception using the Black Scholes Options Pricing Model. Assumptions used for the Black Scholes Options Pricing Model include (1) stock price of $0.49 per share, (2) exercise price of $0.60 per share, (3) term of 5 years, (4) expected volatility of 251% and (5) risk free interest rate of 2.51%. The note proceeds of $250,000 were then allocated between the fair value of the Auctus Note #1 ($250,000) and the Warrants ($101,937), resulting in a debt discount of $72,412. | ||||||||||
Principal balance | $ 250,000 | ||||||||||
Stated interest | 8.00% | ||||||||||
Debt premium | $ 343,796 | ||||||||||
Common stock purchase warrants issued | 100,000 | 50,000 | 25,000 | 25,000 | 25,000 | ||||||
Accreted premium to additional paid-in capital | $ 306,820 | ||||||||||
Auctus Note #1 [Member] | Convertible notes payable [Member] | |||||||||||
Convertible Notes Payable (Textual) | |||||||||||
Common stock per share | $ 0.001 | ||||||||||
Expiration date | Oct. 23, 2023 | ||||||||||
Convertible note, description | “if-converted” rate of $0.20 per share (lowest trading price during the 20 days preceding the note’s issuance), which computed to 1,211,828 shares of ‘if-converted’ common stock with a redemption value of $593,796 due to $0.49 per share fair market value of the Company’s stock on the Auctus Note #1’s date of issuance. Debt discount amortization is recorded as interest expense, while debt premium accretion is recorded as an increase to additional paid-in capital. For the year ended at December 31, 2019, the Company amortized $20,853 debt discount to operations as interest expense, and accreted $306,820 of premium to additional paid-in capital. For the year ended December 31, 2018, the Company amortized $5,173 debt discount to operations as interest expense. | ||||||||||
Warrants exercise price | $ 0.60 | ||||||||||
Common stock purchase warrants issued | 208,333 | ||||||||||
Auctus Note #2 [Member] | |||||||||||
Convertible Notes Payable (Textual) | |||||||||||
Common stock per share | $ .001 | $ 0.60 | $ 0.60 | ||||||||
Expiration date | Feb. 24, 2024 | ||||||||||
Convertible note, description | The Company issued five-year warrants with cashless exercise provisions to purchase a total of 200,000 shares of Common Stock of the Company at an exercise price of $2.00 per share with cashless exercise provisions to four of the Lenders. The Company has determined that the Warrants are exempt from derivative accounting. The note proceeds of $636,900 were then allocated between the fair value of the Notes ($636,900) and the Warrants ($103,200), resulting in a debt discount of resulting in a fully amortized debt discount of $84,568. As the warrants were exercisable immediately, this debt discount was amortized in its entirety to interest expense on the Date of Issuance. | The Company has determined that the Warrants are exempt from derivative accounting and were valued at $55,417 on the Date of Inception using the Black Scholes Options Pricing Model. Assumptions used for the Black Scholes Options Pricing Model include (1) stock price of $0.27 per share, (2) exercise price of $0.60 per share, (3) term of 5 years, (4) expected volatility of 358% and (5) risk free interest rate of 2.48%. The Auctus Note #2 proceeds of $250,000 were then allocated between the fair value of the Auctus Note #2 ($250,000) and the Warrants ($55,417), resulting in a debt discount of $45,361. | |||||||||
Common stock purchase warrants issued | 208,333 | ||||||||||
Interest expense | 16,271 | ||||||||||
Additional paid-in capital | $ 16,949 | ||||||||||
Auctus Note #2 [Member] | Secured Promissory Note [Member] | |||||||||||
Convertible Notes Payable (Textual) | |||||||||||
Convertible notes issued | $ 27,750 | ||||||||||
Common stock per share | $ 0.001 | ||||||||||
Expiration date | Feb. 24, 2020 | ||||||||||
Convertible note, description | (i) 180 days from the date of the Note or (ii) upon effective date of a registration statement. The conversion price of the Notes is equal to 65% of the lowest trading price at close during the twenty days prior to a conversion notice. The debt discount of $64,900 is amortized over the duration of the loans. The Debentures permit the Company to pre-pay its obligations at a premium prior to maturity. | (i) 180 days from the date of the Auctus Note #2 or (ii) upon effective date of a new registration statement. The conversion price of the Auctus Note #2 is equal to the lesser of: (i) the lowest trading price for the twenty-day period prior to the date of the Auctus Note #2 or (ii) 65% of the average of the three lowest trading prices during the twenty days prior to a conversion notice on the applicable trading market or the closing bid price on the applicable trading market. The Company may prepay the Auctus Note #2 at any time at a rate of 120% of outstanding principal and interest during the first 90 days it is outstanding and 130% of outstanding principal and interest for the next 90 days thereafter. Thereafter the prepayment amount increases 5% for each thirty-day period until 270 days from the issue date at which time it is fixed at 150% of the outstanding principal and interest on the Auctus Note #2. | |||||||||
Principal balance | $ 636,900 | $ 250,000 | |||||||||
Stated interest | 8.00% | ||||||||||
Net proceeds | $ 572,000 | $ 222,250 | |||||||||
Additional conversion description | The Company recorded a premium of $82,500 as a reduction to additional paid-in capital based on a discounted "if-converted" rate of $0.20 per share (lowest trading price during the 20 days preceding the note's issuance), which computed to 1,250,000 shares of 'if-converted' common stock with a redemption value of $332,500 due to $0.266 per share fair market value of the Company's stock on the Auctus Note #2's date of issuance. |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Number of Options [Member] | ||
Number of shares, Outstanding, Beginning balance | ||
Number of shares, granted | 341,000 | |
Number of shares, exercised | ||
Number of shares, Forfeited/Cancelled | ||
Number of shares, Outstanding, Ending balance | 341,000 | |
Weighted-Average Exercise Price, Outstanding, Beginning balance | ||
Weighted-Average Exercise Price, granted | 0.96 | |
Weighted-Average Exercise Price, exercised | ||
Weighted-Average Exercise Price, Forfeited/Cancelled | ||
Weighted-Average Exercise Price, Outstanding, Ending balance | $ 0.96 | |
Weighted-Average Remaining Expected Term, Beginning balance | 0 years | 0 years |
Weighted-Average Remaining Expected Term, Options granted | 3 years | |
Weighted-Average Remaining Expected Term, Ending balance | 2 years 8 months 12 days | 0 years |
Number of Warrants [Member] | ||
Number of shares, Outstanding, Beginning balance | 208,333 | |
Number of shares, granted | 408,333 | 208,333 |
Number of shares, exercised | ||
Number of shares, Forfeited/Cancelled | ||
Number of shares, Outstanding, Ending balance | 616,666 | 208,333 |
Weighted-Average Exercise Price, Outstanding, Beginning balance | $ 0.60 | |
Weighted-Average Exercise Price, granted | 1.29 | 0.60 |
Weighted-Average Exercise Price, exercised | ||
Weighted-Average Exercise Price, Forfeited/Cancelled | ||
Weighted-Average Exercise Price, Outstanding, Ending balance | $ 1.06 | $ 0.60 |
Weighted-Average Remaining Expected Term, Beginning balance | 4 years 9 months 18 days | 0 years |
Weighted-Average Remaining Expected Term, Options granted | 5 years | 5 years |
Weighted-Average Remaining Expected Term, Ending balance | 4 years 2 months 12 days | 4 years 9 months 18 days |
Stockholders' Equity (Details T
Stockholders' Equity (Details Textual) - USD ($) | Nov. 08, 2019 | Oct. 08, 2019 | Aug. 20, 2019 | May 30, 2019 | Aug. 22, 2019 | Jul. 18, 2019 | Nov. 02, 2018 | Jul. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 |
Stockholders' Equity (Textual) | ||||||||||
Description of reverse stock split | The Company authorized a reverse split that resulted in a reduction of the number of outstanding and issued shares of both common and preferred stock so that after the split became effective on August 13, 2018, the shares of both common and preferred stock were reduced to 1 share for each 30 shares currently issued and outstanding. The effect on the Balance Sheet is a transfer of value from stock value at par to Additional Paid-in Capital. As a result of the one (1) for thirty (30) reverse stock split, the Company will continue to be authorized to issue 300,000,000 shares of Common Stock, and 50,000,000 shares of Preferred Stock. | |||||||||
Preferred stock, shares issued | ||||||||||
Common stock, shares issued | 86,475,673 | 85,103,673 | ||||||||
Common stock, shares outstanding | 86,475,673 | 85,103,673 | ||||||||
Warrants as part of a convertible note agreement | 408,333 | |||||||||
Warrant [Member] | ||||||||||
Stockholders' Equity (Textual) | ||||||||||
Share price | $ 2 | |||||||||
Warrants as part of a convertible note agreement | 72,000 | |||||||||
2010 Stock Plan [Member] | ||||||||||
Stockholders' Equity (Textual) | ||||||||||
Conversion of accrued interest | $ 864,551 | $ 864,551 | ||||||||
Shares issued for conversion of accrued interest, shares | 1,127,000 | 1,127,000 | ||||||||
Share price | $ 0.77 | $ 0.77 | ||||||||
Options granted | 341,000 | |||||||||
Options total fair value at the time of award | $ 257,143 | |||||||||
Equity Option [Member] | Warrant [Member] | ||||||||||
Stockholders' Equity (Textual) | ||||||||||
Warrants as part of a convertible note agreement | 408,333 | 208,333 | ||||||||
Debt discount | $ 129,929 | $ 72,412 | ||||||||
Auctus Note #1 [Member] | ||||||||||
Stockholders' Equity (Textual) | ||||||||||
Conversion of accrued interest | $ 12,000 | $ 10,000 | $ 5,000 | $ 5,000 | $ 5,000 | |||||
Shares issued for conversion of accrued interest, shares | 100,000 | 50,000 | 25,000 | 25,000 | 25,000 | |||||
Share price | $ 0.12 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | |||||
Active S-1 [Member] | ||||||||||
Stockholders' Equity (Textual) | ||||||||||
Conversion of accrued interest | $ 20,000 | |||||||||
Shares issued for conversion of accrued interest, shares | 20,000 | |||||||||
Share price | $ 1 |
Stock Option Plan and Stock-B_3
Stock Option Plan and Stock-Based Compensation (Details) - Stock Awards Plan [Member] | 12 Months Ended |
Dec. 31, 2019$ / sharesshares | |
Shares Granted as of December 31, 2018 | shares | |
Shares Granted | shares | 1,127,000 |
Shares Granted not Issued as of September 30, 2019 | shares | 1,127,000 |
Fair Value per Share, Shares Granted | |
Weighted Average Market Value per Share, Shares Granted as of December 31, 2018 | |
Weighted Average Market Value per Share, Shares Granted | 0.77 |
Weighted Average Market Value per Share, Shares Granted as of September 30, 2019 | 0.77 |
Minimum [Member] | |
Fair Value per Share, Shares Granted | 0.27 |
Fair Value per Share, Shares Granted not Issued | 0.27 |
Maximum [Member] | |
Fair Value per Share, Shares Granted | 1.49 |
Fair Value per Share, Shares Granted not Issued | $ 1.49 |
Stock Option Plan and Stock-B_4
Stock Option Plan and Stock-Based Compensation (Details 1) | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Risk-free interest rate, Minimum | 1.34% |
Risk-free interest rate, Maximum | 2.32% |
Expected dividend yield | 0.00% |
Volatility factor (weekly) | 122.25% |
Expected life of option | 3 years |
Stock Option Plan and Stock-B_5
Stock Option Plan and Stock-Based Compensation (Details 2) - Stock Option [Member] | 12 Months Ended |
Dec. 31, 2019$ / sharesshares | |
Number of shares, Outstanding, Beginning balance | shares | |
Granted | shares | 341,000 |
Exercised | shares | |
Options forfeited/cancelled | shares | |
Number of shares, Outstanding, Ending balance | shares | 341,000 |
Exercise Price per Share, Outstanding as of December 31, 2018 | |
Exercise Price per Share, Exercised | |
Exercise Price per Share, Options forfeited/cancelled | |
Exercise Price per Share, Outstanding as of September 30, 2019 | |
Weighted-Average Exercise Price, Outstanding, Beginning balance | |
Weighted Average Exercise Price per Share, Granted | 0.96 |
Weighted Average Exercise Price per Share, Exercised | |
Weighted Average Exercise Price per Share, Options forfeited/cancelled | |
Weighted-Average Exercise Price, Outstanding, Ending balance | 0.96 |
Minimum [Member] | |
Exercise Price per Share, Granted | 0.61 |
Exercise Price per Share, Outstanding as of September 30, 2019 | 0.61 |
Maximum [Member] | |
Exercise Price per Share, Granted | 1.21 |
Exercise Price per Share, Outstanding as of September 30, 2019 | $ 1.21 |
Stock Option Plan and Stock-B_6
Stock Option Plan and Stock-Based Compensation (Details 3) | 12 Months Ended |
Dec. 31, 2019USD ($)$ / sharesshares | |
Exercise Price, Lower Range Limit | $ 0.61 |
Exercise Price, Upper Range Limit | $ 1.21 |
Options Outstanding, Number of Options | shares | 341,000 |
Options Outstanding, Weighted Average Exercise Price Per Share | $ 0.96 |
Options Outstanding, Weighted Average Remaining Contractual Life (Years) | 2 years 7 months 24 days |
Options Outstanding, Aggregate Intrinsic Value | $ | |
Exercisable Options, Number of Options | shares | 341,000 |
Exercisable Options, Weighted Average Exercise Price Per Share | $ 0.96 |
Exercisable Options, Weighted Average Remaining Contractual Life (Years) | 2 years 7 months 24 days |
Exercisable Options, Aggregate Intrinsic Value | $ | |
Exercise Price 0.61 [Member] | |
Options Outstanding, Number of Options | shares | 45,000 |
Options Outstanding, Weighted Average Exercise Price Per Share | $ 0.61 |
Options Outstanding, Weighted Average Remaining Contractual Life (Years) | 2 years 10 months 3 days |
Options Outstanding, Aggregate Intrinsic Value | $ | |
Exercisable Options, Number of Options | shares | 45,000 |
Exercisable Options, Weighted Average Exercise Price Per Share | $ 0.61 |
Exercisable Options, Weighted Average Remaining Contractual Life (Years) | 2 years 10 months 3 days |
Exercisable Options, Aggregate Intrinsic Value | $ | |
Exercise Price 0.73 [Member] | |
Options Outstanding, Number of Options | shares | 3,000 |
Options Outstanding, Weighted Average Exercise Price Per Share | $ 0.73 |
Options Outstanding, Weighted Average Remaining Contractual Life (Years) | 2 years 8 months 23 days |
Options Outstanding, Aggregate Intrinsic Value | $ | |
Exercisable Options, Number of Options | shares | 3,000 |
Exercisable Options, Weighted Average Exercise Price Per Share | $ 0.73 |
Exercisable Options, Weighted Average Remaining Contractual Life (Years) | 2 years 8 months 23 days |
Exercisable Options, Aggregate Intrinsic Value | $ | |
Exercise Price 0.95 [Member] | |
Options Outstanding, Number of Options | shares | 200,000 |
Options Outstanding, Weighted Average Exercise Price Per Share | $ 0.95 |
Options Outstanding, Weighted Average Remaining Contractual Life (Years) | 2 years 8 months 12 days |
Options Outstanding, Aggregate Intrinsic Value | $ | |
Exercisable Options, Number of Options | shares | 200,000 |
Exercisable Options, Weighted Average Exercise Price Per Share | $ 0.95 |
Exercisable Options, Weighted Average Remaining Contractual Life (Years) | 2 years 8 months 12 days |
Exercisable Options, Aggregate Intrinsic Value | $ | |
Exercise Price 1.09 [Member] | |
Options Outstanding, Number of Options | shares | 3,000 |
Options Outstanding, Weighted Average Exercise Price Per Share | $ 1.09 |
Options Outstanding, Weighted Average Remaining Contractual Life (Years) | 2 years 6 months |
Options Outstanding, Aggregate Intrinsic Value | $ | |
Exercisable Options, Number of Options | shares | 3,000 |
Exercisable Options, Weighted Average Exercise Price Per Share | $ 1.09 |
Exercisable Options, Weighted Average Remaining Contractual Life (Years) | 2 years 6 months |
Exercisable Options, Aggregate Intrinsic Value | $ | |
Exercise Price 1.10 [Member] | |
Options Outstanding, Number of Options | shares | 45,000 |
Options Outstanding, Weighted Average Exercise Price Per Share | $ 1.10 |
Options Outstanding, Weighted Average Remaining Contractual Life (Years) | 2 years 6 months 29 days |
Options Outstanding, Aggregate Intrinsic Value | $ | |
Exercisable Options, Number of Options | shares | 45,000 |
Exercisable Options, Weighted Average Exercise Price Per Share | $ 1.10 |
Exercisable Options, Weighted Average Remaining Contractual Life (Years) | 2 years 6 months 29 days |
Exercisable Options, Aggregate Intrinsic Value | $ | |
Exercise Price 1.21 [Member] | |
Options Outstanding, Number of Options | shares | 45,000 |
Options Outstanding, Weighted Average Exercise Price Per Share | $ 1.21 |
Options Outstanding, Weighted Average Remaining Contractual Life (Years) | 2 years 3 months 29 days |
Options Outstanding, Aggregate Intrinsic Value | $ | |
Exercisable Options, Number of Options | shares | 45,000 |
Exercisable Options, Weighted Average Exercise Price Per Share | $ 1.21 |
Exercisable Options, Weighted Average Remaining Contractual Life (Years) | 2 years 3 months 29 days |
Exercisable Options, Aggregate Intrinsic Value | $ |
Stock Option Plan and Stock-B_7
Stock Option Plan and Stock-Based Compensation (Details 4) - Stock Options [Member] | 12 Months Ended |
Dec. 31, 2019$ / sharesshares | |
Number of Options, Non-vested as of December 31, 2018 | shares | |
Number of Options, Non-vested Granted | shares | 341,000 |
Number of Options, Non-vested Forfeited | shares | |
Number of Options, Vested | shares | 341,000 |
Number of Options, Non-vested as of September 30, 2019 | shares | |
Weighted-Average Grant-Date Fair Value, Non-vested as of December 31, 2018 | $ / shares | |
Weighted-Average Grant-Date Fair Value, Granted | $ / shares | 0.77 |
Weighted-Average Grant-Date Fair Value, Forfeited | $ / shares | |
Weighted-Average Grant-Date Fair Value, Vested | $ / shares | 0.77 |
Weighted-Average Grant-Date Fair Value, Non-vested as of December 31, 2018 | $ / shares |
Stock Option Plan and Stock-B_8
Stock Option Plan and Stock-Based Compensation (Details Textual) | Nov. 11, 2019USD ($)Persons$ / sharesshares | Nov. 08, 2019USD ($)Persons$ / sharesshares | Nov. 02, 2019USD ($)$ / sharesshares | Oct. 17, 2019USD ($)Persons$ / sharesshares | Oct. 01, 2019USD ($)$ / sharesshares | Sep. 13, 2019USD ($)$ / sharesshares | Aug. 09, 2019USD ($)Persons$ / sharesshares | Jul. 16, 2019USD ($)Persons$ / sharesshares | Jul. 15, 2019USD ($)Persons$ / sharesshares | Jun. 11, 2019USD ($)Persons$ / sharesshares | May 17, 2019USD ($)Persons$ / sharesshares | May 10, 2019USD ($)Persons$ / sharesshares | May 01, 2019USD ($)$ / sharesshares | Mar. 11, 2019USD ($)Persons$ / sharesshares | Mar. 07, 2019USD ($)Persons$ / sharesshares | Nov. 29, 2018USD ($)Persons$ / sharesshares | Nov. 06, 2018USD ($)Persons$ / sharesshares | Nov. 02, 2018USD ($)Persons$ / sharesshares | Oct. 21, 2019USD ($)Persons$ / sharesshares | Aug. 01, 2019USD ($)$ / sharesshares | Jul. 01, 2019USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018shares | Dec. 31, 2010 |
Stock Option Plan and Stock Based Compensation (Textual) | ||||||||||||||||||||||||
Aggregate intrinsic value of options exercised | $ | ||||||||||||||||||||||||
Share-based Payment Arrangement, Option [Member] | ||||||||||||||||||||||||
Stock Option Plan and Stock Based Compensation (Textual) | ||||||||||||||||||||||||
Options outstanding number | shares | 341,000 | |||||||||||||||||||||||
Options granted | shares | 341,000 | |||||||||||||||||||||||
Grants in period, weighted average grant date fair value | $ / shares | $ 0.77 | |||||||||||||||||||||||
Stock-based compensation expense | $ | $ 257,143 | |||||||||||||||||||||||
Stock options exercised | shares | ||||||||||||||||||||||||
Board of Members [Member] | ||||||||||||||||||||||||
Stock Option Plan and Stock Based Compensation (Textual) | ||||||||||||||||||||||||
Options granted | shares | 4,000 | 4,000 | ||||||||||||||||||||||
Grants in period, weighted average grant date fair value | $ / shares | $ 1.49 | $ 0.51 | ||||||||||||||||||||||
Number of persons | Persons | 4 | 4 | ||||||||||||||||||||||
Options granted, value | $ | $ 5,960 | $ 2,040 | ||||||||||||||||||||||
Members Audit Committee [Member] | ||||||||||||||||||||||||
Stock Option Plan and Stock Based Compensation (Textual) | ||||||||||||||||||||||||
Options granted | shares | 250,000 | 3,000 | 3,000 | 2,000 | 3,000 | 3,000 | 4,000 | 1,000 | 300,000 | |||||||||||||||
Grants in period, weighted average grant date fair value | $ / shares | $ 0.51 | $ 0.65 | $ 0.60 | $ 0.80 | $ 1 | $ 0.27 | $ 1 | $ 0.52 | $ 0.554 | |||||||||||||||
Number of persons | Persons | 1 | 4 | 4 | 2 | 3 | 3 | 4 | 1 | 1 | |||||||||||||||
Options granted, value | $ | $ 127,500 | $ 1,950 | $ 1,800 | $ 1,600 | $ 3,000 | $ 810 | $ 4,000 | $ 520 | $ 166,283 | |||||||||||||||
Consultant [Member] | ||||||||||||||||||||||||
Stock Option Plan and Stock Based Compensation (Textual) | ||||||||||||||||||||||||
Options granted | shares | 100,000 | |||||||||||||||||||||||
Grants in period, weighted average grant date fair value | $ / shares | $ 0.266 | |||||||||||||||||||||||
Number of persons | Persons | 1 | |||||||||||||||||||||||
Options granted, value | $ | $ 26,600 | |||||||||||||||||||||||
Financial Advisory Board [Member] | ||||||||||||||||||||||||
Stock Option Plan and Stock Based Compensation (Textual) | ||||||||||||||||||||||||
Options granted | shares | 100,000 | 100,000 | 250,000 | |||||||||||||||||||||
Grants in period, weighted average grant date fair value | $ / shares | $ 1 | $ 0.75 | $ 1.39 | |||||||||||||||||||||
Number of persons | Persons | 1 | 1 | 1 | |||||||||||||||||||||
Options granted, value | $ | $ 100,000 | $ 75,000 | $ 347,500 | |||||||||||||||||||||
Financial Advisory Board [Member] | Share-based Payment Arrangement, Option [Member] | ||||||||||||||||||||||||
Stock Option Plan and Stock Based Compensation (Textual) | ||||||||||||||||||||||||
Options granted | shares | 45,000 | 3,000 | 200,000 | |||||||||||||||||||||
Grants in period, weighted average grant date fair value | $ / shares | $ 0.61 | $ 0.73 | $ 0.95 | |||||||||||||||||||||
Options granted, value | $ | $ 27,450 | $ 1,635 | $ 141,060 | |||||||||||||||||||||
Terms of award | Three-year options | Three-year options | Three-year options | |||||||||||||||||||||
Medical Advisory Board [Member] | Share-based Payment Arrangement, Option [Member] | ||||||||||||||||||||||||
Stock Option Plan and Stock Based Compensation (Textual) | ||||||||||||||||||||||||
Options granted | shares | 45,000 | 45,000 | 3,000 | |||||||||||||||||||||
Grants in period, weighted average grant date fair value | $ / shares | $ 1.21 | $ 1.10 | $ 1.09 | |||||||||||||||||||||
Options granted, value | $ | $ 44,820 | $ 39,731 | $ 2,447 | |||||||||||||||||||||
Terms of award | Three-year options | Three-year options | Three-year options | |||||||||||||||||||||
2010 Stock Plan [Member] | ||||||||||||||||||||||||
Stock Option Plan and Stock Based Compensation (Textual) | ||||||||||||||||||||||||
Stock appreciation rights percentage | 15.00% | |||||||||||||||||||||||
Options outstanding number | shares | 341,000 | |||||||||||||||||||||||
Options granted, value | $ | $ 257,143 | |||||||||||||||||||||||
Shares issued for services | shares | 1,127,000 | |||||||||||||||||||||||
Shares issued for services, value | $ | $ 864,551 | |||||||||||||||||||||||
Stock-based compensation expense | $ | $ 864,551 | |||||||||||||||||||||||
Weighted-average remaining contractual life options exercisable | 2 years 7 months 24 days | |||||||||||||||||||||||
Aggregate intrinsic value for fully vested, exercisable options | $ | $ 0 | |||||||||||||||||||||||
Aggregate intrinsic value of options exercised | $ | $ 0 | |||||||||||||||||||||||
Stock options exercised | shares | ||||||||||||||||||||||||
Options or stock awards available for grant under the 2010 Plan | shares | 11,297,551 |
Provision for Income Taxes (Det
Provision for Income Taxes (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred Tax Assets: | ||
Net operating loss carryforward | $ 832,590 | $ 226,660 |
Total deferred tax assets | 174,840 | 47,590 |
Valuation allowance | (174,840) | (47,590) |
Deferred tax asset, net of valuation allowance |
Provision for Income Taxes (D_2
Provision for Income Taxes (Details 1) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Tax benefit at federal statutory rate | (21.00%) | (21.00%) |
Provision for Income Taxes (D_3
Provision for Income Taxes (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | |
Dec. 22, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | |
Provision for Income Taxes (Textual) | |||
Federal net operating losses | $ 832,590 | $ 226,660 | |
Future taxable income | $ 2,870 | ||
Net operating loss carry forwards, description | Net operating loss carry forwards (NOL), if not utilized, will expire in 2037 for federal purposes. | ||
U.S. federal corporate income tax rate | 21.00% | ||
Income taxes, description | As of the fiscal year 2019, a deduction for issued warrants and stock options and restricted shares awarded from the 2010 Stock Plan for a total of $1,324,035 has not yet been made, for the fiscal year 2018 this total was $72,412. |
Commitments and Contingencies (
Commitments and Contingencies (Details) | Dec. 31, 2019USD ($) |
Commitments and Contingencies (Textual) | |
Payment of severance upon termination | $ 100,000 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Principal Amount | $ 886,900 | |
Warrants Issued | 408,333 | |
Debt discount | $ 185,163 | $ 77,585 |
Convertible notes payable [Member] | ||
Principal Amount | 236,600 | |
Net Received | $ 209,500 | |
Warrants Issued | 72,000 | |
Amortization of Warrants | $ 16,002 | |
Debt discount | $ 31,000 | |
Convertible notes payable [Member] | EMA Financial [Member] | ||
Debtor | EMA Financial | |
Date of Issuance | Jan. 10, 2020 | |
Maturity Date | Jan. 10, 2021 | |
Principal Amount | $ 125,000 | |
Net Received | $ 109,500 | |
Interest | 4.00% | |
Warrants Issued | 50,000 | |
Term | 5 years | |
Exercise Price | $ 2 | |
Amortization of Warrants | $ 5,948 | |
Debt discount | $ 15,500 | |
Convertible notes payable [Member] | Crown Bridge [Member] | ||
Debtor | Crown Bridge | |
Date of Issuance | Feb. 20, 2020 | |
Maturity Date | Feb. 20, 2021 | |
Principal Amount | $ 55,000 | |
Net Received | $ 48,000 | |
Interest | 4.00% | |
Warrants Issued | 22,000 | |
Term | 5 years | |
Exercise Price | $ 2 | |
Amortization of Warrants | $ 10,054 | |
Debt discount | $ 7,000 | |
Convertible notes payable [Member] | PowerUp [Member] | ||
Debtor | PowerUp | |
Date of Issuance | Feb. 19, 2020 | |
Maturity Date | Feb. 19, 2021 | |
Principal Amount | $ 56,600 | |
Net Received | $ 52,000 | |
Interest | 8.00% | |
Warrants Issued | ||
Term | ||
Exercise Price | ||
Amortization of Warrants | ||
Debt discount | $ 4,600 |
Subsequent Events (Details Text
Subsequent Events (Details Textual) - USD ($) | Mar. 12, 2020 | Feb. 01, 2020 | Jan. 03, 2020 | Jan. 02, 2020 | Jan. 02, 2019 | Feb. 19, 2020 | Feb. 18, 2020 | Jan. 31, 2020 | Nov. 02, 2018 | Dec. 31, 2019 | Dec. 31, 2018 |
Subsequent Events (Textual) | |||||||||||
Conversion price | $ 0.285 | $ 0.51 | |||||||||
Issuance of common stock | $ 37,000 | ||||||||||
Option term | 3 years | ||||||||||
Face value | $ 886,900 | ||||||||||
Debt discount | $ 185,163 | $ 77,585 | |||||||||
Warrants Issued | 408,333 | ||||||||||
2010 Stock Plan [Member] | |||||||||||
Subsequent Events (Textual) | |||||||||||
Conversion of accrued interest | $ 864,551 | $ 864,551 | |||||||||
Shares issued for conversion of accrued interest, shares | 1,127,000 | 1,127,000 | |||||||||
Share price | $ 0.77 | $ 0.77 | |||||||||
Medical Advisory Board Member [Member] | 2010 Stock Plan [Member] | |||||||||||
Subsequent Events (Textual) | |||||||||||
Granted shares | 3,000 | ||||||||||
Option term | 3 years | ||||||||||
Share price | $ 0.31 | ||||||||||
Fair value | $ 603 | ||||||||||
Warrant [Member] | |||||||||||
Subsequent Events (Textual) | |||||||||||
Granted shares | 408,333 | 208,333 | |||||||||
Share price | $ 2 | ||||||||||
Fair value | $ 236,600 | ||||||||||
Face value | 18,547 | ||||||||||
Net proceeds | 236,600 | ||||||||||
Debt discount | $ 16,002 | ||||||||||
Warrants term | 5 years | ||||||||||
Warrants Issued | 72,000 | ||||||||||
Maturity date | Feb. 25, 2020 | ||||||||||
Subsequent events [Member] | |||||||||||
Subsequent Events (Textual) | |||||||||||
Conversion of accrued interest | $ 65 | ||||||||||
Shares issued for conversion of accrued interest, shares | 0.001 | ||||||||||
Issuance of common stock | $ 15,000 | ||||||||||
Fair value | 236,600 | ||||||||||
Debt discount | $ 31,000 | ||||||||||
Warrants Issued | 408,333 | ||||||||||
Subsequent events [Member] | Medical Advisory Board Member [Member] | 2010 Stock Plan [Member] | |||||||||||
Subsequent Events (Textual) | |||||||||||
Issuance of common stock | $ 100,000 | $ 250,000 | |||||||||
Granted shares | 45,000 | 250,000 | 200,000 | ||||||||
Option term | 3 years | ||||||||||
Share price | $ 0.15 | $ 0.285 | $ 0.14 | ||||||||
Fair value | $ 4,401 | $ 71,250 | $ 28,000 | ||||||||
Face value | $ 12,000 | $ 21,632 | |||||||||
Subsequent events [Member] | Common Stock [Member] | |||||||||||
Subsequent Events (Textual) | |||||||||||
Issuance of common stock | $ 750,000 | ||||||||||
Face value | $ 250,500 | ||||||||||
Warrants Issued | 416,666 |