Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 15, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-55144 | |
Entity Registrant Name | NUTRALIFE BIOSCIENCES, INC. | |
Entity Central Index Key | 0001563463 | |
Entity Tax Identification Number | 46-1482900 | |
Entity Incorporation, State or Country Code | FL | |
Entity Address, Address Line One | 6601 Lyons Road | |
Entity Address, Address Line Two | Suite L-6 | |
Entity Address, City or Town | Coconut Creek | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33073 | |
City Area Code | 888 | |
Local Phone Number | 509-8901 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 168,147,683 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Current Assets: | ||
Cash and cash equivalents | $ 130,502 | $ 742 |
Accounts receivable, net of allowance for doubtful accounts in the amount of $0 and $0 | 86,914 | 154,193 |
Inventories | 570,557 | 567,527 |
Total current assets | 787,973 | 722,462 |
Property and equipment, net | 2,270,289 | 2,314,661 |
Operating lease right-of-use assets | 504,037 | 661,141 |
Investment | 383,326 | 383,326 |
Intangible asset | 541,392 | 590,118 |
Other assets | 35,000 | 35,000 |
Total Assets | 4,522,017 | 4,706,708 |
Current Liabilities: | ||
Accounts payable | 203,741 | 173,925 |
Accrued expenses (related party $134,176 and $91,048) | 943,252 | 786,495 |
Deferred revenue | 160,816 | |
Customer deposits | 22,700 | |
Liability for stock to be issued | 265,500 | 265,500 |
Current portion of SBA Note Payable | 148,000 | |
Current portion of finance lease liabilities | 21,000 | 20,000 |
Current portion of operating lease liability | 164,000 | 214,000 |
Notes payable, net of unamortized discount of $316,984 and $206,542 (related party $1,000,000 and $1,000,000) | 2,468,046 | 2,153,498 |
Total current liabilities | 4,226,355 | 3,784,118 |
Long-term Liabilities: | ||
Notes payable - SBA, net of current portion | 253,275 | 106,700 |
Operating lease liability, net of current portion | 385,048 | 497,593 |
Finance lease liabilities, net of current portion | 1,458 | 17,187 |
Total liabilities | 4,866,136 | 4,405,598 |
Stockholders’ (Deficit) Equity | ||
Preferred stock; $0.0001 par value, authorized 10,000 shares 1,000 shares Series A issued and outstanding | 1 | 1 |
Common stock; $0.0001 par value, 499,990,000 authorized shares; 168,215,501 and 160,419,488 shares issued and outstanding | 16,814 | 16,036 |
Additional paid-in-capital | 45,407,705 | 42,015,874 |
Accumulated deficit | (45,768,639) | (41,730,801) |
Total stockholders’ (deficit) equity | (344,119) | 301,110 |
Total Liabilities and Stockholders’ (Deficit) Equity | $ 4,522,017 | $ 4,706,708 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Allowance for doubtful accounts | $ 0 | $ 0 |
Related party current | 134,176 | 91,048 |
Unamortized discount | 316,984 | 206,542 |
Notes payable related parties current | $ 1,000,000 | $ 1,000,000 |
Preferred stock, shares par value | $ 0.0001 | |
Preferred stock, shares authorized | 10,000 | |
Common stock, shares par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 499,990,000 | 499,990,000 |
Common stock, shares issued | 168,215,501 | 160,419,488 |
Common stock, shares outstanding | 168,215,501 | 160,419,488 |
Series A Preferred Stock [Member] | ||
Preferred stock, shares outstanding | 1,000 | 1,000 |
Preferred stock, shares issued | 1,000 | 1,000 |
Series B Preferred Stock [Member] | ||
Preferred stock, shares outstanding | 27 | 20 |
Preferred stock, shares issued | 27 | 20 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||||
Sales | $ 70,655 | $ 153,766 | $ 246,124 | $ 956,350 |
Cost of Sales | 43,568 | 162,030 | 175,852 | 594,331 |
Gross Profit (loss) | 27,087 | (8,264) | 70,272 | 362,019 |
Operating expenses | ||||
Stock-based compensation | 120,000 | 2,514,514 | 47,023 | |
General and administrative | 413,304 | 398,944 | 1,320,644 | 1,327,256 |
Depreciation and amortization | 33,691 | 31,630 | 93,099 | 97,366 |
Total operating expenses | 566,995 | 430,574 | 3,928,257 | 1,471,645 |
Loss from operations | (539,908) | (438,838) | (3,857,985) | (1,109,626) |
Other Income (Expense) | ||||
Other income (expense) | 1,446 | (674) | 3,444 | 527 |
Income from sublease | 30,000 | 50,000 | ||
Income from debt forgiveness | 244,700 | |||
Finance costs | (179,795) | (132,419) | (477,997) | (800,399) |
Total other income (expense) | (148,349) | (133,093) | (179,853) | (799,872) |
Loss before income taxes | (688,257) | (571,931) | (4,037,838) | (1,909,498) |
Income tax expense | ||||
Net loss | $ (688,257) | $ (571,931) | $ (4,037,838) | $ (1,909,498) |
Net loss per weighted average common share - basic and diluted | $ 0 | $ 0 | $ (0.02) | $ (0.01) |
Number of weighted average shares outstanding - basic and diluted | 167,747,292 | 146,776,010 | 163,246,035 | 145,719,977 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders' Equity - USD ($) | Series A Preferred Stock [Member]Preferred Stock [Member] | Series B Preferred Stock [Member]Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 1 | $ 14,092 | $ 40,415,885 | $ (38,840,861) | $ 1,589,117 | |
Balance, shares at Dec. 31, 2019 | 1,000 | 140,976,183 | ||||
Shares issued for cash | $ 154 | 99,846 | 100,000 | |||
Shares issued for cash, shares | 1,538,461 | |||||
Shares issued in connection with debt financing | $ 325 | 313,775 | 314,100 | |||
Shares issued in connection with debt financing, shares | 3,250,000 | |||||
Shares issued for services | $ 47 | 46,976 | 47,023 | |||
Shares issued for services, shares | 470,229 | |||||
Beneficial conversion feature | 51,900 | 51,900 | ||||
Net loss | (1,019,832) | (1,019,832) | ||||
Ending balance, value at Mar. 31, 2020 | $ 1 | $ 14,618 | 40,928,382 | (39,860,693) | 1,082,308 | |
Balance, shares at Mar. 31, 2020 | 1,000 | 146,234,873 | ||||
Beginning balance, value at Dec. 31, 2019 | $ 1 | $ 14,092 | 40,415,885 | (38,840,861) | 1,589,117 | |
Balance, shares at Dec. 31, 2019 | 1,000 | 140,976,183 | ||||
Net loss | (1,909,498) | |||||
Ending balance, value at Sep. 30, 2020 | $ 1 | $ 14,734 | 40,987,766 | (40,750,359) | 252,142 | |
Balance, shares at Sep. 30, 2020 | 1,000 | 147,399,488 | ||||
Beginning balance, value at Mar. 31, 2020 | $ 1 | $ 14,618 | 40,928,382 | (39,860,693) | 1,082,308 | |
Balance, shares at Mar. 31, 2020 | 1,000 | 146,234,873 | ||||
Shares issued for cash | $ 38 | 24,962 | 25,000 | |||
Shares issued for cash, shares | 384,615 | |||||
Net loss | (317,735) | (317,735) | ||||
Ending balance, value at Jun. 30, 2020 | $ 1 | $ 14,656 | 40,953,344 | (40,178,428) | 789,573 | |
Balance, shares at Jun. 30, 2020 | 1,000 | 146,619,488 | ||||
Shares issued in connection with debt financing | $ 78 | 29,422 | 29,500 | |||
Shares issued in connection with debt financing, shares | 780,000 | |||||
Warrants issued for cash | 5,000 | 5,000 | ||||
Net loss | (571,931) | (571,931) | ||||
Ending balance, value at Sep. 30, 2020 | $ 1 | $ 14,734 | 40,987,766 | (40,750,359) | 252,142 | |
Balance, shares at Sep. 30, 2020 | 1,000 | 147,399,488 | ||||
Beginning balance, value at Dec. 31, 2020 | $ 1 | $ 16,036 | 42,015,874 | (41,730,801) | 301,110 | |
Balance, shares at Dec. 31, 2020 | 1,000 | 20 | 160,419,488 | |||
Preferred stock issued for services | 164,524 | 164,524 | ||||
Preferred stock issued for services, shares | 10 | |||||
Warrants issued in connection with debt financing | 199,100 | 199,100 | ||||
Warrants issued as compensation | 2,029,990 | 2,029,990 | ||||
Net loss | (2,501,086) | (2,501,086) | ||||
Ending balance, value at Mar. 31, 2021 | $ 1 | $ 16,036 | 44,409,488 | (44,231,887) | 193,638 | |
Balance, shares at Mar. 31, 2021 | 1,000 | 30 | 160,419,488 | |||
Beginning balance, value at Dec. 31, 2020 | $ 1 | $ 16,036 | 42,015,874 | (41,730,801) | 301,110 | |
Balance, shares at Dec. 31, 2020 | 1,000 | 20 | 160,419,488 | |||
Net loss | (4,037,838) | |||||
Ending balance, value at Sep. 30, 2021 | $ 1 | $ 16,814 | 45,407,705 | (45,768,639) | (344,119) | |
Balance, shares at Sep. 30, 2021 | 1,000 | 27 | 168,215,501 | |||
Beginning balance, value at Mar. 31, 2021 | $ 1 | $ 16,036 | 44,409,488 | (44,231,887) | 193,638 | |
Balance, shares at Mar. 31, 2021 | 1,000 | 30 | 160,419,488 | |||
Common stock and warrants issued for cash | $ 241 | 192,759 | 193,000 | |||
Common stock and warrants issued for cash, shares | 2,412,500 | |||||
Common stock issued in connection with debt conversions and accrued interest | $ 199 | 159,585 | 159,784 | |||
Common stock issued in connection with debt conversions and accrued interest, shares | 1,997,312 | |||||
Warrants issued as compensation | 200,000 | 200,000 | ||||
Net loss | (848,495) | (848,495) | ||||
Ending balance, value at Jun. 30, 2021 | $ 1 | $ 16,476 | 44,961,832 | (45,080,382) | (102,073) | |
Balance, shares at Jun. 30, 2021 | 1,000 | 30 | 164,829,300 | |||
Common stock and warrants issued for cash | $ 194 | 154,806 | 155,000 | |||
Common stock and warrants issued for cash, shares | 1,937,500 | |||||
Conversion series B Preferred Stock to Common Stock | $ 44 | 44 | ||||
Conversion series B Preferred Stock to Common Stock, shares | (3) | 448,701 | ||||
Shares issued for cash, shares | 4,350,000 | |||||
Shares issued for services | $ 100 | 119,900 | 120,000 | |||
Shares issued for services, shares | 1,000,000 | |||||
Warrants issued in connection with debt financing | 171,167 | 171,167 | ||||
Net loss | (688,257) | (688,257) | ||||
Ending balance, value at Sep. 30, 2021 | $ 1 | $ 16,814 | $ 45,407,705 | $ (45,768,639) | $ (344,119) | |
Balance, shares at Sep. 30, 2021 | 1,000 | 27 | 168,215,501 |
Consolidated Condensed Statemen
Consolidated Condensed Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
OPERATING ACTIVITIES | ||
Net loss | $ (4,037,838) | $ (1,909,498) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Income from debt forgiveness | (244,700) | |
Depreciation | 44,372 | 48,641 |
Stock-based compensation | 2,514,514 | 47,023 |
Amortization of debt discount | 297,325 | 622,204 |
Amortization of right of use asset | 157,104 | 218,157 |
Amortization of intangible asset | 48,726 | 48,726 |
Bad debt recoveries | (1,500) | |
Changes in operating assets and liabilities: | ||
Increase in accounts receivable | 67,279 | (17,145) |
Increase in inventories | (3,030) | (168,487) |
Decrease in prepaid expenses | 71,717 | |
(Decrease) increase in accounts payable | 29,816 | (2,845) |
(Decrease) increase in accrued expenses | 191,575 | 277,270 |
Increase in deferred revenue | 160,816 | |
(Decrease) increase in customer deposits | (22,700) | 28,249 |
(Decrease) in operating lease liabilities | (162,545) | (168,025) |
Net Cash Used in Operating Activities | (959,286) | (905,513) |
FINANCING ACTIVITIES | ||
Proceeds from SBA financing | 243,275 | 254,700 |
Proceeds from debt issuances | 512,500 | 575,000 |
Proceeds from warrants issued for cash | 5,000 | |
Common shares issued for cash | 348,000 | 125,000 |
Payments on finance leases | (14,729) | (14,474) |
Net Cash Provided by Financing Activities | 1,089,046 | 945,226 |
NET CHANGE IN CASH AND CASH EQUIVALENTS | 129,760 | 39,713 |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 742 | 14,828 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 130,502 | 54,541 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||
Cash paid for income taxes | ||
Cash paid for interest | ||
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES | ||
Shares issued in connection with finance costs | 343,600 | |
Beneficial conversion feature | 51,900 | 51,900 |
Right of use asset addition under ASC 842 | 134,364 | |
Operating lease liabilities under ASC 842 | 134,364 | |
Debt and accrued interest converted to equity | 159,784 | |
Warrants issued for the issuance of debt | $ 370,267 |
NATURE OF OPERATIONS AND CONSOL
NATURE OF OPERATIONS AND CONSOLIDATION | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF OPERATIONS AND CONSOLIDATION | NOTE 1 - NATURE OF OPERATIONS AND CONSOLIDATION NutraLife BioSciences, Inc. F/K/A NutraFuels, Inc. (“We” or the “Company”) is the producer and distributor of nutritional supplements that uses micro molecular formulae and a utilization of an oral spray to provide faster and more efficient absorption. Our products are sold to private label distributers who sell the products we manufacture under their own brand name as well as under our own brand name. |
BASIS OF PRESENTATION AND SUMMA
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) in the United States of America (“U.S.”) as promulgated by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and with the rules and regulations of the U.S Securities and Exchange Commission (“SEC”). In our opinion, the accompanying unaudited condensed consolidated financial statements contain all adjustments (which are of a normal recurring nature) necessary for a fair presentation. Interim results are not necessarily indicative of results for a full year. Therefore, the interim unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, from which the accompanying condensed consolidated balance sheet dated December 31, 2020 was derived. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries: Precision Analytic Testing, LLC, NutraDerma Technologies, Inc., PhytoChem Technologies, Inc., and TransDermalRX, Inc. We operate as one reportable segment. All intercompany transactions and balances have been eliminated in consolidation. Recent Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”), which requires an entity to assess impairment of its financial instruments based on its estimate of expected credit losses. Since the issuance of ASU 2016-13, the FASB released several amendments to improve and clarify the implementation guidance. In November 2019, the FASB issued ASU 2019-10, “Financial Instruments - Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates,” which amended the effective date of the various topics. As the Company is a smaller reporting company, the provisions of ASU 2016-13 and the related amendments are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022 (quarter ending March 31, 2023 for the Company). Entities are required to apply these changes through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. The Company will evaluate the impact of ASU 2016-13 on the Company’s consolidated financial statements in a future period closer to the date of adoption. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This guidance became effective starting the quarter ended March 31, 2021. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements and related disclosures. In August 2020, the FASB issued ASU 2020-06, “Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity,” which simplifies and clarifies certain calculation and presentation matters related to convertible equity and debt instruments. Specifically, ASU-2020-06 removes requirements to separately account for conversion features as a derivative under ASC Topic 815 and removing the requirement to account for beneficial conversion features on such instruments. Accounting Standards Update 2020-06 also provides clearer guidance surrounding disclosure of such instruments and provides specific guidance for how such instruments are to be incorporated in the calculation of Diluted EPS. The guidance under ASU 2020-06 is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. The Company adopted this standard using a modified retrospective approach effective January 1, 2021. The adoption of this standard does not have a material impact on the Company’s consolidated financial statements and related disclosures. Management does not believe that any other recently issued, but not yet effective, accounting standard if currently adopted would have a material effect on the accompanying consolidated financial statements. Use of Estimates The preparation of the condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Cash The Company maintains its cash in bank deposit accounts, which may, at times, may exceed federally insured limits. The Company did no Inventories Inventories are stated at lower of cost or net realizable value utilizing the weighted average method of valuation and consist of raw materials and finished goods. The Company reduces inventory on hand to its net realizable value on an item-by-item basis when it is apparent that the expected realizable value of an inventory item falls below its original cost. A charge to cost of sales results when the estimated net realizable value of specific inventory items declines below cost. Management regularly reviews the Company’s inventories for such declines in value. Inventory consists of the following: SCHEDULE OF INVENTORIES September 30, 2021 December 31, 2020 Raw Materials $ 429,554 $ 356,901 Finished Goods 141,003 210,626 Inventories $ 570,557 $ 567,527 Allowance for Doubtful Accounts We establish the existence of bad debts through a review of several factors including historical collection experience, current aging status of the customer accounts, and financial condition of our customers. The allowance for doubtful accounts is $ 0 Property and Equipment All property and equipment are recorded at cost and depreciated over their estimated useful lives, generally three, seven and twelve years, using the straight-line method. Upon sale or retirement, the cost and related accumulated depreciation are eliminated from their respective accounts, and the resulting gain or loss is included in the results of operations. Repairs and maintenance charges, which do not increase the useful lives of the assets, are charged to operations as incurred. Leasehold improvements are amortized over their estimated useful lives or the remaining term of the lease, whichever is shorter. Impairment of Long-Lived Assets A long-lived asset is tested for impairment whenever events or changes in circumstances indicate that its carrying value amount may not be recoverable. An impairment loss is recognized when the carrying amount of the asset exceeds the sum of the undiscounted cash flows resulting from its use and eventual disposition. The impairment loss is measured as the amount by which the carrying amount of the long-lived assets exceeds its fair value. Impairment charges would be included with costs and expenses in the Company’s condensed consolidated statements of operations and would result in reduced carrying amounts of the related assets on the Company’s condensed consolidated balance sheets. No Revenue Recognition The Company accounts for revenue under the guidance of FASB ASC 606, “Revenue from Contracts from Customers” (“ASC 606”). ASC 606 prescribes a five-step model that focuses on transfer of control and entitlement to payment when determining the amount of revenue to be recognized. Under the guidance, an entity is required to perform the following five steps: (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when (or as) the entity satisfies a performance obligation. The Company generates revenues from the sale of products. The product is invoiced, and the revenue is recognized upon shipment or once transfer of risk has passed to the customer, which is the point at which the Company has satisfied its performance obligation. Payments received in advance from customers are recorded as customer deposits until earned, at which time revenue is recognized. We recognize certain revenues under bill and hold arrangements with certain customers when the Company has fulfilled all of its performance obligations, the units are segregated for the specific customer only, and the goods are ready for physical transfer to the customer in accordance with their defined contract delivery schedule. For any requested bill and hold arrangement, we make an evaluation as to whether the bill and hold arrangement qualifies for revenue recognition. The customer must initiate the request for the bill and hold arrangement. The customer must make a fixed commitment to purchase the items. The risk of ownership is passed to the customer, and payment terms are not modified. The Company’s revenues accounted for under ASC 606 do not require significant estimates or judgements based on the nature of the Company’s revenue. The Company’s contracts do not include multiple performance obligations or variable consideration. All of the Company’s sales resulted from contracts with customers for the nine months ended September 30, 2021 and 2020. Income Taxes The Company recorded no the Company continues to provide a valuation allowance against its net deferred tax assets since the Company believes it is more than likely than not that its deferred tax assets will not be realized. Net Loss Per Share Basic loss per share excludes dilution and is computed by dividing the loss attributable to stockholders by the weighted-average number of shares outstanding for the period. Diluted loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that shared in the earnings of the Company. Diluted loss per share is computed by dividing the loss available to stockholders by the weighted average number of shares outstanding for the period and dilutive potential shares outstanding unless consideration of such dilutive potential shares would result in anti-dilution. The following equity and debt securities were excluded from the computation of net loss per share. SCHEDULE OF WARRANTS AND CONVERTIBLE NOTES EXCLUDED FROM COMPUTATION OF NET LOSS PER SHARE September 30, 2021 September 30,2020 (Shares) (Shares) Warrants 94,487,348 22,560,598 Series B Preferred Stock 4,038,309 - Convertible notes payable, and accrued interest 10,341,666 3,089,378 108,867,323 25,649,976 Related Party Transactions All transactions with related parties are in the normal course of operations and are measured at the exchange amount. Leases The Company accounts for leases under FASB ASU 2016-02, “Leases” (ASC 842) and other associated standards, which defines a lease as any contract that conveys the right to use a specific asset for a period of time in exchange for consideration. ASC 842 requires the recognition of the right-of-use assets and related operating and finance lease liabilities on the balance sheet and the disclosure of key information about certain leasing arrangements. Under ASC 842, all leases are required to be recorded on the balance sheet and are classified as either operating leases or finance leases (formerly called capital leases). The lease classification affects the expense recognition in the income statement. Operating lease charges are recorded entirely in operating expenses. Finance lease charges are split, where amortization of the right-of-use asset is recorded in operating expenses and an implied interest component is recorded in interest expense. Leases are classified as a finance lease if any of the following criteria are met: 1. The lease transfers ownership of the underlying asset to the lessee by the end of the lease term. 2. The lease grants the lessee an option to purchase the underlying asset that the lessee is reasonably certain to exercise. 3. The lease term is for the major part of the remaining economic life of the underlying asset. 4. The present value of the sum of lease payments and any residual value guaranteed by the lessee equals or exceeds substantially all of the fair value of the underlying asset. 5. The underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term. For any leases that do not meet the criteria identified above for finance leases, the Company treats such leases as operating leases. As of September 30, 2021, the Company has two finance leases and three operating leases. Under the current guidance, both finance and operating leases are reflected on the balance sheet as lease or “right-of -use” assets and lease liabilities. There are some exceptions, which the Company has elected in its accounting policies. For leases with terms of twelve months or less, or below the Company’s general capitalization policy threshold, the Company elects an accounting policy to not recognize lease assets and lease liabilities for all asset classes. The Company recognizes lease expense for such leases generally on a straight-line basis over the lease term. The Company determines if a contract is a lease at the inception of the arrangement. The Company reviews all options to extend, terminate, or purchase its right-of-use assets at the inception of the lease and accounts for these options when they are reasonably certain to be exercised. Certain leases contain non-lease components, such as common area maintenance, which are generally accounted for separately. In general, the Company will assess if non-lease components are fixed and determinable, or variable, when determining if the component should be included in the lease liability. For purposes of calculating the present value of the lease obligations, the Company utilizes the implicit interest rate within the lease agreement when known and/or determinable, and otherwise utilizes its incremental borrowing rate at the time of the lease agreement. The related right-of-use asset is initially measured at cost, which primarily comprises of the initial amount of the lease liability. Lease expense for operating leases consists of the lease payments plus any initial direct costs and is recognized on a straight-line basis over the lease term. Included in lease expense are any variable lease payments incurred in the period that were not included in the initial lease liability. Lease expense for finance leases consists of the amortization of the right-of-use asset on a straight-line basis over the lease term and interest expense determined on an amortized cost basis. The lease payments are allocated between a reduction of the lease liability and interest expense. Intangible Asset Intangible asset represents the value assigned to intellectual property and is amortized based on the economic benefit expected to be realized. |
LIQUIDITY AND GOING CONCERN CON
LIQUIDITY AND GOING CONCERN CONSIDERATIONS | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
LIQUIDITY AND GOING CONCERN CONSIDERATIONS | NOTE 3 - LIQUIDITY AND GOING CONCERN CONSIDERATIONS Our condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. We sustained a net loss of $ 4,037,838 45,768,639 959,286 In December 2019, a novel strain of coronavirus (COVID-19) was reported to have surfaced in China and began to spread around the world in early 2020. In reaction to decreased supply of and increased demand for sanitizer products, the Company shifted its manufacturing to produce sanitizer products. The Company’s other business operations have been impacted negatively by COVID-19 due to government restrictions and the overall adverse effect on the global economy. The Company expects COVID-19 to continue to negatively impact its operating results and its ability to obtain financing. The Company is currently in the process of raising capital to complete and finalize the build-out of its facility in Deerfield Beach for the purpose of consolidating its operations. The structure of the capital raise is currently in development. The Company is continuing its path to profitability through increased business development, marketing and sales of the Company’s multiple lines of topical, ingestible and skincare health and wellness products. The Company is also focused on completing an efficacy clinical study on its patented mosquito bug patch with plans upon a successful conclusion to launch globally in the very near future, adding to the Company’s suite of wellness products. Failure to successfully continue to grow operational revenues could harm our profitability and adversely affect our financial condition and results of operations. We face all of the risks inherent in a new business, including the need for significant additional capital, management’s potential underestimation of initial and ongoing costs, and potential delays and other problems in connection with establishing sales channels. We are continuing our plan to further grow and expand operations and seek sources of capital to pay our contractual obligations as they come due. Management believes that its current operating strategy will provide the opportunity for us to continue as a going concern as long as we are able to obtain additional financing; however, there is no assurance this will occur. The accompanying consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern. |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | NOTE 4 – PROPERTY AND EQUIPMENT, NET A summary of property and equipment at September 30, 2021 and December 31,2020 is as follows: SUMMARY OF PROPERTY AND EQUIPMENT September 30, 2021 December 31, 2020 (Unaudited) Furniture and equipment $ 1,959,694 $ 1,959,694 Leasehold improvements 840,728 840,728 Property and equipment, at cost 2,800,422 2,800,422 Less: accumulated depreciation (530,133 ) (485,761 ) Property and equipment, net $ 2,270,289 $ 2,314,661 Depreciation expense for the three months ended September 30, 2021 and 2020 totaled $ 17,449 15,389 Depreciation expense for the nine months ended September 30, 2021 and 2020 totaled $ 44,372 48,641 |
INTANGIBLE ASSET, NET
INTANGIBLE ASSET, NET | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSET, NET | NOTE 5 – INTANGIBLE ASSET, NET In February 2019, the Company acquired certain intellectual property consisting of patent rights. The aggregate purchase price paid in connection with the patent purchase was $ 714,640 130,000 3,300,000 0.177 584,640 Of the 3,300,000 shares, 1,800,000 shares were provided at closing and 1,500,000 were to be provided one year thereafter 265,500 11 years 16,242 16,225 48,726 48,726 173,248 124,522 SCHEDULE OF ESTIMATE AMORTIZATION EXPENSE 2021 (remainder of year) $ 16,242 2022 65,000 2023 65,000 2024 65,000 2025 65,000 Thereafter 265,150 Estimated Amortization Expense $ 541,392 There is no |
INVESTMENT
INVESTMENT | 9 Months Ended |
Sep. 30, 2021 | |
Investments, All Other Investments [Abstract] | |
INVESTMENT | NOTE 6 – INVESTMENT On November 2, 2020 in connection with a manufacturing, distribution and sales agreement with a third party distributor (the “Distributor”), the Company issued 12.5 250 1,000 On the first business day following the 180-day anniversary of closing, if the share price of the Distributor is less than $ 4.00 1 250,000 4.00 1 250,000 The Company determined to initially value the convertible preferred stock investment using the Black-Scholes option pricing model using the following inputs: stock price: $ 4.00 4.00 one year 0.13% The Company made this investment to realize strategic benefits for its business, rather than to generate income or capital gains. Because the Company owns less than 20% The investment balance as of September 30, 2021 and December 31, 2020 is $ 383,326 no |
ACCRUED EXPENSES
ACCRUED EXPENSES | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES | NOTE 7 – ACCRUED EXPENSES A summary of accrued expenses is as follows: SUMMARY OF ACCRUED EXPENSES September 30, 2021 December 31, 2020 (Unaudited) Officer – Bonus $ 475,000 $ 400,000 Accrued Expenses - Other 27,050 15,456 Accrued Interest – Related Party 134,176 91,048 Accrued Interest 200,788 103,811 Other Current Liabilities 94,385 52,849 Accrued Rent 11,853 123,331 Accrued Expenses $ 943,252 $ 786,495 |
NOTES PAYABLE
NOTES PAYABLE | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTE 8 – NOTES PAYABLE Notes Payable In January 2021, the Company entered into a Note Exchange Agreement whereby a note holder of the Company agreed to exchange their current note that was in default, for a new promissory note and a warrant to acquire 1,200,000 0.08 three years During the six month period ended June 30, 2021, the Company received proceeds aggregating $ 215,000 due dates ranging from January to March 2022 10% During the quarter ended September 30,2021, the Company received proceeds aggregating $ 297,500 due dates ranging from August to September 2022 30,000 0.08 During the nine month period ended September 30, 2021 an aggregate of 12,787,500 0.08 three years The warrants to purchase common stock issued to the noteholders were treated as debt discounts. The gross proceeds of the notes were allocated to debt and warrants issued on a relative fair value basis. The warrants’ relative fair value was calculated using the Black-Scholes Merton valuation model with the following inputs: an expected and contractual life of three years, an assumed volatility ranging from 191.0 229.93 zero 0.18% 0.56% The debt discounts associated with the warrants are amortized through the maturity date of the notes, on a straight-line basis which approximates the effective interest method due to the short-term nature of the notes. Amortization of the debt discount is reported as finance costs in the Statement of Operations. The Company allocated $ 370,267 During the quarter ended June 30, 2021, the Company entered into debt settlement agreements with two of its noteholders whereby the Company issued 1,997,312 7,989,250 0.08 two years The amount converted was an aggregate of $ 125,010 34,774 Convertible Note Payable to Shareholder In June 2019, the Company entered into an Investment Agreement that included a secured convertible 5.75% 1,000,000 Included in the Investment Agreement is a royalty agreement whereby the investor received 500,000 shares of the Company’s common stock and will be entitled to a royalty of 8.5% from the revenue generated from the “collateral processors” while the principal is outstanding and 5% thereafter on the first two collateral processors for a period of 10 years. In addition to the collateral, the note is secured by a Pledge Agreement from a related-party that included a mortgage lien on certain real property as additional collateral. The collateral processors are not yet in service. Therefore, revenue generated from them and the related royalties due cannot be estimated at this time and will be expensed as incurred in the future. The Company is currently in default of this note, however, the parties are in negotiation to reach settlement terms. Debt Discounts Total amortization associated with all debt discounts was $ 116,816 297,325 59,180 622,204 Note Payable, SBA On April 23, 2020, the Company received an aggregate of $ 254,700 244,700 On February 26, 2021, the Company received an aggregate of $ 243,275 1. Commencing on the date that is one (1) month after the earlier of the following dates: (i) the date (A) Lender receives the applicable forgiveness amount from the Small Business Association (“SBA”) related to the note or (B) Lender receives notice or confirmation that SBA has determined that the Company is ineligible for forgiveness of the note or (ii) the date that is ten (10) months after the end of the Forgiveness Covered Period (as defined in the note agreement) 2. If the Company has not applied for forgiveness of this note by such date, in either case consisting of consecutive monthly payments of principal and interest, with the principal component of each such payment based upon the level amortization of principal over a five year period from the date the loan evidenced by this note is funded (or such later date as may be required by any rules and regulations promulgated by the SBA with respect to the Paycheck Protection Program that are applicable to Paycheck Protection Program loans funded on the date the note evidenced by this note was funded) (such date, the “Amortization Commencement Date”) and a final payment equal to the balance of unpaid principal plus accrued and unpaid interest and any other amounts owed hereunder due and payable on the date that is sixty (60) months from the Amortization Commencement Date (the “maturity date”) 3. All payments shall first be applied to any accrued but unpaid interest including, without limitation, any deferred but unpaid interest. Notwithstanding, in the event the Loan, or any portion thereof, is forgiven pursuant to the Paycheck Protection Program under the federal CARES Act, the amount so forgiven shall be applied to principal. 4. The Company may prepay this note at any time without payment of any premium. 5. Interest shall be accrued at a rate of 1% The Lender is participating in the Paycheck Protection Program to help businesses impacted by the economic impact from COVID-19. Forgiveness of this loan is only available for principal that is used for the limited purposes that qualify for forgiveness under the SBA’s requirements; and that to obtain forgiveness, the Company must request it and must provide documentation in accordance with the SBA requirements and certify that the amounts the Company is requesting to be forgiven qualify under those requirements. The Company elected to treat the loan as debt under FASB ASC 470. As such, the Company will derecognize the liability when the loan is forgiven, and the Company is legally released from the loan. Principal payments on the Second Draw are due as follows: SCHEDULE OF NOTES PAYABLE 2022 $ 55,918 2023 58,525 2024 59,114 2025 59,708 2026 10,010 Total $ 243,275 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 9 - STOCKHOLDERS’ EQUITY In January 2021, the Company issued 15,000,000 0.1025 three years In January 2021, the Company issued 7,500,000 0.1025 three years In April 2021, the Company issued 2,000,000 0.125 three years The warrants issued as compensation were valued at $ 2,229,990 191.0% 224.75% zero 0.22% 0.36% In April through September 2021, the Company issued 4,350,000 17,400,000 348,000 0.08 two years In July 2021, the Company issued 1,000,000 120,000 Preferred Stock The Company’s board of directors is authorized to issue, at any time, without further stockholder approval, up to 10,000 Series A Preferred Stock (“Series A Preferred”) On November 30, 2012, the board of directors of the Company created Series A Preferred. The Series A Preferred has the following rights and preferences: 1. The shares are not entitled to dividends or liquidation preferences. 2. Each share has voting rights equal to 500,000 shares of the Company’s common stock. 3. So long as Series A Preferred shares are outstanding, the Company cannot take certain actions (as defined in the certificate of designation) without the consent of the holders of 100% of the Series A Preferred shares. On November 30, 2012, Edgar Ward, the Company’s President, CEO, and director, was granted 1,000 1,000 1,000 As of September 30, 2021 and December 31, 2020, 1,000 Series B Convertible Preferred Stock (“Series B Preferred”) On September 30, 2020, the Company designated 110 149,567 4.99% In March, 2021, the Company issued 10 164,524 During the third quarter ended September 30 2021, three shares of Series B Preferred was converted to 448,701 As of September 30, 2021 and December 31, 2020, 27 20 |
LEASES
LEASES | 9 Months Ended |
Sep. 30, 2021 | |
Leases | |
LEASES | NOTE 10 – LEASES In conjunction with the new guidance for leases, as defined by the FASB with ASU 2016-02, “Leases (Topic 842),” the Company has described the existing leases as operating as further described below: The Company leases their office and warehouse facilities located in in Coconut Creek, Florida under a non-cancelable operating lease agreement that expires in February 2022 In June 2017, the Company entered into a lease for an additional facility located in Deerfield Beach, Florida under a non-cancelable operating lease. The term of the lease is for 86 months 3% In July and September of 2019, the Company’s wholly owned subsidiary, Phytochem, entered into two separate lease agreements for office and warehouse space located in Onalaska, Wisconsin, that commenced on August 1 and October 1, respectively. Each lease is for six-month terms with four (4) renewal options to extend for six additional months. The Company expects to occupy one of the spaces for the full term of the lease totaling 30 months The Company terminated its lease on the other facility in May 2020, without penalty. 3% In June 2021, the Company entered into a verbal, month-to-month sub-lease agreement for the Wisconsin location. Rental income totaled $ 30,000 50,000 In addition to rent, the Company pays certain insurance, maintenance, and other costs related to its leased spaces. As of December 31, 2020, in the consolidated balance sheet, the Company has right-of-use assets of $ 661,141 711,593 214,000 In the September 30, 2021 condensed consolidated balance sheet, the Company has right-of-use assets of $ 504,037 and a lease liability of approximately $ 549,000 , of which $ 164,000 is reported as a current liability. The weighted average remaining lease term is 39 months 10% The following table presents a reconciliation of the undiscounted future minimum lease payments remaining under the operating lease reported as operating lease liability on the condensed consolidated balance sheet as of June 30, 2021: SCHEDULE OF OPERATING LEASES UNDISCOUNTED FUTURE MINIMUM LEASE PAYMENTS Undiscounted future minimum lease payments: 2021 (remainder of year) $ 62,500 2022 199,000 2023 189,400 2024 195,100 Total undiscounted future minimum lease payments 545,200 Less: amount representing imputed interest (97,000 ) Operating lease liability $ 549,000 Supplemental cash flow information related to leases is as follows, for the nine months ended September 30, SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO LEASES September 30, 2021 September 30, 2020 Cash paid for amounts included in the measurement of operating lease liabilities $ 421,517 $ 182,214 Lease expense for the operating leases was $ 98,953 144,661 287,448 332,374 Finance Leases: The Company has acquired certain equipment under agreements that are classified as finance leases. The cost of the equipment under finance leases is included in the balance sheet as property and equipment. The finance lease equipment was approximately $ 110,000 11,827 8,950 Minimum lease payments required by these finance leases are as follows: Undiscounted future minimum lease payments: SCHEDULE OF FINANCE LEASES UNDISCOUNTED FUTURE MINIMUM LEASE PAYMENTS 2021 (remainder of year) $ 6,200 2022 17,000 2023 2,100 Total undiscounted future minimum lease payments 25,300 Less: amount representing interest (2,842 ) Less: current portion (21,000 ) Present value of minimum lease payments, net of current portion $ 1,458 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 11 - COMMITMENTS AND CONTINGENCIES The Company is subject to asserted claims and liabilities that arise in the ordinary course of business. The Company maintains insurance policies to mitigate potential losses from these actions. In the opinion of management, the amount of the ultimate liability with respect to those actions will not materially affect the Company’s financial position or results of operations. As of September 30, 2021, the Company is not aware of any asserted claims. |
BASIS OF PRESENTATION AND SUM_2
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) in the United States of America (“U.S.”) as promulgated by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and with the rules and regulations of the U.S Securities and Exchange Commission (“SEC”). In our opinion, the accompanying unaudited condensed consolidated financial statements contain all adjustments (which are of a normal recurring nature) necessary for a fair presentation. Interim results are not necessarily indicative of results for a full year. Therefore, the interim unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, from which the accompanying condensed consolidated balance sheet dated December 31, 2020 was derived. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries: Precision Analytic Testing, LLC, NutraDerma Technologies, Inc., PhytoChem Technologies, Inc., and TransDermalRX, Inc. We operate as one reportable segment. All intercompany transactions and balances have been eliminated in consolidation. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”), which requires an entity to assess impairment of its financial instruments based on its estimate of expected credit losses. Since the issuance of ASU 2016-13, the FASB released several amendments to improve and clarify the implementation guidance. In November 2019, the FASB issued ASU 2019-10, “Financial Instruments - Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates,” which amended the effective date of the various topics. As the Company is a smaller reporting company, the provisions of ASU 2016-13 and the related amendments are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022 (quarter ending March 31, 2023 for the Company). Entities are required to apply these changes through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. The Company will evaluate the impact of ASU 2016-13 on the Company’s consolidated financial statements in a future period closer to the date of adoption. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This guidance became effective starting the quarter ended March 31, 2021. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements and related disclosures. In August 2020, the FASB issued ASU 2020-06, “Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity,” which simplifies and clarifies certain calculation and presentation matters related to convertible equity and debt instruments. Specifically, ASU-2020-06 removes requirements to separately account for conversion features as a derivative under ASC Topic 815 and removing the requirement to account for beneficial conversion features on such instruments. Accounting Standards Update 2020-06 also provides clearer guidance surrounding disclosure of such instruments and provides specific guidance for how such instruments are to be incorporated in the calculation of Diluted EPS. The guidance under ASU 2020-06 is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. The Company adopted this standard using a modified retrospective approach effective January 1, 2021. The adoption of this standard does not have a material impact on the Company’s consolidated financial statements and related disclosures. Management does not believe that any other recently issued, but not yet effective, accounting standard if currently adopted would have a material effect on the accompanying consolidated financial statements. |
Use of Estimates | Use of Estimates The preparation of the condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. |
Cash | Cash The Company maintains its cash in bank deposit accounts, which may, at times, may exceed federally insured limits. The Company did no |
Inventories | Inventories Inventories are stated at lower of cost or net realizable value utilizing the weighted average method of valuation and consist of raw materials and finished goods. The Company reduces inventory on hand to its net realizable value on an item-by-item basis when it is apparent that the expected realizable value of an inventory item falls below its original cost. A charge to cost of sales results when the estimated net realizable value of specific inventory items declines below cost. Management regularly reviews the Company’s inventories for such declines in value. Inventory consists of the following: SCHEDULE OF INVENTORIES September 30, 2021 December 31, 2020 Raw Materials $ 429,554 $ 356,901 Finished Goods 141,003 210,626 Inventories $ 570,557 $ 567,527 |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts We establish the existence of bad debts through a review of several factors including historical collection experience, current aging status of the customer accounts, and financial condition of our customers. The allowance for doubtful accounts is $ 0 |
Property and Equipment | Property and Equipment All property and equipment are recorded at cost and depreciated over their estimated useful lives, generally three, seven and twelve years, using the straight-line method. Upon sale or retirement, the cost and related accumulated depreciation are eliminated from their respective accounts, and the resulting gain or loss is included in the results of operations. Repairs and maintenance charges, which do not increase the useful lives of the assets, are charged to operations as incurred. Leasehold improvements are amortized over their estimated useful lives or the remaining term of the lease, whichever is shorter. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets A long-lived asset is tested for impairment whenever events or changes in circumstances indicate that its carrying value amount may not be recoverable. An impairment loss is recognized when the carrying amount of the asset exceeds the sum of the undiscounted cash flows resulting from its use and eventual disposition. The impairment loss is measured as the amount by which the carrying amount of the long-lived assets exceeds its fair value. Impairment charges would be included with costs and expenses in the Company’s condensed consolidated statements of operations and would result in reduced carrying amounts of the related assets on the Company’s condensed consolidated balance sheets. No |
Revenue Recognition | Revenue Recognition The Company accounts for revenue under the guidance of FASB ASC 606, “Revenue from Contracts from Customers” (“ASC 606”). ASC 606 prescribes a five-step model that focuses on transfer of control and entitlement to payment when determining the amount of revenue to be recognized. Under the guidance, an entity is required to perform the following five steps: (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when (or as) the entity satisfies a performance obligation. The Company generates revenues from the sale of products. The product is invoiced, and the revenue is recognized upon shipment or once transfer of risk has passed to the customer, which is the point at which the Company has satisfied its performance obligation. Payments received in advance from customers are recorded as customer deposits until earned, at which time revenue is recognized. We recognize certain revenues under bill and hold arrangements with certain customers when the Company has fulfilled all of its performance obligations, the units are segregated for the specific customer only, and the goods are ready for physical transfer to the customer in accordance with their defined contract delivery schedule. For any requested bill and hold arrangement, we make an evaluation as to whether the bill and hold arrangement qualifies for revenue recognition. The customer must initiate the request for the bill and hold arrangement. The customer must make a fixed commitment to purchase the items. The risk of ownership is passed to the customer, and payment terms are not modified. The Company’s revenues accounted for under ASC 606 do not require significant estimates or judgements based on the nature of the Company’s revenue. The Company’s contracts do not include multiple performance obligations or variable consideration. All of the Company’s sales resulted from contracts with customers for the nine months ended September 30, 2021 and 2020. |
Income Taxes | Income Taxes The Company recorded no the Company continues to provide a valuation allowance against its net deferred tax assets since the Company believes it is more than likely than not that its deferred tax assets will not be realized. |
Net Loss Per Share | Net Loss Per Share Basic loss per share excludes dilution and is computed by dividing the loss attributable to stockholders by the weighted-average number of shares outstanding for the period. Diluted loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that shared in the earnings of the Company. Diluted loss per share is computed by dividing the loss available to stockholders by the weighted average number of shares outstanding for the period and dilutive potential shares outstanding unless consideration of such dilutive potential shares would result in anti-dilution. The following equity and debt securities were excluded from the computation of net loss per share. SCHEDULE OF WARRANTS AND CONVERTIBLE NOTES EXCLUDED FROM COMPUTATION OF NET LOSS PER SHARE September 30, 2021 September 30,2020 (Shares) (Shares) Warrants 94,487,348 22,560,598 Series B Preferred Stock 4,038,309 - Convertible notes payable, and accrued interest 10,341,666 3,089,378 108,867,323 25,649,976 |
Related Party Transactions | Related Party Transactions All transactions with related parties are in the normal course of operations and are measured at the exchange amount. |
Leases | Leases The Company accounts for leases under FASB ASU 2016-02, “Leases” (ASC 842) and other associated standards, which defines a lease as any contract that conveys the right to use a specific asset for a period of time in exchange for consideration. ASC 842 requires the recognition of the right-of-use assets and related operating and finance lease liabilities on the balance sheet and the disclosure of key information about certain leasing arrangements. Under ASC 842, all leases are required to be recorded on the balance sheet and are classified as either operating leases or finance leases (formerly called capital leases). The lease classification affects the expense recognition in the income statement. Operating lease charges are recorded entirely in operating expenses. Finance lease charges are split, where amortization of the right-of-use asset is recorded in operating expenses and an implied interest component is recorded in interest expense. Leases are classified as a finance lease if any of the following criteria are met: 1. The lease transfers ownership of the underlying asset to the lessee by the end of the lease term. 2. The lease grants the lessee an option to purchase the underlying asset that the lessee is reasonably certain to exercise. 3. The lease term is for the major part of the remaining economic life of the underlying asset. 4. The present value of the sum of lease payments and any residual value guaranteed by the lessee equals or exceeds substantially all of the fair value of the underlying asset. 5. The underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term. For any leases that do not meet the criteria identified above for finance leases, the Company treats such leases as operating leases. As of September 30, 2021, the Company has two finance leases and three operating leases. Under the current guidance, both finance and operating leases are reflected on the balance sheet as lease or “right-of -use” assets and lease liabilities. There are some exceptions, which the Company has elected in its accounting policies. For leases with terms of twelve months or less, or below the Company’s general capitalization policy threshold, the Company elects an accounting policy to not recognize lease assets and lease liabilities for all asset classes. The Company recognizes lease expense for such leases generally on a straight-line basis over the lease term. The Company determines if a contract is a lease at the inception of the arrangement. The Company reviews all options to extend, terminate, or purchase its right-of-use assets at the inception of the lease and accounts for these options when they are reasonably certain to be exercised. Certain leases contain non-lease components, such as common area maintenance, which are generally accounted for separately. In general, the Company will assess if non-lease components are fixed and determinable, or variable, when determining if the component should be included in the lease liability. For purposes of calculating the present value of the lease obligations, the Company utilizes the implicit interest rate within the lease agreement when known and/or determinable, and otherwise utilizes its incremental borrowing rate at the time of the lease agreement. The related right-of-use asset is initially measured at cost, which primarily comprises of the initial amount of the lease liability. Lease expense for operating leases consists of the lease payments plus any initial direct costs and is recognized on a straight-line basis over the lease term. Included in lease expense are any variable lease payments incurred in the period that were not included in the initial lease liability. Lease expense for finance leases consists of the amortization of the right-of-use asset on a straight-line basis over the lease term and interest expense determined on an amortized cost basis. The lease payments are allocated between a reduction of the lease liability and interest expense. |
Intangible Asset | Intangible Asset Intangible asset represents the value assigned to intellectual property and is amortized based on the economic benefit expected to be realized. |
BASIS OF PRESENTATION AND SUM_3
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
SCHEDULE OF INVENTORIES | SCHEDULE OF INVENTORIES September 30, 2021 December 31, 2020 Raw Materials $ 429,554 $ 356,901 Finished Goods 141,003 210,626 Inventories $ 570,557 $ 567,527 |
SCHEDULE OF WARRANTS AND CONVERTIBLE NOTES EXCLUDED FROM COMPUTATION OF NET LOSS PER SHARE | SCHEDULE OF WARRANTS AND CONVERTIBLE NOTES EXCLUDED FROM COMPUTATION OF NET LOSS PER SHARE September 30, 2021 September 30,2020 (Shares) (Shares) Warrants 94,487,348 22,560,598 Series B Preferred Stock 4,038,309 - Convertible notes payable, and accrued interest 10,341,666 3,089,378 108,867,323 25,649,976 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
SUMMARY OF PROPERTY AND EQUIPMENT | A summary of property and equipment at September 30, 2021 and December 31,2020 is as follows: SUMMARY OF PROPERTY AND EQUIPMENT September 30, 2021 December 31, 2020 (Unaudited) Furniture and equipment $ 1,959,694 $ 1,959,694 Leasehold improvements 840,728 840,728 Property and equipment, at cost 2,800,422 2,800,422 Less: accumulated depreciation (530,133 ) (485,761 ) Property and equipment, net $ 2,270,289 $ 2,314,661 |
INTANGIBLE ASSET, NET (Tables)
INTANGIBLE ASSET, NET (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF ESTIMATE AMORTIZATION EXPENSE | SCHEDULE OF ESTIMATE AMORTIZATION EXPENSE 2021 (remainder of year) $ 16,242 2022 65,000 2023 65,000 2024 65,000 2025 65,000 Thereafter 265,150 Estimated Amortization Expense $ 541,392 |
ACCRUED EXPENSES (Tables)
ACCRUED EXPENSES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
SUMMARY OF ACCRUED EXPENSES | A summary of accrued expenses is as follows: SUMMARY OF ACCRUED EXPENSES September 30, 2021 December 31, 2020 (Unaudited) Officer – Bonus $ 475,000 $ 400,000 Accrued Expenses - Other 27,050 15,456 Accrued Interest – Related Party 134,176 91,048 Accrued Interest 200,788 103,811 Other Current Liabilities 94,385 52,849 Accrued Rent 11,853 123,331 Accrued Expenses $ 943,252 $ 786,495 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF NOTES PAYABLE | Principal payments on the Second Draw are due as follows: SCHEDULE OF NOTES PAYABLE 2022 $ 55,918 2023 58,525 2024 59,114 2025 59,708 2026 10,010 Total $ 243,275 |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Leases | |
SCHEDULE OF OPERATING LEASES UNDISCOUNTED FUTURE MINIMUM LEASE PAYMENTS | The following table presents a reconciliation of the undiscounted future minimum lease payments remaining under the operating lease reported as operating lease liability on the condensed consolidated balance sheet as of June 30, 2021: SCHEDULE OF OPERATING LEASES UNDISCOUNTED FUTURE MINIMUM LEASE PAYMENTS Undiscounted future minimum lease payments: 2021 (remainder of year) $ 62,500 2022 199,000 2023 189,400 2024 195,100 Total undiscounted future minimum lease payments 545,200 Less: amount representing imputed interest (97,000 ) Operating lease liability $ 549,000 |
SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO LEASES | Supplemental cash flow information related to leases is as follows, for the nine months ended September 30, SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO LEASES September 30, 2021 September 30, 2020 Cash paid for amounts included in the measurement of operating lease liabilities $ 421,517 $ 182,214 |
SCHEDULE OF FINANCE LEASES UNDISCOUNTED FUTURE MINIMUM LEASE PAYMENTS | Undiscounted future minimum lease payments: SCHEDULE OF FINANCE LEASES UNDISCOUNTED FUTURE MINIMUM LEASE PAYMENTS 2021 (remainder of year) $ 6,200 2022 17,000 2023 2,100 Total undiscounted future minimum lease payments 25,300 Less: amount representing interest (2,842 ) Less: current portion (21,000 ) Present value of minimum lease payments, net of current portion $ 1,458 |
SCHEDULE OF INVENTORIES (Detail
SCHEDULE OF INVENTORIES (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||
Raw Materials | $ 429,554 | $ 356,901 |
Finished Goods | 141,003 | 210,626 |
Inventories | $ 570,557 | $ 567,527 |
SCHEDULE OF WARRANTS AND CONVER
SCHEDULE OF WARRANTS AND CONVERTIBLE NOTES EXCLUDED FROM COMPUTATION OF NET LOSS PER SHARE (Details) - shares | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities | 108,867,323 | 25,649,976 |
Convertible Series B Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities | 4,038,309 | |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities | 94,487,348 | 22,560,598 |
Convertible Debt Securities [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities | 10,341,666 | 3,089,378 |
BASIS OF PRESENTATION AND SUM_4
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | |||||
Cash, FDIC insured amount | $ 0 | $ 0 | $ 0 | ||
Allowance for doubtful accounts | 0 | 0 | $ 0 | ||
Asset impairment charges | 0 | $ 0 | 0 | $ 0 | |
Income tax expense | |||||
Income tax description | the Company continues to provide a valuation allowance against its net deferred tax assets since the Company believes it is more than likely than not that its deferred tax assets will not be realized. |
LIQUIDITY AND GOING CONCERN C_2
LIQUIDITY AND GOING CONCERN CONSIDERATIONS (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||||
Net loss | $ 688,257 | $ 848,495 | $ 2,501,086 | $ 571,931 | $ 317,735 | $ 1,019,832 | $ 4,037,838 | $ 1,909,498 | |
Accumulated deficit | $ 45,768,639 | 45,768,639 | $ 41,730,801 | ||||||
Cash used in operating activities | $ 959,286 | $ 905,513 |
SUMMARY OF PROPERTY AND EQUIPME
SUMMARY OF PROPERTY AND EQUIPMENT (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, at cost | $ 2,800,422 | $ 2,800,422 |
Less: accumulated depreciation | (530,133) | (485,761) |
Property and equipment, net | 2,270,289 | 2,314,661 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, at cost | 1,959,694 | 1,959,694 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, at cost | $ 840,728 | $ 840,728 |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 17,449 | $ 15,389 | $ 44,372 | $ 48,641 |
SCHEDULE OF ESTIMATE AMORTIZATI
SCHEDULE OF ESTIMATE AMORTIZATION EXPENSE (Details) | Sep. 30, 2021USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2021 (remainder of year) | $ 16,242 |
2022 | 65,000 |
2023 | 65,000 |
2024 | 65,000 |
2025 | 65,000 |
Thereafter | 265,150 |
Estimated Amortization Expense | $ 541,392 |
INTANGIBLE ASSET, NET (Details
INTANGIBLE ASSET, NET (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Feb. 28, 2019 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||||||
Stock Issued During Period, Value, Other | $ 265,500 | $ 265,500 | ||||
Amortization of Intangible Assets | $ 16,242 | $ 16,225 | 48,726 | $ 48,726 | ||
Finite-Lived Intangible Assets, Accumulated Amortization | 173,248 | 173,248 | $ 124,522 | |||
Asset impairment charges | $ 0 | $ 0 | $ 0 | $ 0 | ||
Patents [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Payments to Acquire Intangible Assets | $ 714,640 | |||||
Aggregate purchase price in cash | $ 130,000 | |||||
Finite-Lived Intangible Assets, Remaining Amortization Period | 11 years | |||||
Patents [Member] | Common Stock [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Stock Issued During Period, Shares, Purchase of Assets | 3,300,000 | |||||
Shares Issued, Price Per Share | $ 0.177 | |||||
Stock Issued During Period, Value, Purchase of Assets | $ 584,640 | |||||
[custom:IssuanceOfSharesDescription] | Of the 3,300,000 shares, 1,800,000 shares were provided at closing and 1,500,000 were to be provided one year thereafter |
INVESTMENT (Details Narrative)
INVESTMENT (Details Narrative) - USD ($) | Nov. 02, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Stock issued during period, value | $ 25,000 | $ 100,000 | ||||||
Equity method investment, ownership percentage | 20.00% | 20.00% | ||||||
Investment | $ 383,326 | $ 383,326 | $ 383,326 | |||||
Asset impairment charges | $ 0 | $ 0 | $ 0 | $ 0 | ||||
Common Stock [Member] | ||||||||
Stock issued during period, shares | 4,350,000 | 384,615 | 1,538,461 | |||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 448,701 | |||||||
Stock issued during period, value | $ 38 | $ 154 | ||||||
Convertible Preferred Stock [Member] | ||||||||
Stock price | $ 4 | |||||||
Exercise price | $ 4 | |||||||
Expected term | 1 year | |||||||
Risk free rate | 0.13% | |||||||
Distributor [Member] | ||||||||
Stock issued during period, shares | 12,500,000 | |||||||
Distributor [Member] | Common Stock [Member] | ||||||||
Stock issued during period, shares | 250,000 | |||||||
Issuance of shares description | On the first business day following the 180-day anniversary of closing, if the share price of the Distributor is less than $4.00, the Distributor will provide the Company its common stock valued at $1 million, less 250,000 common shares, for no additional consideration. | |||||||
Stock price | $ 4 | |||||||
Stock issued during period, value | $ 1,000,000 | |||||||
Distributor [Member] | Common Stock [Member] | One Year Anniversary [Member] | ||||||||
Stock issued during period, shares | 250,000 | |||||||
Stock price | $ 4 | |||||||
Stock issued during period, value | $ 100,000 | |||||||
Distributor [Member] | Convertible Preferred Stock [Member] | ||||||||
Stock issued during period, shares | 250 | |||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 1,000 |
SUMMARY OF ACCRUED EXPENSES (De
SUMMARY OF ACCRUED EXPENSES (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Officer – Bonus | $ 475,000 | $ 400,000 |
Accrued Expenses - Other | 27,050 | 15,456 |
Accrued Interest – Related Party | 134,176 | 91,048 |
Accrued Interest | 200,788 | 103,811 |
Other Current Liabilities | 94,385 | 52,849 |
Accrued Rent | 11,853 | 123,331 |
Accrued Expenses | $ 943,252 | $ 786,495 |
SCHEDULE OF NOTES PAYABLE (Deta
SCHEDULE OF NOTES PAYABLE (Details) | Sep. 30, 2021USD ($) |
Debt Disclosure [Abstract] | |
2022 | $ 55,918 |
2023 | 58,525 |
2024 | 59,114 |
2025 | 59,708 |
2026 | 10,010 |
Total | $ 243,275 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | Mar. 12, 2021 | Apr. 23, 2020 | Feb. 26, 2021 | Sep. 30, 2019 | Sep. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Jan. 02, 2021 | Dec. 31, 2020 |
Short-term Debt [Line Items] | |||||||||||||
Proceeds from notes payable | $ 243,275 | $ 254,700 | |||||||||||
Interest Payable | $ 200,788 | 200,788 | $ 103,811 | ||||||||||
Notes payable to shareholders | 2,468,046 | 2,468,046 | $ 2,153,498 | ||||||||||
Amortization of debt discount | 116,816 | $ 59,180 | 297,325 | $ 622,204 | |||||||||
Paycheck Protection Program And Coronavirus Aid Relief Economic Security Act [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Debt instrument interest rate | 1.00% | ||||||||||||
Debt forgiveness | $ 244,700 | ||||||||||||
Two Noteholders [Member] | Debt Settlement Agreement [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Conversion of Stock, Amount Converted | 125,010 | ||||||||||||
Interest Payable | $ 34,774 | $ 34,774 | |||||||||||
Warrant One [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Warrants exercise price | $ 0.08 | ||||||||||||
Warrants term | 3 years | ||||||||||||
Warrant [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Number of warrants issued | 17,400,000 | 17,400,000 | |||||||||||
Warrants exercise price | $ 0.08 | $ 0.08 | |||||||||||
Warrants term | 2 years | 2 years | |||||||||||
Warrant [Member] | Noteholders [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Number of warrants issued | 12,787,500 | 12,787,500 | |||||||||||
Warrant Two [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Warrants exercise price | $ 0.08 | $ 0.08 | |||||||||||
Warrant Three [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Warrants term | 3 years | 3 years | |||||||||||
Expected dividend rate | 0.00% | ||||||||||||
Warrant Three [Member] | Minimum [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Expected annual volatility | 191.00% | ||||||||||||
Expected risk-free interest rate | 0.18% | ||||||||||||
Warrant Three [Member] | Maximum [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Expected annual volatility | 229.93% | ||||||||||||
Expected risk-free interest rate | 0.56% | ||||||||||||
Warrant Four [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Gross proceeds from issuance of stock | $ 370,267 | ||||||||||||
Common Stock [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Stock issued during the period, shares | 4,350,000 | 384,615 | 1,538,461 | ||||||||||
Common Stock [Member] | Two Noteholders [Member] | Debt Settlement Agreement [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Warrants exercise price | $ 0.08 | $ 0.08 | |||||||||||
Warrants term | 2 years | 2 years | |||||||||||
Stock issued during the period, shares | 1,997,312 | ||||||||||||
Warrants to acquire common stock | 7,989,250 | 7,989,250 | |||||||||||
New Promissory Note [Member] | Warrant One [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Number of warrants issued | 1,200,000 | ||||||||||||
Short Term Promissory Notes Payable [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Proceeds from notes payable | $ 215,000 | ||||||||||||
Debt instrument, maturity date, description | due dates ranging from January to March 2022 | ||||||||||||
Debt instrument interest rate | 10.00% | ||||||||||||
Short Term Promissory Notes Payable [Member] | Paycheck Protection Program And Coronavirus Aid Relief Economic Security Act [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Proceeds from notes payable | $ 254,700 | $ 243,275 | |||||||||||
Two Convertible Promissory Notes Payable [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Proceeds from notes payable | $ 297,500 | ||||||||||||
Debt instrument, maturity date, description | due dates ranging from August to September 2022 | ||||||||||||
Original issue discount | $ 30,000 | ||||||||||||
Shares issued price, per share | $ 0.08 | $ 0.08 | |||||||||||
Secured Convertible Five Point Seven Five Percentage Promissory Note Payable [Member] | Investment Agreement [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Debt instrument interest rate | 5.75% | ||||||||||||
Notes payable to shareholders | $ 1,000,000 | ||||||||||||
Debt description | Included in the Investment Agreement is a royalty agreement whereby the investor received 500,000 shares of the Company’s common stock and will be entitled to a royalty of 8.5% from the revenue generated from the “collateral processors” while the principal is outstanding and 5% thereafter on the first two collateral processors for a period of 10 years. |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) | Mar. 31, 2021USD ($)shares | Nov. 30, 2012USD ($)shares | Jul. 31, 2021USD ($)shares | Apr. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2021USD ($)$ / sharesshares | Jun. 30, 2020USD ($)shares | Mar. 31, 2020USD ($)shares | Jan. 31, 2021$ / sharesshares | Dec. 31, 2020shares | Sep. 30, 2020shares |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Shares issued for consulting services, shares | 1,000,000 | |||||||||
Shares issued for consulting services, value | $ | $ 120,000 | $ 120,000 | $ 47,023 | |||||||
Preferred stock, shares authorized | 10,000 | |||||||||
Stock issued during period, value | $ | $ 25,000 | $ 100,000 | ||||||||
Equity ownership percentage | 20.00% | |||||||||
Preferred Stock [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Preferred stock, shares authorized | 10,000 | |||||||||
Series A Preferred Stock [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Preferred stock, voting rights | Each share has voting rights equal to 500,000 shares of the Company’s common stock. | |||||||||
Preferred stock, shares outstanding | 1,000 | 1,000 | ||||||||
Series B Convertible Preferred Stock [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Preferred stock, shares authorized | 110 | |||||||||
Convertible preferred stock shares issued | 149,567 | |||||||||
Equity ownership percentage | 4.99% | |||||||||
Series B Preferred Stock [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Preferred stock, shares outstanding | 27 | 20 | ||||||||
Shares converted | 448,701 | |||||||||
Warrant [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Number of warrants issued | 17,400,000 | |||||||||
Warrants exercise price | $ / shares | $ 0.08 | |||||||||
Warrants, term | 2 years | |||||||||
Warrants outstanding amount | $ | $ 348,000 | |||||||||
Warrant [Member] | Measurement Input, Price Volatility [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Warrants issued as compensation | $ | $ 2,229,990 | |||||||||
Warrant [Member] | Measurement Input, Price Volatility [Member] | Minimum [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Warrants and rights outstanding, measurement input | 191 | |||||||||
Warrant [Member] | Measurement Input, Price Volatility [Member] | Maximum [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Warrants and rights outstanding, measurement input | 224.75 | |||||||||
Warrant [Member] | Measurement Input, Expected Dividend Rate [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Warrants and rights outstanding, measurement input | 0 | |||||||||
Warrant [Member] | Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Warrants and rights outstanding, measurement input | 0.22 | |||||||||
Warrant [Member] | Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Warrants and rights outstanding, measurement input | 0.36 | |||||||||
Common Stock [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Stock issued during the period, shares | 4,350,000 | 384,615 | 1,538,461 | |||||||
Shares issued for consulting services, shares | 1,000,000 | 470,229 | ||||||||
Shares issued for consulting services, value | $ | $ 100 | $ 47 | ||||||||
Stock issued during period, value | $ | $ 38 | $ 154 | ||||||||
Chief Executive Officer President And Director [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Number of warrants issued | 15,000,000 | |||||||||
Warrants exercise price | $ / shares | $ 0.1025 | |||||||||
Warrants, term | 3 years | |||||||||
Chief Executive Officer President And Director [Member] | Warrant [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Number of warrants issued | 7,500,000 | |||||||||
Warrants exercise price | $ / shares | $ 0.1025 | |||||||||
Warrants, term | 3 years | |||||||||
Production manager [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Number of warrants issued | 2,000,000 | |||||||||
Warrants exercise price | $ / shares | $ 0.125 | |||||||||
Warrants, term | 3 years | |||||||||
Edgar Ward [Member] | Series A Preferred Stock [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Stock issued during the period, shares | 1,000 | |||||||||
Stock issued during period, value | $ | $ 1,000 | |||||||||
Preferred stock, redemption amount | $ | $ 1,000 | |||||||||
Three Consultants [Member] | Series B Preferred Stock [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Stock issued during the period, shares | 10 | |||||||||
Value of shares issued as compensation for consultants | $ | $ 164,524 |
SCHEDULE OF OPERATING LEASES UN
SCHEDULE OF OPERATING LEASES UNDISCOUNTED FUTURE MINIMUM LEASE PAYMENTS (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Leases | ||
2021 (remainder of year) | $ 62,500 | |
2022 | 199,000 | |
2023 | 189,400 | |
2024 | 195,100 | |
Total undiscounted future minimum lease payments | 545,200 | |
Less: amount representing imputed interest | (97,000) | |
Operating lease liability | $ 549,000 | $ 711,593 |
SCHEDULE OF SUPPLEMENTAL CASH F
SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO LEASES (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Leases | ||
Cash paid for amounts included in the measurement of operating lease liabilities | $ 421,517 | $ 182,214 |
SCHEDULE OF FINANCE LEASES UNDI
SCHEDULE OF FINANCE LEASES UNDISCOUNTED FUTURE MINIMUM LEASE PAYMENTS (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Leases | ||
2021 (remainder of year) | $ 6,200 | |
2022 | 17,000 | |
2023 | 2,100 | |
Total undiscounted future minimum lease payments | 25,300 | |
Less: amount representing interest | (2,842) | |
Less: current portion | (21,000) | $ (20,000) |
Present value of minimum lease payments, net of current portion | $ 1,458 | $ 17,187 |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Jun. 30, 2017 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Sep. 30, 2017 | |
Operating lease, right-of-use asset | $ 504,037 | $ 504,037 | $ 661,141 | |||||
Operating lease liability | 549,000 | 549,000 | 711,593 | |||||
Operating lease, current liability | $ 164,000 | $ 164,000 | 214,000 | |||||
Weighted average remaining lease term | 39 months | 39 months | ||||||
Weighted average discount rate | 10.00% | 10.00% | ||||||
Operating lease expense | $ 98,953 | $ 144,661 | $ 287,448 | $ 332,374 | ||||
Finance lease equipment | 110,000 | 110,000 | 110,000 | |||||
Finance lease equipment, accumulated depreciation | 11,827 | $ 11,827 | $ 8,950 | |||||
Phytochem [Member] | ||||||||
Description of operating lease | In July and September of 2019, the Company’s wholly owned subsidiary, Phytochem, entered into two separate lease agreements for office and warehouse space located in Onalaska, Wisconsin, that commenced on August 1 and October 1, respectively. Each lease is for six-month terms with four (4) renewal options to extend for six additional months. The Company expects to occupy one of the spaces for the full term of the lease totaling 30 months. The Company terminated its lease on the other facility in May 2020, without penalty. The remaining lease calls for an annual 3% increase to base rent. | |||||||
Lessee, operating lease, term of contract | 30 months | |||||||
Annual increases to base rent percent | 3.00% | |||||||
Coconut Creek, Florida [Member] | ||||||||
Operating lease expiration description | The Company terminated its lease on the other facility in May 2020, without penalty. | expires in February 2022 | ||||||
Deerfield Beach, Florida [Member] | ||||||||
Description of operating lease | the Company entered into a lease for an additional facility located in Deerfield Beach, Florida under a non-cancelable operating lease. The term of the lease is for 86 months beginning on January 1, 2018 and calls for yearly 3% increases to base rent, with monthly payments that commenced in March 2018. | |||||||
Lessee, operating lease, term of contract | 86 months | |||||||
Annual increases to base rent percent | 3.00% | |||||||
WISCONSIN | Sub Lease Agreement [Member] | ||||||||
Rental income | $ 30,000 | $ 50,000 |