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 | 333-194337 | |
Entity Registrant Name | MediXall Group, Inc. | |
Entity Central Index Key | 0001601280 | |
Entity Tax Identification Number | 33-0864127 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 2929 East Commercial Blvd. | |
Entity Address, Address Line Two | PH-D | |
Entity Address, City or Town | Ft. Lauderdale | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33308 | |
City Area Code | 954 | |
Local Phone Number | 440-4678 | |
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 | 107,446,970 |
CONDENDSED CONSOLIDATED BALANCE
CONDENDSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
CURRENT ASSETS: | ||
Cash | $ 349,538 | $ 645,762 |
Prepaid expenses - related party | 305,696 | 480,000 |
Other assets | 3,484 | 8,000 |
Total current assets | 658,718 | 1,133,762 |
Furniture and equipment, net | 22,696 | 26,536 |
Right-of-use-operating lease asset | 331,592 | 43,757 |
Website and development costs | 453,084 | 439,404 |
Total assets | 1,466,090 | 1,643,459 |
CURRENT LIABILITIES: | ||
Accounts payable and accrued expenses | 477,070 | 571,405 |
Accounts payable and accrued expenses - related party | 560,581 | 477,231 |
Operating lease liability | 333,082 | 47,200 |
Note payable | 25,373 | |
Total current liabilities | 1,370,733 | 1,121,209 |
Note payable, net of current portion | 140,346 | |
Total liabilities | 1,370,733 | 1,261,555 |
STOCKHOLDERS' EQUITY: | ||
Common Stock, $0.001 par value 750,000,000 shares authorized; 106,873,220 and 98,898,130 shares issued and outstanding | 106,873 | 98,898 |
Additional paid-in capital | 23,949,039 | 19,862,918 |
Accumulated deficit | (23,964,504) | (19,581,816) |
Total stockholders' equity | 95,357 | 381,904 |
Total liabilities and stockholders' equity | 1,466,090 | 1,643,459 |
Series A Preferred Stock [Member] | ||
STOCKHOLDERS' EQUITY: | ||
Preferred Stock, Value, Issued | 265 | 265 |
Series B Preferred Stock [Member] | ||
STOCKHOLDERS' EQUITY: | ||
Preferred Stock, Value, Issued | $ 3,684 | $ 1,639 |
CONDENDSED CONSOLIDATED BALAN_2
CONDENDSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Common Stock, Par value | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 750,000,000 | 750,000,000 |
Common Stock, shares issued | 106,873,220 | 98,898,130 |
Common Stock, shares outstanding | 106,873,220 | 98,898,130 |
Series A Preferred Stock [Member] | ||
Convertible Preferred stock, par value | $ 0.001 | $ 0.001 |
Convertible Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Convertible Preferred stock, shares issued | 264,894 | 264,894 |
Convertible Preferred stock, shares outstanding | 264,894 | 264,894 |
Series B Preferred Stock [Member] | ||
Convertible Preferred stock, par value | $ 0.001 | $ 0.001 |
Convertible Preferred stock, shares authorized | 4,000,000 | 4,000,000 |
Convertible Preferred stock, shares issued | 3,684,360 | 1,639,360 |
Convertible Preferred stock, shares outstanding | 3,684,360 | 1,639,360 |
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] | ||||
Revenue | $ 3,773 | $ 173,686 | ||
Operating Expenses | ||||
Professional fees | 323,316 | 241,454 | 1,004,976 | 1,145,895 |
Professional fees - related party | 40,000 | 104,050 | 451,038 | 245,050 |
Management fees - related party | 240,000 | 120,000 | 600,000 | 360,000 |
Personnel related expenses | 533,130 | 428,633 | 1,817,042 | 1,998,460 |
Other selling, general and administrative | 258,498 | 72,494 | 683,318 | 214,321 |
Total Operating Expenses | 1,394,944 | 966,631 | 4,556,374 | 3,963,726 |
Loss before income taxes | (1,391,171) | (966,631) | (4,382,688) | (3,963,726) |
Income taxes | ||||
Net loss | (1,391,171) | (966,631) | (4,382,688) | (3,963,726) |
Less preferred stock dividends | 65,636 | 214,414 | ||
Net loss to common stockholders’ | $ (1,456,807) | $ (966,631) | $ (4,597,102) | $ (3,963,726) |
Net loss per common share - basic and diluted | $ (0.01) | $ (0.01) | $ (0.04) | $ (0.04) |
Weighted average number of common shares outstanding during the periods - basic and diluted | 105,948,985 | 93,506,088 | 103,147,965 | 88,660,995 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY (Unaudited) - USD ($) | Series A Voting Preferred Stock [Member] | Series B Voting Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 265 | $ 80,953 | $ 13,966,326 | $ (13,649,784) | $ 397,760 | |
Beginning balance shares at Dec. 31, 2019 | 264,894 | 80,952,554 | ||||
Proceeds received pursuant to Private Placement Memorandum, net of $0 offering costs (unaudited) | $ 1,907 | 499,843 | 501,750 | |||
Proceeds received pursuant to Private Placement Memorandum, net of $0 offering costs (unaudited), Shares | 1,907,000 | |||||
Common stock issued for services (unaudited) | $ 3,964 | 1,039,101 | 1,043,065 | |||
Common stock issued for services (unaudited), Shares | 3,964,376 | |||||
Net loss (unaudited) | (1,851,085) | (1,851,085) | ||||
Ending balance, value at Mar. 31, 2020 | $ 265 | $ 86,824 | 15,505,270 | (15,500,869) | 91,490 | |
Ending balance shares at Mar. 31, 2020 | 264,894 | 86,823,930 | ||||
Proceeds received pursuant to Private Placement Memorandum, net of $0 offering costs (unaudited) | $ 2,350 | 594,650 | 597,000 | |||
Proceeds received pursuant to Private Placement Memorandum, net of $0 offering costs (unaudited), Shares | 2,350,000 | |||||
Proceeds received from sale of Preferred Stock (unaudited) | $ 500 | 499,500 | 500,000 | |||
Proceeds received from sale of Preferred Stock,shares | 500,000 | |||||
Common stock issued for services (unaudited) | $ 1,880 | 468,120 | 470,000 | |||
Common stock issued for services (unaudited), Shares | 1,880,000 | |||||
Net loss (unaudited) | (1,146,010) | (1,146,010) | ||||
Ending balance, value at Jun. 30, 2020 | $ 265 | $ 500 | $ 91,054 | 17,067,540 | (16,646,879) | 512,480 |
Ending balance shares at Jun. 30, 2020 | 264,894 | 500,000 | 91,053,930 | |||
Proceeds received pursuant to Private Placement Memorandum, net of $0 offering costs (unaudited) | $ 3,754 | 906,746 | 910,500 | |||
Proceeds received pursuant to Private Placement Memorandum, net of $0 offering costs (unaudited), Shares | 3,754,000 | |||||
Proceeds received from sale of Preferred Stock (unaudited) | $ 278 | 277,283 | 277,561 | |||
Proceeds received from sale of Preferred Stock,shares | 277,560 | |||||
Common stock issued for services (unaudited) | $ 1,000 | (1,000) | ||||
Common stock issued for services (unaudited), Shares | 1,000,000 | |||||
Net loss (unaudited) | (966,631) | (966,631) | ||||
Ending balance, value at Sep. 30, 2020 | $ 265 | $ 778 | $ 95,808 | 18,250,569 | (17,613,510) | 733,910 |
Ending balance shares at Sep. 30, 2020 | 264,894 | 777,560 | 95,807,930 | |||
Beginning balance, value at Dec. 31, 2020 | $ 265 | $ 1,639 | $ 98,898 | 19,862,918 | (19,581,816) | 381,904 |
Beginning balance shares at Dec. 31, 2020 | 264,894 | 1,639,360 | 98,898,130 | |||
Proceeds received pursuant to Private Placement Memorandum, net of $0 offering costs (unaudited) | $ 2,488 | 619,387 | 621,875 | |||
Proceeds received pursuant to Private Placement Memorandum, net of $0 offering costs (unaudited), Shares | 2,487,550 | |||||
Proceeds received from sale of Preferred Stock (unaudited) | $ 1,345 | 1,343,655 | 1,345,000 | |||
Proceeds received from sale of Preferred Stock (unaudited), Shares | 1,345,000 | |||||
Net loss (unaudited) | (1,332,301) | (1,332,301) | ||||
Ending balance, value at Mar. 31, 2021 | $ 265 | $ 2,984 | $ 101,386 | 21,825,960 | (20,914,117) | 1,016,478 |
Ending balance shares at Mar. 31, 2021 | 264,894 | 2,984,360 | 101,385,680 | |||
Proceeds received pursuant to Private Placement Memorandum, net of $0 offering costs (unaudited) | $ 1,289 | 326,211 | 327,500 | |||
Proceeds received pursuant to Private Placement Memorandum, net of $0 offering costs (unaudited), Shares | 1,290,000 | |||||
Common stock issued for services (unaudited) | $ 2,714 | 675,661 | 678,375 | |||
Common stock issued for services (unaudited), Shares | 2,713,500 | |||||
Net loss (unaudited) | (1,659,216) | (1,659,216) | ||||
Ending balance, value at Jun. 30, 2021 | $ 265 | $ 2,984 | $ 105,389 | 22,827,832 | (22,573,333) | 363,137 |
Ending balance shares at Jun. 30, 2021 | 264,894 | 2,984,360 | 105,389,180 | |||
Proceeds received pursuant to Private Placement Memorandum, net of $0 offering costs (unaudited) | $ 1,444 | 411,972 | 413,416 | |||
Proceeds received pursuant to Private Placement Memorandum, net of $0 offering costs (unaudited), Shares | 1,444,040 | |||||
Proceeds received from sale of Preferred Stock (unaudited) | $ 700 | 699,275 | 699,975 | |||
Proceeds received from sale of Preferred Stock (unaudited), Shares | 700,000 | |||||
Common stock issued for services (unaudited) | $ 40 | 9,960 | 10,000 | |||
Common stock issued for services (unaudited), Shares | 40,000 | |||||
Net loss (unaudited) | (1,391,171) | (1,391,171) | ||||
Ending balance, value at Sep. 30, 2021 | $ 265 | $ 3,684 | $ 106,873 | $ 23,949,039 | $ (23,964,504) | $ 95,357 |
Ending balance shares at Sep. 30, 2021 | 264,894 | 3,684,360 | 106,873,220 |
CONSOLIDATED STATEMENTS OF CH_2
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY (Unaudited) (Parenthetical) - USD ($) | 3 Months Ended | |||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | |
Common Stock [Member] | ||||||
Offering costs | $ 0 | $ 0 | $ 0 | $ 0 | $ 3,000 | $ 0 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (4,382,688) | $ (3,963,726) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 3,840 | 3,000 |
Common stock issued as compensation for services | 688,375 | 1,513,065 |
Gain from forgiveness of note payable | (165,719) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses - related party | 174,304 | (297,630) |
Other assets | 4,516 | |
Accounts payable and accrued expenses | (94,335) | 187,709 |
Accounts payable and accrued expenses - related party | 83,350 | (241,870) |
Amortization of right-of-use operating lease asset | 36,754 | 51,970 |
Operating lease liability | (38,707) | (52,182) |
Net cash used in operating activities | (3,690,310) | (2,799,664) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of furniture and equipment | (8,874) | |
Website and development costs | (13,680) | (70,760) |
Net cash used in investing activities | (13,680) | (79,634) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from the sale of common stock, net of offering costs | 1,362,791 | 2,009,250 |
Proceeds from the sale of preferred stock | 2,044,975 | 777,561 |
Proceeds from long term debt | 165,719 | |
Net cash provided by financing activities | 3,407,766 | 2,952,530 |
Net (decrease) increase in cash | (296,224) | 73,232 |
Cash at beginning of period | 645,762 | 446,219 |
Cash at end of period | 349,538 | 519,451 |
Decrease in note payable resulting from gain on forgiveness of note payable | (165,719) | |
Right-of-use lease assets obtained in exchange for operating lease liabilities | $ 324,589 |
Organization and Nature of Oper
Organization and Nature of Operation | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Nature of Operation | Note 1 - Organization and Nature of Operation MediXall Group, Inc. (the "Company “or “MediXall”) was incorporated on December 21, 1998 under the laws of the State of Nevada under the name of IP Gate, Inc. The Company had various name changes since, to reflect changes in the Company’s operating strategies. MediXall is a technology and innovation-driven organization that has developed a new generation healthcare marketplace platform to address the growing needs of self-pay and high deductible consumers for greater transparency and price competition in their healthcare costs. The cloud-based MediXall.com platform connects patients with healthcare providers and wellness services. The Company’s targeted marketplace is Florida, with plans for a nationwide roll-out. Thus far, MediXall has launched the MediXall platform marketplace throughout Florida beginning in 2019 in a controlled launch and launched Health Karma throughout the U.S. in a beta release beginning in August 2020 and nationwide public launch in November 2020. The Company generated minimal revenue in 2021 and no revenue in 2020 as its online healthcare platform is still in the application and development stage. The revenue recognized in 2021 was driven almost entirely from the Paycheck Protection Program loan forgiveness. Further discussion on our operations, mission, and initiatives can be found in the Management’s Discussion and Analysis section of this report. The Company has the following wholly-owned subsidiaries: (1) IHL of Florida, Inc., which is dormant, (2) Medixall Financial Group, which is dormant, (3) Medixaid, Inc., and (4) MediXall.com, Inc., which were established to carry out the development and operation of our healthcare marketplace platform, and (5) Health Karma, Inc. which was established in 2020 to increase functionality of the MediXall platform. |
Going Concern
Going Concern | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | Note 2 – Going Concern The Company has an accumulated deficit of $ 23,964,504 Since the Company has generated minimal revenues from its planned operations, its ability to continue as a going concern is wholly dependent upon its ability to obtain additional financing. Since inception, the Company has funded operations through short-term borrowings, related party loans, and the proceeds from equity sales in order to meet its strategic objectives. The Company's future operations are dependent upon its ability to generate revenues along with additional external funding as needed. However, there can be no assurance that the Company will be able to obtain sufficient funds to continue the development of its business plan. Subsequent to September 30, 2021, the Company has issued 573,750 202,500 150,000 150,000 In view of these conditions, the ability of the Company to continue as a going concern is in substantial doubt and dependent upon achieving a profitable level of operations and on the ability of the Company to obtain necessary financing to fund ongoing operations. These unaudited condensed consolidated financial statements do not give effect to any adjustments which will be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts different from those reflected in the accompanying unaudited condensed consolidated financial statements. The unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 3 - Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited, condensed consolidated financial statements of the Company have been prepared in accordance with GAAP for interim financial information, and the Securities and Exchange Commission (“SEC”) rules for interim financial reporting. Certain information and footnote disclosures normally included in the condensed consolidated financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations. However, in the opinion of management, the accompanying interim condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the Company’s condensed consolidated financial position as of September 30, 2021 and the condensed consolidated results of operations and cash flows for the periods presented. The condensed consolidated results of operations for interim periods are not necessarily indicative of the results of operations to be expected for any subsequent interim period or for the fiscal year ending December 31, 2021. The accompanying unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2020 included in the Company’s Annual Report on Form 10-K, which was filed with the SEC on June 17, 2021. Principles of Consolidation These unaudited condensed consolidated financial statements presented are those of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated. Use of Estimates The preparation of the unaudited condensed consolidated financial statements in conformity with GAAP 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 periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the condensed consolidated financial statements, which management considered in formulating its estimate could change in the near term due to one or more future non-conforming events. Accordingly, the actual results could differ significantly from estimates. A material estimate that is particularly susceptible to significant change in the near-term relate to the determination of the impairment of website and development cost. The Company uses various assumptions and actuarial data it believes to be reasonable under the circumstances to make this estimate. Although considerable variability is likely to be inherent in this estimate, management believes that the amount provided is reasonable. This estimate is continually reviewed and adjusted if necessary. Such adjustments are reflected in current operations. Subsequent Events Management has evaluated events occurring subsequent to the unaudited condensed consolidated balance sheet date, through November 15, 2021, which is the date the unaudited condensed consolidated financial statements were issued, determining all subsequent events have been disclosed. On November 10, 2021, the Company entered into an agreement with the Maxim Group for sale of up to 20.0 million of units consisting of common stock and warrants to the Company's operations. Risks and Uncertainties The Company's operations are subject to significant risks and uncertainties including financial, operational and regulatory risks, including the potential risk of business failure. Additionally, the Company faces significant risk and uncertainty related to the coronavirus global pandemic (“COVID-19”) pandemic. Income Taxes The Company accounts for income taxes using the liability method prescribed by the Financial Accounting Standards Board’s (the “FASB”) Accounting Standards Codification 740, "Income Taxes". Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the year that includes the enactment date. Pursuant to accounting standards related to the accounting for uncertainty in income taxes, the evaluation of a tax position is a two-step process. The first step is to determine whether it is more likely than not that a tax position will be sustained upon examination, including the resolution of any related appeals or litigation based on the technical merits of that position. The second step is to measure a tax position that meets the more- likely-than-not threshold to determine the amount of benefit to be recognized in the financial statements. A tax position is measured at the largest amount of benefit that is greater than 50% likelihood of being realized upon ultimate settlement. Tax positions that previously failed to meet the more-likely-than -not recognition threshold should be recognized in the first subsequent period in which the threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not criteria should be de- recognized in the first subsequent financial reporting period in which the threshold is no longer met. The accounting standard also provides guidance on de- recognition, classification, interest and penalties, accounting in interim periods, disclosures, and transition. The Company assessed its earnings history, trends, and estimates of future earnings, and determined that the deferred tax asset could not be realized as of September 30, 2021. Accordingly, a valuation allowance was recorded against the net deferred tax asset. Revenue Recognition The Company had minimal revenues in 2021 and no revenue in 2020. The Company recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to receive in exchange for those goods or services. To achieve this core principle, five basic criteria must be met before revenue can be recognized: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to performance obligations in the contract; and (5) recognize revenue when or as the Company satisfies a performance obligation. Share-Based Payment Arrangements The Company applies the fair value method in accounting for its stock-based compensation. This standard states that compensation cost is measured at the grant date based on the fair value of the award and is recognized over the service period, which is usually the vesting period. The Company values the stock-based compensation at the market price for the Company's stock as of the date of issuance. Loss Per Share The computation of basic loss per share (“LPS”) is based on the weighted average number of shares that were outstanding during the period, including shares of common stock that are issuable at the end of the reporting period. The computation of diluted LPS is based on the number of basic weighted-average shares outstanding. The computation of diluted LPS does not assume conversion, exercise or contingent issuance of securities that would have an antidilutive effect on LPS. Therefore, when calculating LPS, there is no inclusion of dilutive securities as their inclusion in the LPS calculation is antidilutive. Following is the computation of basic and diluted loss per share for the three and month periods ended September 30, 2021 and 2020: Schedule of computation of basic and diluted net loss per share Three Months Ended Nine Months Ended September 30, September 30, 2021 2020 2021 2020 Basic and Diluted LPS Computation Numerator: Loss available to common stockholders $ (1,456,807 ) $ (966,631 ) $ (4,597,102 ) $ (3,963,726 ) Denominator: Weighted average number of common shares outstanding 105,948,985 93,506,088 103,147,965 88,660,995 Basic and diluted LPS $ (0.01 ) $ (0.01 ) $ (0.04 ) $ (0.04 ) Potentially dilutive securities not included in the calculation of diluted LPS attributable to common stockholders because to do so would be anti-dilutive are as follows (in common stock equivalent shares): Schedule of potentially dilutive securities not included in the calculation of diluted net loss per share Series A Preferred stock (convertible) 24,900,000 24,900,000 24,900,000 24,900,000 Series B Preferred stock (convertible) 14,737,440 3,110,240 14,737,440 3,110,240 Recoverability of Long-Lived Assets The Company assesses the recoverability of long-lived assets annually or whenever events or changes in circumstances indicate that expected future undiscounted cash flows might not be sufficient to support the carrying amount of an asset. The Company deems an asset to be impaired if a forecast of undiscounted future operating cash flows is less than the carrying amount. If an asset is determined to be impaired, the loss is measured as the amount by which the carrying value of the asset exceeds its fair value. There was no impairment of long-lived assets pertaining to the three and nine month periods ended September 30, 2021 and 2020. However, there can be no assurances that future impairment tests will not result in a charge to operations. Website and Development Costs Internal and external costs incurred to develop, the internal-use computer software during the application and development stage shall be capitalized subsequent to the preliminary project stage and when it is probable that the project will be completed. As of September 30, 2021, the Company has met the capitalization requirements and has incurred $ 453,084 Allowance for Uncollectible Accounts Receivable An allowance for uncollectible accounts receivable is recorded when management believes the uncollectability of the accounts receivable is confirmed. Subsequent recoveries, if any, are credited to the allowance. The allowance is determined based on management’s review of the debtor’s ability to repay and repayment history, aging history, and estimated value of collateral, if any. |
Preferred Stock
Preferred Stock | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Preferred Stock | Note 4 – Preferred Stock The Series A preferred shares are convertible into 24,900,000 On June 24, 2020, the Company filed with the Secretary of State of the State of Nevada (the “Secretary of State”) a certificate of designation (the “Certificate of Designation”) of Series B Convertible Preferred Stock 0.001 4,000,000 Upon the occurrence of the events as set forth in paragraph (a) or (b) below, each share of Series B Preferred Stock shall be converted into four (the “Conversion Ratio”) fully paid and non-assessable shares of common stock or any shares of capital stock or other securities of the Company into which such common stock shall hereafter be changed or reclassified (the “Conversion Shares”) as set forth in the Certificate of Designation. (a) Automatic Conversion Immediately upon the listing of the common stock for trading on the New York Stock Exchange or the Nasdaq Stock Market, all of the issued and outstanding shares of Series B Preferred Stock shall automatically be converted into Conversion Shares without any further action of any holder of Series B Preferred Stock (each, a “Series B Holder” and collectively, “Series B Holders”). There can be no assurance that the Company will apply for listing of its common stock on the New York Stock Exchange or the Nasdaq Stock Market, that it would meet the relevant listing standards if it did apply, or that a listing application would be accepted. (b) Optional Conversion A Series B Holder shall have the right at any time during the period beginning on the date which is six months following the date that the Series B Preferred Stock is initially issued and prior to any automatic conversion as provided in the Certificate of Designation, to convert all or any part of the outstanding Series B Preferred Stock held by such Series B Holder into Conversion Shares at the Conversion Ratio as provided in the Certificate of Designation, subject to limitations set forth in the Certificate of Designation. Dividends Series B Holders will be entitled to receive a quarterly dividend, until the conversion of the Series B Preferred Stock, at the rate of 8% 0.25 214,414 No Voting Rights Each share of Series B Preferred Stock shall have a number of votes on any matter submitted to the holders of the Company’s common stock, or any class thereof, for a vote, equal to the number of Conversion Shares into which the Series B Preferred Stock is then convertible, and shall vote together with the common stock, or any class thereof, as applicable, as one class on such matter for as long as the share of Series B Preferred Stock is issued and outstanding. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 – Related Party Transactions Pursuant to an agreement dated June 2013 and amended in June 2020, TBG Holdings Corp. (“TBG”), was engaged to provide business advisory services, manage and direct our public relations, provide recruiting services, develop and maintain material for market makers and investment bankers, provide general administrative services, and respond to incoming investor relations calls. TBG is owned in part by Neil Swartz, the Company’s Interim Chief Executive Officer and director, and a significant stockholder of the Company, and Timothy Hart, the Company’s Chief Financial Officer and director, and a significant stockholder of the Company. Under this agreement, we pay TBG a monthly fee of $ 40,000 40,000 240,000 120,000 600,000 360,000 At September 30, 2021 and December 31, 2020, the Company had prepaid management fees related to the aforementioned agreement with TBG amounting to $ 305,696 480,000 R3 Accounting LLC (“R3”), owned by Mr. Hart, provides accounting, tax and bookkeeping services to the Company. During the three and nine months ended September 30, 2021 and 2020, the Company expensed $ 40,000 104,050 175,538 245,050 At September 30, 2021 and December 31, 2020, the Company had short term cash advances outstanding due to Turnkey Capital, Inc. (“Turnkey”), a related party of the Company. The advances are due on demand, are unsecured, and do not bear any interest. During the three and nine month period ended September 30, 2021, the Company paid $ 0 275,500 no (Accounts payable and accrued expenses) prepaid expenses to related parties are as follows: Schedule of prepaid expenses (accounts payable and accrued expenses) to related parties Related Party At September 30, 2021 At December 31, 2020 TBG $ 305,696 $ 480,000 Turnkey (548,150 ) (457,300 ) R3 (12,431 ) (19,931 ) $ (254,885 ) $ 2,769 EGG Agreement On September 13, 2019, Turnkey entered into a Definitive Acquisition Agreement with Healthspan Medical Systems, Inc., doing business as EGG Health Hub, Inc. (“EGG”). On October 29, 2020, Turnkey and EGG executed a share exchange agreement in which EGG became a wholly owned subsidiary of Turnkey. Turnkey and EGG are related parties of the Company. EGG does not currently conduct any operations. EGG is a brand new model for healthcare and wellness that brings together top physicians and wellness professionals into co-practicing communities with shared access to a full-stack technology platform – scheduling, billing, client acquisition, and telemedicine – and flexible access to office space designed to optimize both the physician and client experience. This model creates a compelling new option for re-tenanting traditional shopping centers and mixed-use space. On July 27, 2020, the Company and Turnkey entered into an agreement in which the Company issued 1,000,000 1,000 |
Long Term Debt
Long Term Debt | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Long Term Debt | Note 6 – Long Term Debt During May 2020, the Company received a Paycheck Protection Program loan in the amount of $ 165,719 $165,719 |
Legal Contingencies
Legal Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Legal Contingencies | Note 7 – Legal Contingencies The Company has received a Subpoena from the SEC requesting certain documents in connection with an investigation styled, “In the Matter of TBG Holdings Corporation”. This investigation is a non-public, fact-finding inquiry and does not require disclosure by the Company. The Company has decided to disclose this matter in order to more fully keep our shareholders apprised of matters affecting the Company and its shareholders. The investigation in no way has made a conclusion that anyone has violated any securities laws or regulations. Also, this investigation does not mean the SEC has a negative opinion of any person, entity, or security. All SEC investigations are conducted privately. TBG Holdings Corp. (“TBG”) is owned in part by Neil Swartz, the Company’s Interim Chief Executive Officer and Chairman of the Board, and a significant stockholder of the Company, and Timothy Hart, the Company’s Chief Financial Officer, Treasurer, Secretary and director, and a significant stockholder of the Company. Pursuant to an agreement dated June 2013 and amended on May 20, 2019, TBG was engaged to provide business advisory services, manage and direct our public relations, provide recruiting services, develop and maintain material for market makers and investment bankers, provide general administrative services, and respond to incoming investor relations calls. In April, 2021 the Company entered into an additional contract with TBG to provide management services to our wholly-owned subsidiary, Health Karma, Inc. Under these agreements, the Company pays TBG a monthly fee of $ 80,000 As part of its investigation, the SEC has requested certain financial documents and information related to the Company, as well as documents related to transactions with R3, TBG and other entities. All transactions between the Company and each of TBG and R3 are routinely updated and disclosed in the Company’s Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, each as filed with the SEC. These filings can be found on the SEC’s public web site at https://www.sec.gov/cgi-bin/browse-edgar?CIK=1601280&owner=exclude. The web site is not incorporated herein by reference and is not a part of this Quarterly Report on Form 10-Q. The Company is cooperating fully with the SEC in its investigation and has supplied, and if requested, will continue to supply, the SEC with all documents requested in a timely fashion. To date, the SEC has not informed the Company that it has opened an investigation into the Company and at this time, the Company is not aware of any investigation into the Company by the SEC. From time to time, the Company may be the subject of pending or threatened legal actions and proceedings, including those that arise in the ordinary course of business. Management is not aware of any material pending legal proceedings, other than ordinary routine litigation incidental to the business, or proceedings known to be contemplated by governmental authorities, to which the Company or any of its subsidiaries is a party or of which any of their property is the subject. As of the date of this Quarterly Report on Form 10-Q, there are no material proceedings to which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or any associate of any such director, officer, affiliate of the Company, or security holder is a party adverse to the Company or any of its subsidiaries or has a material interest adverse to the Company or any of its subsidiaries. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation The accompanying unaudited, condensed consolidated financial statements of the Company have been prepared in accordance with GAAP for interim financial information, and the Securities and Exchange Commission (“SEC”) rules for interim financial reporting. Certain information and footnote disclosures normally included in the condensed consolidated financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations. However, in the opinion of management, the accompanying interim condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the Company’s condensed consolidated financial position as of September 30, 2021 and the condensed consolidated results of operations and cash flows for the periods presented. The condensed consolidated results of operations for interim periods are not necessarily indicative of the results of operations to be expected for any subsequent interim period or for the fiscal year ending December 31, 2021. The accompanying unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2020 included in the Company’s Annual Report on Form 10-K, which was filed with the SEC on June 17, 2021. |
Principles of Consolidation | Principles of Consolidation These unaudited condensed consolidated financial statements presented are those of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated. |
Use of Estimates | Use of Estimates The preparation of the unaudited condensed consolidated financial statements in conformity with GAAP 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 periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the condensed consolidated financial statements, which management considered in formulating its estimate could change in the near term due to one or more future non-conforming events. Accordingly, the actual results could differ significantly from estimates. A material estimate that is particularly susceptible to significant change in the near-term relate to the determination of the impairment of website and development cost. The Company uses various assumptions and actuarial data it believes to be reasonable under the circumstances to make this estimate. Although considerable variability is likely to be inherent in this estimate, management believes that the amount provided is reasonable. This estimate is continually reviewed and adjusted if necessary. Such adjustments are reflected in current operations. |
Subsequent Events | Subsequent Events Management has evaluated events occurring subsequent to the unaudited condensed consolidated balance sheet date, through November 15, 2021, which is the date the unaudited condensed consolidated financial statements were issued, determining all subsequent events have been disclosed. On November 10, 2021, the Company entered into an agreement with the Maxim Group for sale of up to 20.0 million of units consisting of common stock and warrants to the Company's operations. |
Risks and Uncertainties | Risks and Uncertainties The Company's operations are subject to significant risks and uncertainties including financial, operational and regulatory risks, including the potential risk of business failure. Additionally, the Company faces significant risk and uncertainty related to the coronavirus global pandemic (“COVID-19”) pandemic. |
Income Tax, Policy [Policy Text Block] | Income Taxes The Company accounts for income taxes using the liability method prescribed by the Financial Accounting Standards Board’s (the “FASB”) Accounting Standards Codification 740, "Income Taxes". Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the year that includes the enactment date. Pursuant to accounting standards related to the accounting for uncertainty in income taxes, the evaluation of a tax position is a two-step process. The first step is to determine whether it is more likely than not that a tax position will be sustained upon examination, including the resolution of any related appeals or litigation based on the technical merits of that position. The second step is to measure a tax position that meets the more- likely-than-not threshold to determine the amount of benefit to be recognized in the financial statements. A tax position is measured at the largest amount of benefit that is greater than 50% likelihood of being realized upon ultimate settlement. Tax positions that previously failed to meet the more-likely-than -not recognition threshold should be recognized in the first subsequent period in which the threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not criteria should be de- recognized in the first subsequent financial reporting period in which the threshold is no longer met. The accounting standard also provides guidance on de- recognition, classification, interest and penalties, accounting in interim periods, disclosures, and transition. The Company assessed its earnings history, trends, and estimates of future earnings, and determined that the deferred tax asset could not be realized as of September 30, 2021. Accordingly, a valuation allowance was recorded against the net deferred tax asset. |
Revenue Recognition | Revenue Recognition The Company had minimal revenues in 2021 and no revenue in 2020. The Company recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to receive in exchange for those goods or services. To achieve this core principle, five basic criteria must be met before revenue can be recognized: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to performance obligations in the contract; and (5) recognize revenue when or as the Company satisfies a performance obligation. |
Share-Based Payment Arrangements | Share-Based Payment Arrangements The Company applies the fair value method in accounting for its stock-based compensation. This standard states that compensation cost is measured at the grant date based on the fair value of the award and is recognized over the service period, which is usually the vesting period. The Company values the stock-based compensation at the market price for the Company's stock as of the date of issuance. |
Loss Per Share | Loss Per Share The computation of basic loss per share (“LPS”) is based on the weighted average number of shares that were outstanding during the period, including shares of common stock that are issuable at the end of the reporting period. The computation of diluted LPS is based on the number of basic weighted-average shares outstanding. The computation of diluted LPS does not assume conversion, exercise or contingent issuance of securities that would have an antidilutive effect on LPS. Therefore, when calculating LPS, there is no inclusion of dilutive securities as their inclusion in the LPS calculation is antidilutive. Following is the computation of basic and diluted loss per share for the three and month periods ended September 30, 2021 and 2020: Schedule of computation of basic and diluted net loss per share Three Months Ended Nine Months Ended September 30, September 30, 2021 2020 2021 2020 Basic and Diluted LPS Computation Numerator: Loss available to common stockholders $ (1,456,807 ) $ (966,631 ) $ (4,597,102 ) $ (3,963,726 ) Denominator: Weighted average number of common shares outstanding 105,948,985 93,506,088 103,147,965 88,660,995 Basic and diluted LPS $ (0.01 ) $ (0.01 ) $ (0.04 ) $ (0.04 ) Potentially dilutive securities not included in the calculation of diluted LPS attributable to common stockholders because to do so would be anti-dilutive are as follows (in common stock equivalent shares): Schedule of potentially dilutive securities not included in the calculation of diluted net loss per share Series A Preferred stock (convertible) 24,900,000 24,900,000 24,900,000 24,900,000 Series B Preferred stock (convertible) 14,737,440 3,110,240 14,737,440 3,110,240 |
Recoverability of Long-Lived Assets | Recoverability of Long-Lived Assets The Company assesses the recoverability of long-lived assets annually or whenever events or changes in circumstances indicate that expected future undiscounted cash flows might not be sufficient to support the carrying amount of an asset. The Company deems an asset to be impaired if a forecast of undiscounted future operating cash flows is less than the carrying amount. If an asset is determined to be impaired, the loss is measured as the amount by which the carrying value of the asset exceeds its fair value. There was no impairment of long-lived assets pertaining to the three and nine month periods ended September 30, 2021 and 2020. However, there can be no assurances that future impairment tests will not result in a charge to operations. |
Website and Development Costs | Website and Development Costs Internal and external costs incurred to develop, the internal-use computer software during the application and development stage shall be capitalized subsequent to the preliminary project stage and when it is probable that the project will be completed. As of September 30, 2021, the Company has met the capitalization requirements and has incurred $ 453,084 |
Allowance for Uncollectible Accounts Receivable | Allowance for Uncollectible Accounts Receivable An allowance for uncollectible accounts receivable is recorded when management believes the uncollectability of the accounts receivable is confirmed. Subsequent recoveries, if any, are credited to the allowance. The allowance is determined based on management’s review of the debtor’s ability to repay and repayment history, aging history, and estimated value of collateral, if any. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of computation of basic and diluted net loss per share | Schedule of computation of basic and diluted net loss per share Three Months Ended Nine Months Ended September 30, September 30, 2021 2020 2021 2020 Basic and Diluted LPS Computation Numerator: Loss available to common stockholders $ (1,456,807 ) $ (966,631 ) $ (4,597,102 ) $ (3,963,726 ) Denominator: Weighted average number of common shares outstanding 105,948,985 93,506,088 103,147,965 88,660,995 Basic and diluted LPS $ (0.01 ) $ (0.01 ) $ (0.04 ) $ (0.04 ) |
Schedule of potentially dilutive securities not included in the calculation of diluted net loss per share | Schedule of potentially dilutive securities not included in the calculation of diluted net loss per share Series A Preferred stock (convertible) 24,900,000 24,900,000 24,900,000 24,900,000 Series B Preferred stock (convertible) 14,737,440 3,110,240 14,737,440 3,110,240 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Schedule of prepaid expenses (accounts payable and accrued expenses) to related parties | Schedule of prepaid expenses (accounts payable and accrued expenses) to related parties Related Party At September 30, 2021 At December 31, 2020 TBG $ 305,696 $ 480,000 Turnkey (548,150 ) (457,300 ) R3 (12,431 ) (19,931 ) $ (254,885 ) $ 2,769 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Retained Earnings (Accumulated Deficit) | $ 23,964,504 | $ 19,581,816 |
Common Stock [Member] | ||
Stock issued | 573,750 | |
Proceeds from issue of stock | $ 202,500 | |
Preferred Stock [Member] | ||
Stock issued | 150,000 | |
Proceeds from issue of stock | $ 150,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Schedule of Basic and Diluted EPS) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Numerator: | ||||
Loss available to common stockholders | $ (1,456,807) | $ (966,631) | $ (4,597,102) | $ (3,963,726) |
Denominator: | ||||
Weighted average number of common shares outstanding | 105,948,985 | 93,506,088 | 103,147,965 | 88,660,995 |
Basic and diluted LPS | $ (0.01) | $ (0.01) | $ (0.04) | $ (0.04) |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Schedule of potentially dilutive securities) (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Series A Preferred Stock [Member] | ||||
Preferred stock (convertible) | 24,900,000 | 24,900,000 | 24,900,000 | 24,900,000 |
Series B Preferred Stock [Member] | ||||
Preferred stock (convertible) | 14,737,440 | 3,110,240 | 14,737,440 | 3,110,240 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details Narrative) | Sep. 30, 2021USD ($) |
Accounting Policies [Abstract] | |
Website and development costs | $ 453,084 |
Preferred Stock (Details Narrat
Preferred Stock (Details Narrative) - USD ($) | 9 Months Ended | ||
Sep. 30, 2021 | Dec. 31, 2020 | Jun. 24, 2020 | |
Series A Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Number of common stock issuable for total shares of convertible preferred stock | 24,900,000 | ||
Convertible Preferred stock, par value | $ 0.001 | $ 0.001 | |
Convertible Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |
Series B Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Convertible Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Convertible Preferred stock, shares authorized | 4,000,000 | 4,000,000 | 4,000,000 |
Dividend rate | 8.00% | ||
Stock Dividend | $ 0.25 | ||
Cumulative unpaid dividend | $ 214,414 | ||
Common stock issued in satisfaction of preferred stock dividend | 0 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | ||
Prepaid expenses- related party | $ 305,696 | $ 480,000 |
Accounts payable and accrued expenses - related party | (560,581) | (477,231) |
Due from (to) related party | (254,885) | 2,769 |
T B G Holdings Corp [Member] | ||
Related Party Transaction [Line Items] | ||
Prepaid expenses- related party | 305,696 | 480,000 |
Turnkey [Member] | ||
Related Party Transaction [Line Items] | ||
Accounts payable and accrued expenses - related party | (548,150) | (457,300) |
R3 Accounting LLC [Member] | ||
Related Party Transaction [Line Items] | ||
Accounts payable and accrued expenses - related party | $ (12,431) | $ (19,931) |
Related Party Transactions (D_2
Related Party Transactions (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||||
Apr. 30, 2021 | Jul. 27, 2020 | Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Jun. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | ||||||||||
Debt Instrument, Periodic Payment | $ 40,000 | |||||||||
Management Fee Related Party | $ 240,000 | $ 120,000 | $ 600,000 | $ 360,000 | ||||||
Marketing and Consulting expenses | $ 0 | $ 0 | $ 0 | 275,500 | ||||||
T B G [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Related Party Transaction, Expenses from Transactions with Related Party | 40,000 | |||||||||
Management Fee Related Party | 240,000 | 120,000 | ||||||||
Prepaid expenses- related party | 305,696 | 305,696 | $ 480,000 | |||||||
R3 Accounting LLC [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Related Party Transaction, Expenses from Transactions with Related Party | $ 40,000 | $ 104,050 | 175,538 | $ 245,050 | ||||||
Turnkey [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Number of shares exchanged | 1,000,000 | |||||||||
Common Stock Issued To Related Party | $ 1,000 |
Long Term Debt (Details Narrati
Long Term Debt (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | |
May 31, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |||
Proceeds from Notes Payable | $ 165,719 | ||
Gain from forgiveness of note payable | $ 165,719 |
Legal Contingencies (Details Na
Legal Contingencies (Details Narrative) | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Monthly Fee | $ 80,000 |