Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2019 | Nov. 11, 2019 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | HealthLynked Corp | |
Entity Central Index Key | 0001680139 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2019 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2019 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity File Number | 000-55768 | |
Entity Interactive Data Current | Yes | |
Entity Incorporation State Country Code | NV | |
Entity Current Reporting Status | Yes | |
Entity Common Stock, Shares Outstanding | 106,206,110 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Current Assets | ||
Cash | $ 102,412 | $ 135,778 |
Accounts receivable, net of allowance for doubtful accounts of $13,972 and $13,972 as of September 30, 2019 and December 31, 2018, respectively | 119,928 | 114,884 |
Inventory | 105,955 | |
Prepaid expenses | 55,745 | 28,542 |
Deferred offering costs | 32,005 | 96,022 |
Total Current Assets | 416,045 | 375,226 |
Property, plant and equipment, net of accumulated depreciation of $726,342 and $752,173 as of September 30, 2019 and December 31, 2018, respectively | 536,762 | 42,597 |
Goodwill and intangible assets, net of accumulated amortization of $3,842 and $0 as of September 30, 2019 and December 31, 2018, respectively | 1,339,024 | |
ROU lease assets and deposits | 369,012 | 9,540 |
Total Assets | 2,660,843 | 427,363 |
Current Liabilities | ||
Accounts payable and accrued expenses | 686,830 | 394,333 |
Capital lease, current portion | 19,877 | |
Lease liability, current portion | 266,510 | |
Due to related party, current portion | 478,939 | 429,717 |
Notes payable to related party, current portion | 690,572 | 672,471 |
Convertible notes payable, net of original issue discount and debt discount of $803,316 and $386,473 as of September 30, 2019 and December 31, 2018, respectively | 1,525,436 | 1,042,314 |
Contingent acquisition consideration | 500,000 | |
Derivative financial instruments | 826,660 | 800,440 |
Total Current Liabilities | 4,974,947 | 3,359,152 |
Long-Term Liabilities | ||
Capital leases, long-term portion | 3,058 | |
Lease liability, long term portion | 91,996 | |
Total Liabilities | 5,066,943 | 3,362,210 |
Shareholders' Deficit | ||
Common stock, par value $0.0001 per share, 500,000,000 shares authorized, 103,589,115 and 85,178,902 shares issued and outstanding as of September 30, 2019 and December 31, 2018, respectively | 10,359 | 8,518 |
Common stock issuable, $0.0001 par value; 596,404 and 114,080 shares as of September 30, 2019 and December 31, 2018, respectively | 116,803 | 26,137 |
Additional paid-in capital | 11,033,364 | 7,531,553 |
Accumulated deficit | (13,566,626) | (10,501,055) |
Total Shareholders' Deficit | (2,406,100) | (2,934,847) |
Total Liabilities and Shareholders' Deficit | $ 2,660,843 | $ 427,363 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, net of allowance for doubtful accounts | $ 13,972 | $ 13,972 |
Property, plant and equipment, net of accumulated depreciation | 726,342 | 752,173 |
Goodwill and intangible assets, net of accumulated amortization | 3,842 | 0 |
Convertible notes payable, net of original issue discount and debt discount | $ 803,316 | $ 386,473 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 103,589,115 | 85,178,902 |
Common stock, shares outstanding | 103,589,115 | 85,178,902 |
Common stock issuable, par value | $ 0.0001 | $ 0.0001 |
Common stock issuable, shares | 596,404 | 114,080 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Revenue | ||||
Patient service revenue, net | $ 1,172,561 | $ 539,625 | $ 2,845,941 | $ 1,751,584 |
Cost of services | 287,274 | 608,877 | ||
Gross profit | 885,287 | 539,625 | 2,237,064 | 1,751,584 |
Operating Expenses | ||||
Salaries and benefits | 787,377 | 603,510 | 2,084,420 | 1,782,509 |
General and administrative | 888,621 | 896,754 | 2,441,427 | 2,024,165 |
Depreciation and amortization | 24,980 | 5,744 | 48,345 | 17,802 |
Total Operating Expenses | 1,700,978 | 1,506,008 | 4,574,192 | 3,824,476 |
Loss from operations | (815,691) | (966,383) | (2,337,128) | (2,072,892) |
Other Income (Expenses) | ||||
Gain (loss) on extinguishment of debt | 4,904 | (66,469) | (62,459) | (374,828) |
Change in fair value of debt | (28,885) | (22,101) | (88,991) | (105,499) |
Financing cost | (12,009) | (623,216) | (133,244) | (1,063,721) |
Amortization of original issue and debt discounts on notes payable and convertible notes | (362,728) | (234,584) | (841,725) | (633,982) |
Change in fair value of derivative financial instrument | 158,691 | (238,330) | 574,205 | (200,165) |
Interest expense | (69,562) | (58,655) | (176,229) | (150,008) |
Total other expenses | (309,589) | (1,243,355) | (728,443) | (2,528,203) |
Net loss before provision for income taxes | (1,125,280) | (2,209,738) | (3,065,571) | (4,601,095) |
Provision for income taxes | ||||
Net loss | $ (1,125,280) | $ (2,209,738) | $ (3,065,571) | $ (4,601,095) |
Net loss per share, basic and diluted: | ||||
Basic | $ (0.01) | $ (0.03) | $ (0.03) | $ (0.06) |
Fully diluted | $ (0.01) | $ (0.03) | $ (0.03) | $ (0.06) |
Weighted average number of common shares: | ||||
Basic | 102,644,860 | 79,323,131 | 96,603,087 | 76,757,809 |
Fully diluted | 102,644,860 | 79,323,131 | 96,603,087 | 74,397,741 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Changes in Shareholders' Deficit (Unaudited) - USD ($) | Common Stock | Common Stock Issuable | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2017 | $ 7,230 | $ 8,276 | $ 2,638,311 | $ (4,705,230) | $ (2,051,413) |
Balance, shares at Dec. 31, 2017 | 72,302,937 | ||||
Sale of common stock | $ 930 | 2,337,474 | 2,338,404 | ||
Sale of common stock, shares | 9,291,371 | ||||
Sale of common stock initially allocated to derivative financial instruments | (1,774,298) | (1,774,298) | |||
Fair value of warrants allocated to proceeds of common stock | 181,788 | 181,788 | |||
Fair value of warrants issued to extend related party notes payable | 337,467 | 337,467 | |||
Fair value of warrants issued to extend convertible notes payable | 203,617 | 203,617 | |||
Fair value of warrants issued to retire convertible notes payable | 143,014 | 143,014 | |||
Fair value of warrants issued for professional services | 260,986 | 260,986 | |||
Conversion of convertible notes payable to common stock | $ 30 | 48,470 | 48,500 | ||
Conversion of convertible notes payable to common stock, shares | 301,688 | ||||
Derivative liabilities transferred to additional paid-in capital upon reset of warrant conversion features | 2,783,372 | 2,783,372 | |||
Derivative liabilities reclassified into additional paid in capital for convertible notes payable conversion into shares | 36,056 | 36,056 | |||
Consultant fees payable with common shares and warrants | $ 28 | 6,274 | 31,659 | 37,961 | |
Consultant fees payable with common shares and warrants, shares | 277,147 | ||||
Shares and options issued pursuant to employee equity incentive plan | $ 36 | (8) | 51,310 | 51,338 | |
Shares and options issued pursuant to employee equity incentive plan, shares | 363,750 | ||||
Net loss | (4,601,095) | (4,601,095) | |||
Balance at Sep. 30, 2018 | $ 8,254 | 14,542 | 7,279,226 | (9,306,325) | (2,004,303) |
Balance, Shares at Sep. 30, 2018 | 82,536,893 | ||||
Balance at Jun. 30, 2018 | $ 7,795 | 3,937 | 3,789,341 | (7,096,587) | (3,295,514) |
Balance, shares at Jun. 30, 2018 | 77,949,491 | ||||
Sale of common stock | $ 419 | 1,838,503 | 1,838,922 | ||
Sale of common stock, shares | 4,185,714 | ||||
Sale of common stock initially allocated to derivative financial instruments | (1,774,298) | (1,774,298) | |||
Fair value of warrants allocated to proceeds of common stock | 35,767 | 35,767 | |||
Fair value of warrants issued to extend convertible notes payable | 193,418 | 193,418 | |||
Fair value of warrants issued to retire convertible notes payable | 143,014 | 143,014 | |||
Fair value of warrants issued for professional services | 145,861 | 145,861 | |||
Derivative liabilities transferred to additional paid-in capital | 2,783,372 | 2,783,372 | |||
Conversion of convertible notes payable to common stock | $ 30 | 48,470 | 48,500 | ||
Conversion of convertible notes payable to common stock, shares | 301,688 | ||||
Derivative liabilities reclassified into additional paid in capital for convertible notes payable conversion into shares | 36,056 | 36,056 | |||
Consultant fees payable with common shares and warrants | 10,605 | 10,605 | |||
Consultant fees payable with common shares and warrants, shares | |||||
Shares and options issued pursuant to employee equity incentive plan | $ 10 | 39,722 | 39,732 | ||
Shares and options issued pursuant to employee equity incentive plan, shares | 100,000 | ||||
Net loss | (2,209,738) | (2,209,738) | |||
Balance at Sep. 30, 2018 | $ 8,254 | 14,542 | 7,279,226 | (9,306,325) | (2,004,303) |
Balance, Shares at Sep. 30, 2018 | 82,536,893 | ||||
Balance at Dec. 31, 2018 | $ 8,518 | 26,137 | 7,531,553 | (10,501,055) | (2,934,847) |
Balance, shares at Dec. 31, 2018 | 85,178,902 | ||||
Acquisition of Hughes Center for Functional Medicine | $ 397 | 999,603 | 1,000,000 | ||
Acquisition of Hughes Center for Functional Medicine, shares | 3,968,254 | ||||
Sale of common stock | $ 566 | 25,000 | 1,060,400 | 1,085,966 | |
Sale of common stock, shares | 5,657,113 | ||||
Fair value of warrants allocated to proceeds of common stock | 154,650 | 154,650 | |||
Fair value of warrants allocated to proceeds of convertible notes payable | 225,323 | 225,323 | |||
Shares issued with convertible notes payable | $ 11 | 24,107 | 24,118 | ||
Shares issued with convertible notes payable, shares | 110,500 | ||||
Fair value of warrants issued for professional services | 54,257 | 54,257 | |||
Conversion of convertible notes payable to common stock | $ 358 | 737,294 | 737,652 | ||
Conversion of convertible notes payable to common stock, shares | 3,583,715 | ||||
Consultant fees payable with common shares and warrants | $ 53 | 65,666 | 92,451 | 158,170 | |
Consultant fees payable with common shares and warrants, shares | 530,000 | ||||
Shares and options issued pursuant to employee equity incentive plan | $ 35 | 155,147 | 155,182 | ||
Shares and options issued pursuant to employee equity incentive plan, shares | 349,063 | ||||
Repurchase of treasury stock | (1,200) | (1,200) | |||
Exercise of stock warrants | $ 410 | (210) | 200 | ||
Exercise of stock warrants, shares | 4,098,427 | ||||
Exercise of stock options | $ 11 | (11) | |||
Exercise of stock options, shares | 113,141 | ||||
Net loss | (3,065,571) | (3,065,571) | |||
Balance at Sep. 30, 2019 | $ 10,359 | 116,803 | 11,033,364 | (13,566,626) | (2,406,100) |
Balance, Shares at Sep. 30, 2019 | 103,589,115 | ||||
Balance at Jun. 30, 2019 | $ 10,107 | 105,348 | 10,627,789 | (12,441,346) | (1,698,102) |
Balance, shares at Jun. 30, 2019 | 101,068,541 | ||||
Sale of common stock | $ 183 | (9,418) | 255,579 | 246,344 | |
Sale of common stock, shares | 1,827,182 | ||||
Shares issued with convertible notes payable | $ 3 | 6,939 | 6,942 | ||
Shares issued with convertible notes payable, shares | 32,500 | ||||
Conversion of convertible notes payable to common stock | $ 33 | 63,626 | 63,659 | ||
Conversion of convertible notes payable to common stock, shares | 330,892 | ||||
Consultant fees payable with common shares and warrants | $ 23 | 20,873 | 46,091 | 66,987 | |
Consultant fees payable with common shares and warrants, shares | 230,000 | ||||
Shares and options issued pursuant to employee equity incentive plan | $ 10 | 34,540 | 34,550 | ||
Shares and options issued pursuant to employee equity incentive plan, shares | 100,000 | ||||
Repurchase of treasury stock | (1,200) | (1,200) | |||
Net loss | (1,125,280) | (1,125,280) | |||
Balance at Sep. 30, 2019 | $ 10,359 | $ 116,803 | $ 11,033,364 | $ (13,566,626) | $ (2,406,100) |
Balance, Shares at Sep. 30, 2019 | 103,589,115 |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Cash Flows from Operating Activities | ||
Net loss | $ (3,065,571) | $ (4,601,095) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 48,345 | 17,802 |
Stock based compensation, including amortization of prepaid fees | 431,626 | 353,967 |
Amortization of original issue discount and debt discount on convertible notes | 841,725 | 633,982 |
Financing cost | 133,244 | 1,063,721 |
Change in fair value of derivative financial instrument | (574,205) | 200,165 |
Loss on extinguishment of debt | 62,459 | 374,828 |
Change in fair value of debt | 88,991 | 105,499 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (5,044) | (20,553) |
Inventory | (33,841) | |
Prepaid expenses and deposits | (33,110) | 31,617 |
ROU lease assets | 206,485 | |
Accounts payable and accrued expenses | 322,254 | (121,693) |
Lease liability | (201,544) | |
Due to related party, current portion | 49,252 | 51,662 |
Net cash used in operating activities | (1,728,934) | (1,910,098) |
Cash Flows from Investing Activities | ||
Acquisition of property and equipment | (10,056) | (201) |
Acquisition, net of cash acquired | (465,000) | |
Net cash used in investing activities | (475,056) | (201) |
Cash Flows from Financing Activities | ||
Proceeds from sale of common stock | 1,240,616 | 2,520,192 |
Proceeds from exercise of warrants | 200 | |
Proceeds from issuance of convertible notes | 1,540,000 | 805,500 |
Repayment of convertible notes | (608,992) | (649,750) |
Proceeds from related party loans | 101,450 | |
Repayment of related party loans | (9,000) | |
Proceeds from notes payable and bank loans | 73,500 | |
Repayment of notes payable and bank loans | (165,876) | |
Payments on capital leases | (12,232) | |
Repurchase and retirement of treasury stock | (1,200) | |
Net cash provided by financing activities | 2,170,624 | 2,663,784 |
Net (decrease) increase in cash | (33,366) | 753,485 |
Cash, beginning of period | 135,778 | 50,006 |
Cash, end of period | 102,412 | 803,491 |
Supplemental disclosure of cash flow information: | ||
Cash paid during the period for interest | 23,573 | 34,863 |
Cash paid during the period for income tax | ||
Schedule of non-cash investing and financing activities: | ||
Initial derivative liability and fair value of beneficial conversion feature and original issue discount allocated to proceeds of variable convertible notes payable | 1,276,703 | 1,246,005 |
Common stock issuable issued during period | 35 | 64 |
Fair value of warrants issued for professional service | 54,257 | 94,844 |
Conversion of convertible note payable to common shares | 737,652 | 48,500 |
Fair value of common shares issued with convertible notes payable | 24,118 | |
Cashless exercise of options and warrants | 221 | |
Adoption of lease obligation and ROU asset | 560,050 | |
Fair value of shares issued as acquisition consideration | 1,000,000 | |
Value of contingent acquisition consideration | 500,000 | |
Fair value of warrants issued to extend maturity date of convertible notes payable | 203,619 | |
Fair value of warrants issued to extend related party notes payable | 337,466 | |
Fair value of warrants issued to extinguish convertible notes payable | 143,014 | |
Derivative liabilities written off with repayment of convertible notes payable | 390,434 | 795,863 |
Derivative liabilities written off at end of warrant repricing period | 2,783,372 | |
Derivative liabilities reclassified into additional paid in capital for convertible notes payable conversion into shares | 36,056 | |
Fair value of warrants allocated to proceeds of fixed convertible notes payable | $ 225,323 |
Business and Business Presentat
Business and Business Presentation | 9 Months Ended |
Sep. 30, 2019 | |
Business and Business Presentation [Abstract] | |
BUSINESS AND BUSINESS PRESENTATION | NOTE 1 - BUSINESS AND BUSINESS PRESENTATION HealthLynked Corp. (the "Company") was incorporated in the State of Nevada on August 4, 2014. On September 2, 2014, the Company filed Amended and Restated Articles of Incorporation with the Secretary of State of Nevada setting the total number of authorized shares at 250,000,000 shares, which included up to 230,000,000 shares of common stock and 20,000,000 shares of "blank check" preferred stock. On February 5, 2018, the Company filed an Amendment to its Amended and Restated Articles of Incorporation with the Secretary of State of Nevada to increase the number of authorized shares of common stock to 500,000,000 shares. On September 5, 2014, the Company entered into a share exchange agreement (the "Share Exchange Agreement") with Naples Women's Center LLC ("NWC"), a Florida Limited Liability Company ("LLC"), acquiring 100% of the LLC membership units of NWC through the issuance of 50,000,000 shares of Company common stock to the members of NWC (the "Restructuring"). NWC is a multi-specialty medical group including OB/GYN (both Obstetrics and Gynecology), and General Practice located in Naples, Florida. On June 28, 2018, the Company formed wholly-owned subsidiary HLYK FL LLC ("Merger Sub") to act as the acquiring entity in the acquisition of Hughes Center for Functional Medicine, P.A. (the "HCFM"). The acquisition of HCFM was completed on April 12, 2019. At the time of the acquisition, HCFM was renamed and rebranded as Naples Center for Functional Medicine ("NCFM"). See "Note 4 – Acquisition." NCFM is a Functional Medical Practice located in Naples, Florida and is engaged in improving the health of its patients through individualized and integrative health care. NWC and NCFM comprise the Company's "Health Services" segment. The Company also develops and operates an online personal medical information and record archive system, the "HealthLynked Network," which enables patients and doctors to keep track of medical information via the Internet in a cloud-based system. Patients complete a detailed online personal medical history including past surgical history, medications, allergies, and family history. Once this information is entered patients and their treating physicians are able to update the information as needed to provide a comprehensive medical history. Business activities surrounding the HealthLynked Network comprise the Company's "Digital Healthcare" segment. These unaudited condensed consolidated financial statements reflect all adjustments including normal recurring adjustments, which, in the opinion of management, are necessary to present fairly the financial position, results of operations and cash flows for the periods presented in accordance with accounting principles generally accepted in the United States of America ("GAAP"). These unaudited condensed consolidated financial statements should be read in conjunction with the Company's consolidated financial statements and notes thereto for the years ended December 31, 2018 and 2017, respectively, which are included in the Company's Form 10-K, filed with the United States Securities and Exchange Commission on April 1, 2019. The Company assumes that the users of the interim financial information herein have read, or have access to, the audited consolidated financial statements for the preceding period, and that the adequacy of additional disclosure needed for a fair presentation may be determined in that context. The results of operations for the three and nine months ended September 30, 2019 are not necessarily indicative of results for the entire year ending December 31, 2019. All significant intercompany transactions and balances have been eliminated upon consolidation. In addition, certain amounts in the prior periods' consolidated financial statements have been reclassified to conform to the current period presentation. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES A summary of the significant accounting policies applied in the presentation of the accompanying consolidated financial statements follows: Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with GAAP. All amounts referred to in the notes to the unaudited condensed consolidated financial statements are in United States Dollars ($) unless stated otherwise. Use of Estimates The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Accordingly, actual results could differ from those estimates. Significant estimates include assumptions about collection of accounts receivable, the valuation and recognition of stock-based compensation expense, valuation allowance for deferred tax assets, borrowing rate consideration for right-of-use ("ROU") lease assets including related lease liability and useful life of fixed assets. Adopted Accounting Pronouncements Effective January 1, 2019, the Company adopted Accounting Standards Update ("ASU") No. 2016-02, Leases ("ASU 2016-02") using the required modified retrospective approach. ASU 2016-02 requires lessees to record most leases on their balance sheets but recognize expenses on their income statements in a manner similar to current accounting. See discussion below under the caption "Leases" in this Note 2 and in Note 9 for more detail on the Company's accounting policy with respect to lease accounting. Effective January 1, 2019, the Company adopted ASU 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees and supersedes the guidance in Subtopic 505-50, Equity - Equity-Based Payments to Non-Employees. The . Patient Service Revenue Patient service revenue is reported at the amount that reflects the consideration to which the Company expects to be entitled in exchange for providing patient care. These amounts are due from patients and third-party payors (including health insurers and government programs) and includes variable consideration for retroactive revenue adjustments due to settlement of audits, reviews, and investigations. Generally, the Company bills patients and third-party payors within days after the services are performed and/or the patient is discharged from the facility. Revenue is recognized as performance obligations are satisfied. Performance obligations are determined based on the nature of the services provided by the Company. Revenue for performance obligations satisfied over time is recognized based on actual charges incurred in relation to total expected charges. The Company believes that this method provides a faithful depiction of the transfer of services over the term of the performance obligation based on the inputs needed to satisfy the obligation. Revenue for performance obligations satisfied at a point in time is recognized when goods or services are provided and the Company does not believe it is required to provide additional goods or services to the patient. The Company determines the transaction price based on standard charges for goods and services provided, reduced by contractual adjustments provided to third-party payors, discounts provided to uninsured patients in accordance with the Company's policy, and/or implicit price concessions provided to uninsured patients. The Company determines its estimates of contractual adjustments and discounts based on contractual agreements, its discount policies, and historical experience. The Company determines its estimate of implicit price concessions based on its historical collection experience with this class of patients. Agreements with third-party payors typically provide for payments at amounts less than established charges. A summary of the payment arrangements with major third-party payors follows: ● Medicare: ● Medicaid: ● Other: Laws and regulations concerning government programs, including Medicare and Medicaid, are complex and subject to varying interpretation. As a result of investigations by governmental agencies, various health care organizations have received requests for information and notices regarding alleged noncompliance with those laws and regulations, which, in some instances, have resulted in organizations entering into significant settlement agreements. Compliance with such laws and regulations may also be subject to future government review and interpretation as well as significant regulatory action, including fines, penalties, and potential exclusion from the related programs. There can be no assurance that regulatory authorities will not challenge the Company's compliance with these laws and regulations, and it is not possible to determine the impact, if any, such claims or penalties would have upon the Company. In addition, the contracts the Company has with commercial payors also provide for retroactive audit and review of claims. Settlements with third-party payors for retroactive adjustments due to audits, reviews or investigations are considered variable consideration and are included in the determination of the estimated transaction price for providing patient care. These settlements are estimated based on the terms of the payment agreement with the payor, correspondence from the payor and the Company's historical settlement activity, including an assessment to ensure that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the retroactive adjustment is subsequently resolved. Estimated settlements are adjusted in future periods as adjustments become known, or as years are settled or are no longer subject to such audits, reviews, and investigations. The Company also provides services to uninsured patients, and offers those uninsured patients a discount, either by policy or law, from standard charges. The Company estimates the transaction price for patients with deductibles and coinsurance and from those who are uninsured based on historical experience and current market conditions. The initial estimate of the transaction price is determined by reducing the standard charge by any contractual adjustments, discounts, and implicit price concessions. Subsequent changes to the estimate of the transaction price are generally recorded as adjustments to patient service revenue in the period of the change. Patient services provided by NCFM are provided on a cash basis and not submitted through third party insurance providers. Cash and Cash Equivalents For financial statement purposes, the Company considers all highly liquid investments with original maturities of three months or less to be cash and cash equivalents. Accounts Receivable Trade receivables are carried at their estimated collectible amounts. Trade credit is generally extended on a short-term basis; thus trade receivables do not bear interest. Trade accounts receivable are periodically evaluated for collectability based on past collectability of the insurance companies, government agencies, and customers' accounts receivable during the related period which generally approximates 47% of total billings. Trade accounts receivable are recorded at this net amount. As of September 30, 2019 and December 31, 2018, the Company's gross accounts receivable were $254,625 and $244,956, respectively, and net accounts receivable were $119,928 and $114,884, respectively, based upon net reporting of accounts receivable. As of September 30, 2019 and December 31, 2018, the Company's allowance of doubtful accounts was $13,972 and $13,972, respectively. Leases Upon transition under ASU 2016-02, the Company elected the suite of practical expedients as a package applied to all of its leases, including (i) not reassessing whether any expired or existing contracts are or contain leases, (ii) not reassessing the lease classification for any expired or existing leases, and (iii) not reassessing initial direct costs for any existing leases. For new leases, the Company will determine if an arrangement is or contains a lease at inception. Leases are included as ROU assets within other assets and ROU liabilities within accrued expenses and other liabilities and within other long-term liabilities on the Company's condensed consolidated balance sheets. ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The Company's leases do not provide an implicit rate. The Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The ROU asset also includes any lease payments made and excludes lease incentives. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Adoption of ASU 2016-02 had an impact of $353,565 and $358,506 on the Company's assets and liabilities, respectively, and had no material impact on cash provided by or used in operating, investing or financing activities on the Company's unaudited condensed consolidated statements of cash flows. Inventory Inventory consisting of supplements, is stated at the lower of cost or net realizable value. Cost is determined by the first-in, first-out method. Outdated inventory is directly charged to cost of goods sold. Goodwill and Intangible Assets Goodwill is recognized as the excess cost of an acquired entity over the net amount assigned to assets acquired and liabilities assumed. Goodwill is not amortized, but rather tested for impairment on an annual basis and more often if circumstances require. Impairment losses are recognized whenever the implied fair value of goodwill is less than its carrying value. The Company recognizes an acquired intangible apart from goodwill whenever the intangible arises from contractual or other legal rights, or whenever it can be separated or divided from the acquired entity and sold, transferred, licensed, rented or exchanged, either individually or in combination with a related contract, asset or liability. Such intangibles are amortized over their estimated useful lives unless the estimated useful life is determined to be indefinite. Amortizable intangible assets are being amortized primarily over useful lives of five years. The straight-line method of amortization is used as it has been determined to approximate the use pattern of the assets. Impairment losses are recognized if the carrying amount of an intangible that is subject to amortization is not recoverable from expected future cash flows and its carrying amount exceeds its fair value. The Company also maintains intangible assets with indefinite lives, which are not amortized. These intangibles are tested for impairment on an annual basis and more often if circumstances require. Impairment losses are recognized whenever the implied fair value of these assets is less than their carrying value. No impairment charges were recognized in the three and nine months ended September 30, 2019 or 2018. Concentrations of Credit Risk The Company's financial instruments that are exposed to a concentration of credit risk are cash and accounts receivable. There are no patients/customers that represent 10% or more of the Company's revenue or accounts receivable. Generally, the Company's cash and cash equivalents are in checking accounts. Property and Equipment Property and equipment are stated at cost. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. For consolidated financial statement purposes, property and equipment are recorded at cost and depreciated using the straight-line method over their estimated useful lives of 5 to 7 years. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. The Company examines the possibility of decreases in the value of fixed assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset's estimated fair value and its book value. There was no impairment as of September 30, 2019 and December 31, 2018. Convertible Notes Convertible notes are regarded as compound instruments, consisting of a liability component and an equity component. The component parts of compound instruments are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. This amount is recorded as a liability on an amortized cost basis until extinguished upon conversion or at the instrument's maturity date. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognized as additional paid-in capital and included in equity, net of income tax effects, and is not subsequently remeasured. After initial measurement, they are carried at amortized cost using the effective interest method. Convertible notes for which the maturity date has been extended and that qualify for debt extinguishment treatment are recorded at fair value on the extinguishment date and then revalue at the end of each reporting period, with the change recorded to the statement of operations under "Change in Fair Value of Debt." Derivative Financial Instruments The Company reviews the terms of convertible debt, equity instruments and other financing arrangements to determine whether there are embedded derivative instruments, including embedded conversion options that are required to be bifurcated and accounted for separately as a derivative financial instrument. Also, in connection with the issuance of financing instruments, the Company may issue freestanding options or warrants that may, depending on their terms, be accounted for as derivative instrument liabilities, rather than as equity. Derivative financial instruments are initially measured at their fair value. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income. To the extent that the initial fair values of the freestanding and/or bifurcated derivative instrument liabilities exceed the total proceeds received, an immediate charge to income is recognized, in order to initially record the derivative instrument liabilities at their fair value. The discount from the face value of convertible debt instruments resulting from allocating some or all of the proceeds to the derivative instruments is amortized over the life of the instrument through periodic charges to income. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period. If reclassification is required, the fair value of the derivative instrument, as of the determination date, is reclassified. Any previous charges or credits to income for changes in the fair value of the derivative instrument are not reversed. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within twelve months of the balance sheet date. The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. Fair Value of Assets and Liabilities Fair value is the price that would be received from the sale of an asset or paid to transfer a liability (i.e. an exit price) in the principal or most advantageous market in an orderly transaction between market participants. In determining fair value, the accounting standards have established a three-level hierarchy that distinguishes between (i) market data obtained or developed from independent sources (i.e., observable data inputs) and (ii) a reporting entity's own data and assumptions that market participants would use in pricing an asset or liability (i.e., unobservable data inputs). Financial assets and financial liabilities measured and reported at fair value are classified in one of the following categories, in order of priority of observability and objectivity of pricing inputs: ● Level 1 – ● Level 2 ● Level 3 The fair value measurement level for an asset or liability is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques should maximize the use of observable inputs and minimize the use of unobservable inputs. Stock-Based Compensation The Company accounts for stock-based compensation under ASC 718 "Compensation – Stock Compensation" using the fair value based method. Under this method, compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. This guidance establishes standards for the accounting for transactions in which an entity exchanges it equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity's equity instruments or that may be settled by the issuance of those equity instruments. The Company uses the fair value method for equity instruments granted to non-employees and use the Black-Scholes model for measuring the fair value of options. The stock based fair value compensation is determined as of the date of the grant or the date at which the performance of the services is completed (measurement date) and is recognized over the vesting periods. Income Taxes The Company follows Accounting Standards Codification subtopic 740-10, Income Taxes ("ASC 740-10") for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability during each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse and are considered immaterial. No Income Tax has been provided for the three or nine months ended September 30, 2019, since the Company has sustained a loss for the period. Due to the uncertainty of the utilization and recoverability of the loss carry-forwards (including the three and nine months ended September 30, 2019) and other deferred tax assets, management has determined a full valuation allowance for the deferred tax assets, since it is more likely than not that the deferred tax assets will not be realizable. Recurring Fair Value Measurements The carrying value of the Company's financial assets and financial liabilities is their cost, which may differ from fair value. The carrying value of cash held as demand deposits, money market and certificates of deposit, marketable investments, accounts receivable, short-term borrowings, accounts payable, accrued liabilities, and derivative financial instruments approximated their fair value. Net Loss per Share Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. During the three and nine months ended September 30, 2019 and 2018, the Company reported a net loss and excluded all outstanding stock options, warrants and other dilutive securities from the calculation of diluted net loss per common share because inclusion of these securities would have been anti-dilutive. As of September 30, 2019 and December 31, 2018, potentially dilutive securities were comprised of (i) 43,867,208 and 46,161,463 warrants outstanding, respectively, (ii) 4,036,750 and 3,707,996 stock options outstanding, respectively, (iii) 22,323,327 and 15,517,111 shares issuable upon conversion of convertible notes, respectively, and (iv) 363,750 and 540,000 unissued shares subject to future vesting requirements granted pursuant to the Company's Employee Incentive Plan. Common stock awards The Company grants common stock awards to non-employees in exchange for services provided. The Company measures the fair value of these awards using the fair value of the services provided or the fair value of the awards granted, whichever is more reliably measurable. The fair value measurement date of these awards is generally the date the performance of services is complete. The fair value of the awards is recognized on a straight-line basis as services are rendered. The share-based payments related to common stock awards for the settlement of services provided by non-employees is recorded on the consolidated statement of comprehensive loss in the same manner and charged to the same account as if such settlements had been made in cash. Warrants In connection with certain financing, consulting and collaboration arrangements, the Company has issued warrants to purchase shares of its common stock. The outstanding warrants are standalone instruments that are not puttable or mandatorily redeemable by the holder and are classified as equity awards. The Company measures the fair value of the awards using the Black-Scholes option pricing model as of the measurement date. Warrants issued in conjunction with the issuance of common stock are initially recorded at fair value as a reduction in additional paid-in capital of the common stock issued. All other warrants are recorded at fair value as expense over the requisite service period or at the date of issuance, if there is not a service period. Warrants granted in connection with ongoing arrangements are more fully described in Note 13, Shareholders' Deficit Business Segments The Company uses the "management approach" to identify its reportable segments. The management approach designates the internal organization used by management for making operating decisions and assessing performance as the basis for identifying the Company's reportable segments. Using the management approach, the Company determined that it has two operating segments: Health Services (multi-specialty medical group including the NWC OB/GYN practice and the NCFM practice acquired in April 2019) and Digital Healthcare (develops and markets the "HealthLynked Network," an online personal medical information and record archive system). |
Going Concern Matters and Liqui
Going Concern Matters and Liquidity | 9 Months Ended |
Sep. 30, 2019 | |
Going Concern Matters and Liquidity [Abstract] | |
GOING CONCERN MATTERS AND LIQUIDITY | NOTE 3 – GOING CONCERN MATTERS AND LIQUIDITY As of September 30, 2019, the Company had a working capital deficit of $4,558,902 and accumulated deficit $13,566,626. For the nine months ended September 30, 2019, the Company had a net loss of $3,065,571 and net cash used by operating activities of $1,728,934. Net cash used in investing activities was $475,056, comprised principally of the cash portion of paid for the acquisition of NCFM totaling $465,000 (net of cash acquired). Net cash provided by financing activities was $2,170,624, resulting principally from $1,540,000 net proceeds from the issuance of convertible notes and $1,240,616 proceeds from the sale of common stock. The Company's cash balance and revenues generated are not currently sufficient and cannot be projected to cover its operating expenses for the next twelve months from the date of this report. These matters raise substantial doubt about the Company's ability to continue as a going concern. Management's plans include attempting to improve its business profitability and its ability to generate sufficient cash flow from its operations to meet its needs on a timely basis, obtaining additional working capital funds through equity and debt financing arrangements, and restructuring on-going operations to eliminate inefficiencies to raise cash balance in order to meet its anticipated cash requirements for the next twelve months from the date of this report. However, there can be no assurance that these plans and arrangements will be sufficient to fund the Company's ongoing capital expenditures, working capital, and other requirements. Management intends to make every effort to identify and develop sources of funds. The outcome of these matters cannot be predicted at this time. There can be no assurance that any additional financings will be available to the Company on satisfactory terms and conditions, if at all. The ability of the Company to continue as a going concern is dependent upon its ability to raise additional capital and achieve profitable operations. The accompanying consolidated financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern. During July 2016, the Company entered into an Investment Agreement (the "Investment Agreement") pursuant to which the investor has agreed to purchase up to $3,000,000 of Company common stock over a three-year period starting upon registration of the underlying shares, with such shares put to the investor by the Company pursuant to a specified formula that limits the number of shares able to be put to the investor to the number equal to the average trading volume of the Company's common shares for the ten consecutive trading days prior to the put notice being issued. During the nine months ended September 30, 2019, the Company received $825,616 from the proceeds of the sale of 4,273,779 shares pursuant to the Investment Agreement. |
Acquisition
Acquisition | 9 Months Ended |
Sep. 30, 2019 | |
Business Combinations [Abstract] | |
ACQUISITION | NOTE 4 – ACQUISITION On April 12, 2019 the Company acquired a 100% interest in HCFM, a medical practice engaged in improving the health of its patients through individualized and integrative health care. Under the terms of acquisition, the Company paid HCFM shareholders $500,000 in cash, issued 3,968,254 shares of the Company's common stock and agreed to an earn-out provision of $500,000 that may be earned based on the performance of HCFM in fiscal years ended December 31, 2019, 2020, and 2021. The total consideration represents a transaction value of $2,000,000. The Company accounted for the transaction as an acquisition of a business pursuant to ASC 805, "Business Combinations" ("ASC 805"). Following the acquisition, HCFM was rebranded as NCFM and was combined with NWC to form the Company's Health Services segment. As a result of the acquisition, the Company is expected to be a leading provider of Functional Medicine in Southwest Florida. The Company also expects to reduce costs in its Health Services segment through economies of scale. The following table summarizes the consideration paid for HCFM and the value of assets acquired that were recognized at the acquisition date. There were no liabilities assumed in the acquisition of HCFM. Cash $ 500,000 Common Stock (3,968,254 shares) 1,000,000 Earn Out Agreement 500,000 Fair Value of Total Consideration $ 2,000,000 The fair value of the 3,968,254 common shares issued as part of the acquisition consideration was determined using the intraday volume weighted average price of the Company's common shares on the acquisition date. The terms of the earn out require the Company to pay the former owner of HCFM up to $100,000, $200,000 and $200,000 on the first, second and third anniversary, respectively, based on achievement by NCFM of revenue of at least $3,100,000 (50% weighting) and EBITDA of at least $550,000 (50% weighting) in the year preceding each anniversary date. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the acquisition date. Cash $ 35,000 Hyperbaric Chambers 452,289 Medical Equipment 29,940 Computer Equipment/Software 19,739 Office Furniture & Equipment 23,052 Inventory 72,114 Leasehold Improvements 25,000 Website 41,000 Patient Management Platform Database 1,230,000 Goodwill 71,866 Fair Value of Identifiable Assets Acquired $ 2,000,000 Goodwill of $71,866 arising from the acquisition consists of value associated with the legacy name. None of the goodwill recognized is expected to be deductible for income tax purposes. The fair value of the website of $41,000 was determined based upon the cost to reconstruct and put into use applying current market rates. The fair value of the Patient Management Platform Database of $1,230,000 was estimated by applying the income approach. Under the income approach, the expected future cash flows generated by the Patient Management Platform Database are estimated and discounted to their net present value at an appropriate risk-adjusted rate of return. Significant factors considered in the calculation of the rate of return are the weighted average cost of capital and return on assets, as well as the risks inherent in the business. Cash flows were estimated based on EBITDA using forecasted revenue and costs. The measure is based on significant inputs that are not observable in the market (i.e. Level 3 inputs). Key assumptions include (i) a capitalization rate of 11.75% (ii) sustainable growth of 5% and (iii) a benefit stream using EBITDA cash flow. The amounts of revenue and net income of HCFM included in the Company's consolidated income statement from the acquisition date to the period ending September 30, 2019 are as follows: Revenue $ 1,376,028 Net income $ 130,675 The following represents the pro forma consolidated income statement as if HCFM had been included in the consolidated results of the Company for the entire nine-month periods ending September 30, 2019 and 2018: Nine Months Ended September 30, 2019 2018 Revenue $ 3,741,591 $ 4,100,150 Net loss (2,994,648 ) (4,342,975 ) These amounts have been calculated after applying the Company's accounting policies and adjusting the results of HCFM to reflect (i) the additional depreciation and amortization that would have been charged assuming the fair value adjustments to property, plant and equipment and intangible assets had been applied on January 1, 2019 and 2018, respectively, and (ii) financing charges related directly to the acquisition of HCFM that would have been incurred in 2018 if the acquisition had been completed on January 1, 2018. |
Deferred Offering Costs and Pre
Deferred Offering Costs and Prepaid Expenses | 9 Months Ended |
Sep. 30, 2019 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
DEFERRED OFFERING COSTS AND PREPAID EXPENSES | NOTE 5 – DEFERRED OFFERING COSTS AND PREPAID EXPENSES Deferred Offering Costs On July 7, 2016, the Company entered into the Investment Agreement with an accredited investor, pursuant to which an accredited investor agreed to invest up to $3,000,000 to purchase the Company's common stock, par value of $.0001 per share. The purchase price for such shares shall be 80% of the lowest volume weighted average price of the Company's common stock during the five consecutive trading days prior to the date on which written notice is sent by the Company to the investor stating the number of shares that the Company is selling to the investor, subject to certain discounts and adjustments. Further, for each $50,000 that the investor tenders to the Company for the purchase of shares of common stock, the investor was to be granted warrants for the purchase of an equivalent number of shares of common stock. The warrants were to expire five (5) years from their respective grant dates and have an exercise price equal to 130% of the weighted average purchase price for the respective "$50,000 increment." On March 22, 2017, the Company and the investor entered into an Amended Investment Agreement (the "Amended Investment Agreement") whereby the parties agreed to modify the terms of the Investment Agreement by providing that in lieu of granting the investor warrants for each $50,000 that the investor tenders to the Company, the Company granted to the investor warrants to purchase an aggregate of 7,000,000 shares of common stock. The warrants have the following fixed exercise prices: (i) 4,000,000 shares at $0.25 per share; (ii) 2,000,000 shares at $0.50 per share; and (iii) 1,000,000 shares at $1.00 per share. The warrants also contain a "cashless exercise" provision and the shares underlying the warrants will not be registered. The fair value of the warrants was calculated using the Black-Scholes pricing model at $56,635, with the following assumptions: risk-free interest rate of 1.95%, expected life of 5 years, volatility of 40%, and expected dividend yield of zero. On June 7, 2017, the Company also granted warrants to purchase 200,000 shares at $0.25 per share, 100,000 shares at $0.50 per share and 50,000 shares at $1.00 per share to an advisor as a fee in connection with the Amended Investment Agreement. The fair value of the warrants was calculated using the Black-Scholes pricing model at $96,990, with the following assumptions: risk-free interest rate of 1.74%, expected life of 5 years, volatility of 40%, and expected dividend yield of zero. This fair value of the warrants described above was recorded as a deferred offering cost and is being amortized over the period during which the Company can access the financing, which begins the day after a registration statement registering shares underlying the Investment Agreement is declared effective by the United States Securities and Exchange Commission (the "SEC"), and ends 3 years from that date. On May 15, 2017, the SEC declared effective a registration statement registering shares underlying the Investment Agreement. During the three months ended September 30, 2019 and 2018, the Company recognized $12,802 and $12,802, respectively, in general and administrative expense related to the cost of the warrants. During the nine months ended September 30, 2019 and 2018, the Company recognized $38,406 and $38,406, respectively, in general and administrative expense related to the cost of the warrants. Prepaid Expenses On December 6, 2018, the Company granted additional three-year warrants to purchase 240,000 shares at an exercise price of $0.20 per share to two advisors for services to be provided over a three-month period. The fair value of the warrants was calculated using the Black-Scholes pricing model at $35,462, with the following assumptions: risk-free interest rate of 2.76%, expected life of 3 years, volatility of 285.22%, and expected dividend yield of zero. The Company recognized no expense in the three months ended September 30, 2019 and 2018 and $25,611 and $-0- in the nine months ended September 30, 2019 and 2018, respectively, to general and administrative expense related to the cost of the warrants. |
Property, Plant, and Equipment
Property, Plant, and Equipment | 9 Months Ended |
Sep. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT, AND EQUIPMENT | NOTE 6 – PROPERTY, PLANT, AND EQUIPMENT Property, plant and equipment at September 30, 2019 and December 31, 2018 are as follows: September 30, December 31, 2019 2018 Capital lease equipment $ 251,752 $ 343,492 Medical equipment 482,229 --- Telephone equipment 12,308 12,308 Furniture, transport and office equipment 516,815 438,970 Total property, plant and equipment 1,263,104 794,770 Less: accumulated depreciation (726,342 ) (752,173 ) Property, plant and equipment, net $ 536,762 $ 42,597 Depreciation expense during the three months ended September 30, 2019 and 2018 was $22,913 and $5,744, respectively. Depreciation expense during the nine months ended September 30, 2019 and 2018 was $44,503 and $17,802, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Sep. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | NOTE 7 – GOODWILL AND INTANGIBLE ASSETS Goodwill and intangible assets at September 30, 2019 and December 31, 2018 are as follows: September 30, December 31, 2019 2018 Medical database $ 1,230,000 $ --- Website 41,000 --- Total intangible assets 1,271,000 --- Less: accumulated amortization (3,842 ) --- Intangible assets, net 1,267,158 Plus: goodwill 71,866 Goodwill and intangible assets, net $ 1,339,024 $ --- Goodwill and intangible assets arose from the acquisition of NCFM in April 2019. The medical database is assumed to have an indefinite life and is not amortized. The website is being amortized on a straight-line basis over its estimated useful life of five years. Goodwill represents the excess of consideration transferred over the fair value of the net identifiable assets acquired related to the acquisition of NCFM. Amortization expense in the three and nine months ended September 30, 2019 was $2,067 and $3,842, respectively. No amortization expense was recognized in the three and nine months ended September 30, 2018. No impairment charges were recognized related to goodwill and intangible assets in the nine months ended September 30, 2019 or 2018. |
Notes Payable and Other Amounts
Notes Payable and Other Amounts Due to Related Party | 9 Months Ended |
Sep. 30, 2019 | |
Notes Payable and Other Amounts Due to Related Party [Abstract] | |
NOTES PAYABLE AND OTHER AMOUNTS DUE TO RELATED PARTY | NOTE 8 – NOTES PAYABLE AND OTHER AMOUNTS DUE TO RELATED PARTY Amounts due to related parties as of September 30, 2019 and December 31, 2018 were comprised of the following: September 30, December 31, 2019 2018 Due to related party: Deferred compensation, Dr. Michael Dent $ 300,600 $ 300,600 Accrued interest payable to Dr. Michael Dent 178,339 129,117 Total due to related party 478,939 429,717 Notes payable to related party: Notes payable to Dr. Michael Dent, current portion $ 690,572 $ 672,471 Notes Payable to Dr. Michael Dent Prior to August 2014, NWC was owned and controlled by the Company's Chief Executive Officer, Dr. Michael Dent ("DMD"). DMD first provided an up to $175,000 unsecured note payable to the Company with a 0% interest rate. During 2013 the limit on the unsecured Note Payable was increased up to $500,000 and during 2014 it was increased to $750,000 with a maturity date of December 31, 2017. All principal and interest is due at maturity of the $750k DMD Note on December 31, 2019. Interest accrued on the $750k DMD Note as of September 30, 2019 and December 31, 2018 was $83,467 and $66,859, respectively. The carrying values of notes payable to Dr. Michael Dent as of September 30, 2019 and December 31, 2018 were as follows: Interest September 30, December 31, Inception Date Maturity Date Rate 2019 2018 January 12, 2017 December 31, 2019 10% $ 44,186 * $ 40,560 * January 18, 2017 December 31, 2019 10% 25,217 * 23,165 * January 24, 2017 December 31, 2019 10% 62,962 * 57,839 * February 9, 2017 December 31, 2019 10% 37,650 * 34,586 * April 20, 2017 December 31, 2019 10% 12,363 * 11,357 * June 15, 2017 December 31, 2019 10% 39,694 * 36,464 * August 17, 2017 December 31, 2019 10% 20,000 20,000 August 24, 2017 December 31, 2019 10% 37,500 37,500 September 7, 2017 December 31, 2019 10% 35,000 35,000 September 21, 2017 December 31, 2019 10% 26,500 26,500 September 29, 2017 December 31, 2019 10% 12,000 12,000 December 21, 2017 December 31, 2019 10% 14,000 14,000 January 8, 2018 December 31, 2019 10% 75,000 75,000 January 11, 2018 December 31, 2019 10% 9,000 9,000 January 26, 2018 December 31, 2019 10% 17,450 17,450 January 3, 2014 December 31, 2019 10% 222,050 222,050 $ 690,572 $ 672,471 * Denotes that note payable is carried at fair value On July 18, 2018, in connection with a $2,000,000 private placement by a third-party investor, Dr. Dent agreed to extend the maturity date on all of the above notes until December 31, 2019. Interest accrued on the above unsecured promissory notes as of September 30, 2019 and December 31, 2018 was $94,902 and $62,258, respectively. On February 12, 2018, the Company issued a warrant to purchase 6,678,462 shares of common stock to DMD as an inducement to (i) extend the maturity dates of up to $439,450 loaned by Dr. Dent to the Company in 2017 and 2018 in the form of unsecured promissory notes, including $75,000 loaned from Dr. Dent to the Company in January 2018 to allow the Company to retire an existing convertible promissory note payable to Power-up Lending Group Ltd. before such convertible promissory note became eligible for conversion, and (ii) provide continued loans to the Company. The warrant is immediately exercisable at an exercise price of $0.065 per share, subject to adjustment, and expires five years after the date of issuance. The fair value of the warrants was calculated using the Black-Scholes pricing model at $337,466, with the following assumptions: risk-free interest rate of 2.56%, expected life of 5 years, volatility of 268.90%, and expected dividend yield of zero. On March 28, 2018, DMD agreed to extend the maturity dates of promissory notes with an aggregate face value of $177,500, which were originally scheduled to mature before September 30, 2018, by one year from the original maturity date. Because the fair value of the warrants was greater than 10% of the present value of the remaining cash flows under the modified promissory notes, the transaction was treated as a debt extinguishment and reissuance of new debt instruments pursuant to the guidance of ASC 470-50 "Debt – Modifications and Extinguishments" ("ASC 470-50"). A loss on debt extinguishment was recorded in the amount of $348,938, equal to the fair value of the warrants of $337,466, plus the excess of $11,472 of the fair value of the reissued debt instruments over the carrying value of the existing debt instruments. The change in fair value of the reissued debt instruments subsequent to the reissuance date, which is included on the statement of operations in "Change in fair value of debt," was $5,986 and $821 in the three months ended September 30, 2019 and 2018, respectively, and $18,070 and $8,802 in the nine months ended September 30, 2019 and 2018, respectively, MedOffice Direct During 2017, the Company entered into an agreement with MedOffice Direct ("MOD"), a company majority-owned by the Company's CEO and largest shareholder, Dr. Michael Dent, pursuant to which the Company agreed to pay rent to MOD in the amount of $2,040 per month for office space in MOD's facility used by the Company and its employees for the period from January 1, 2017 through July 31, 2018. The agreement terminated on July 31, 2018. During the three months ended September 30, 2019 and 2018, the Company recognized rent expense to MOD in the amount of $-0- and $6,120, respectively, pursuant to this agreement. During the nine months ended September 30, 2019 and 2018, the Company recognized rent expense to MOD in the amount of $-0- and $18,360, respectively, pursuant to this agreement. During 2017, the Company entered into a separate Marketing Agreement with MOD pursuant to which MOD agreed to market the HealthLynked Network to its physician practice clients, in exchange for a semi-annual fee of $25,000. This agreement was terminated effective April 1, 2018. During the nine months ended September 30, 2019 and 2018, the Company recognized general and administrative expense in the amount of $-0- and $12,500, respectively, pursuant to this agreement. No expense was recognized during the three months ended September 30, 2019 and 2018. On July 1, 2018 the Company and MOD signed a marketing and service agreement pursuant to which the Company will include MOD offering as part of its product offering to physicians and the Company will receive 8% of revenue for new sales related to MOD products sold through the HealthLynked Network. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
LEASES | NOTE 9 – LEASES The Company has two operating leases for office space and equipment that expire in July 2020 and a separate operating lease for office space that expires in May 2022. The Company's weighted-average remaining lease term relating to its operating leases is 1.5 years, with a weighted-average discount rate of 17.96%. The Company is also lessee in a capital equipment finance lease for medical equipment entered into in March 2015 and expiring in March 2020. The Company's weighted-average remaining lease term relating to its financing lease is 0.5 years, with a weighted-average discount rate of 9.38%. The Company's lease agreements generally do not provide an implicit borrowing rate, therefore an internal incremental borrowing rate is determined based on information available at lease commencement date for purposes of determining the present value of lease payments. The table below summarizes the Company's lease-related assets and liabilities as of September 30, 2019: As of September 30, 2019 Operating Financing Total Leases Leases Leases Lease assets $ 344,704 $ 8,861 $ 353,565 Lease liabilities Lease liabilities (short term) $ 257,649 $ 8,861 $ 266,510 Lease liabilities (long term) 91,996 0 91,996 Total lease liabilities $ 349,645 $ 8,861 $ 358,506 The Company incurred lease expense of $90,160 for the three months ended September 30, 2019, of which $85,573 related to operating leases and $4,587 related to financing leases. The Company incurred lease expense of $253,735 for the nine months ended September 30, 2019, of which $239,974 related to operating leases and $13,761 related to financing leases. Maturities of operating and capital lease liabilities were as follows as of September 30, 2019: Operating Capital Total Leases Leases Commitments 2019 (October through December) $ 87,328 $ 4,587 $ 91,915 2020 234,892 4,587 239,479 2021 75,019 --- 75,019 2022 28,443 --- 28,443 2023 --- --- --- Total lease payments 425,682 9,174 434,856 Less interest (76,037 ) (313 ) (76,350 ) Present value of lease liabilities $ 349,645 $ 8,861 $ 358,506 |
Notes Payable
Notes Payable | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTE 10 – NOTES PAYABLE On December 20, 2017, the Company entered into a Merchant Cash Advance Factoring Agreement ("MCA") with Power Up Lending Group, Ltd. (the "PULG") pursuant to which the Company received an advance of $75,000 before closing fees (the "December MCA"). The Company was required to repay the advance, which acts like an ordinary note payable, at the rate of $4,048 per week until the balance of $102,000, which was scheduled for June 2018. At inception, the Company recognized a note payable in the amount of $102,000 and a discount against the note payable of $28,500. The discount was being amortized over the life of the instrument. The December MCA was repaid on June 1, 2018. The Company made installment payments of $-0- and $-0-, respectively, during the three months ended September 30, 2019 and 2018 and $-0- and $89,048, respectively, during the nine months ended September 30, 2019 and 2018. The Company recognized amortization of the discount in the amount of $-0- and $-0- in the three months ended September 30, 2019 and 2018, respectively and $-0- and $26,881 in the nine months ended September 30, 2019 and 2018, respectively, including $2,267 recognized to amortize the remaining discount at retirement in June 2018. On June 1, 2018, the Company entered into a new MCA with PULG pursuant to which the Company received an advance of $75,000 before closing fees. The Company was required to repay the advance at the rate of $4,048 per week until the balance of $102,000 was repaid, which was scheduled for November 2018. At inception, the Company recognized a note payable in the amount of $102,000 and a discount against the note payable of $28,500. The December 2018 MCA was repaid in full in November 2018. During the three and nine months ended September 30, 2018, the Company recognized amortization of the discount in the amount of $14,820 and $19,380, respectively. |
Convertible Notes Payable
Convertible Notes Payable | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES PAYABLE | NOTE 11 – CONVERTIBLE NOTES PAYABLE Convertible notes payable as of September 30, 2019 and December 31, 2018 are comprised of the following: September 30, December 31, 2019 2018 $550k Note - July 2016 $ 647,520 * $ 594,813 $50k Note - July 2016 65,655 * 60,312 $111k Note - May 2017 136,280 * 125,190 $171.5k Note - October 2017 --- 186,472 $103k Note I - October 2018 --- 103,000 $103k Note II - November 2018 --- 103,000 $153k Note - November 2018 --- 153,000 $103k Note III - December 2018 --- 103,000 $103k Note III - April 2019 103,000 --- $209k Notes - April 2019 209,000 --- $357.5k Note - April 2019 357,500 --- $103k Note IV - May 2019 103,000 --- $154k Note - June 2019 154,000 --- $136k Notes - July 2019 135,850 --- $78k Note III - July 2019 78,000 --- $230k Note - July 2019 230,000 --- $108.9k Note - August 2019 108,947 --- 2,328,752 1,428,787 Less: unamortized discount (803,316 ) (386,473 ) Convertible notes payable, net of original issue discount and debt discount $ 1,525,436 $ 1,042,314 * - Denotes that convertible note payable is carried at fair value Amortization expense recognized on each convertible note outstanding during the three and nine months ended September 30, 2019 and 2018 were as follows: Amortization of Debt Discount Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 $111k Note - May 2017 $ --- $ --- $ --- $ 6,931 $53k Note - July 2017 --- --- --- 1,520 $35k Note - September 2017 --- --- --- 7,972 $55k Note - September 2017 --- --- --- 10,849 $53k Note II - October 2017 --- --- --- 20,443 $171.5k Note - October 2017 --- 43,345 --- 128,625 $57.8k Note - January 2018 --- 8,914 --- 37,235 $112.8k Note - February 2018 --- 11,738 --- 57,456 $83k Note - February 2018 --- 10,688 --- 41,841 $105k Note - March 2018 --- 17,548 --- 51,205 $63k Note I - April 2018 --- 20,125 --- 39,594 $57.8k Note II - April 2018 --- 14,556 --- 26,423 $90k Note - April 2018 --- 13,562 --- 31,562 $53k Note III - April 2018 --- 16,990 --- 30,470 $68.3k Note - May 2018 --- 17,156 --- 27,971 $37k Note - May 2018 --- 9,326 --- 14,800 $63k Note II - May 2018 --- 15,967 --- 24,992 $78.8k Note - May 2018 --- 19,849 --- 27,832 $103k Note I - October 2018 --- --- 33,972 --- $103k Note II - November 2018 --- --- 44,952 --- $153k Note - November 2018 1,733 --- 91,451 --- $103k Note III - December 2018 --- --- 42,611 --- $78k Note I - January 2019 4,286 --- 52,000 --- $78k Note II - January 2019 6,346 --- 47,858 --- $103k Note III - April 2019 28,628 --- 56,012 --- $104.5k Note - April 2019 52,536 --- 98,219 --- $357.5k Note - April 2019 91,230 --- 166,593 --- $103k Note IV - May 2019 31,906 --- 50,633 --- $154k Note - June 2019 38,710 --- 50,071 --- $67.9k Note - July 2019 32,554 --- 32,554 --- $78k Note III - July 2019 20,512 --- 20,512 --- $230k Note - July 2019 46,502 --- 46,503 --- $108.9k Note - August 2019 7,784 --- 7,784 --- $ 362,727 $ 219,764 $ 841,725 $ 587,721 Unamortized debt discount on outstanding convertible notes payable as of September 30, 2019 and December 31, 2018 are comprised of the following: Unamortized Discount as of September 30, December 31, 2019 2018 $103k Note I - October 2018 $ --- $ 76,256 $103k Note II - November 2018 --- 85,656 $153k Note - November 2018 --- 129,462 $103k Note III - December 2018 --- 95,099 $103k Note III - April 2019 46,988 --- $104.5k Note - April 2019 110,781 --- $357.5k Note - April 2019 91,230 --- $103k Note IV - May 2019 52,367 --- $154k Note - June 2019 103,929 --- $67.9k Note - July 2019 77,970 --- $78k Note III - July 2019 57,488 --- $230k Note - July 2019 183,497 --- $108.9k Note - August 2019 79,066 --- $ 803,316 $ 386,473 Interest expense recognized on each convertible note outstanding during the three and nine months ended September 30, 2019 and 2018 were as follows: Interest Expense Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 $550k Note - July 2016 $ 8,318 $ 8,318 $ 24,682 $ 24,773 $50k Note - July 2016 1,260 1,260 3,740 3,753 $111k Note - May 2017 4,168 4,168 12,369 12,367 $53k Note - July 2017 --- --- --- 116 $35k Note - September 2017 --- --- --- 614 $55k Note - September 2017 --- --- --- 1,085 $53k Note II - October 2017 --- --- --- 1,568 $171.5k Note - October 2017 --- 4,323 1,785 12,827 $57.8k Note - January 2018 --- 895 --- 3,727 $112.8k Note - February 2018 --- 1,174 --- 5,746 $83k Note - February 2018 --- 1,069 --- 4,184 $105k Note - March 2018 --- 1,755 --- 5,121 $63k Note I - April 2018 --- 1,588 --- 3,124 $57.8k Note II - April 2018 --- 1,456 --- 2,642 $90k Note - April 2018 --- 1,356 --- 3,156 $53k Note III - April 2018 --- 1,336 --- 2,396 $68.3k Note - May 2018 --- 1,720 --- 2,805 $37k Note - May 2018 --- 933 --- 1,480 $63k Note II - May 2018 --- 1,588 --- 2,485 $78.8k Note - May 2018 --- 1,985 --- 2,783 $103k Note I - October 2018 --- --- 2,653 --- $103k Note II - November 2018 --- --- 3,584 --- $153k Note - November 2018 --- --- 6,710 --- $103k Note III - December 2018 --- --- 4,261 --- $78k Note I - January 2019 321 --- 3,889 --- $78k Note II - January 2019 513 --- 3,868 --- $103k Note III - April 2019 2,596 --- 5,079 --- $104.5k Note - April 2019 5,268 --- 9,848 --- $357.5k Note - April 2019 12,650 --- 23,100 --- $103k Note IV - May 2019 2,596 --- 4,120 --- $154k Note - June 2019 3,882 --- 5,021 --- $67.9k Note - July 2019 3,014 --- 3,014 --- $78k Note III - July 2019 1,624 --- 1,624 --- $230k Note - July 2019 4,663 --- 4,663 --- $108.9k Note - August 2019 992 --- 992 --- $ 51,865 $ 34,924 $ 125,002 $ 96,752 Certain of our convertible notes payable are also carried at fair value and revalued at each period end, with changes to fair value recorded to the statement of operations under "Change in Fair Value of Debt." The changes in fair value during the three and nine months ended September 30, 2019 and 2018 on such instruments were as follows: Change in Fair Value of Debt Change in Fair Value of Debt Fair Value of Debt as of Three Months Ended September 30, Nine Months Ended September 30, September 30, December 31, 2019 2018 2019 2018 2019 2018 $550k Note - July 2016 $ 17,455 $ (35,754 ) $ 52,708 $ 26,654 $ 647,520 $ 594,813 $50k Note - July 2016 1,770 (1,300 ) 5,343 8,471 65,655 60,312 $111k Note - May 2017 3,674 (1,685 ) 11,089 10,368 136,280 125,190 $171.5k Note - October 2017 --- --- 1,781 --- --- 186,472 $ 22,899 $ (38,739 ) $ 70,921 $ 45,493 $ 849,455 $ 966,787 Convertible Notes Payable ($550,000) – July 2016 On July 7, 2016, the Company entered into a 6% fixed convertible secured promissory note with an investor with a face value of $550,000 (the "$550k Note"). The $550k Note is convertible into shares of the Company's common stock at the discretion of the note holder at a fixed price of $0.08 per share, or 6,875,000 of the Company's common shares, and is secured by all of the Company's assets. The Company received $500,000 net proceeds from the note after a $50,000 original issue discount. The $550k Note was originally scheduled to mature on April 11, 2017, but the maturity date was extended to July 7, 2018 during August 2017 and to December 31, 2019 during July 2018. The discount from the original issue discount, warrants and embedded conversion feature ("ECF") associated with the $550k Note was amortized over the original life of the note. The $550k Note is carried at fair value due to an extinguishment and reissuance recorded in 2017 and is revalued at each period end, with changes to fair value recorded to the statement of operations under "Change in Fair Value of Debt." Convertible Notes Payable ($50,000) – July 2016 On July 7, 2016, the Company entered into a 10% fixed convertible commitment fee promissory note with an investor with a face value of $50,000 (the "$50k Note"). The $50k Note was originally scheduled to mature on April 11, 2017, but the maturity date was extended to July 11, 2018 during August 2017 and to December 31, 2019 during July 2018. The $50k note was issued as a commitment fee payable to the Investment Agreement investor in exchange for the investor's commitment to enter into the Investment Agreement, subject to registration of the shares underlying the Investment Agreement. The $50k Note is convertible into shares of the Company's common stock at the discretion of the note holder at a fixed price of $0.10 per share, or 500,000 of the Company's common shares. The $50k Note is carried at fair value due to an extinguishment and reissuance recorded in 2017 and is revalued at each period end, with changes to fair value recorded to the statement of operations under "Change in Fair Value of Debt." Convertible Notes Payable ($111,000) – May 2017 On May 22, 2017, the Company entered into a 10% fixed convertible secured promissory note with an investor with a face value of $111,000 (the "$111k Note"). The $111k Note is convertible into shares of the Company's common stock at the discretion of the note holder at a fixed price of $0.35 per share, or 317,143 of the Company's common shares, and is secured by all of the Company's assets. The Company received $100,000 net proceeds from the note after an $11,000 original issue discount. At inception, the investors were also granted a five-year warrant to purchase 133,333 shares of the Company's common stock at an exercise price of $0.75 per share. On March 28, 2018, in exchange for a five-year warrant to purchase 125,000 shares of the Company's common stock at an exercise price of $0.05 per share, the holder of the $111k Note agreed to extend the maturity date from the original date of January 22, 2018 until July 11, 2018. The fair value of the warrants using Black/Scholes was $10,199 with the following assumptions: risk-free interest rate of 2.59%, expected life of 5 years, volatility of 578.45%, and expected dividend yield of zero. The issuance of the warrants in exchange for the maturity extension was treated as an extinguishment and reissuance of existing debt pursuant to the guidance of ASC 470-50. Accordingly, the $111k Note is carried at fair value and is revalued at each period end, with changes to fair value recorded to the statement of operations under "Change in Fair Value of Debt." During July 2018, the maturity date of the $111k Note was further extended until December 31, 2019. Convertible Notes Payable ($53,000) – July 2017 On July 10, 2017, the Company entered into a securities purchase agreement for the sale of a $53,000 convertible note (the "$53k Note") to PULG. On January 8, 2018, the Company prepaid the balance on the $53k Note, including accrued interest, for a one-time cash payment of $74,922. The Company recognized a gain on debt extinguishment in the nine months ended September 30, 2018 in connection with the repayment, as follows: Face value of convertible note payable retired $ 53,000 Carrying value of derivative financial instruments arising from ECF 53,893 Accrued interest 2,644 Less cash repayment (74,922 ) Less carrying value of debt discount at extinguishment (18,427 ) Gain on extinguishment of debt $ 16,188 Convertible Notes Payable ($35,000) – September 2017 On September 7, 2017, the Company entered into a securities purchase agreement for the sale of a $35,000 convertible note (the "$35k Note") to PULG. On March 5, 2018, the Company prepaid the balance on the $35k Note, including accrued interest, for a one-time cash payment of $49,502. The Company recognized a gain on debt extinguishment in the nine months ended September 30, 2018 in connection with the repayment, as follows: Face value of convertible note payable retired $ 35,000 Carrying value of derivative financial instruments arising from ECF 37,269 Accrued interest 1,716 Less cash repayment (49,502 ) Less carrying value of debt discount at extinguishment (12,705 ) Gain on extinguishment of debt $ 11,778 Convertible Notes Payable ($55,000) – September 2017 On September 11, 2017, the Company entered into a securities purchase agreement for the sale of a $55,000 convertible note (the "$55k Note") to Crown Bridge Partners LLC. On March 13, 2018, the Company prepaid the balance on the $55k Note, including accrued interest, for a one-time cash payment of $85,258. The Company recognized a gain on debt extinguishment in the nine months ended September 30, 2018 in connection with the repayment, as follows: Face value of convertible note payable retired $ 55,000 Carrying value of derivative financial instruments arising from ECF 69,687 Accrued interest 2,759 Less cash repayment (85,258 ) Less carrying value of debt discount at extinguishment (27,425 ) Gain on extinguishment of debt $ 14,763 Convertible Notes Payable ($53,000) – October 2017 On October 23, 2017, the Company entered into a securities purchase agreement for the sale of a $53,000 convertible note (the "$53k Note II") to PULG. On April 18, 2018, the Company prepaid the balance on the $53k Note II, including accrued interest, for a one-time cash payment of $75,000. The Company recognized a gain on debt extinguishment in the year ended December 31, 2018 in connection with the repayment, as follows: Face value of convertible note payable retired $ 53,000 Carrying value of derivative financial instruments arising from ECF 55,790 Accrued interest 2,571 Less cash repayment (75,000 ) Less carrying value of debt discount at extinguishment (19,496 ) Gain on extinguishment of debt $ 16,865 Convertible Notes Payable ($171,500) – October 2017 On October 27, 2017, the Company entered into a securities purchase agreement for the sale of a $171,500 convertible note (the "$171.5k Note") to an individual lender. The $171.5k Note included a $21,500 original issue discount, for net proceeds of $150,000. The $171.5k Note had an interest rate of 10% and a default interest rate of 22% and matures on October 26, 2018. The $171.5k Note was convertible into common stock of the Company by the holder at any time following 180 days after the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 35% discount to the lowest closing bid price during the twenty (20) trading days prior to the conversion date. Upon an event of default caused by the Company's failure to deliver shares upon a conversion pursuant to the terms of the $171.5k Note, 300% of the outstanding principal and any interest due amount was immediately due. Upon an event of default caused by the Company's breach of any other events of default specified in the $171.5k Note, 150% of the outstanding principal and any interest due amount was immediately due. On February 7, 2019, the holder of the $171.5k Note converted the entire principal balance of $171,500 into 2,512,821 shares of Company common stock. Convertible Notes Payable ($57,750) – January 2018 On January 2, 2018, the Company entered into a securities purchase agreement for the sale of a $57,750 convertible note (the "$58k Note"). The transaction closed on January 3, 2018. The $58k Note included a $5,250 original issue discount and $2,500 fee for net proceeds of $50,000. The $58k Note had an interest rate of 10% and a default interest rate of 18% and was scheduled to mature on January 2, 2019. The $58k Note was convertible into common stock of the Company by the holder at any time after the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to 28% discount to the lowest bid or trading price of the Company's common stock during the twenty (20) trading days prior to the conversion date. On June 26, 2018, the holder agreed, without consideration, to reduce the discount to 28% of the volume weighted average price of the Company's common stock for the 10 days prior to the conversion date. During third and fourth quarter of 2018, the holder of the $58k Note converted the entire principal balance of $57,750, as well as accrued interest in the amount of $3,786, into 384,839 shares of Company common stock. Convertible Notes Payable ($112,750) – February 2018 On February 2, 2018, the Company entered into a securities purchase agreement for the sale of a $112,750 convertible note (the "$113k Note"). On August 7, 2018, the Company prepaid the balance on the $113k Note, including accrued interest, for a one-time cash payment of $151,536. In connection with the extinguishment, the Company also issued the holder a 3-year warrant to purchase 100,000 shares of Company common stock at an exercise price of $0.25. The fair value of the warrant was $50,614. The Company recognized a gain on debt extinguishment in the year ended December 31, 2018 in connection with the repayment, as follows: Face value of convertible note payable retired $ 112,750 Carrying value of derivative financial instruments arising from ECF 140,962 Accrued interest 5,746 Less cash repayment (151,536 ) Less fair value of warrant issued in connection with extinguishment (50,614 ) Less carrying value of debt discount at extinguishment (55,294 ) Gain on extinguishment of debt $ 2,014 Convertible Notes Payable ($83,000) – February 2018 On February 13, 2018, the Company entered into a securities purchase agreement for the sale of a $83,000 convertible note (the "$83k Note"). On August 16, 2018, the Company prepaid the balance on the $83k Note, including accrued interest, for a one-time cash payment of $111,596. In connection with the extinguishment, the Company also issued the holder a 5-year warrant to purchase 237,143 shares of Company common stock at an exercise price of $0.35. The fair value of the warrant was $92,400. The Company recognized a loss on debt extinguishment in the year ended December 31, 2018 in connection with the repayment, as follows: Face value of convertible note payable retired $ 83,000 Carrying value of derivative financial instruments arising from ECF 106,720 Accrued interest 4,184 Less cash repayment (111,596 ) Less fair value of warrant issued in connection with extinguishment (92,400 ) Less carrying value of debt discount at extinguishment (41,159 ) Loss on extinguishment of debt $ (51,251 ) Convertible Notes Payable ($105,000) – March 2018 On March 5, 2018, the Company entered into a securities purchase agreement for the sale of a $105,000 convertible note (the "$105k Note"). On August 30, 2018, the Company prepaid the balance on the $105k Note, including accrued interest, for a one-time cash payment of $140,697. The Company recognized a gain on debt extinguishment in the year ended December 31, 2018 in connection with the repayment, as follows: Face value of convertible note payable retired $ 105,000 Carrying value of derivative financial instruments arising from ECF 136,175 Accrued interest 5,121 Less cash repayment (140,697 ) Less carrying value of debt discount at extinguishment (53,795 ) Gain on extinguishment of debt $ 51,804 Convertible Notes Payable ($63,000) – April 2018 On April 2, 2018, the Company entered into a securities purchase agreement for the sale of a $63,000 convertible note (the "$63k Note"). On September 28, 2018, the Company prepaid the balance on the $63k Note, including accrued interest, for a one-time cash payment of $89,198. The Company recognized a gain on debt extinguishment in the fourth quarter of 2018 in connection with the repayment, as follows: Face value of convertible note payable retired $ 63,000 Carrying value of derivative financial instruments arising from ECF 72,336 Accrued interest 3,124 Less cash repayment (89,198 ) Less carrying value of debt discount at extinguishment (23,406 ) Gain on extinguishment of debt $ 25,856 Convertible Notes Payable ($57,750) – April 2018 On April 16, 2018, the Company entered into a securities purchase agreement for the sale of a $57,750 convertible note (the "$57.8k Note II"). On October 16, 2018, the Company prepaid the balance on the $57.8k Note II, including accrued interest, for a one-time cash payment of $81,850. The Company recognized a gain on debt extinguishment in the fourth quarter of 2018 in connection with the repayment, as follows: Face value of convertible note payable retired $ 57,750 Carrying value of derivative financial instruments arising from ECF 74,428 Accrued interest 2,895 Less cash repayment (81,850 ) Less carrying value of debt discount at extinguishment (28,796 ) Gain on extinguishment of debt $ 24,427 Convertible Notes Payable ($90,000) – April 2018 On April 18, 2018, the Company entered into a securities purchase agreement for the sale of a $90,000 convertible note (the "$90k Note"). On August 24, 2018, the Company prepaid the balance on the $90k Note, including accrued interest, for a one-time cash payment of $119,240. The Company recognized a gain on debt extinguishment in the third quarter of 2018 in connection with the repayment, as follows: Face value of convertible note payable retired $ 90,000 Carrying value of derivative financial instruments arising from ECF 123,030 Accrued interest 3,156 Less cash repayment (119,240 ) Less carrying value of debt discount at extinguishment (58,438 ) Gain on extinguishment of debt $ 38,508 Convertible Notes Payable ($53,000) – April 2018 On April 18, 2018, the Company entered into a securities purchase agreement for the sale of a $53,000 convertible note (the "$53k Note III"). On October 18, 2018, the Company prepaid the balance on the $53k Note III, including accrued interest, for a one-time cash payment of $75,039. The Company recognized a gain on debt extinguishment in the fourth quarter of 2018 in connection with the repayment, as follows: Face value of convertible note payable retired $ 53,000 Carrying value of derivative financial instruments arising from ECF 59,533 Accrued interest 2,657 Less cash repayment (75,039 ) Less carrying value of debt discount at extinguishment (19,206 ) Gain on extinguishment of debt $ 20,945 Convertible Notes Payable ($68,250) – May 2018 On May 3, 2018, the Company entered into a securities purchase agreement for the sale of a $68,250 convertible note (the "$68.3k Note"). On October 30, 2018, the Company prepaid the balance on the $68.3k Note, including accrued interest, for a one-time cash payment of $91,644. The Company recognized a gain on debt extinguishment in the fourth quarter of 2018 in connection with the repayment, as follows: Face value of convertible note payable retired $ 68,250 Carrying value of derivative financial instruments arising from ECF 91,132 Accrued interest 3,366 Less cash repayment (91,644 ) Less carrying value of debt discount at extinguishment (34,684 ) Gain on extinguishment of debt $ 36,420 Convertible Notes Payable ($37,000) – May 2018 On May 7, 2018, the Company entered into a securities purchase agreement for the sale of a $37,000 convertible note (the "$37k Note"). On November 2, 2018, the Company prepaid the balance on the $37k Note, including accrued interest, for a one-time cash payment of $49,144. The Company recognized a gain on debt extinguishment in the fourth quarter of 2018 in connection with the repayment, as follows: Face value of convertible note payable retired $ 37,000 Carrying value of derivative financial instruments arising from ECF 47,763 Accrued interest 1,815 Less cash repayment (49,144 ) Less carrying value of debt discount at extinguishment (18,855 ) Gain on extinguishment of debt $ 18,579 Convertible Notes Payable ($63,000) – May 2018 On May 9, 2018, the Company entered into a securities purchase agreement for the sale of a $63,000 convertible note (the "$63k Note II"). On November 5, 2018, the Company prepaid the balance on the $63k Note II, including accrued interest, for a one-time cash payment of $89,198. The Company recognized a gain on debt extinguishment in the fourth quarter of 2018 in connection with the repayment, as follows: Face value of convertible note payable retired $ 63,000 Carrying value of derivative financial instruments arising from ECF 81,017 Accrued interest 3,107 Less cash repayment (89,198 ) Less carrying value of debt discount at extinguishment (31,760 ) Gain on extinguishment of debt $ 26,166 Convertible Notes Payable ($78,750) – May 2018 On May 24, 2018, the Company entered into a securities purchase agreement for the sale of a $78,750 convertible note (the "$78.8k Note"). On November 20, 2018, the Company prepaid the balance on the $78.8k Note, including accrued interest, for a one-time cash payment of $104,738. The Company recognized a gain on debt extinguishment in the fourth quarter of 2018 in connection with the repayment, as follows: Face value of convertible note payable retired $ 78,750 Carrying value of derivative financial instruments arising from ECF 100,669 Accrued interest 3,938 Less cash repayment (104,738 ) Less carrying value of debt discount at extinguishment (39,914 ) Gain on extinguishment of debt $ 38,705 Convertible Notes Payable ($103,000) – October 2018 On October 18, 2018, the Company entered into a securities purchase agreement for the sale of a $103,000 convertible note (the "$103k Note I"). On April 4, 2019, the Company prepaid the balance on the $103k Note I, including accrued interest, for a one-time cash payment of $134,500. The Company recognized a gain on debt extinguishment in the nine months ended September 30, 2019 in connection with the repayment, as follows: Face value of convertible note payable retired $ 103,000 Carrying value of derivative financial instruments arising from ECF 97,212 Accrued interest 4,741 Less cash repayment (134,500 ) Less carrying value of debt discount at extinguishment (42,284 ) Gain on extinguishment of debt $ 28,169 Convertible Notes Payable ($103,000) – November 2018 On November 12, 2018, the Company entered into a securities purchase agreement for the sale of a $103,000 convertible note (the "$103k Note II"). On May 7, 2019, the Company prepaid the balance on the $103k Note II, including accrued interest, for a one-time cash payment of $134,888. The Company recognized a gain on debt extinguishment in the nine months ended September 30, 2019 in connection with the repayment, as follows: Face value of convertible note payable retired $ 103,000 Carrying value of derivative financial instruments arising from ECF 91,446 Accrued interest 4,967 Less cash repayment (134,888 ) Less carrying value of debt discount at extinguishment (40,704 ) Gain on extinguishment of debt $ 23,821 Convertible Notes Payable ($153,000) – November 2018 On November 19, 2018, the Company entered into a securities purchase agreement for the sale of a $153,000 convertible note (the "$153k Note"). The $153k Note included $3,000 fees for net proceeds of $150,000. The $153k Note has an interest rate of 10% and a default interest rate of 22% and matures on August 19, 2019. The $153k Note may be converted into common stock of the Company by the holder at any time after the 6-month anniversary of the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 25% discount to the lowest bid or trading price of the Company's common stock during the ten (10) trading days prior to the conversion date. Upon an event of default caused by the Company's failure to deliver shares upon a conversion pursuant to the terms of the note, 300% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company's breach of any other events of default specified in the note, 150% of the outstanding principal and any interest due amount shall be immediately due. During nine months ended September 30, 2019, the holder of the $153k Note converted the full principal in the amount of $153,000 and $8,768 of accrued interest into 1,070,894 shares of Company common stock. Convertible Notes Payable ($103,000) – December 2018 On December 3, 2018, the Company entered into a securities purchase agreement for the sale of a $103,000 convertible note (the "$103k Note III"). On May 31, 2019, the Company prepaid the balance on the $103k Note III, including accrued interest, for a one-time cash payment of $135,029. The Company recognized a gain on debt extinguishment in the nine months ended September 30, 2019 in connection with the repayment, as follows: Face value of convertible note payable retired $ 103,000 Carrying value of derivative financial instruments arising from ECF 99,911 Accrued interest 5,051 Less cash repayment (135,029 ) Less carrying value of debt discount at extinguishment (52,488 ) Gain on extinguishment of debt $ 20,445 Convertible Notes Payable ($78,000) – January 2019 On January 14, 2019, the Company entered into a securities purchase agreement for the sale of a $78,000 convertible note (the "$78k Note"). On July 15, 2019, the Company prepaid the balance on the $78k Note, including accrued interest, for a one-time cash payment of $102,321. The Company recognized a loss on debt extinguishment in the three and nine months ended September 30, 2019 in connection with the repayment, as follows: Face value of convertible note payable retired $ 78,000 Carrying value of derivative financial instruments arising from ECF 40,174 Accrued interest 3,889 Less cash repayment (102,321 ) Less carrying value of debt discount at extinguishment (26,000 ) Gain (loss) on extinguishment of debt $ (6,258 ) Convertible Notes Payable ($78,000) – January 2019 On January 24, 2019, the Company entered into a securities purchase agreement for the sale of a $78,000 convertible note (the "$78k Note II"). On July 24, 2019, the Company prepaid the balance on the $78k Note II, including accrued interest, for a one-time cash payment of $102,255. The Company recognized a gain on debt extinguishment in the three and nine months ended September 30, 2019 in connection with the repayment, as follows: Face value of convertible note payable retired $ 78,000 Carrying value of derivative financial instruments arising from ECF 61,691 Accrued interest 3,868 Less cash repayment (102,255 ) Less carrying value of debt discount at extinguishment (30,142 ) Gain on extinguishment of debt $ 11,162 Convertible Notes Payable ($103,000) – April 2019 On April 3, 2019, the Company entered into a securities purchase agreement for the sale of a $103,000 convertible note (the "$103k Note III"). The $103k Note III included $3,000 fees for net proceeds of $100,000. The $103k Note III has an interest rate of 10% and a default interest rate of 22% and matures on February 28, 2020. The $103k Note III may be converted into common stock of the Company by the holder at any time after the 6-month anniversary of the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 39% discount to the lowest bid or trading price of the Company's common stock during the fifteen (15) trading days prior to the conversion date. Upon an event of default caused by the Company's failure to deliver shares upon a conversion pursuant to the terms of the note, 300% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company's breach of any other events of default specified in the note, 150% of the outstanding principal and any interest due amount shall be immediately due. The fair value of the ECF of the $103k Note III was calculated using the Black-Scholes pricing model at $126,313 with the following assumptions: risk-free interest rate of 2.41%, expected life of 0.91 years, volatility of 203.70%, and expected dividend yield of zero. Because the fair value of the ECF exceeded the net proceeds from the note, a charge was recorded to "Financing cost" for the excess of the fair value of the fair value of the ECF of $126,313 over the net proceeds from the note of $100,000, for a net charge of $26,313. The ECF qualifies for derivative accounting and bifurcation under ASC 815, "Derivatives and Hedging." The final allocation of the proceeds at inception was as follows: Embedded conversion feature $ 126,313 Original issue discount and fees 3,000 Financing cost (26,313 ) Convertible note --- Gross proceeds $ 103,000 Convertible Notes Payable ($209,000) – April 2019 On April 11, 2019, the Company entered into securities purchase agreements for the sale of two identical convertible notes with an aggregate face value of $209,000 (the "$209k Notes"). The $209k Notes included $9,000 fees for net proceeds of $200,000. The $209k Notes have an interest rate of 10% and a default interest rate of 22%, mature on April 11, 2020, and may be converted into common stock of the Company by the holder at any time after the 6-month anniversary of the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 25% discount to the lowest bid or trading price of the Company's commo |
Derivative Financial Instrument
Derivative Financial Instruments | 9 Months Ended |
Sep. 30, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE FINANCIAL INSTRUMENTS | NOTE 12 – DERIVATIVE FINANCIAL INSTRUMENTS Derivative financial instruments are comprised of the fair value of conversion features embedded in convertible promissory notes for which the conversion rate is not fixed, but instead is adjusted based on a discount to the market price of the Company's common stock. The fair market value of the derivative liabilities was calculated at inception of each convertible promissory notes for which the conversion rate is not fixed and allocated to the respective convertible notes, with any excess recorded as a charge to "Financing cost." The derivative financial instruments are then revalued at the end of each period, with the change in value recorded to "Change in fair value of on derivative financial instruments." Derivative financial instruments and changes thereto recorded in the three and nine months ended September 30, 2019 and 2018 include the following: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Balance, beginning of period $ 632,605 $ 1,389,689 $ 800,440 $ 398,489 Inception of derivative financial instruments 472,644 2,397,516 1,276,703 3,643,520 Change in fair value of derivative financial instruments (158,691 ) 238,330 (574,205 ) 200,165 Conversion or extinguishment of derivative financial instruments (119,898 ) (3,416,784 ) (676,278 ) (3,633,423 ) Balance, end of period $ 826,660 $ 608,751 $ 826,660 $ 608,751 During the three months ended September 30, 2019, the holder of one convertible note converted principal of $43,000 and accrued interest of $8,768 into 330,892 common shares. During the nine months ended September 30, 2019, the holders of two convertible notes converted principal of $324,500 and accrued interest of $8,768 into 3,583,715 common shares. There were no conversions during the three or nine months ended September 30, 2018. During the nine months ended September 30, 2018, five convertible notes were repaid in full for cash. Accordingly, the derivative financial instruments associated with the ECFs of these convertible notes were written off in connection with the extinguishment of each convertible note. Fair market value of the derivative financial instruments is measured using the Black-Scholes pricing model with the following assumptions: risk-free interest rate of 1.75% to 2.73%, expected life of .011 to 1.00 years, volatility of 119.04% to 293.97% and expected dividend yield of zero. The entire amount of derivative instrument liabilities is classified as current due to the fact that settlement of the derivative instruments could be required within twelve months of the balance sheet date. |
Shareholders' Deficit
Shareholders' Deficit | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
SHAREHOLDERS' DEFICIT | NOTE 13 – SHAREHOLDERS' DEFICIT July 2018 Private Placement On July 16, 2018, the Company entered into a Securities Purchase Agreement with certain accredited investors pursuant to which the Company sold the following securities (the "July 2018 Private Placement"): (1) an aggregate of 3,900,000 shares of the Company's common stock, par value $0.0001 per share, (2) Pre-Funded Warrants to purchase an aggregate of 4,100,000 shares of Company common stock with an exercise price of $0.0001 and a five-year life, (3) Series A Warrants to purchase 8,000,000 shares of Company common stock with an exercise price of $0.25 per share, subject to anti-dilution and other adjustment as described below, and a term of five years, and (4) Series B Warrants to purchase up to a maximum of 17,000,000 shares of Company common stock, subject to adjustment as described below, at a fixed exercise price of $0.0001. On July 18, 2018, the Company and the investors consummated the transaction. The Company received gross proceeds of $1,999,590. After investor legal fees of $15,000 and placement agent fees of $209,900, net proceeds to the Company were $1,774,690. The Company also issued to the placement agent 640,000 Series A Warrants with the same terms as the investor's Series A Warrants and Series B Warrants to purchase up to a maximum of 1,360,000 shares of Company common stock at an exercise price of $0.0001. The warrants issued in the transaction were treated as follows at inception: (1) because the Series A Warrants were not settled at a fixed price, these instruments did not qualify for equity classification and were recorded as derivative financial instruments with an inception date fair value of $1,984,722, (2) because the Series B Warrants were not settled into a fixed number of shares, these instruments did not qualify for equity classification and were recorded as derivative financial instruments with an inception date fair value of $412,794, (3) the Pre-Funded Warrants were settled into a fixed number of shares at a fixed price and were classified as equity with an inception date fair value of $942,988. The fair value of all warrants at inception was calculated using the Black-Scholes option pricing model with an assumed risk-free interest rate of 2.77%, expected life of 5 years, volatility of 288.0%, and expected dividend yield of zero. At inception, the net proceeds of $1,774,690 were classified first to common stock for the par value of common shares issued and second to derivative liabilities using the fair value of such instruments, with the excess amount of $623,216 recorded as "Financing cost" on the statement of operations. In connection with the transaction, the Company also entered into a Registration Rights Agreement with the investors, pursuant to which the Company was required to (i) file a registration statement on Form S-1 covering the resale of the securities issued in the transaction with thirty (30) days of the closing, and (ii) use its best efforts to have the registration statement declared effective by the U.S. Securities and Exchange Commission (the "SEC") as soon as practicable, but in no event later than the earlier of: (x) (i) in the event that the registration statement is not subject to a full review by the SEC, ninety (90) calendar days after the closing or (ii) in the event that the registration statement is subject to a full review by the SEC, one hundred twenty (120) calendar days after the closing; and (y) the fifth (5 th The Company filed a registration statement on August 16, 2018 that was declared effective by the SEC on August 22, 2018. Based on the price of the Company's common stock during the repricing period that began following the effectiveness of the registration statement and ended on September 21, 2018 (the "Repricing Date"), the following adjustments were made to the securities issued in the transaction: (1) the exercise price of the Series A Warrants issued to the investors and the placement agent was reduced from $0.25 to $0.2233, and (2) the number of Series B Warrants issuable was set at 2,745,757 for the investors and 219,660 for the placement agent. At the Repricing Date, the exercise price of the Series A Warrants and the number of shares issuable pursuant to the Series B Warrants was fixed. Accordingly, the derivative liabilities related to the Series A and Series B Warrants were revalued as of the Repricing Date at $2,071,680 and $711,692, respectively, using the Black-Scholes option pricing model with an assumed risk-free interest rate of 2.95%, expected life of 4.82 years, volatility of 298.82%, and expected dividend yield of zero, and reclassified to equity. The Company recognized a loss on change in fair value of derivative liabilities related to the Series A and Series B Warrants of $385,856 between the closing date and the Repricing Date. Other Sales of Common Stock During the nine months ended September 30, 2018, the Company sold 3,534,891 shares of common stock in eight separate private placement transactions and received $417,500 in proceeds from the sales. In connection with the stock sales, the Company also issued 2,649 warrants to purchase shares of common stock with exercise prices between $0.15 and $0.45. During the nine months ended September 30, 2019, the Company sold 1,550,001 shares of common stock in three separate private placement transactions and received $415,000 in proceeds from the sales. In connection with the stock sales, the Company also issued 1,025,001 warrants to purchase shares of common stock with exercise prices between $0.25 and $0.50. During nine months ended September 30, 2019 and 2018, the Company issued 4,273,779 and 1,856,480 common shares, respectively, pursuant to draws made by the Company under the Investment Agreement and received an aggregate of $825,616 and $328,003, respectively, in net proceeds from the draws. Common Stock Issuable As of September 30, 2019 and December 31, 2018, the Company was obligated to issue 429,737 and 114,080 shares of common stock, respectively, in exchange for professional services provided by two third party consultants. During the nine months ended September 30, 2019 and 2018, the Company recognized expense related to shares earned by the consultants of $65,666 and $37,961, respectively. As of September 30, 2019 and December 31, 2018, the Company was obligated to issue 166,667 and -0- shares of common stock, respectively, for a stock subscription received in September 2019 for which shares were issued in October 2019. Stock Warrants Transactions involving our stock warrants during the nine months ended September 30, 2019 and 2018 are summarized as follows: 2019 2018 Weighted Weighted Average Average Exercise Exercise Number Price Number Price Outstanding at beginning of the period 46,161,463 $ 0.18 20,526,387 $ 0.23 Granted during the period 1,805,001 $ 0.35 9,960,403 $ 0.10 Exercised during the period (4,099,256 ) $ 0.00 --- $ --- Terminated during the period --- $ --- --- $ --- Outstanding at end of the period 43,867,208 $ 0.20 30,486,790 $ 0.19 Exercisable at end of the period 43,867,208 $ 0.20 30,486,790 $ 0.19 Weighted average remaining life 3.0 years 4.0 years The following table summarizes information about the Company's stock warrants outstanding as of September 30, 2019: Warrants Outstanding Warrants Exercisable Weighted- Average Weighted- Weighted- Remaining Average Average Exercise Number Contractual Exercise Number Exercise Prices Outstanding Life (years) Price Exercisable Price $ 0.0001 to 0.09 16,157,768 3.0 $ 0.07 16,157,768 $ 0.07 $ 0.10 to 0.24 14,520,441 3.3 $ 0.19 14,520,441 $ 0.19 $ 0.25 to 0.49 9,248,999 3.0 $ 0.29 9,248,999 $ 0.29 $ 0.50 to 1.00 3,940,000 2.4 $ 0.64 3,940,000 $ 0.64 $ 0.05 to 1.00 43,867,208 3.0 $ 0.21 43,867,208 $ 0.21 During the nine months ended September 30, 2019, the Company issued 1,805,001 warrants. The fair value of the warrants was calculated using the Black-Scholes pricing model with the following assumptions: risk-free interest rate of 1.66% to 2.52%, expected life of 3.00 to 5.00 years, volatility of 119.34% to 212.98%, and expected dividend yield of zero. The aggregate grant date fair value of warrants issued during the nine months ended September 30, 2019 was $477,097. During the nine months ended September 30, 2018, the Company issued 27,537,107 warrants. The fair value of the warrants was calculated at inception using the Black-Scholes pricing model with the following assumptions: risk-free interest rate of 2.32% to 2.83%, expected life of 3-5 years, volatility of 261.18% to 308.60%, and expected dividend yield of zero. The aggregate grant date fair value of warrants issued during the nine months ended September 30, 2018 was $4,659,141. Employee Equity Incentive Plan On January 1, 2016, the Company instituted the Employee Equity Incentive Plan (the "EIP") for the purpose of having equity awards available to allow for equity participation by its employees. The EIP allows for the issuance of up to 15,503,680 shares of the Company's common stock to employees, which may be issued in the form of stock options, stock appreciation rights, or restricted shares. The EIP is governed by the Company's board, or a committee that may be appointed by the board in the future. The following table summarizes the status of shares issued and outstanding under the EIP outstanding as of and for the nine months ended September 30, 2019 and 2018: 2019 2018 Outstanding at beginning of the period 1,738,750 1,498,750 Granted during the period 135,313 --- Terminated during the period --- --- Outstanding at end of the period 1,874,063 1,498,750 Shares vested at period-end 1,510,313 1,058,750 Weighted average grant date fair value of shares granted during the period $ 0.26 $ --- Aggregate grant date fair value of shares granted during the period $ 12,805 $ --- Shares available for grant pursuant to EIP at period-end 9,592,868 11,496,934 Total stock-based compensation recognized for grants under the EIP was $10,534 and $11,369 during the three months ended September 30, 2019 and 2018, respectively, and $69,128 and $17,814 during the nine months ended September 30, 2019 and 2018. Total unrecognized stock compensation related to these grants was $71,850 as of September 30, 2019. A summary of the status of non-vested shares issued pursuant to the EIP as of and for the nine months ended September 30, 2019 and 2018 is presented below: 2019 2018 Weighted Weighted Average Average Grant Date Grant Date Shares Fair Value Shares Fair Value Nonvested at beginning of period 540,000 $ 0.16 628,750 $ 0.05 Granted --- $ --- --- $ --- Vested (176,250 ) $ 0.16 (188,750 ) $ 0.04 Forfeited --- $ --- --- $ --- Nonvested at end of period 363,750 $ 0.16 440,000 $ 0.05 Employee Stock Options The following table summarizes the status of options outstanding as of and for the nine months ended September 30, 2019 and 2018: 2019 2018 Weighted Weighted Average Average Exercise Exercise Number Price Number Price Outstanding at beginning of the period 3,707,996 $ 0.18 2,349,996 $ 0.12 Granted during the period 1,078,750 $ 0.26 158,000 $ 0.11 Exercised during the period (154,166 ) $ 0.20 --- $ --- Forfeited during the period (595,830 ) $ 0.20 --- $ --- Outstanding at end of the period 4,036,750 $ 0.20 2,507,996 $ 0.12 Options exercisable at period-end 1,486,000 836,000 Weighted average remaining life (in years) 7.9 7.9 Weighted average grant date fair value of options granted during the period $ 0.20 $ 0.09 Options available for grant at period-end 9,592,868 11,496,934 The following table summarizes information about the Company's stock options outstanding as of September 30, 2019: Options Outstanding Options Exercisable Weighted- Average Weighted- Weighted- Remaining Average Average Exercise Number Contractual Exercise Number Exercise Prices Outstanding Life (years) Price Exercisable Price $ --- to 0.10 1,733,000 6.3 $ 0.08 1,220,500 0.08 $ 0.11 to 0.31 2,303,750 9.1 $ 0.29 265,500 0.31 $ 0.08 to 0.31 4,036,750 7.9 $ 0.20 1,486,000 $ 0.12 Total stock-based compensation recognized related to option grants was $24,017 and $28,362 during the three months ended September 30, 2019 and 2018, respectively, and $86,054 and $33,524 during the nine months ended September 30, 2019 and 2018, respectively. A summary of the status of non-vested options issued pursuant to the EIP as of and for the nine months ended September 30, 2019 and 2018 is presented below: 2019 2018 Weighted Weighted Average Average Grant Date Grant Date Shares Fair Value Shares Fair Value Nonvested at beginning of period 2,332,413 $ 0.13 1,774,996 $ 0.03 Granted 1,078,750 $ 0.20 158,000 $ 0.09 Vested (264,583 ) $ 0.18 (261,000 ) $ 0.02 Forfeited (595,830 ) $ 0.02 --- $ --- Nonvested at end of period 2,550,750 $ 0.18 1,671,996 $ 0.03 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 14 – COMMITMENTS AND CONTINGENCIES Service contracts The Company carries various service contracts on its office buildings & certain copier equipment for repairs, maintenance and inspections. All contracts are short term and can be cancelled. Litigation From time to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are not aware of any such legal proceedings that we believe will have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results. Leases Maturities of lease liabilities were as follows as of September 30, 2019: Operating Capital Total Leases Leases Commitments 2019 (October through December) $ 87,328 $ 4,587 $ 91,915 2020 234,892 4,587 239,479 2021 75,019 --- 75,019 2022 28,443 --- 28,443 2023 --- --- --- Total lease payments 425,682 9,174 434,856 Less interest (76,037 ) (313 ) (76,350 ) Present value of lease liabilities $ 349,645 $ 8,861 $ 358,506 Employment/Consulting Agreements The Company has employment agreements with each of its four physicians. The agreements generally call for a fixed salary at the beginning of the contract with a transaction to performance-based pay later in the contract. The contracts expire at various times through 2019, with early termination available upon a notice period of 30-90 days during which compensation is paid to the physician but the Company has no further severance obligation. On July 1, 2016, the Company entered into an employment agreement with Dr. Michael Dent, Chief Executive Officer and a member of the Board of Directors. Dr. Dent's employment agreement continues until terminated by Dr. Dent or the Company. If Dr. Dent's employment is terminated by the Company (unless such termination is "For Cause" as defined in his employment agreement), then upon signing a general waiver and release, Dr. Dent will be entitled to severance in an amount equal to 12 months of his then-current annual base salary, as well as the pro-rata portion of any bonus that would be due and payable to him. In the event that Dr. Dent terminates the employment agreement, he shall be entitled to any accrued but unpaid salary and other benefits up to and including the date of termination, and the pro-rata portion of any unvested time-based options up until the date of termination. On July 1, 2016, the Company entered into an agreement with Mr. George O'Leary, the Company's Chief Financial Officer and a member of the Board of Directors, extending his prior agreement with the Company. Mr. O'Leary's employment agreement continues until terminated by Mr. O'Leary or the Company. If Mr. O'Leary employment is terminated by the Company (unless such termination is "For Cause" as defined in his employment agreement), then upon signing a general waiver and release, Mr. O'Leary will be entitled to receive his base salary and the Company shall maintain his employee benefits for a period of twelve (12) months beginning on the date of termination. In the event that Mr. O'Leary terminates the agreement, he shall be entitled to any accrued by unpaid salary and other benefits up to and including the date of termination. On July 1, 2018, the Company and Mr. O'Leary entered into an Extension Letter Agreement pursuant to which Mr. O'Leary was increased to full time employment (previously half-time) and agreed to extend the term of his employment to September 30, 2022. In addition to a base salary, the extension provides Mr. O'Leary with certain performance-based cash bonuses, stock grants, and stock option grants. |
Segment Reporting
Segment Reporting | 9 Months Ended |
Sep. 30, 2019 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | NOTE 15 – SEGMENT REPORTING The Company has two reportable segments: Health Services and Digital Healthcare. Health Services is comprised of the operations of (i) NWC, a multi-specialty medical group including OB/GYN (both Obstetrics and Gynecology), and General Practice, and (ii) NCFM, a Functional Medical Practice acquired in April 2019 that is engaged in improving the health of its patients through individualized and integrative health care. The Company's Digital Healthcare segment develops and plans to operate an online personal medical information and record archive system, the "HealthLynked Network," which will enable patients and doctors to keep track of medical information via the Internet in a cloud-based system. The Company evaluates performance and allocates resources based on profit or loss from operations before income taxes. The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies. Segment information for the three months ended September 30, 2019 and 2018 was as follows: Three Months Ended September 30, 2019 Three Months Ended September 30, 2018 Health Services Digital Healthcare Total Health Services Digital Healthcare Total Revenue Patient service revenue, net $ 1,172,561 $ --- $ 1,172,561 $ 539,625 $ --- $ 539,625 Cost of services 287,274 --- 287,274 --- --- --- Gross profit 885,287 --- 885,287 539,625 --- 539,625 Operating Expenses Salaries and benefits 627,992 159,385 787,377 347,346 256,164 603,510 General and administrative 313,481 575,140 888,621 214,442 682,312 896,754 Depreciation and amortization 24,385 595 24,980 5,289 455 5,744 Total Operating Expenses 965,858 735,120 1,700,978 567,077 938,931 1,506,008 Loss from operations $ (80,571 ) $ (735,120 ) $ (815,691 ) $ (27,452 ) $ (938,931 ) $ (966,383 ) Other Segment Information Interest expense $ 5,165 $ 64,397 $ 69,562 $ 5,596 53,059 58,655 Loss on extinguishment of debt $ --- $ (4,904 ) $ (4,904 ) $ --- 66,469 66,469 Financing cost $ --- $ 12,009 $ 12,009 $ --- 623,216 623,216 Amortization of original issue and debt discounts on convertible notes $ --- $ 362,728 $ 362,728 $ --- 234,584 234,584 Change in fair value of debt --- $ 28,885 $ 28,885 --- 22,101 22,101 Change in fair value of derivative financial instruments $ --- $ (158,691 ) $ (158,691 ) $ --- 238,330 238,330 Segment information for the nine months ended September 30, 2019 and 2018 was as follows: Nine Months Ended September 30, 2019 Nine Months Ended September 30, 2018 Health Services Digital Healthcare Total Health Services Digital Healthcare Total Revenue Patient service revenue, net $ 2,845,941 $ --- $ 2,845,941 $ 1,751,584 $ --- $ 1,751,584 Cost of services 608,877 --- 608,877 --- --- --- Gross profit 2,237,064 --- 2,237,064 1,751,584 --- 1,751,584 Operating Expenses Salaries and benefits 1,573,278 511,142 2,084,420 1,099,356 683,153 1,782,509 General and administrative 862,864 1,578,563 2,441,427 630,901 1,393,264 2,024,165 Depreciation and amortization 46,561 1,784 48,345 16,438 1,364 17,802 Total Operating Expenses 2,482,703 2,091,489 4,574,192 1,746,695 2,077,781 3,824,476 Loss from operations $ (245,639 ) $ (2,091,489 ) $ (2,337,128 ) $ 4,889 $ (2,077,781 ) $ (2,072,892 ) Other Segment Information Interest expense $ 17,010 $ 159,219 $ 176,229 $ 17,298 $ 132,710 $ 150,008 Loss on extinguishment of debt $ --- $ 62,459 $ 62,459 $ --- $ 374,828 $ 374,828 Financing cost $ --- $ 133,244 $ 133,244 $ --- $ 1,063,721 $ 1,063,721 Amortization of original issue and debt discounts on convertible notes $ --- $ 841,725 $ 841,725 $ --- $ 633,982 $ 633,982 Change in fair value of debt $ --- $ 88,991 $ 88,991 $ --- $ 105,499 $ 105,499 Change in fair value of derivative financial instruments $ --- $ (574,205 ) $ (574,205 ) $ --- $ 200,165 $ 200,165 September 30, 2019 December 31, 2018 Identifiable assets $ 2,579,744 $ 81,099 $ 2,660,843 $ 184,912 $ 242,451 $ 427,363 Goodwill $ 71,866 $ --- $ 71,866 $ --- $ --- $ --- The Digital Healthcare segment recognized revenue of $1,164 and $6,888 in the three months ended September 30, 2019 and 2018, respectively, and $5,075 and $13,776 in the nine months ended September 30, 2019 and 2018, respectively, related to subscription revenue billed to and paid for by the Company's physicians for access to the HealthLynked Network. The revenue for Digital Healthcare and related expense for Health Services were eliminated on consolidation. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | NOTE 16 – FAIR VALUE OF FINANCIAL INSTRUMENTS The carrying amounts of certain financial instruments, including cash and cash equivalents, accounts receivable and accounts payable, approximate their respective fair values due to the short-term nature of such instruments. The Company measures certain financial instruments at fair value on a recurring basis, including certain convertible notes payable and related party loans which were extinguished and reissued and are therefore subject to fair value measurement, as well as derivative financial instruments arising from conversion features embedded in convertible promissory notes for which the conversion rate is not fixed. All financial instruments carried at fair value fall within Level 3 of the fair value hierarchy as their value is based on unobservable inputs. The Company evaluates its financial assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level in which to classify them for each reporting period. This determination requires significant judgments to be made. The following table summarizes the conclusions reached regarding fair value measurements as of September 30, 2019 and December 31, 2018: As of September 30, 2019 Total Level 1 Level 2 Level 3 Fair Value Convertible notes payable $ --- $ --- $ 849,455 $ 849,455 Notes payable to related party --- --- 216,086 216,086 Derivative financial instruments --- --- 826,660 826,660 Total $ --- $ --- $ 1,892,201 $ 1,892,201 As of December 31, 2018 Total Level 1 Level 2 Level 3 Fair Value Convertible notes payable $ --- $ --- $ 780,315 $ 780,315 Notes payable to related party --- --- 203,971 203,971 Derivative financial instruments --- --- 800,440 800,440 Total $ --- $ --- $ 1,784,726 $ 1,784,726 The changes in Level 3 financial instruments that are measured at fair value on a recurring basis during the three and nine months ended September 30, 2019 and 2018 were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Convertible notes payable $ (22,899 ) $ (21,280 ) $ (70,921 ) $ (96,698 ) Notes payable to related party (5,986 ) (821 ) (18,070 ) (8,801 ) Derivative financial instruments 158,691 (238,330 ) 574,205 (200,165 ) Total $ 129,806 $ (260,431 ) $ 485,214 $ (305,664 ) |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2019 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 17 – SUBSEQUENT EVENTS On October 1, 2019, the Company entered into a securities purchase agreement for the sale of a $103,000 convertible note (the “$103k Note V”). The $103k Note V included $3,000 fees for net proceeds of $100,000. The $103k Note V has an interest rate of 10% and a default interest rate of 22% and matures on August 15, 2020. The $103k Note V may be converted into common stock of the Company by the holder at any time after the 6-month anniversary of the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 39% discount to the lowest bid or trading price of the Company’s common stock during the fifteen (15) trading days prior to the conversion date. Upon an event of default caused by the Company’s failure to deliver shares upon a conversion pursuant to the terms of the note, 300% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company’s breach of any other events of default specified in the note, 150% of the outstanding principal and any interest due amount shall be immediately due. On October 1, 2019, the Company entered into a securities purchase agreement for the sale of a $142,500 convertible note (the “$142.5k Note”). The $142.5k Note included $7,500 fees for net proceeds of $135,000. The $142.5k Note has an interest rate of 10% and a default interest rate of 20% and matures on October 1, 2020. The $142.5k Note may be converted into common stock of the Company by the holder at any time after the 6-month anniversary of the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 39% discount to the lowest bid or trading price of the Company’s common stock during the fifteen (15) trading days prior to the conversion date. Upon an event of default, 125% of the outstanding principal and any interest due amount shall be immediately due and the conversion price resets to a 49% discount to the lowest bid or trading price of the Company’s common stock during the twenty (20) trading days prior to the conversion date. On October 1, 2019, the Company repaid the $103k Note III, including accrued interest, for a total payment of $135,099. On October 8, 2019, the Company issued 745,757 shares to the investor in the July 2018 Private Placement upon exercise of the same number of Series B Warrants held by the investor. The Company received cash proceeds of $75. On October 14, 2019, the holders of the $209k Notes agreed to forbear their right to convert such notes until October 31, 2019. The conversion right became effective as of October 11, 2019. In exchange for the conversion forbearance, the Company incurred fees of $65,550, which were added to the principal of the $209k Notes that are scheduled to mature on April 11, 2020. On October 22, 2019 and November 1, 2019, the holder of one of the $209k Notes with a principal of $104,500 converted principal of $104,500 and accrued interest of $5,768 in exchange for a total of 1,176,189 shares of Company common stock. On October 29, 2019, the Company received $62,294 from a put under the Investment Agreement in exchange for the issuance of 411,565 shares. On October 30, 2019, the Company entered into a securities purchase agreement for the sale of a $108,947 convertible note (the “$108.9k Note II”). The $108.9k Note II included $8,947 fees and discounts for net proceeds to the Company of $100,000. The $108.9k Note II has an interest rate of 10% and a default interest rate of 22%, matures on October 30, 2020, and may be converted into common stock of the Company by the holder at any time after the 6-month anniversary of the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 25% discount to the lowest bid or trading price of the Company’s common stock during the thirteen (13) trading days prior to the conversion date. Upon an event of default caused by the Company’s failure to deliver shares upon a conversion pursuant to the terms of the note, 300% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company’s breach of any other events of default specified in the note, 150% of the outstanding principal and any interest due amount shall be immediately due. On October 30, 2019, the Company entered into a securities purchase agreement for the sale of a $128,500 convertible note (the “$128.5k Note”). The $128.5k Note included $3,500 fees for net proceeds of $125,000. The $128.5k Note has an interest rate of 10% and a default interest rate of 18% and matures on October 30, 2020. The $128.5k Note may be converted into common stock of the Company by the holder at any time after the 6-month anniversary of the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 39% discount to the lowest bid or trading price of the Company’s common stock during the fifteen (15) trading days prior to the conversion date. Upon an event of default caused by the Company’s failure to deliver shares upon a conversion pursuant to the terms of the Note, 200% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company’s breach of any other events of default specified in the Note, 150% of the outstanding principal and any interest due amount shall be immediately due. On October 31, 2019, the Company repaid in full one of the $209k Notes with a principal of $104,500, plus accrued interest and forbearance fees, for a total payment of $142,500. On November 5, 2019, the Company repaid the $103k Note IV, including accrued interest, for a total payment of $133,900. On November 6, 2019, the Company entered into a securities purchase agreement for the sale of a $103,000 convertible note (the “$103k Note VI”). The $103k Note VI included $3,000 fees for net proceeds of $100,000. The $103k Note VI has an interest rate of 10% and a default interest rate of 22% and matures on August 15, 2020. The $103k Note VI may be converted into common stock of the Company by the holder at any time after the 6-month anniversary of the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 39% discount to the lowest bid or trading price of the Company’s common stock during the fifteen (15) trading days prior to the conversion date. Upon an event of default caused by the Company’s failure to deliver shares upon a conversion pursuant to the terms of the note, 300% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company’s breach of any other events of default specified in the note, 150% of the outstanding principal and any interest due amount shall be immediately due. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with GAAP. All amounts referred to in the notes to the unaudited condensed consolidated financial statements are in United States Dollars ($) unless stated otherwise. |
Use of Estimates | Use of Estimates The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Accordingly, actual results could differ from those estimates. Significant estimates include assumptions about collection of accounts receivable, the valuation and recognition of stock-based compensation expense, valuation allowance for deferred tax assets, borrowing rate consideration for right-of-use ("ROU") lease assets including related lease liability and useful life of fixed assets. |
Adopted Accounting Pronouncements | Adopted Accounting Pronouncements Effective January 1, 2019, the Company adopted Accounting Standards Update ("ASU") No. 2016-02, Leases ("ASU 2016-02") using the required modified retrospective approach. ASU 2016-02 requires lessees to record most leases on their balance sheets but recognize expenses on their income statements in a manner similar to current accounting. See discussion below under the caption "Leases" in this Note 2 and in Note 9 for more detail on the Company's accounting policy with respect to lease accounting. Effective January 1, 2019, the Company adopted ASU 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees and supersedes the guidance in Subtopic 505-50, Equity - Equity-Based Payments to Non-Employees. The . |
Patient Service Revenue | Patient Service Revenue Patient service revenue is reported at the amount that reflects the consideration to which the Company expects to be entitled in exchange for providing patient care. These amounts are due from patients and third-party payors (including health insurers and government programs) and includes variable consideration for retroactive revenue adjustments due to settlement of audits, reviews, and investigations. Generally, the Company bills patients and third-party payors within days after the services are performed and/or the patient is discharged from the facility. Revenue is recognized as performance obligations are satisfied. Performance obligations are determined based on the nature of the services provided by the Company. Revenue for performance obligations satisfied over time is recognized based on actual charges incurred in relation to total expected charges. The Company believes that this method provides a faithful depiction of the transfer of services over the term of the performance obligation based on the inputs needed to satisfy the obligation. Revenue for performance obligations satisfied at a point in time is recognized when goods or services are provided and the Company does not believe it is required to provide additional goods or services to the patient. The Company determines the transaction price based on standard charges for goods and services provided, reduced by contractual adjustments provided to third-party payors, discounts provided to uninsured patients in accordance with the Company's policy, and/or implicit price concessions provided to uninsured patients. The Company determines its estimates of contractual adjustments and discounts based on contractual agreements, its discount policies, and historical experience. The Company determines its estimate of implicit price concessions based on its historical collection experience with this class of patients. Agreements with third-party payors typically provide for payments at amounts less than established charges. A summary of the payment arrangements with major third-party payors follows: ● Medicare: ● Medicaid: ● Other: Laws and regulations concerning government programs, including Medicare and Medicaid, are complex and subject to varying interpretation. As a result of investigations by governmental agencies, various health care organizations have received requests for information and notices regarding alleged noncompliance with those laws and regulations, which, in some instances, have resulted in organizations entering into significant settlement agreements. Compliance with such laws and regulations may also be subject to future government review and interpretation as well as significant regulatory action, including fines, penalties, and potential exclusion from the related programs. There can be no assurance that regulatory authorities will not challenge the Company's compliance with these laws and regulations, and it is not possible to determine the impact, if any, such claims or penalties would have upon the Company. In addition, the contracts the Company has with commercial payors also provide for retroactive audit and review of claims. Settlements with third-party payors for retroactive adjustments due to audits, reviews or investigations are considered variable consideration and are included in the determination of the estimated transaction price for providing patient care. These settlements are estimated based on the terms of the payment agreement with the payor, correspondence from the payor and the Company's historical settlement activity, including an assessment to ensure that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the retroactive adjustment is subsequently resolved. Estimated settlements are adjusted in future periods as adjustments become known, or as years are settled or are no longer subject to such audits, reviews, and investigations. The Company also provides services to uninsured patients, and offers those uninsured patients a discount, either by policy or law, from standard charges. The Company estimates the transaction price for patients with deductibles and coinsurance and from those who are uninsured based on historical experience and current market conditions. The initial estimate of the transaction price is determined by reducing the standard charge by any contractual adjustments, discounts, and implicit price concessions. Subsequent changes to the estimate of the transaction price are generally recorded as adjustments to patient service revenue in the period of the change. Patient services provided by NCFM are provided on a cash basis and not submitted through third party insurance providers. |
Cash and Cash Equivalents | Cash and Cash Equivalents For financial statement purposes, the Company considers all highly liquid investments with original maturities of three months or less to be cash and cash equivalents. |
Accounts Receivable | Accounts Receivable Trade receivables are carried at their estimated collectible amounts. Trade credit is generally extended on a short-term basis; thus trade receivables do not bear interest. Trade accounts receivable are periodically evaluated for collectability based on past collectability of the insurance companies, government agencies, and customers' accounts receivable during the related period which generally approximates 47% of total billings. Trade accounts receivable are recorded at this net amount. As of September 30, 2019 and December 31, 2018, the Company's gross accounts receivable were $254,625 and $244,956, respectively, and net accounts receivable were $119,928 and $114,884, respectively, based upon net reporting of accounts receivable. As of September 30, 2019 and December 31, 2018, the Company's allowance of doubtful accounts was $13,972 and $13,972, respectively. |
Leases | Leases Upon transition under ASU 2016-02, the Company elected the suite of practical expedients as a package applied to all of its leases, including (i) not reassessing whether any expired or existing contracts are or contain leases, (ii) not reassessing the lease classification for any expired or existing leases, and (iii) not reassessing initial direct costs for any existing leases. For new leases, the Company will determine if an arrangement is or contains a lease at inception. Leases are included as ROU assets within other assets and ROU liabilities within accrued expenses and other liabilities and within other long-term liabilities on the Company's condensed consolidated balance sheets. ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The Company's leases do not provide an implicit rate. The Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The ROU asset also includes any lease payments made and excludes lease incentives. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Adoption of ASU 2016-02 had an impact of $353,565 and $358,506 on the Company's assets and liabilities, respectively, and had no material impact on cash provided by or used in operating, investing or financing activities on the Company's unaudited condensed consolidated statements of cash flows. |
Inventory | Inventory Inventory consisting of supplements, is stated at the lower of cost or net realizable value. Cost is determined by the first-in, first-out method. Outdated inventory is directly charged to cost of goods sold. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill is recognized as the excess cost of an acquired entity over the net amount assigned to assets acquired and liabilities assumed. Goodwill is not amortized, but rather tested for impairment on an annual basis and more often if circumstances require. Impairment losses are recognized whenever the implied fair value of goodwill is less than its carrying value. The Company recognizes an acquired intangible apart from goodwill whenever the intangible arises from contractual or other legal rights, or whenever it can be separated or divided from the acquired entity and sold, transferred, licensed, rented or exchanged, either individually or in combination with a related contract, asset or liability. Such intangibles are amortized over their estimated useful lives unless the estimated useful life is determined to be indefinite. Amortizable intangible assets are being amortized primarily over useful lives of five years. The straight-line method of amortization is used as it has been determined to approximate the use pattern of the assets. Impairment losses are recognized if the carrying amount of an intangible that is subject to amortization is not recoverable from expected future cash flows and its carrying amount exceeds its fair value. The Company also maintains intangible assets with indefinite lives, which are not amortized. These intangibles are tested for impairment on an annual basis and more often if circumstances require. Impairment losses are recognized whenever the implied fair value of these assets is less than their carrying value. No impairment charges were recognized in the three and nine months ended September 30, 2019 or 2018. |
Concentrations of Credit Risk | Concentrations of Credit Risk The Company's financial instruments that are exposed to a concentration of credit risk are cash and accounts receivable. There are no patients/customers that represent 10% or more of the Company's revenue or accounts receivable. Generally, the Company's cash and cash equivalents are in checking accounts. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. For consolidated financial statement purposes, property and equipment are recorded at cost and depreciated using the straight-line method over their estimated useful lives of 5 to 7 years. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. The Company examines the possibility of decreases in the value of fixed assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset's estimated fair value and its book value. There was no impairment as of September 30, 2019 and December 31, 2018. |
Convertible Notes | Convertible Notes Convertible notes are regarded as compound instruments, consisting of a liability component and an equity component. The component parts of compound instruments are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. This amount is recorded as a liability on an amortized cost basis until extinguished upon conversion or at the instrument's maturity date. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognized as additional paid-in capital and included in equity, net of income tax effects, and is not subsequently remeasured. After initial measurement, they are carried at amortized cost using the effective interest method. Convertible notes for which the maturity date has been extended and that qualify for debt extinguishment treatment are recorded at fair value on the extinguishment date and then revalue at the end of each reporting period, with the change recorded to the statement of operations under "Change in Fair Value of Debt." |
Derivative Financial Instruments | Derivative Financial Instruments The Company reviews the terms of convertible debt, equity instruments and other financing arrangements to determine whether there are embedded derivative instruments, including embedded conversion options that are required to be bifurcated and accounted for separately as a derivative financial instrument. Also, in connection with the issuance of financing instruments, the Company may issue freestanding options or warrants that may, depending on their terms, be accounted for as derivative instrument liabilities, rather than as equity. Derivative financial instruments are initially measured at their fair value. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income. To the extent that the initial fair values of the freestanding and/or bifurcated derivative instrument liabilities exceed the total proceeds received, an immediate charge to income is recognized, in order to initially record the derivative instrument liabilities at their fair value. The discount from the face value of convertible debt instruments resulting from allocating some or all of the proceeds to the derivative instruments is amortized over the life of the instrument through periodic charges to income. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period. If reclassification is required, the fair value of the derivative instrument, as of the determination date, is reclassified. Any previous charges or credits to income for changes in the fair value of the derivative instrument are not reversed. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within twelve months of the balance sheet date. The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. |
Fair Value of Assets and Liabilities | Fair Value of Assets and Liabilities Fair value is the price that would be received from the sale of an asset or paid to transfer a liability (i.e. an exit price) in the principal or most advantageous market in an orderly transaction between market participants. In determining fair value, the accounting standards have established a three-level hierarchy that distinguishes between (i) market data obtained or developed from independent sources (i.e., observable data inputs) and (ii) a reporting entity's own data and assumptions that market participants would use in pricing an asset or liability (i.e., unobservable data inputs). Financial assets and financial liabilities measured and reported at fair value are classified in one of the following categories, in order of priority of observability and objectivity of pricing inputs: ● Level 1 – ● Level 2 ● Level 3 The fair value measurement level for an asset or liability is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques should maximize the use of observable inputs and minimize the use of unobservable inputs. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock-based compensation under ASC 718 "Compensation – Stock Compensation" using the fair value based method. Under this method, compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. This guidance establishes standards for the accounting for transactions in which an entity exchanges it equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity's equity instruments or that may be settled by the issuance of those equity instruments. The Company uses the fair value method for equity instruments granted to non-employees and use the Black-Scholes model for measuring the fair value of options. The stock based fair value compensation is determined as of the date of the grant or the date at which the performance of the services is completed (measurement date) and is recognized over the vesting periods. |
Income Taxes | Income Taxes The Company follows Accounting Standards Codification subtopic 740-10, Income Taxes ("ASC 740-10") for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability during each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse and are considered immaterial. No Income Tax has been provided for the three or nine months ended September 30, 2019, since the Company has sustained a loss for the period. Due to the uncertainty of the utilization and recoverability of the loss carry-forwards (including the three and nine months ended September 30, 2019) and other deferred tax assets, management has determined a full valuation allowance for the deferred tax assets, since it is more likely than not that the deferred tax assets will not be realizable. |
Recurring Fair Value Measurements | Recurring Fair Value Measurements The carrying value of the Company's financial assets and financial liabilities is their cost, which may differ from fair value. The carrying value of cash held as demand deposits, money market and certificates of deposit, marketable investments, accounts receivable, short-term borrowings, accounts payable, accrued liabilities, and derivative financial instruments approximated their fair value. |
Net Loss per Share | Net Loss per Share Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. During the three and nine months ended September 30, 2019 and 2018, the Company reported a net loss and excluded all outstanding stock options, warrants and other dilutive securities from the calculation of diluted net loss per common share because inclusion of these securities would have been anti-dilutive. As of September 30, 2019 and December 31, 2018, potentially dilutive securities were comprised of (i) 43,867,208 and 46,161,463 warrants outstanding, respectively, (ii) 4,036,750 and 3,707,996 stock options outstanding, respectively, (iii) 22,323,327 and 15,517,111 shares issuable upon conversion of convertible notes, respectively, and (iv) 363,750 and 540,000 unissued shares subject to future vesting requirements granted pursuant to the Company's Employee Incentive Plan. |
Common stock awards | Common stock awards The Company grants common stock awards to non-employees in exchange for services provided. The Company measures the fair value of these awards using the fair value of the services provided or the fair value of the awards granted, whichever is more reliably measurable. The fair value measurement date of these awards is generally the date the performance of services is complete. The fair value of the awards is recognized on a straight-line basis as services are rendered. The share-based payments related to common stock awards for the settlement of services provided by non-employees is recorded on the consolidated statement of comprehensive loss in the same manner and charged to the same account as if such settlements had been made in cash. |
Warrants | Warrants In connection with certain financing, consulting and collaboration arrangements, the Company has issued warrants to purchase shares of its common stock. The outstanding warrants are standalone instruments that are not puttable or mandatorily redeemable by the holder and are classified as equity awards. The Company measures the fair value of the awards using the Black-Scholes option pricing model as of the measurement date. Warrants issued in conjunction with the issuance of common stock are initially recorded at fair value as a reduction in additional paid-in capital of the common stock issued. All other warrants are recorded at fair value as expense over the requisite service period or at the date of issuance, if there is not a service period. Warrants granted in connection with ongoing arrangements are more fully described in Note 13, Shareholders' Deficit |
Business Segments | Business Segments The Company uses the "management approach" to identify its reportable segments. The management approach designates the internal organization used by management for making operating decisions and assessing performance as the basis for identifying the Company's reportable segments. Using the management approach, the Company determined that it has two operating segments: Health Services (multi-specialty medical group including the NWC OB/GYN practice and the NCFM practice acquired in April 2019) and Digital Healthcare (develops and markets the "HealthLynked Network," an online personal medical information and record archive system). |
Acquisition (Tables)
Acquisition (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Business Combinations [Abstract] | |
Schedule of consideration paid for HCFM and the value of assets acquired that were recognized at the acquisition date | Cash $ 500,000 Common Stock (3,968,254 shares) 1,000,000 Earn Out Agreement 500,000 Fair Value of Total Consideration $ 2,000,000 |
Schedule of estimated fair values of the assets acquired and liabilities assumed | Cash $ 35,000 Hyperbaric Chambers 452,289 Medical Equipment 29,940 Computer Equipment/Software 19,739 Office Furniture & Equipment 23,052 Inventory 72,114 Leasehold Improvements 25,000 Website 41,000 Patient Management Platform Database 1,230,000 Goodwill 71,866 Fair Value of Identifiable Assets Acquired $ 2,000,000 |
Schedule of revenue and net income of HCFM included in the Company's consolidated income statement | Revenue $ 1,376,028 Net income $ 130,675 |
Schedule of pro forma consolidated income statement as if HCFM had been included in the consolidated results | Nine Months Ended September 30, 2019 2018 Revenue $ 3,741,591 $ 4,100,150 Net loss (2,994,648 ) (4,342,975 ) |
Property, Plant, and Equipment
Property, Plant, and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, plant and equipment | September 30, December 31, 2019 2018 Capital lease equipment $ 251,752 $ 343,492 Medical equipment 482,229 --- Telephone equipment 12,308 12,308 Furniture, transport and office equipment 516,815 438,970 Total property, plant and equipment 1,263,104 794,770 Less: accumulated depreciation (726,342 ) (752,173 ) Property, plant and equipment, net $ 536,762 $ 42,597 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of goodwill and intangible assets | September 30, December 31, 2019 2018 Medical database $ 1,230,000 $ --- Website 41,000 --- Total intangible assets 1,271,000 --- Less: accumulated amortization (3,842 ) --- Intangible assets, net 1,267,158 Plus: goodwill 71,866 Goodwill and intangible assets, net $ 1,339,024 $ --- |
Notes Payable and Other Amoun_2
Notes Payable and Other Amounts Due to Related Party (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Notes Payable and Other Amounts Due to Related Party [Abstract] | |
Schedule of amounts due to related parties | September 30, December 31, 2019 2018 Due to related party: Deferred compensation, Dr. Michael Dent $ 300,600 $ 300,600 Accrued interest payable to Dr. Michael Dent 178,339 129,117 Total due to related party 478,939 429,717 Notes payable to related party: Notes payable to Dr. Michael Dent, current portion $ 690,572 $ 672,471 |
Schedule of notes payable | Interest September 30, December 31, Inception Date Maturity Date Rate 2019 2018 January 12, 2017 December 31, 2019 10% $ 44,186 * $ 40,560 * January 18, 2017 December 31, 2019 10% 25,217 * 23,165 * January 24, 2017 December 31, 2019 10% 62,962 * 57,839 * February 9, 2017 December 31, 2019 10% 37,650 * 34,586 * April 20, 2017 December 31, 2019 10% 12,363 * 11,357 * June 15, 2017 December 31, 2019 10% 39,694 * 36,464 * August 17, 2017 December 31, 2019 10% 20,000 20,000 August 24, 2017 December 31, 2019 10% 37,500 37,500 September 7, 2017 December 31, 2019 10% 35,000 35,000 September 21, 2017 December 31, 2019 10% 26,500 26,500 September 29, 2017 December 31, 2019 10% 12,000 12,000 December 21, 2017 December 31, 2019 10% 14,000 14,000 January 8, 2018 December 31, 2019 10% 75,000 75,000 January 11, 2018 December 31, 2019 10% 9,000 9,000 January 26, 2018 December 31, 2019 10% 17,450 17,450 January 3, 2014 December 31, 2019 10% 222,050 222,050 $ 690,572 $ 672,471 * Denotes that note payable is carried at fair value |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
Schedule of lease-related assets and liabilities | As of September 30, 2019 Operating Financing Total Leases Leases Leases Lease assets $ 344,704 $ 8,861 $ 353,565 Lease liabilities Lease liabilities (short term) $ 257,649 $ 8,861 $ 266,510 Lease liabilities (long term) 91,996 0 91,996 Total lease liabilities $ 349,645 $ 8,861 $ 358,506 |
Schedule of maturities of operating lease liabilities | Operating Capital Total Leases Leases Commitments 2019 (October through December) $ 87,328 $ 4,587 $ 91,915 2020 234,892 4,587 239,479 2021 75,019 --- 75,019 2022 28,443 --- 28,443 2023 --- --- --- Total lease payments 425,682 9,174 434,856 Less interest (76,037 ) (313 ) (76,350 ) Present value of lease liabilities $ 349,645 $ 8,861 $ 358,506 |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Short-term Debt [Line Items] | |
Schedule of notes payable | September 30, December 31, 2019 2018 $550k Note - July 2016 $ 647,520 * $ 594,813 $50k Note - July 2016 65,655 * 60,312 $111k Note - May 2017 136,280 * 125,190 $171.5k Note - October 2017 --- 186,472 $103k Note I - October 2018 --- 103,000 $103k Note II - November 2018 --- 103,000 $153k Note - November 2018 --- 153,000 $103k Note III - December 2018 --- 103,000 $103k Note III - April 2019 103,000 --- $209k Notes - April 2019 209,000 --- $357.5k Note - April 2019 357,500 --- $103k Note IV - May 2019 103,000 --- $154k Note - June 2019 154,000 --- $136k Notes - July 2019 135,850 --- $78k Note III - July 2019 78,000 --- $230k Note - July 2019 230,000 --- $108.9k Note - August 2019 108,947 --- 2,328,752 1,428,787 Less: unamortized discount (803,316 ) (386,473 ) Convertible notes payable, net of original issue discount and debt discount $ 1,525,436 $ 1,042,314 * - Denotes that convertible note payable is carried at fair value |
Schedule of amortization expense | Amortization of Debt Discount Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 $111k Note - May 2017 $ --- $ --- $ --- $ 6,931 $53k Note - July 2017 --- --- --- 1,520 $35k Note - September 2017 --- --- --- 7,972 $55k Note - September 2017 --- --- --- 10,849 $53k Note II - October 2017 --- --- --- 20,443 $171.5k Note - October 2017 --- 43,345 --- 128,625 $57.8k Note - January 2018 --- 8,914 --- 37,235 $112.8k Note - February 2018 --- 11,738 --- 57,456 $83k Note - February 2018 --- 10,688 --- 41,841 $105k Note - March 2018 --- 17,548 --- 51,205 $63k Note I - April 2018 --- 20,125 --- 39,594 $57.8k Note II - April 2018 --- 14,556 --- 26,423 $90k Note - April 2018 --- 13,562 --- 31,562 $53k Note III - April 2018 --- 16,990 --- 30,470 $68.3k Note - May 2018 --- 17,156 --- 27,971 $37k Note - May 2018 --- 9,326 --- 14,800 $63k Note II - May 2018 --- 15,967 --- 24,992 $78.8k Note - May 2018 --- 19,849 --- 27,832 $103k Note I - October 2018 --- --- 33,972 --- $103k Note II - November 2018 --- --- 44,952 --- $153k Note - November 2018 1,733 --- 91,451 --- $103k Note III - December 2018 --- --- 42,611 --- $78k Note I - January 2019 4,286 --- 52,000 --- $78k Note II - January 2019 6,346 --- 47,858 --- $103k Note III - April 2019 28,628 --- 56,012 --- $104.5k Note - April 2019 52,536 --- 98,219 --- $357.5k Note - April 2019 91,230 --- 166,593 --- $103k Note IV - May 2019 31,906 --- 50,633 --- $154k Note - June 2019 38,710 --- 50,071 --- $67.9k Note - July 2019 32,554 --- 32,554 --- $78k Note III - July 2019 20,512 --- 20,512 --- $230k Note - July 2019 46,502 --- 46,503 --- $108.9k Note - August 2019 7,784 --- 7,784 --- $ 362,727 $ 219,764 $ 841,725 $ 587,721 |
Schedule of unamortized debt discount on outstanding convertible notes payable | Unamortized Discount as of September 30, December 31, 2019 2018 $103k Note I - October 2018 $ --- $ 76,256 $103k Note II - November 2018 --- 85,656 $153k Note - November 2018 --- 129,462 $103k Note III - December 2018 --- 95,099 $103k Note III - April 2019 46,988 --- $104.5k Note - April 2019 110,781 --- $357.5k Note - April 2019 91,230 --- $103k Note IV - May 2019 52,367 --- $154k Note - June 2019 103,929 --- $67.9k Note - July 2019 77,970 --- $78k Note III - July 2019 57,488 --- $230k Note - July 2019 183,497 --- $108.9k Note - August 2019 79,066 --- $ 803,316 $ 386,473 |
Scedule of interest expense | Interest Expense Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 $550k Note - July 2016 $ 8,318 $ 8,318 $ 24,682 $ 24,773 $50k Note - July 2016 1,260 1,260 3,740 3,753 $111k Note - May 2017 4,168 4,168 12,369 12,367 $53k Note - July 2017 --- --- --- 116 $35k Note - September 2017 --- --- --- 614 $55k Note - September 2017 --- --- --- 1,085 $53k Note II - October 2017 --- --- --- 1,568 $171.5k Note - October 2017 --- 4,323 1,785 12,827 $57.8k Note - January 2018 --- 895 --- 3,727 $112.8k Note - February 2018 --- 1,174 --- 5,746 $83k Note - February 2018 --- 1,069 --- 4,184 $105k Note - March 2018 --- 1,755 --- 5,121 $63k Note I - April 2018 --- 1,588 --- 3,124 $57.8k Note II - April 2018 --- 1,456 --- 2,642 $90k Note - April 2018 --- 1,356 --- 3,156 $53k Note III - April 2018 --- 1,336 --- 2,396 $68.3k Note - May 2018 --- 1,720 --- 2,805 $37k Note - May 2018 --- 933 --- 1,480 $63k Note II - May 2018 --- 1,588 --- 2,485 $78.8k Note - May 2018 --- 1,985 --- 2,783 $103k Note I - October 2018 --- --- 2,653 --- $103k Note II - November 2018 --- --- 3,584 --- $153k Note - November 2018 --- --- 6,710 --- $103k Note III - December 2018 --- --- 4,261 --- $78k Note I - January 2019 321 --- 3,889 --- $78k Note II - January 2019 513 --- 3,868 --- $103k Note III - April 2019 2,596 --- 5,079 --- $104.5k Note - April 2019 5,268 --- 9,848 --- $357.5k Note - April 2019 12,650 --- 23,100 --- $103k Note IV - May 2019 2,596 --- 4,120 --- $154k Note - June 2019 3,882 --- 5,021 --- $67.9k Note - July 2019 3,014 --- 3,014 --- $78k Note III - July 2019 1,624 --- 1,624 --- $230k Note - July 2019 4,663 --- 4,663 --- $108.9k Note - August 2019 992 --- 992 --- $ 51,865 $ 34,924 $ 125,002 $ 96,752 |
Schedule of allocation of proceeds at inception | Change in Fair Value of Debt Change in Fair Value of Debt Fair Value of Debt as of Three Months Ended September 30, Nine Months Ended September 30, September 30, December 31, 2019 2018 2019 2018 2019 2018 $550k Note - July 2016 $ 17,455 $ (35,754 ) $ 52,708 $ 26,654 $ 647,520 $ 594,813 $50k Note - July 2016 1,770 (1,300 ) 5,343 8,471 65,655 60,312 $111k Note - May 2017 3,674 (1,685 ) 11,089 10,368 136,280 125,190 $171.5k Note - October 2017 --- --- 1,781 --- --- 186,472 $ 22,899 $ (38,739 ) $ 70,921 $ 45,493 $ 849,455 $ 966,787 |
Convertible Notes Payable ($53,000) - July 2017 [Member] | |
Short-term Debt [Line Items] | |
Schedule of debt extinguishment | Face value of convertible note payable retired $ 53,000 Carrying value of derivative financial instruments arising from ECF 53,893 Accrued interest 2,644 Less cash repayment (74,922 ) Less carrying value of debt discount at extinguishment (18,427 ) Gain on extinguishment of debt $ 16,188 |
Convertible Notes Payable ($35,000) - September 2017 [Member] | |
Short-term Debt [Line Items] | |
Schedule of debt extinguishment | Face value of convertible note payable retired $ 35,000 Carrying value of derivative financial instruments arising from ECF 37,269 Accrued interest 1,716 Less cash repayment (49,502 ) Less carrying value of debt discount at extinguishment (12,705 ) Gain on extinguishment of debt $ 11,778 |
Convertible Notes Payable ($55,000) - September 2017 [Member] | |
Short-term Debt [Line Items] | |
Schedule of debt extinguishment | Face value of convertible note payable retired $ 55,000 Carrying value of derivative financial instruments arising from ECF 69,687 Accrued interest 2,759 Less cash repayment (85,258 ) Less carrying value of debt discount at extinguishment (27,425 ) Gain on extinguishment of debt $ 14,763 |
Convertible Notes Payable ($53,000) – October 2017 [Member] | |
Short-term Debt [Line Items] | |
Schedule of debt extinguishment | Face value of convertible note payable retired $ 53,000 Carrying value of derivative financial instruments arising from ECF 55,790 Accrued interest 2,571 Less cash repayment (75,000 ) Less carrying value of debt discount at extinguishment (19,496 ) Gain on extinguishment of debt $ 16,865 |
Convertible Notes Payable ($112,750) – February 2018 [Member] | |
Short-term Debt [Line Items] | |
Schedule of debt extinguishment | Face value of convertible note payable retired $ 112,750 Carrying value of derivative financial instruments arising from ECF 140,962 Accrued interest 5,746 Less cash repayment (151,536 ) Less fair value of warrant issued in connection with extinguishment (50,614 ) Less carrying value of debt discount at extinguishment (55,294 ) Gain on extinguishment of debt $ 2,014 |
Convertible Notes Payable ($83,000) – February 2018 [Member] | |
Short-term Debt [Line Items] | |
Schedule of debt extinguishment | Face value of convertible note payable retired $ 83,000 Carrying value of derivative financial instruments arising from ECF 106,720 Accrued interest 4,184 Less cash repayment (111,596 ) Less fair value of warrant issued in connection with extinguishment (92,400 ) Less carrying value of debt discount at extinguishment (41,159 ) Loss on extinguishment of debt $ (51,251 ) |
Convertible Notes Payable ($105,000) – March 2018 [Member] | |
Short-term Debt [Line Items] | |
Schedule of debt extinguishment | Face value of convertible note payable retired $ 105,000 Carrying value of derivative financial instruments arising from ECF 136,175 Accrued interest 5,121 Less cash repayment (140,697 ) Less carrying value of debt discount at extinguishment (53,795 ) Gain on extinguishment of debt $ 51,804 |
Convertible Notes Payable ($63,000) - April 2018 [Member] | |
Short-term Debt [Line Items] | |
Schedule of debt extinguishment | Face value of convertible note payable retired $ 63,000 Carrying value of derivative financial instruments arising from ECF 72,336 Accrued interest 3,124 Less cash repayment (89,198 ) Less carrying value of debt discount at extinguishment (23,406 ) Gain on extinguishment of debt $ 25,856 |
Convertible Notes Payable ($57,750) - April 2018 [Member] | |
Short-term Debt [Line Items] | |
Schedule of debt extinguishment | Face value of convertible note payable retired $ 57,750 Carrying value of derivative financial instruments arising from ECF 74,428 Accrued interest 2,895 Less cash repayment (81,850 ) Less carrying value of debt discount at extinguishment (28,796 ) Gain on extinguishment of debt $ 24,427 |
Convertible Notes Payable ($90,000) - April 2018 [Member] | |
Short-term Debt [Line Items] | |
Schedule of debt extinguishment | Face value of convertible note payable retired $ 90,000 Carrying value of derivative financial instruments arising from ECF 123,030 Accrued interest 3,156 Less cash repayment (119,240 ) Less carrying value of debt discount at extinguishment (58,438 ) Gain on extinguishment of debt $ 38,508 |
Convertible Notes Payable ($53,000) - April 2018 [Member] | |
Short-term Debt [Line Items] | |
Schedule of debt extinguishment | Face value of convertible note payable retired $ 53,000 Carrying value of derivative financial instruments arising from ECF 59,533 Accrued interest 2,657 Less cash repayment (75,039 ) Less carrying value of debt discount at extinguishment (19,206 ) Gain on extinguishment of debt $ 20,945 |
Convertible Notes Payable ($68,250) - May 2018 [Member] | |
Short-term Debt [Line Items] | |
Schedule of debt extinguishment | Face value of convertible note payable retired $ 68,250 Carrying value of derivative financial instruments arising from ECF 91,132 Accrued interest 3,366 Less cash repayment (91,644 ) Less carrying value of debt discount at extinguishment (34,684 ) Gain on extinguishment of debt $ 36,420 |
Convertible Notes Payable ($37,000) - May 2018 [Member] | |
Short-term Debt [Line Items] | |
Schedule of debt extinguishment | Face value of convertible note payable retired $ 37,000 Carrying value of derivative financial instruments arising from ECF 47,763 Accrued interest 1,815 Less cash repayment (49,144 ) Less carrying value of debt discount at extinguishment (18,855 ) Gain on extinguishment of debt $ 18,579 |
Convertible Notes Payable ($63,000) - May 2018 [Member] | |
Short-term Debt [Line Items] | |
Schedule of debt extinguishment | Face value of convertible note payable retired $ 63,000 Carrying value of derivative financial instruments arising from ECF 81,017 Accrued interest 3,107 Less cash repayment (89,198 ) Less carrying value of debt discount at extinguishment (31,760 ) Gain on extinguishment of debt $ 26,166 |
Convertible Notes Payable ($78,750) - May 2018 [Member] | |
Short-term Debt [Line Items] | |
Schedule of debt extinguishment | Face value of convertible note payable retired $ 78,750 Carrying value of derivative financial instruments arising from ECF 100,669 Accrued interest 3,938 Less cash repayment (104,738 ) Less carrying value of debt discount at extinguishment (39,914 ) Gain on extinguishment of debt $ 38,705 |
Convertible Notes Payable ($103,000) - October 2018 [Member] | |
Short-term Debt [Line Items] | |
Schedule of debt extinguishment | Face value of convertible note payable retired $ 103,000 Carrying value of derivative financial instruments arising from ECF 97,212 Accrued interest 4,741 Less cash repayment (134,500 ) Less carrying value of debt discount at extinguishment (42,284 ) Gain on extinguishment of debt $ 28,169 |
Convertible Notes Payable ($103,000) - November 2018 [Member] | |
Short-term Debt [Line Items] | |
Schedule of debt extinguishment | Face value of convertible note payable retired $ 103,000 Carrying value of derivative financial instruments arising from ECF 91,446 Accrued interest 4,967 Less cash repayment (134,888 ) Less carrying value of debt discount at extinguishment (40,704 ) Gain on extinguishment of debt $ 23,821 |
Convertible Notes Payable ($103,000) - December 2018 [Member] | |
Short-term Debt [Line Items] | |
Schedule of debt extinguishment | Face value of convertible note payable retired $ 103,000 Carrying value of derivative financial instruments arising from ECF 99,911 Accrued interest 5,051 Less cash repayment (135,029 ) Less carrying value of debt discount at extinguishment (52,488 ) Gain on extinguishment of debt $ 20,445 |
Convertible Notes Payable ($78,000) - January 2019 [Member] | |
Short-term Debt [Line Items] | |
Schedule of allocation of proceeds at inception | Face value of convertible note payable retired $ 78,000 Carrying value of derivative financial instruments arising from ECF 40,174 Accrued interest 3,889 Less cash repayment (102,321 ) Less carrying value of debt discount at extinguishment (26,000 ) Gain (loss) on extinguishment of debt $ (6,258 ) |
Convertible Notes Payable ($78,000) - January 2019 [Member] | |
Short-term Debt [Line Items] | |
Schedule of allocation of proceeds at inception | Face value of convertible note payable retired $ 78,000 Carrying value of derivative financial instruments arising from ECF 61,691 Accrued interest 3,868 Less cash repayment (102,255 ) Less carrying value of debt discount at extinguishment (30,142 ) Gain on extinguishment of debt $ 11,162 |
Convertible Notes Payable ($103,000) - April 2019 [Member] | |
Short-term Debt [Line Items] | |
Schedule of allocation of proceeds at inception | Embedded conversion feature $ 126,313 Original issue discount and fees 3,000 Financing cost (26,313 ) Convertible note --- Gross proceeds $ 103,000 |
Convertible Notes Payable ($209,000) - April 2019 [Member] | |
Short-term Debt [Line Items] | |
Schedule of allocation of proceeds at inception | Embedded conversion feature $ 205,516 Original issue discount and fees 9,000 Fair value of shares recorded to equity 12,500 Financing cost (18,016 ) Convertible note --- Gross proceeds $ 209,000 |
Convertible Note Payable ($357,500) - April 2019 [Member] | |
Short-term Debt [Line Items] | |
Schedule of allocation of proceeds at inception | Original issue discount $ 32,500 Warrants 96,411 Embedded conversion feature 128,911 Convertible note 99,678 Gross proceeds $ 357,500 |
Convertible Notes Payable ($103,000) - April 2019 [Member] | |
Short-term Debt [Line Items] | |
Schedule of allocation of proceeds at inception | Embedded conversion feature $ 115,729 Original issue discount and fees 3,000 Financing cost (15,729 ) Convertible note --- Gross proceeds $ 103,000 |
CConvertible Notes Payable ($154,000) - June 2019 [Member] | |
Short-term Debt [Line Items] | |
Schedule of allocation of proceeds at inception | Embedded conversion feature $ 177,273 Original issue discount and fees 4,000 Financing cost (27,273 ) Convertible note --- Gross proceeds $ 154,000 |
Convertible Notes Payable ($136,000) – July 2019 [Member] | |
Short-term Debt [Line Items] | |
Schedule of allocation of proceeds at inception | Embedded conversion feature $ 97,732 Original issue discount and fees 5,850 Fair value of shares recorded to equity 6,942 Convertible note 25,326 Gross proceeds $ 135,850 |
Convertible Notes Payable ($78,000) – July 2019 [Member] | |
Short-term Debt [Line Items] | |
Schedule of allocation of proceeds at inception | Embedded conversion feature $ 76,763 Original issue discount and fees 3,000 Financing cost (1,763 ) Convertible note --- Gross proceeds $ 78,000 |
Convertible Notes Payable ($230,000) – July 2019 [Member] | |
Short-term Debt [Line Items] | |
Schedule of allocation of proceeds at inception | Embedded conversion feature $ 220,246 Original issue discount and fees 20,000 Financing cost (10,246 ) Convertible note --- Gross proceeds $ 230,000 |
Convertible Notes Payable ($108,947) – August 2019 [Member] | |
Short-term Debt [Line Items] | |
Schedule of allocation of proceeds at inception | Embedded conversion feature $ 82,004 Original issue discount and fees 8,947 Convertible note 17,996 Gross proceeds $ 108,947 |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of derivative financial instruments | Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Balance, beginning of period $ 632,605 $ 1,389,689 $ 800,440 $ 398,489 Inception of derivative financial instruments 472,644 2,397,516 1,276,703 3,643,520 Change in fair value of derivative financial instruments (158,691 ) 238,330 (574,205 ) 200,165 Conversion or extinguishment of derivative financial instruments (119,898 ) (3,416,784 ) (676,278 ) (3,633,423 ) Balance, end of period $ 826,660 $ 608,751 $ 826,660 $ 608,751 |
Shareholders' Deficit (Tables)
Shareholders' Deficit (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Option Indexed to Issuer's Equity [Line Items] | |
Schedule of stock warrants | 2019 2018 Weighted Weighted Average Average Exercise Exercise Number Price Number Price Outstanding at beginning of the period 46,161,463 $ 0.18 20,526,387 $ 0.23 Granted during the period 1,805,001 $ 0.35 9,960,403 $ 0.10 Exercised during the period (4,099,256 ) $ 0.00 --- $ --- Terminated during the period --- $ --- --- $ --- Outstanding at end of the period 43,867,208 $ 0.20 30,486,790 $ 0.19 Exercisable at end of the period 43,867,208 $ 0.20 30,486,790 $ 0.19 Weighted average remaining life 3.0 years 4.0 years |
Schedule of stock warrants outstanding | 2019 2018 Outstanding at beginning of the period 1,738,750 1,498,750 Granted during the period 135,313 --- Terminated during the period --- --- Outstanding at end of the period 1,874,063 1,498,750 Shares vested at period-end 1,510,313 1,058,750 Weighted average grant date fair value of shares granted during the period $ 0.26 $ --- Aggregate grant date fair value of shares granted during the period $ 12,805 $ --- Shares available for grant pursuant to EIP at period-end 9,592,868 11,496,934 |
Schedule of stock options outstanding | 2019 2018 Weighted Weighted Average Average Exercise Exercise Number Price Number Price Outstanding at beginning of the period 3,707,996 $ 0.18 2,349,996 $ 0.12 Granted during the period 1,078,750 $ 0.26 158,000 $ 0.11 Exercised during the period (154,166 ) $ 0.20 --- $ --- Forfeited during the period (595,830 ) $ 0.20 --- $ --- Outstanding at end of the period 4,036,750 $ 0.20 2,507,996 $ 0.12 Options exercisable at period-end 1,486,000 836,000 Weighted average remaining life (in years) 7.9 7.9 Weighted average grant date fair value of options granted during the period $ 0.20 $ 0.09 Options available for grant at period-end 9,592,868 11,496,934 |
Warrant [Member] | |
Option Indexed to Issuer's Equity [Line Items] | |
Schedule of stock options outstanding | Warrants Outstanding Warrants Exercisable Weighted- Average Weighted- Weighted- Remaining Average Average Exercise Number Contractual Exercise Number Exercise Prices Outstanding Life (years) Price Exercisable Price $ 0.0001 to 0.09 16,157,768 3.0 $ 0.07 16,157,768 $ 0.07 $ 0.10 to 0.24 14,520,441 3.3 $ 0.19 14,520,441 $ 0.19 $ 0.25 to 0.49 9,248,999 3.0 $ 0.29 9,248,999 $ 0.29 $ 0.50 to 1.00 3,940,000 2.4 $ 0.64 3,940,000 $ 0.64 $ 0.05 to 1.00 43,867,208 3.0 $ 0.21 43,867,208 $ 0.21 |
Employee Stock Option [Member] | |
Option Indexed to Issuer's Equity [Line Items] | |
Schedule of stock warrants outstanding | Options Outstanding Options Exercisable Weighted- Average Weighted- Weighted- Remaining Average Average Exercise Number Contractual Exercise Number Exercise Prices Outstanding Life (years) Price Exercisable Price $ --- to 0.10 1,733,000 6.3 $ 0.08 1,220,500 0.08 $ 0.11 to 0.31 2,303,750 9.1 $ 0.29 265,500 0.31 $ 0.08 to 0.31 4,036,750 7.9 $ 0.20 1,486,000 $ 0.12 |
Schedule of non-vested shares issued | 2019 2018 Weighted Weighted Average Average Grant Date Grant Date Shares Fair Value Shares Fair Value Nonvested at beginning of period 2,332,413 $ 0.13 1,774,996 $ 0.03 Granted 1,078,750 $ 0.20 158,000 $ 0.09 Vested (264,583 ) $ 0.18 (261,000 ) $ 0.02 Forfeited (595,830 ) $ 0.02 --- $ --- Nonvested at end of period 2,550,750 $ 0.18 1,671,996 $ 0.03 |
Employee Equity Incentive Plan [Member] | |
Option Indexed to Issuer's Equity [Line Items] | |
Schedule of shares issued and outstanding under the EIP outstanding | 2019 2018 Weighted Weighted Average Average Grant Date Grant Date Shares Fair Value Shares Fair Value Nonvested at beginning of period 540,000 $ 0.16 628,750 $ 0.05 Granted --- $ --- --- $ --- Vested (176,250 ) $ 0.16 (188,750 ) $ 0.04 Forfeited --- $ --- --- $ --- Nonvested at end of period 363,750 $ 0.16 440,000 $ 0.05 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of maturities operating lease liabilities | Operating Capital Total Leases Leases Commitments 2019 (October through December) $ 87,328 $ 4,587 $ 91,915 2020 234,892 4,587 239,479 2021 75,019 --- 75,019 2022 28,443 --- 28,443 2023 --- --- --- Total lease payments 425,682 9,174 434,856 Less interest (76,037 ) (313 ) (76,350 ) Present value of lease liabilities $ 349,645 $ 8,861 $ 358,506 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Segment Reporting [Abstract] | |
Schedule of segment information | Three Months Ended September 30, 2019 Three Months Ended September 30, 2018 Health Services Digital Healthcare Total Health Services Digital Healthcare Total Revenue Patient service revenue, net $ 1,172,561 $ --- $ 1,172,561 $ 539,625 $ --- $ 539,625 Cost of services 287,274 --- 287,274 --- --- --- Gross profit 885,287 --- 885,287 539,625 --- 539,625 Operating Expenses Salaries and benefits 627,992 159,385 787,377 347,346 256,164 603,510 General and administrative 313,481 575,140 888,621 214,442 682,312 896,754 Depreciation and amortization 24,385 595 24,980 5,289 455 5,744 Total Operating Expenses 965,858 735,120 1,700,978 567,077 938,931 1,506,008 Loss from operations $ (80,571 ) $ (735,120 ) $ (815,691 ) $ (27,452 ) $ (938,931 ) $ (966,383 ) Other Segment Information Interest expense $ 5,165 $ 64,397 $ 69,562 $ 5,596 53,059 58,655 Loss on extinguishment of debt $ --- $ (4,904 ) $ (4,904 ) $ --- 66,469 66,469 Financing cost $ --- $ 12,009 $ 12,009 $ --- 623,216 623,216 Amortization of original issue and debt discounts on convertible notes $ --- $ 362,728 $ 362,728 $ --- 234,584 234,584 Change in fair value of debt --- $ 28,885 $ 28,885 --- 22,101 22,101 Change in fair value of derivative financial instruments $ --- $ (158,691 ) $ (158,691 ) $ --- 238,330 238,330 Nine Months Ended September 30, 2019 Nine Months Ended September 30, 2018 Health Services Digital Healthcare Total Health Services Digital Healthcare Total Revenue Patient service revenue, net $ 2,845,941 $ --- $ 2,845,941 $ 1,751,584 $ --- $ 1,751,584 Cost of services 608,877 --- 608,877 --- --- --- Gross profit 2,237,064 --- 2,237,064 1,751,584 --- 1,751,584 Operating Expenses Salaries and benefits 1,573,278 511,142 2,084,420 1,099,356 683,153 1,782,509 General and administrative 862,864 1,578,563 2,441,427 630,901 1,393,264 2,024,165 Depreciation and amortization 46,561 1,784 48,345 16,438 1,364 17,802 Total Operating Expenses 2,482,703 2,091,489 4,574,192 1,746,695 2,077,781 3,824,476 Loss from operations $ (245,639 ) $ (2,091,489 ) $ (2,337,128 ) $ 4,889 $ (2,077,781 ) $ (2,072,892 ) Other Segment Information Interest expense $ 17,010 $ 159,219 $ 176,229 $ 17,298 $ 132,710 $ 150,008 Loss on extinguishment of debt $ --- $ 62,459 $ 62,459 $ --- $ 374,828 $ 374,828 Financing cost $ --- $ 133,244 $ 133,244 $ --- $ 1,063,721 $ 1,063,721 Amortization of original issue and debt discounts on convertible notes $ --- $ 841,725 $ 841,725 $ --- $ 633,982 $ 633,982 Change in fair value of debt $ --- $ 88,991 $ 88,991 $ --- $ 105,499 $ 105,499 Change in fair value of derivative financial instruments $ --- $ (574,205 ) $ (574,205 ) $ --- $ 200,165 $ 200,165 September 30, 2019 December 31, 2018 Identifiable assets $ 2,579,744 $ 81,099 $ 2,660,843 $ 184,912 $ 242,451 $ 427,363 Goodwill $ 71,866 $ --- $ 71,866 $ --- $ --- $ --- |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Schedule of fair value measurements | As of September 30, 2019 Total Level 1 Level 2 Level 3 Fair Value Convertible notes payable $ --- $ --- $ 849,455 $ 849,455 Notes payable to related party --- --- 216,086 216,086 Derivative financial instruments --- --- 826,660 826,660 Total $ --- $ --- $ 1,892,201 $ 1,892,201 As of December 31, 2018 Total Level 1 Level 2 Level 3 Fair Value Convertible notes payable $ --- $ --- $ 780,315 $ 780,315 Notes payable to related party --- --- 203,971 203,971 Derivative financial instruments --- --- 800,440 800,440 Total $ --- $ --- $ 1,784,726 $ 1,784,726 |
Fair Value, Inputs, Level 3 [Member] | |
Schedule of fair value measurements | Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Convertible notes payable $ (22,899 ) $ (21,280 ) $ (70,921 ) $ (96,698 ) Notes payable to related party (5,986 ) (821 ) (18,070 ) (8,801 ) Derivative financial instruments 158,691 (238,330 ) 574,205 (200,165 ) Total $ 129,806 $ (260,431 ) $ 485,214 $ (305,664 ) |
Business and Business Present_2
Business and Business Presentation (Details) - shares | Sep. 05, 2014 | Sep. 30, 2019 | Sep. 30, 2019 | Feb. 05, 2018 | Sep. 02, 2014 |
Business and Business Presentation (Textual) | |||||
Total authorized shares | 250,000,000 | ||||
Common shares | 230,000,000 | ||||
Preferred shares | 20,000,000 | ||||
Increase authorized shares of common stock | 500,000,000 | ||||
Conversion of shares | 330,892 | 3,583,715 | |||
Share Exchange Agreement [Member] | |||||
Business and Business Presentation (Textual) | |||||
Equity method investment ownership percentage | 100.00% | ||||
Stock issued during period shares acquisitions | 50,000,000 |
Significant Accounting Polici_3
Significant Accounting Policies (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Significant Accounting Policies (Textual) | ||
Percentage of customers accounts receivable billings | 47.00% | |
Accounts receivable gross | $ 254,625 | $ 244,956 |
Accounts receivable net | $ 119,928 | 114,884 |
Concentration risk, percentage | 10.00% | |
Allowance of doubtful accounts | $ 13,972 | $ 13,972 |
Total lease assets | 353,565 | |
Total lease liabilities | $ 358,506 | |
Minimum [Member] | ||
Significant Accounting Policies (Textual) | ||
Estimated useful lives | 5 years | |
Maximum [Member] | ||
Significant Accounting Policies (Textual) | ||
Estimated useful lives | 7 years | |
Convertible Notes [Member] | ||
Significant Accounting Policies (Textual) | ||
Anti-dilutive securities | 22,323,327 | 15,517,111 |
Stock Options [Member] | ||
Significant Accounting Policies (Textual) | ||
Anti-dilutive securities | 4,036,750 | 3,707,996 |
Warrant [Member] | ||
Significant Accounting Policies (Textual) | ||
Anti-dilutive securities | 43,867,208 | 46,161,463 |
Unissued [Member] | ||
Significant Accounting Policies (Textual) | ||
Anti-dilutive securities | 363,750 | 540,000 |
Going Concern Matters and Liq_2
Going Concern Matters and Liquidity (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Jul. 31, 2016 | |
Going Concern Matters and Liquidity (Textual) | ||||||
Working capital deficit | $ 4,558,902 | |||||
Accumulated deficit | $ (13,566,626) | (13,566,626) | $ (10,501,055) | |||
Net loss | $ (1,125,280) | $ (2,209,738) | (3,065,571) | $ (4,601,095) | ||
Net cash used by operating activities | (1,728,934) | (1,910,098) | ||||
Net cash used in investing activities | (475,056) | (201) | ||||
Net cash provided by financing activities | 2,170,624 | 2,663,784 | ||||
Proceeds from sale of common stock | 1,240,616 | 2,520,192 | ||||
Net proceeds from issuance of convertible notes | 1,540,000 | 805,500 | ||||
Proceeds from related party loans | $ 101,450 | |||||
Net of cash acquired | 465,000 | |||||
Investment Agreement [Member] | ||||||
Going Concern Matters and Liquidity (Textual) | ||||||
Proceeds from sale of common stock | $ 825,616 | |||||
Sale of common stock shares | 4,273,779 | |||||
Investor agreed to purchase of common stock | $ 3,000,000 |
Acquisition (Details)
Acquisition (Details) | Apr. 12, 2019USD ($) |
Business Combinations [Abstract] | |
Cash | $ 500,000 |
Common Stock (3,968,254 shares) | 1,000,000 |
Earn Out Agreement | 500,000 |
Fair Value of Total Consideration | $ 2,000,000 |
Acquisition (Details 1)
Acquisition (Details 1) - USD ($) | Sep. 30, 2019 | Apr. 12, 2019 | Dec. 31, 2018 |
Business Combinations [Abstract] | |||
Cash | $ 35,000 | ||
Hyperbaric Chambers | 452,289 | ||
Medical Equipment | 29,940 | ||
Computer Equipment/Software | 19,739 | ||
Office Furniture & Equipment | 23,052 | ||
Inventory | 72,114 | ||
Leasehold Improvements | 25,000 | ||
Website | 41,000 | ||
Patient Management Platform Database | 1,230,000 | ||
Goodwill | $ 71,866 | 71,866 | |
Fair Value of Identifiable Assets Acquired | $ 2,000,000 |
Acquisition (Details 2)
Acquisition (Details 2) | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Business Combinations [Abstract] | |
Revenue | $ 1,376,028 |
Net income | $ 130,675 |
Acquisition (Details 3)
Acquisition (Details 3) - USD ($) | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Business Combinations [Abstract] | ||
Revenue | $ 3,741,591 | $ 4,100,150 |
Net income | $ (2,994,648) | $ (4,342,975) |
Acquisition (Details Textual)
Acquisition (Details Textual) - USD ($) | Apr. 12, 2019 | Sep. 30, 2019 | Dec. 31, 2018 |
Acquisition (Texttual) | |||
Cash | $ 500,000 | ||
Shares of common stock | 3,968,254 | ||
Fair Value of Total Consideration | $ 2,000,000 | ||
Goodwill | $ 71,866 | $ 71,866 | |
Description of acquisition | Significant factors considered in the calculation of the rate of return are the weighted average cost of capital and return on assets, as well as the risks inherent in the business. Cash flows were estimated based on EBITDA using forecasted revenue and costs. The measure is based on significant inputs that are not observable in the market (i.e. Level 3 inputs). Key assumptions include (i) a capitalization rate of 11.75% (ii) sustainable growth of 5% and (iii) a benefit stream using EBITDA cash flow. | ||
Website | $ 41,000 | ||
Patient Management Platform Database | $ 1,230,000 | ||
HCFM [Member] | |||
Acquisition (Texttual) | |||
Acquired interest rate | 100.00% | ||
Shares of common stock | 3,968,254 | ||
Description of acquisition | The Company to pay the former owner of HCFM up to $100,000, $200,000 and $200,000 on the first, second and third anniversary, respectively, based on achievement by NCFM of revenue of at least $3,100,000 (50% weighting) and EBITDA of at least $550,000 (50% weighting) in the year preceding each anniversary date. | ||
HCFM [Member] | Common Stock [Member] | |||
Acquisition (Texttual) | |||
Shares of common stock | 3,968,254 |
Deferred Offering Costs and P_2
Deferred Offering Costs and Prepaid Expenses (Details) | Dec. 06, 2018USD ($)$ / sharesshares | Jun. 07, 2017USD ($)$ / sharesshares | Mar. 22, 2017USD ($)shares | Jul. 07, 2016USD ($)Segments$ / shares | Sep. 21, 2018 | Sep. 30, 2019USD ($)$ / shares | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($)$ / shares | Sep. 30, 2018USD ($) | Dec. 31, 2018$ / shares |
Deferred Offering Costs and Prepaid Expenses (Textual) | ||||||||||
Common stock par value, per share | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Fair of warrants issued for professional service | $ 54,257 | $ 94,844 | ||||||||
Risk-free interest rate | 2.95% | |||||||||
Expected life (in years) | 4 years 9 months 25 days | |||||||||
Expected volatility rate | 298.82% | |||||||||
General and administrative | $ 888,621 | $ 896,754 | 2,441,427 | 2,024,165 | ||||||
Warrants [Member] | ||||||||||
Deferred Offering Costs and Prepaid Expenses (Textual) | ||||||||||
General and administrative | 25,611 | 0 | ||||||||
Advisor [Member] | ||||||||||
Deferred Offering Costs and Prepaid Expenses (Textual) | ||||||||||
Warrants to purchase of common stock | shares | 200,000 | |||||||||
Warrants to purchase, per share | $ / shares | $ 0.25 | |||||||||
Advisor One [Member] | ||||||||||
Deferred Offering Costs and Prepaid Expenses (Textual) | ||||||||||
Warrants to purchase of common stock | shares | 100,000 | |||||||||
Warrants to purchase, per share | $ / shares | $ 0.50 | |||||||||
Advisor Two [Member] | ||||||||||
Deferred Offering Costs and Prepaid Expenses (Textual) | ||||||||||
Warrants to purchase of common stock | shares | 50,000 | |||||||||
Warrants to purchase, per share | $ / shares | $ 1 | |||||||||
Two Advisor [Member] | ||||||||||
Deferred Offering Costs and Prepaid Expenses (Textual) | ||||||||||
Fair of warrants issued for professional service | $ 35,462 | |||||||||
Risk-free interest rate | 2.76% | |||||||||
Expected life (in years) | 3 years | |||||||||
Expected volatility rate | 285.22% | |||||||||
Expected dividend yield | 0.00% | |||||||||
Warrants to purchase of common stock | shares | 240,000 | |||||||||
Warrants to purchase, per share | $ / shares | $ 0.20 | |||||||||
Investment Agreement [Member] | ||||||||||
Deferred Offering Costs and Prepaid Expenses (Textual) | ||||||||||
General and administrative | $ 12,802 | $ 12,802 | $ 38,406 | $ 38,406 | ||||||
Investment Agreement [Member] | Accredited Investor [Member] | ||||||||||
Deferred Offering Costs and Prepaid Expenses (Textual) | ||||||||||
Amount invested to purchase of common stock | $ 3,000,000 | |||||||||
Common stock par value, per share | $ / shares | $ 0.0001 | |||||||||
Purchase price of shares, percentage | 80.00% | |||||||||
Common stock, trading days | Segments | 5 | |||||||||
Payments to purchase of common stock | $ 50,000 | |||||||||
Weighted average purchase price | $ 50,000 | |||||||||
Warrants expiration, term | 5 years | |||||||||
Warrants exercise price, percentage | 130.00% | |||||||||
Amended Investment Agreement [Member] | Investor [Member] | ||||||||||
Deferred Offering Costs and Prepaid Expenses (Textual) | ||||||||||
Warrants exercise prices, description | (i) 4,000,000 shares at $0.25 per share; (ii) 2,000,000 shares at $0.50 per share; and (iii) 1,000,000 shares at $1.00 per share. | |||||||||
Fair of warrants issued for professional service | $ 96,990 | $ 56,635 | ||||||||
Risk-free interest rate | 1.74% | 1.95% | ||||||||
Expected life (in years) | 5 years | 5 years | ||||||||
Expected volatility rate | 40.00% | 40.00% | ||||||||
Expected dividend yield | 0.00% | 0.00% | ||||||||
Granting the investor warrants to tender | $ 50,000 | |||||||||
Warrants to purchase of common stock | shares | 7,000,000 |
Property, Plant, and Equipmen_2
Property, Plant, and Equipment (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | $ 1,263,104 | $ 794,770 |
Less: accumulated depreciation | (726,342) | (752,173) |
Property, plant and equipment, net | 536,762 | 42,597 |
Medical equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 482,229 | |
Telephone equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 12,308 | 12,308 |
Furniture, transport and office equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 516,815 | 438,970 |
Capital lease equipmentt [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | $ 251,752 | $ 343,492 |
Property, Plant, and Equipmen_3
Property, Plant, and Equipment (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Property, Plant, and Equipment (Textual) | ||||
Depreciation expense | $ 24,980 | $ 5,744 | $ 48,345 | $ 17,802 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets (Details) - USD ($) | Sep. 30, 2019 | Apr. 12, 2019 | Dec. 31, 2018 |
Total intangible assets | $ 1,271,000 | ||
Less: accumulated amortization | (3,842) | 0 | |
Intangible assets, net | 1,267,158 | ||
Plus: goodwill | 71,866 | $ 71,866 | |
Goodwill and intangible assets, net | 1,339,024 | ||
Medical database [Member] | |||
Total intangible assets | 1,230,000 | ||
Website [Member] | |||
Total intangible assets | $ 41,000 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2019 | Sep. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 2,067 | $ 3,842 |
Estimated useful life | 5 years |
Notes Payable and Other Amoun_3
Notes Payable and Other Amounts Due to Related Party (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Due to related party: | ||
Total due to related party | $ 478,939 | $ 429,717 |
Notes payable to related party: | ||
Notes payable to Dr. Michael Dent, current portion | 690,572 | 672,471 |
Deferred compensation, Dr. Michael Dent [Member] | ||
Due to related party: | ||
Total due to related party | 300,600 | 300,600 |
Accrued interest payable to Dr. Michael Dent [Member] | ||
Due to related party: | ||
Total due to related party | 178,339 | 129,117 |
Notes Payable To Dr Michael Dent Current Portion [Member] | ||
Notes payable to related party: | ||
Notes payable to Dr. Michael Dent, current portion | $ 690,572 | $ 672,471 |
Notes Payable and Other Amoun_4
Notes Payable and Other Amounts Due to Related Party (Details 1) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2019 | Dec. 31, 2018 | ||
Related Party Transaction [Line Items] | |||
Issuance of unsecured promissory notes, Amount | $ 690,572 | $ 672,471 | |
Michael Dent [Member] | Notes payable to related party [Member] | |||
Related Party Transaction [Line Items] | |||
Inception Date | Jan. 12, 2017 | ||
Maturity Date | Dec. 31, 2019 | ||
Interest Rate | 10.00% | ||
Issuance of unsecured promissory notes, Amount | [1] | $ 44,186 | 40,560 |
Michael Dent [Member] | Notes Payable Other Payables One [Member] | |||
Related Party Transaction [Line Items] | |||
Inception Date | Jan. 18, 2017 | ||
Maturity Date | Dec. 31, 2019 | ||
Interest Rate | 10.00% | ||
Issuance of unsecured promissory notes, Amount | [1] | $ 25,217 | 23,165 |
Michael Dent [Member] | Notes Payable Other Payables Two [Member] | |||
Related Party Transaction [Line Items] | |||
Inception Date | Jan. 24, 2017 | ||
Maturity Date | Dec. 31, 2019 | ||
Interest Rate | 10.00% | ||
Issuance of unsecured promissory notes, Amount | [1] | $ 62,962 | 57,839 |
Michael Dent [Member] | Notes Payable Other Payables Three [Member] | |||
Related Party Transaction [Line Items] | |||
Inception Date | Feb. 9, 2017 | ||
Maturity Date | Dec. 31, 2019 | ||
Interest Rate | 10.00% | ||
Issuance of unsecured promissory notes, Amount | [1] | $ 37,650 | 34,586 |
Michael Dent [Member] | Notes Payable Other Payables Four [Member] | |||
Related Party Transaction [Line Items] | |||
Inception Date | Apr. 20, 2017 | ||
Maturity Date | Dec. 31, 2019 | ||
Interest Rate | 10.00% | ||
Issuance of unsecured promissory notes, Amount | [1] | $ 12,363 | 11,357 |
Michael Dent [Member] | Notes Payable Other Payables Five [Member] | |||
Related Party Transaction [Line Items] | |||
Inception Date | Jun. 15, 2017 | ||
Maturity Date | Dec. 31, 2019 | ||
Interest Rate | 10.00% | ||
Issuance of unsecured promissory notes, Amount | [1] | $ 39,694 | 36,464 |
Michael Dent [Member] | Notes Payable Other Payables Six [Member] | |||
Related Party Transaction [Line Items] | |||
Inception Date | Aug. 17, 2017 | ||
Maturity Date | Dec. 31, 2019 | ||
Interest Rate | 10.00% | ||
Issuance of unsecured promissory notes, Amount | $ 20,000 | 20,000 | |
Michael Dent [Member] | Notes Payable Other Payables Seven [Member] | |||
Related Party Transaction [Line Items] | |||
Inception Date | Aug. 24, 2017 | ||
Maturity Date | Dec. 31, 2019 | ||
Interest Rate | 10.00% | ||
Issuance of unsecured promissory notes, Amount | $ 37,500 | 37,500 | |
Michael Dent [Member] | Notes Payable Other Payables Eight [Member] | |||
Related Party Transaction [Line Items] | |||
Inception Date | Sep. 7, 2017 | ||
Maturity Date | Dec. 31, 2019 | ||
Interest Rate | 10.00% | ||
Issuance of unsecured promissory notes, Amount | $ 35,000 | 35,000 | |
Michael Dent [Member] | Notes Payable Other Payables Nine [Member] | |||
Related Party Transaction [Line Items] | |||
Inception Date | Sep. 21, 2017 | ||
Maturity Date | Dec. 31, 2019 | ||
Interest Rate | 10.00% | ||
Issuance of unsecured promissory notes, Amount | $ 26,500 | 26,500 | |
Michael Dent [Member] | Notes Payable Other Payables Ten [Member] | |||
Related Party Transaction [Line Items] | |||
Inception Date | Sep. 29, 2017 | ||
Maturity Date | Dec. 31, 2019 | ||
Interest Rate | 10.00% | ||
Issuance of unsecured promissory notes, Amount | $ 12,000 | 12,000 | |
Michael Dent [Member] | Notes Payable Other Payables Eleven [Member] | |||
Related Party Transaction [Line Items] | |||
Inception Date | Dec. 21, 2017 | ||
Maturity Date | Dec. 31, 2019 | ||
Interest Rate | 10.00% | ||
Issuance of unsecured promissory notes, Amount | $ 14,000 | 14,000 | |
Michael Dent [Member] | Notes Payable Other Payables Twelve [Member] | |||
Related Party Transaction [Line Items] | |||
Inception Date | Jan. 8, 2018 | ||
Maturity Date | Dec. 31, 2019 | ||
Interest Rate | 10.00% | ||
Issuance of unsecured promissory notes, Amount | $ 75,000 | 75,000 | |
Michael Dent [Member] | Notes Payable Other Payables Thirteen [Member] | |||
Related Party Transaction [Line Items] | |||
Inception Date | Jan. 11, 2018 | ||
Maturity Date | Dec. 31, 2019 | ||
Interest Rate | 10.00% | ||
Issuance of unsecured promissory notes, Amount | $ 9,000 | 9,000 | |
Michael Dent [Member] | Notes Payable Other Payables Fourteen [Member] | |||
Related Party Transaction [Line Items] | |||
Inception Date | Jan. 26, 2018 | ||
Maturity Date | Dec. 31, 2019 | ||
Interest Rate | 10.00% | ||
Issuance of unsecured promissory notes, Amount | $ 17,450 | 17,450 | |
Michael Dent [Member] | Notes Payable Other Payables Fifteen [Member] | |||
Related Party Transaction [Line Items] | |||
Inception Date | Jan. 3, 2014 | ||
Maturity Date | Dec. 31, 2019 | ||
Interest Rate | 10.00% | ||
Issuance of unsecured promissory notes, Amount | $ 222,050 | $ 222,050 | |
[1] | Denotes that note payable is carried at fair value |
Notes Payable and Other Amoun_5
Notes Payable and Other Amounts Due to Related Party (Details Textual) - USD ($) | Jul. 18, 2018 | Jul. 03, 2018 | Sep. 21, 2018 | Mar. 28, 2018 | Feb. 12, 2018 | Dec. 31, 2014 | Aug. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Notes Payable and Other Amounts Due to Related Party (Textual) | ||||||||||||||
Issuance of unsecured promissory notes | $ 690,572 | $ 672,471 | ||||||||||||
Interest accrued | $ 8,768 | 8,768 | ||||||||||||
Amount payable | 478,939 | 478,939 | 429,717 | |||||||||||
Maturity date, description | until December 31, 2019. | |||||||||||||
General and administrative expense | 888,621 | $ 896,754 | 2,441,427 | $ 2,024,165 | ||||||||||
Fair value of warrants | 54,257 | 94,844 | ||||||||||||
Risk-free interest rate | 2.95% | |||||||||||||
Expected life (in years) | 4 years 9 months 25 days | |||||||||||||
Expected volatility rate | 298.82% | |||||||||||||
Reissued debt amount | (28,885) | (22,101) | (88,991) | (105,499) | ||||||||||
Loss on extinguishment of debt | 4,904 | (66,469) | (62,459) | (374,828) | ||||||||||
Change in fair value of debt | $ 5,986 | $ 821 | 18,070 | 8,802 | ||||||||||
Dr Dent [Member] | ||||||||||||||
Notes Payable and Other Amounts Due to Related Party (Textual) | ||||||||||||||
Interest accrued | 94,902 | 62,258 | ||||||||||||
Michael Dent [Member] | ||||||||||||||
Notes Payable and Other Amounts Due to Related Party (Textual) | ||||||||||||||
Maturity date, description | In connection with a $2,000,000 private placement by a third-party investor, Dr. Dent agreed to extend the maturity date on all of the above notes until December 31, 2019. | The maturity dates of promissory notes with an aggregate face value of $177,500, which were originally scheduled to mature before September 30, 2018, by one year from the original maturity date. | ||||||||||||
Warrant to purchase of common stock, shares | 6,678,462 | |||||||||||||
Description of warrants | (i) extend the maturity dates of up to $439,450 loaned by Dr. Dent to the Company in 2017 and 2018 in the form of unsecured promissory notes, including $75,000 loaned from Dr. Dent to the Company in January 2018 to allow the Company to retire an existing convertible promissory note payable to Power-up Lending Group Ltd. before such convertible promissory note became eligible for conversion, and (ii) provide continued loans to the Company. The warrant is immediately exercisable at an exercise price of $0.065 per share, subject to adjustment, and expires five years after the date of issuance. | |||||||||||||
Fair value of warrants | $ 337,466 | |||||||||||||
Risk-free interest rate | 2.56% | |||||||||||||
Expected life (in years) | 5 years | |||||||||||||
Expected volatility rate | 268.90% | |||||||||||||
Expected dividend yield | 10.00% | |||||||||||||
Reissued debt amount | $ 11,472 | |||||||||||||
Michael Dent [Member] | Nwc [Member] | ||||||||||||||
Notes Payable and Other Amounts Due to Related Party (Textual) | ||||||||||||||
Issuance of unsecured promissory notes | $ 175,000 | |||||||||||||
Interest rate | 0.00% | |||||||||||||
Notes payable, maturity date | Dec. 31, 2017 | |||||||||||||
Increased on unsecured note payable | $ 750,000 | $ 500,000 | ||||||||||||
Michael Dent [Member] | Pursuant agreement [Member] | ||||||||||||||
Notes Payable and Other Amounts Due to Related Party (Textual) | ||||||||||||||
Rent expense related to the marketing agreement | 0 | 18,360 | ||||||||||||
Med Office Direct [Member] | ||||||||||||||
Notes Payable and Other Amounts Due to Related Party (Textual) | ||||||||||||||
Interest rate | 8.00% | |||||||||||||
Rent expense related to the marketing agreement | 0 | 6,120 | ||||||||||||
Maturity date, description | The Company and its employees for the period from January 1, 2017 through July 31, 2018. | |||||||||||||
Semi annual fees | $ 25,000 | |||||||||||||
General and administrative expense | 0 | $ 12,500 | ||||||||||||
Seven Hundered Fifity K Dr Michael Dent [Member] | ||||||||||||||
Notes Payable and Other Amounts Due to Related Party (Textual) | ||||||||||||||
Interest accrued | $ 83,467 | $ 66,859 |
Leases (Details)
Leases (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Lease assets | $ 353,565 | |
Lease liabilities | ||
Lease liabilities (short term) | 266,510 | |
Lease liabilities (long term) | 91,996 | |
Total lease liabilities | 358,506 | |
Operating Leases [Member] | ||
Lease assets | 344,704 | |
Lease liabilities | ||
Lease liabilities (short term) | 257,649 | |
Lease liabilities (long term) | 91,996 | |
Total lease liabilities | 349,645 | |
Financing Leases [Member] | ||
Lease assets | 8,861 | |
Lease liabilities | ||
Lease liabilities (short term) | 8,861 | |
Lease liabilities (long term) | 0 | |
Total lease liabilities | $ 8,861 |
Leases (Details 1)
Leases (Details 1) | Sep. 30, 2019USD ($) |
2019 (October through December) | $ 91,915 |
2020 | 239,479 |
2021 | 75,019 |
2022 | 28,443 |
2023 | |
Total lease payments | 434,856 |
Less interest | (76,350) |
Present value of lease liabilities | 358,506 |
Operating Leases [Member] | |
2019 (October through December) | 87,328 |
2020 | 234,892 |
2021 | 75,019 |
2022 | 28,443 |
2023 | |
Total lease payments | 425,682 |
Less interest | (76,037) |
Present value of lease liabilities | 349,645 |
Capital Lease Obligations [Member] | |
2019 (October through December) | 4,587 |
2020 | 4,587 |
2021 | |
2022 | |
2023 | |
Total lease payments | 9,174 |
Less interest | (313) |
Present value of lease liabilities | $ 8,861 |
Leases (Details Textual)
Leases (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2019 | Sep. 30, 2019 | |
Leases (Textual) | ||
Operating leases, description | The Company has two operating leases for office space and equipment that expire in July 2020 and a separate operating lease for office space that expires in May 2022. The Company's weighted-average remaining lease term relating to its operating leases is 1.5 years, with a weighted-average discount rate of 17.96%. | |
Finance leases, description | The Company is also lessee in a capital equipment finance lease for medical equipment entered into in March 2015 and expiring in March 2020. The Company's weighted-average remaining lease term relating to its financing lease is 0.5 years, with a weighted-average discount rate of 9.38%. | |
Incurred lease expense | $ 90,160 | $ 253,735 |
Related to operating leases | 85,573 | 239,974 |
Related to financing leases | $ 4,587 | $ 13,761 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Jun. 30, 2018 | Jun. 01, 2018 | Dec. 20, 2017 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Short-term Debt [Line Items] | ||||||||
Discount against the note payable | $ 803,316 | $ 803,316 | $ 386,473 | |||||
Recognized to amortize the remaining discount | $ 14,820 | $ 19,380 | ||||||
Power Up Lending Group, Ltd. [Member] | Merchant Cash Advance Factoring Agreement [Member] | ||||||||
Short-term Debt [Line Items] | ||||||||
Advance received for factoring agreement | $ 75,000 | $ 75,000 | ||||||
Description of payables in factoring agreement | The Company was required to repay the advance at the rate of $4,048 per week until the balance of $102,000 was repaid, which was scheduled for November 2018. | The Company was required to repay the advance, which acts like an ordinary note payable, at the rate of $4,048 per week until the balance of $102,000, which was scheduled for June 2018. | ||||||
Discount against the note payable | $ 28,500 | $ 28,500 | ||||||
Recognized to amortize the remaining discount | 0 | 0 | 0 | 26,881 | ||||
Note payable | $ 102,000 | $ 102,000 | ||||||
Installment payments | $ 2,267 | $ 0 | $ 0 | $ 0 | $ 89,048 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 | |
Debt Instrument [Line Items] | |||
Total | $ 2,328,752 | ||
Less: unamortized discount | (803,316) | $ (386,473) | |
Convertible notes payable, net of original issue discount and debt discount | 1,525,436 | 1,042,314 | |
$550k Note - July 2016 [Member] | |||
Debt Instrument [Line Items] | |||
Total | 647,520 | [1] | 594,813 |
$50k Note - July 2016 [Member] | |||
Debt Instrument [Line Items] | |||
Total | 65,655 | [1] | 60,312 |
$111k Note - May 2017 [Member] | |||
Debt Instrument [Line Items] | |||
Total | 136,280 | [1] | 125,190 |
$171.5k Note - October 2017 [Member] | |||
Debt Instrument [Line Items] | |||
Total | 186,472 | ||
$103k Note I - October 2018 [Member] | |||
Debt Instrument [Line Items] | |||
Total | 103,000 | ||
$103k Note II - November 2018 [Member] | |||
Debt Instrument [Line Items] | |||
Total | 103,000 | ||
$153k Note - November 2018 [Member] | |||
Debt Instrument [Line Items] | |||
Total | 153,000 | ||
$103k Note III - December 2018 [Member] | |||
Debt Instrument [Line Items] | |||
Total | 103,000 | ||
$103k Note III - April 2019 [Member] | |||
Debt Instrument [Line Items] | |||
Total | 103,000 | ||
$209k Notes - April 2019 [Member] | |||
Debt Instrument [Line Items] | |||
Total | 209,000 | ||
$357.5k Note - April 2019 [Member] | |||
Debt Instrument [Line Items] | |||
Total | 357,500 | ||
$103k Note IV - May 2019 [Member] | |||
Debt Instrument [Line Items] | |||
Total | 103,000 | ||
$154k Note - June 2019 [Member] | |||
Debt Instrument [Line Items] | |||
Total | 154,000 | ||
$136k Notes - July 2019 [Member] | |||
Debt Instrument [Line Items] | |||
Total | 135,850 | ||
$78k Note III - July 2019 [Member] | |||
Debt Instrument [Line Items] | |||
Total | 78,000 | ||
$230k Note - July 2019 [Member] | |||
Debt Instrument [Line Items] | |||
Total | 230,000 | ||
$108.9k Note - August 2019 [Member] | |||
Debt Instrument [Line Items] | |||
Total | $ 108,947 | ||
[1] | Denotes that convertible note payable is carried at fair value |
Convertible Notes Payable (De_2
Convertible Notes Payable (Details 1) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Amortization of Debt Discount | $ 362,727 | $ 219,764 | $ 841,725 | $ 587,721 |
$111k Note - May 2017 [Member] | ||||
Amortization of Debt Discount | 6,931 | |||
$53k Note - July 2017 [Member] | ||||
Amortization of Debt Discount | 1,520 | |||
$35k Note - September 2017 [Member] | ||||
Amortization of Debt Discount | 7,972 | |||
$55k Note - September 2017 [Member] | ||||
Amortization of Debt Discount | 10,849 | |||
$53k Note II - October 2017 [Member] | ||||
Amortization of Debt Discount | 20,443 | |||
$171.5k Note - October 2017 [Member] | ||||
Amortization of Debt Discount | 43,345 | 128,625 | ||
$57.8k Note - January 2018 [Member] | ||||
Amortization of Debt Discount | 8,914 | 37,235 | ||
$112.8k Note - February 2018 [Member] | ||||
Amortization of Debt Discount | 11,738 | 57,456 | ||
$83k Note - February 2018 [Member] | ||||
Amortization of Debt Discount | 10,688 | 41,841 | ||
$105k Note - March 2018 [Member] | ||||
Amortization of Debt Discount | 17,548 | 51,205 | ||
$63k Note I - April 2018 [Member] | ||||
Amortization of Debt Discount | 20,125 | 39,594 | ||
$57.8k Note II - April 2018 [Member] | ||||
Amortization of Debt Discount | 14,556 | 26,423 | ||
$90k Note - April 2018 [Member] | ||||
Amortization of Debt Discount | 13,562 | 31,562 | ||
$53k Note III - April 2018 [Member] | ||||
Amortization of Debt Discount | 16,990 | 30,470 | ||
$68.3k Note - May 2018 [Member] | ||||
Amortization of Debt Discount | 17,156 | 27,971 | ||
$37k Note - May 2018 [Member] | ||||
Amortization of Debt Discount | 9,326 | 14,800 | ||
$63k Note II - May 2018 [Member] | ||||
Amortization of Debt Discount | 15,967 | 24,992 | ||
$78.8k Note - May 2018 [Member] | ||||
Amortization of Debt Discount | 19,849 | 27,832 | ||
$103k Note I - October 2018 [Member] | ||||
Amortization of Debt Discount | 33,972 | |||
$103k Note II - November 2018 [Member] | ||||
Amortization of Debt Discount | 44,952 | |||
$153k Note - November 2018 [Member] | ||||
Amortization of Debt Discount | 1,733 | 91,451 | ||
$103k Note III - December 2018 [Member] | ||||
Amortization of Debt Discount | 42,611 | |||
$78k Note I - January 2019 [Member] | ||||
Amortization of Debt Discount | 4,286 | 52,000 | ||
$78k Note II - January 2019 [Member] | ||||
Amortization of Debt Discount | 6,346 | 47,858 | ||
$103k Note III - April 2019 [Member] | ||||
Amortization of Debt Discount | 28,628 | 56,012 | ||
$104.5k Note - April 2019 [Member] | ||||
Amortization of Debt Discount | 52,536 | 98,219 | ||
$357.5k Note - April 2019 [Member] | ||||
Amortization of Debt Discount | 91,230 | 166,593 | ||
$103k Note IV - May 2019 [Member] | ||||
Amortization of Debt Discount | 31,906 | 50,633 | ||
$154k Note - June 2019 [Member] | ||||
Amortization of Debt Discount | 38,710 | 50,071 | ||
$67.9k Note - July 2019 [Member] | ||||
Amortization of Debt Discount | 32,554 | 32,554 | ||
$78k Note III - July 2019 [Member] | ||||
Amortization of Debt Discount | 20,512 | 20,512 | ||
$230k Note - July 2019 [Member] | ||||
Amortization of Debt Discount | 46,502 | 46,503 | ||
$108.9k Note - August 2019 [Member] | ||||
Amortization of Debt Discount | $ 7,784 | $ 7,784 |
Convertible Notes Payable (De_3
Convertible Notes Payable (Details 2) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Unamortized Discount | $ 803,316 | $ 386,473 |
$103k Note I - October 2018 [Member] | ||
Unamortized Discount | 76,256 | |
$103k Note II - November 2018 [Member] | ||
Unamortized Discount | 85,656 | |
$153k Note - November 2018 [Member] | ||
Unamortized Discount | 129,462 | |
$103k Note III - December 2018 [Member] | ||
Unamortized Discount | 95,099 | |
$103k Note III - April 2019 [Member] | ||
Unamortized Discount | 46,988 | |
$104.5k Note - April 2019 [Member] | ||
Unamortized Discount | 110,781 | |
$357.5k Note - April 2019 [Member] | ||
Unamortized Discount | 91,230 | |
$103k Note IV - May 2019 [Member] | ||
Unamortized Discount | 52,367 | |
$154k Note - June 2019 [Member] | ||
Unamortized Discount | 103,929 | |
$67.9k Note - July 2019 [Member] | ||
Unamortized Discount | 77,970 | |
$78k Note III - July 2019 [Member] | ||
Unamortized Discount | 57,488 | |
$230k Note - July 2019 [Member] | ||
Unamortized Discount | 183,497 | |
$108.9k Note - August 2019 [Member] | ||
Unamortized Discount | $ 79,066 |
Convertible Notes Payable (De_4
Convertible Notes Payable (Details 3) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Interest Expense | $ 51,865 | $ 34,924 | $ 125,002 | $ 96,752 |
$550k Note - July 2016 [Member] | ||||
Interest Expense | 8,318 | 8,318 | 24,682 | 24,773 |
$50k Note - July 2016 [Member] | ||||
Interest Expense | 1,260 | 1,260 | 3,740 | 3,753 |
$111k Note - May 2017 [Member] | ||||
Interest Expense | 4,168 | 4,168 | 12,369 | 12,367 |
$53k Note - July 2017 [Member] | ||||
Interest Expense | 116 | |||
$35k Note - September 2017 [Member] | ||||
Interest Expense | 614 | |||
$55k Note - September 2017 [Member] | ||||
Interest Expense | 1,085 | |||
$53k Note II - October 2017 [Member] | ||||
Interest Expense | 1,568 | |||
$171.5k Note - October 2017 [Member] | ||||
Interest Expense | 4,323 | 1,785 | 12,827 | |
$57.8k Note - January 2018 [Member] | ||||
Interest Expense | 895 | 3,727 | ||
$112.8k Note - February 2018 [Member] | ||||
Interest Expense | 1,174 | 5,746 | ||
$83k Note - February 2018 [Member] | ||||
Interest Expense | 1,069 | 4,184 | ||
$105k Note - March 2018 [Member] | ||||
Interest Expense | 1,755 | 5,121 | ||
$63k Note I - April 2018 [Member] | ||||
Interest Expense | 1,588 | 3,124 | ||
$57.8k Note II - April 2018 [Member] | ||||
Interest Expense | 1,456 | 2,642 | ||
$90k Note - April 2018 [Member] | ||||
Interest Expense | 1,356 | 3,156 | ||
$53k Note III - April 2018 [Member] | ||||
Interest Expense | 1,336 | 2,396 | ||
$68.3k Note - May 2018 [Member] | ||||
Interest Expense | 1,720 | 2,805 | ||
$37k Note - May 2018 [Member] | ||||
Interest Expense | 933 | 1,480 | ||
$63k Note II - May 2018 [Member] | ||||
Interest Expense | 1,588 | 2,485 | ||
$78.8k Note - May 2018 [Member] | ||||
Interest Expense | 1,985 | 2,783 | ||
$103k Note I - October 2018 [Member] | ||||
Interest Expense | 2,653 | |||
$103k Note II - November 2018 [Member] | ||||
Interest Expense | 3,584 | |||
$153k Note - November 2018 [Member] | ||||
Interest Expense | 6,710 | |||
$103k Note III - December 2018 [Member] | ||||
Interest Expense | 4,261 | |||
$78k Note I - January 2019 [Member] | ||||
Interest Expense | 321 | 3,889 | ||
$78k Note II - January 2019 [Member] | ||||
Interest Expense | 513 | 3,868 | ||
$103k Note III - April 2019 [Member] | ||||
Interest Expense | 2,596 | 5,079 | ||
$104.5k Note - April 2019 [Member] | ||||
Interest Expense | 5,268 | 9,848 | ||
$357.5k Note - April 2019 [Member] | ||||
Interest Expense | 12,650 | 23,100 | ||
$103k Note IV - May 2019 [Member] | ||||
Interest Expense | 2,596 | 4,120 | ||
$154k Note - June 2019 [Member] | ||||
Interest Expense | 3,882 | 5,021 | ||
$67.9k Note - July 2019 [Member] | ||||
Interest Expense | 3,014 | 3,014 | ||
$230k Note - July 2019 [Member] | ||||
Interest Expense | 1,624 | 4,663 | ||
$78k Note III - July 2019 [Member] | ||||
Interest Expense | 4,663 | 1,624 | ||
$108.9k Note - August 2019 [Member] | ||||
Interest Expense | $ 992 | $ 992 |
Convertible Notes Payable (De_5
Convertible Notes Payable (Details 4) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Change in Fair Value of Debt | $ 22,899 | $ (38,739) | $ 70,921 | $ 45,493 | |
Fair Value of Debt | 849,455 | 849,455 | $ 966,787 | ||
$550k Note - July 2016 [Member] | |||||
Change in Fair Value of Debt | 17,455 | (35,754) | 52,708 | 26,654 | |
Fair Value of Debt | 647,520 | 647,520 | 594,813 | ||
$50k Note - July 2016 [Member] | |||||
Change in Fair Value of Debt | 1,770 | (1,300) | 5,343 | 8,471 | |
Fair Value of Debt | 65,655 | 65,655 | 60,312 | ||
$111k Note - May 2017 [Member] | |||||
Change in Fair Value of Debt | 3,674 | (1,685) | 11,089 | 10,368 | |
Fair Value of Debt | 136,280 | 136,280 | 125,190 | ||
$171.5k Note - October 2017 [Member] | |||||
Change in Fair Value of Debt | 1,781 | ||||
Fair Value of Debt | $ 186,472 |
Convertible Notes Payable (De_6
Convertible Notes Payable (Details 5) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Short-term Debt [Line Items] | ||||
Accrued interest | $ 8,768 | $ 8,768 | ||
Less cash repayment | (608,992) | $ (649,750) | ||
Gain on extinguishment of debt | $ 4,904 | $ (66,469) | (62,459) | $ (374,828) |
Convertible Notes Payable ($53,000) - July 2017 [Member] | ||||
Short-term Debt [Line Items] | ||||
Face value of convertible note payable retired | 53,000 | |||
Carrying value of derivative financial instruments arising from ECF | 53,893 | |||
Accrued interest | 2,644 | |||
Less cash repayment | (74,922) | |||
Less carrying value of debt discount at extinguishment | (18,427) | |||
Gain on extinguishment of debt | 16,188 | |||
Convertible Notes Payable ($35,000) - September 2017 [Member] | ||||
Short-term Debt [Line Items] | ||||
Face value of convertible note payable retired | (35,000) | |||
Carrying value of derivative financial instruments arising from ECF | 37,269 | |||
Accrued interest | 1,716 | |||
Less cash repayment | (49,502) | |||
Less carrying value of debt discount at extinguishment | (12,705) | |||
Gain on extinguishment of debt | 11,778 | |||
Convertible Notes Payable ($55,000) - September 2017 [Member] | ||||
Short-term Debt [Line Items] | ||||
Face value of convertible note payable retired | 55,000 | |||
Carrying value of derivative financial instruments arising from ECF | 69,687 | |||
Accrued interest | 2,759 | |||
Less cash repayment | (85,258) | |||
Less carrying value of debt discount at extinguishment | (27,425) | |||
Gain on extinguishment of debt | 14,763 | |||
Convertible Notes Payable ($53,000) - October 2017 [Member] | ||||
Short-term Debt [Line Items] | ||||
Face value of convertible note payable retired | 53,000 | |||
Carrying value of derivative financial instruments arising from ECF | 55,790 | |||
Accrued interest | 2,571 | |||
Less cash repayment | (75,000) | |||
Less carrying value of debt discount at extinguishment | (19,496) | |||
Gain on extinguishment of debt | 16,865 | |||
Convertible Notes Payable ($112,750) - February 2018 [Member] | ||||
Short-term Debt [Line Items] | ||||
Face value of convertible note payable retired | 112,750 | |||
Carrying value of derivative financial instruments arising from ECF | 140,962 | |||
Accrued interest | 5,746 | |||
Less cash repayment | (151,536) | |||
Less fair value of warrant issued in connection with extinguishment | (50,614) | |||
Less carrying value of debt discount at extinguishment | (55,294) | |||
Gain on extinguishment of debt | 2,014 | |||
Convertible Notes Payable ($83,000) - February 2018 [Member] | ||||
Short-term Debt [Line Items] | ||||
Face value of convertible note payable retired | 83,000 | |||
Carrying value of derivative financial instruments arising from ECF | 106,720 | |||
Accrued interest | 4,184 | |||
Less cash repayment | (111,596) | |||
Less fair value of warrant issued in connection with extinguishment | (92,400) | |||
Less carrying value of debt discount at extinguishment | (41,159) | |||
Gain on extinguishment of debt | (51,251) | |||
Convertible Notes Payable ($105,000) - March 2018 [Member] | ||||
Short-term Debt [Line Items] | ||||
Face value of convertible note payable retired | 105,000 | |||
Carrying value of derivative financial instruments arising from ECF | 136,175 | |||
Accrued interest | 51,121 | |||
Less cash repayment | (140,697) | |||
Less carrying value of debt discount at extinguishment | (53,795) | |||
Gain on extinguishment of debt | 51,804 | |||
Convertible Notes Payable ($63,000) - April 2018 [Member] | ||||
Short-term Debt [Line Items] | ||||
Face value of convertible note payable retired | 63,000 | |||
Carrying value of derivative financial instruments arising from ECF | 72,336 | |||
Accrued interest | 3,124 | |||
Less cash repayment | (89,198) | |||
Less carrying value of debt discount at extinguishment | (23,406) | |||
Gain on extinguishment of debt | 25,856 | |||
Convertible Notes Payable ($57,750) - April 2018 [Member] | ||||
Short-term Debt [Line Items] | ||||
Face value of convertible note payable retired | 57,750 | |||
Carrying value of derivative financial instruments arising from ECF | 74,428 | |||
Accrued interest | 2,895 | |||
Less cash repayment | (81,850) | |||
Less carrying value of debt discount at extinguishment | (28,796) | |||
Gain on extinguishment of debt | 24,427 | |||
Convertible Notes Payable ($90,000) - April 2018 [Member] | ||||
Short-term Debt [Line Items] | ||||
Face value of convertible note payable retired | 90,000 | |||
Carrying value of derivative financial instruments arising from ECF | 123,030 | |||
Accrued interest | 3,156 | |||
Less cash repayment | (119,240) | |||
Less carrying value of debt discount at extinguishment | (58,438) | |||
Gain on extinguishment of debt | 38,508 | |||
Convertible Notes Payable ($53,000) - April 2018 [Member] | ||||
Short-term Debt [Line Items] | ||||
Face value of convertible note payable retired | 53,000 | |||
Carrying value of derivative financial instruments arising from ECF | 59,533 | |||
Accrued interest | 2,657 | |||
Less cash repayment | (75,039) | |||
Less carrying value of debt discount at extinguishment | (19,206) | |||
Gain on extinguishment of debt | 20,945 | |||
Convertible Notes Payable ($68,250) - May 2018 [Member] | ||||
Short-term Debt [Line Items] | ||||
Face value of convertible note payable retired | 68,250 | |||
Carrying value of derivative financial instruments arising from ECF | 91,132 | |||
Accrued interest | 3,366 | |||
Less cash repayment | (91,644) | |||
Less carrying value of debt discount at extinguishment | (34,684) | |||
Gain on extinguishment of debt | 36,420 | |||
Convertible Notes Payable ($37,000) - May 2018 [Member] | ||||
Short-term Debt [Line Items] | ||||
Face value of convertible note payable retired | 37,000 | |||
Carrying value of derivative financial instruments arising from ECF | 47,763 | |||
Accrued interest | 1,815 | |||
Less cash repayment | (49,144) | |||
Less carrying value of debt discount at extinguishment | (18,855) | |||
Gain on extinguishment of debt | 18,579 | |||
Convertible Notes Payable ($63,000) - May 2018 [Member] | ||||
Short-term Debt [Line Items] | ||||
Face value of convertible note payable retired | 63,000 | |||
Carrying value of derivative financial instruments arising from ECF | 81,017 | |||
Accrued interest | 3,107 | |||
Less cash repayment | (89,198) | |||
Less carrying value of debt discount at extinguishment | (31,760) | |||
Gain on extinguishment of debt | 26,166 | |||
Convertible Notes Payable ($78,750) - May 2018 [Member] | ||||
Short-term Debt [Line Items] | ||||
Face value of convertible note payable retired | 78,750 | |||
Carrying value of derivative financial instruments arising from ECF | 100,669 | |||
Accrued interest | 3,938 | |||
Less cash repayment | (104,738) | |||
Less carrying value of debt discount at extinguishment | (39,914) | |||
Gain on extinguishment of debt | 38,705 | |||
Convertible Notes Payable ($103,000) - October 2018 [Member] | ||||
Short-term Debt [Line Items] | ||||
Face value of convertible note payable retired | 103,000 | |||
Carrying value of derivative financial instruments arising from ECF | 97,212 | |||
Accrued interest | 4,741 | |||
Less cash repayment | (134,500) | |||
Less carrying value of debt discount at extinguishment | (42,284) | |||
Gain on extinguishment of debt | 28,169 | |||
Convertible Notes Payable ($103,000) - November 2018 [Member] | ||||
Short-term Debt [Line Items] | ||||
Face value of convertible note payable retired | 103,000 | |||
Carrying value of derivative financial instruments arising from ECF | 91,446 | |||
Accrued interest | 4,967 | |||
Less cash repayment | (134,888) | |||
Less carrying value of debt discount at extinguishment | (40,704) | |||
Gain on extinguishment of debt | 23,821 | |||
Convertible Notes Payable ($103,000) - December 2018 [Member] | ||||
Short-term Debt [Line Items] | ||||
Face value of convertible note payable retired | 103,000 | |||
Carrying value of derivative financial instruments arising from ECF | 99,911 | |||
Accrued interest | 5,051 | |||
Less cash repayment | (135,029) | |||
Less carrying value of debt discount at extinguishment | (52,488) | |||
Gain on extinguishment of debt | 20,445 | |||
Convertible Notes Payable ($78,000) - January 2019 [Member] | ||||
Short-term Debt [Line Items] | ||||
Face value of convertible note payable retired | 78,000 | |||
Carrying value of derivative financial instruments arising from ECF | 40,174 | |||
Accrued interest | 3,889 | |||
Less cash repayment | (102,321) | |||
Less carrying value of debt discount at extinguishment | (26,000) | |||
Gain on extinguishment of debt | (6,258) | |||
Convertible Notes Payable ($78,000) - January 2019 One [Member] | ||||
Short-term Debt [Line Items] | ||||
Face value of convertible note payable retired | 78,000 | |||
Carrying value of derivative financial instruments arising from ECF | 61,691 | |||
Accrued interest | 3,868 | |||
Less cash repayment | (102,255) | |||
Less carrying value of debt discount at extinguishment | (30,142) | |||
Gain on extinguishment of debt | $ 11,162 |
Convertible Notes Payable (De_7
Convertible Notes Payable (Details 6) - USD ($) | Aug. 26, 2019 | Jul. 18, 2019 | Jul. 16, 2019 | Jul. 11, 2019 | Jun. 03, 2019 | May 07, 2019 | Apr. 15, 2019 | Apr. 11, 2019 | Apr. 03, 2019 |
Convertible Notes Payable ($103,000) - April 2019 [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Embedded conversion feature | $ 126,313 | ||||||||
Original issue discount and fees | 3,000 | ||||||||
Financing cost | (26,313) | ||||||||
Convertible note | |||||||||
Gross proceeds | $ 103,000 | ||||||||
Convertible Notes Payable ($209,000) - April 2019 [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Embedded conversion feature | $ 205,516 | ||||||||
Original issue discount and fees | 9,000 | ||||||||
Fair value of shares recorded to equity | 12,500 | ||||||||
Financing cost | (18,016) | ||||||||
Convertible note | |||||||||
Gross proceeds | $ 209,000 | ||||||||
Convertible Notes Payable ($357,500) - April 2019 [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Embedded conversion feature | $ 128,911 | ||||||||
Original issue discount and fees | 32,500 | ||||||||
Warrants | 96,411 | ||||||||
Convertible note | 99,678 | ||||||||
Gross proceeds | $ 357,500 | ||||||||
Convertible Notes Payable ($103,000) - April 2019 [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Embedded conversion feature | $ 115,729 | ||||||||
Original issue discount and fees | 3,000 | ||||||||
Financing cost | (15,729) | ||||||||
Convertible note | |||||||||
Gross proceeds | $ 103,000 | ||||||||
Convertible Notes Payable ($154,000) - June 2019 [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Embedded conversion feature | $ 177,273 | ||||||||
Original issue discount and fees | 4,000 | ||||||||
Financing cost | (27,273) | ||||||||
Convertible note | |||||||||
Gross proceeds | $ 154,000 | ||||||||
Convertible Notes Payable ($136,000) - July 2019 [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Embedded conversion feature | $ 97,732 | ||||||||
Original issue discount and fees | 5,850 | ||||||||
Fair value of shares recorded to equity | 6,942 | ||||||||
Convertible note | 25,326 | ||||||||
Gross proceeds | $ 135,850 | ||||||||
Convertible Notes Payable ($78,750) - May 2018 [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Embedded conversion feature | $ 76,763 | ||||||||
Original issue discount and fees | 3,000 | ||||||||
Financing cost | (1,763) | ||||||||
Convertible note | |||||||||
Gross proceeds | $ 78,000 | ||||||||
Convertible Notes Payable ($230,000) - July 2019 [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Embedded conversion feature | $ 220,246 | ||||||||
Original issue discount and fees | 20,000 | ||||||||
Financing cost | (10,246) | ||||||||
Convertible note | |||||||||
Gross proceeds | $ 230,000 | ||||||||
Convertible Notes Payable ($103,500) - August 2019 [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Embedded conversion feature | $ 82,004 | ||||||||
Original issue discount and fees | 8,947 | ||||||||
Convertible note | 17,996 | ||||||||
Gross proceeds | $ 108,947 |
Convertible Notes Payable (De_8
Convertible Notes Payable (Details Textual) | Jan. 14, 2019USD ($) | Nov. 19, 2018USD ($) | Nov. 12, 2018USD ($) | Oct. 18, 2018USD ($) | Aug. 07, 2018USD ($)$ / sharesshares | May 24, 2018USD ($) | May 09, 2018USD ($) | May 07, 2018USD ($) | May 03, 2018USD ($) | Apr. 18, 2018USD ($) | Apr. 16, 2018USD ($) | Apr. 02, 2018USD ($) | Mar. 05, 2018USD ($) | Feb. 02, 2018USD ($) | Jan. 02, 2018USD ($) | Jul. 07, 2016USD ($)$ / sharesshares | Feb. 07, 2019shares | Sep. 21, 2018 | Aug. 16, 2018USD ($)$ / shares | Aug. 16, 2018USD ($)$ / sharesshares | Mar. 28, 2018USD ($)$ / sharesshares | Feb. 13, 2018USD ($) | Oct. 27, 2017USD ($) | May 22, 2017USD ($)$ / sharesshares | Sep. 30, 2019USD ($)shares | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($)shares | Sep. 30, 2018USD ($) | Jul. 24, 2019USD ($) | Jul. 15, 2019USD ($) | May 31, 2019USD ($) | May 07, 2019USD ($) | Apr. 04, 2019USD ($) | Jan. 24, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 03, 2018USD ($) | Nov. 20, 2018USD ($) | Nov. 05, 2018USD ($) | Nov. 02, 2018USD ($) | Oct. 16, 2018USD ($) | Sep. 28, 2018USD ($) | Aug. 30, 2018USD ($) | Mar. 13, 2018USD ($) | Jan. 24, 2018USD ($) | Jan. 08, 2018USD ($) | Oct. 23, 2017USD ($) | Sep. 11, 2017USD ($) | Sep. 07, 2017USD ($) | Jul. 10, 2017USD ($) | ||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | $ 2,328,752 | $ 2,328,752 | |||||||||||||||||||||||||||||||||||||||||||||||||
Net proceeds from issuance of convertible notes | 1,540,000 | $ 805,500 | |||||||||||||||||||||||||||||||||||||||||||||||||
Amortization expense related to discounts | (362,728) | $ (234,584) | (841,725) | (633,982) | |||||||||||||||||||||||||||||||||||||||||||||||
Original issue discount | 803,316 | $ 803,316 | $ 386,473 | ||||||||||||||||||||||||||||||||||||||||||||||||
Expected dividend yield | 0 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note | 1,525,436 | $ 1,525,436 | 1,042,314 | ||||||||||||||||||||||||||||||||||||||||||||||||
Interest expense | 51,865 | 34,924 | 125,002 | 96,752 | |||||||||||||||||||||||||||||||||||||||||||||||
Unamortized discount | 803,316 | 803,316 | 386,473 | ||||||||||||||||||||||||||||||||||||||||||||||||
Change in fair value of debt | 22,899 | (38,739) | 70,921 | 45,493 | |||||||||||||||||||||||||||||||||||||||||||||||
Loss on extinguishment of debt | 4,904 | (66,469) | (62,459) | (374,828) | |||||||||||||||||||||||||||||||||||||||||||||||
Fair value of this instrument | 849,455 | 849,455 | 966,787 | ||||||||||||||||||||||||||||||||||||||||||||||||
Fair of warrants issued for professional service | 54,257 | 94,844 | |||||||||||||||||||||||||||||||||||||||||||||||||
Risk-free interest rate | 2.95% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Expected life (in years) | 4 years 9 months 25 days | ||||||||||||||||||||||||||||||||||||||||||||||||||
Expected volatility rate | 298.82% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable ($35,000) - September 2017 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Loss on extinguishment of debt | 11,778 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable ($53,000) - July 2017 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Loss on extinguishment of debt | 16,188 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable ($55,000) - September 2017 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Loss on extinguishment of debt | 14,763 | ||||||||||||||||||||||||||||||||||||||||||||||||||
$550k Note - July 2016 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | 647,520 | [1] | 647,520 | [1] | 594,813 | ||||||||||||||||||||||||||||||||||||||||||||||
Change in fair value of debt | 17,455 | (35,754) | 52,708 | 26,654 | |||||||||||||||||||||||||||||||||||||||||||||||
Fair value of this instrument | 647,520 | 647,520 | 594,813 | ||||||||||||||||||||||||||||||||||||||||||||||||
$550k Note - July 2016 [Member] | Convertible Notes Payable [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Percentage of fixed convertible secured promissory note | 6.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | $ 550,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible secured promissory note maturity date | Apr. 11, 2017 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock fixed price per share | $ / shares | $ 0.08 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Net proceeds from issuance of convertible notes | $ 500,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Original issue discount | $ 50,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Note convertible into common shares | shares | 6,875,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
$50k Note - July 2016 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | 65,655 | [1] | 65,655 | [1] | 60,312 | ||||||||||||||||||||||||||||||||||||||||||||||
Change in fair value of debt | 1,770 | (1,300) | 5,343 | 8,471 | |||||||||||||||||||||||||||||||||||||||||||||||
Fair value of this instrument | 65,655 | 65,655 | 60,312 | ||||||||||||||||||||||||||||||||||||||||||||||||
$50k Note - July 2016 [Member] | Convertible Notes Payable [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Percentage of fixed convertible secured promissory note | 10.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | $ 50,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible secured promissory note maturity date | Jul. 11, 2018 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock fixed price per share | $ / shares | $ 0.10 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Net proceeds from issuance of convertible notes | $ 500,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
$111k Note [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | 136,280 | [1] | 136,280 | [1] | 125,190 | ||||||||||||||||||||||||||||||||||||||||||||||
Change in fair value of debt | 3,674 | (1,685) | 11,089 | 10,368 | |||||||||||||||||||||||||||||||||||||||||||||||
Fair value of this instrument | 136,280 | 136,280 | 125,190 | ||||||||||||||||||||||||||||||||||||||||||||||||
$111k Note [Member] | Convertible Notes Payable [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Percentage of fixed convertible secured promissory note | 10.00% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | $ 111,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant to purchase of common stock exercise price | $ / shares | $ 0.75 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Net proceeds from issuance of convertible notes | $ 100,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Original issue discount | $ 11,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Expected life | 5 years | ||||||||||||||||||||||||||||||||||||||||||||||||||
Note convertible into common shares | shares | 317,143 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant to purchase of common stock, shares | shares | 133,333 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Note holder fixed price per share | $ / shares | $ 0.35 | ||||||||||||||||||||||||||||||||||||||||||||||||||
$53k Note II - April 2018 [Member] | Convertible Notes Payable [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | $ 53,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Net proceeds from issuance of convertible notes | $ 53,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest, for a one-time cash payment | $ 75,039 | $ 74,922 | |||||||||||||||||||||||||||||||||||||||||||||||||
Thirty Five Note [Member] | Convertible Notes Payable [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | $ 35,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest, for a one-time cash payment | $ 49,502 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Fifty Five Note [Member] | Convertible Notes Payable [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | $ 55,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest, for a one-time cash payment | $ 85,258 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Fifty Three Note Two [Member] | Convertible Notes Payable [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | $ 53,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest, for a one-time cash payment | 75,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
$171.5k Note - October 2017 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | 186,472 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Change in fair value of debt | 1,781 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of this instrument | 186,472 | ||||||||||||||||||||||||||||||||||||||||||||||||||
$171.5k Note - October 2017 [Member] | Convertible Notes Payable [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | $ 171,500 | 171,500 | 171,500 | ||||||||||||||||||||||||||||||||||||||||||||||||
Net proceeds from issuance of convertible notes | 150,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Original issue discount | $ 21,500 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Note convertible into common shares | shares | 2,512,821 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note conversion features, description | The $171.5k Note was convertible into common stock of the Company by the holder at any time following 180 days after the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 35% discount to the lowest closing bid price during the twenty (20) trading days prior to the conversion date. Upon an event of default caused by the Company's failure to deliver shares upon a conversion pursuant to the terms of the $171.5k Note, 300% of the outstanding principal and any interest due amount was immediately due. Upon an event of default caused by the Company's breach of any other events of default specified in the $171.5k Note, 150% of the outstanding principal and any interest due amount was immediately due. | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note interest rate term | The $171.5k Note had an interest rate of 10% and a default interest rate of 22% and matures on October 26, 2018. | ||||||||||||||||||||||||||||||||||||||||||||||||||
Fifty Eight Note [Member] | Convertible Notes Payable [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | $ 57,750 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Net proceeds from issuance of convertible notes | 50,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Original issue discount | $ 5,250 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note conversion features, description | The $58k Note was convertible into common stock of the Company by the holder at any time after the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to 28% discount to the lowest bid or trading price of the Company's common stock during the twenty (20) trading days prior to the conversion date. On June 26, 2018, the holder agreed, without consideration, to reduce the discount to 28% of the volume weighted average price of the Company's common stock for the 10 days prior to the conversion date. During third and fourth quarter of 2018, the holder of the $58k Note converted the entire principal balance of $57,750, as well as accrued interest in the amount of $3,786, into 384,839 shares of Company common stock. | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note interest rate term | The $58k Note had an interest rate of 10% and a default interest rate of 18% and was scheduled to mature on January 2, 2019. | ||||||||||||||||||||||||||||||||||||||||||||||||||
Net charge on embedded conversion feature | $ 32,652 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Fee for net proceeds | $ 2,500 | ||||||||||||||||||||||||||||||||||||||||||||||||||
One Thirteen Note [Member] | Convertible Notes Payable [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | $ 112,750 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant to purchase of common stock exercise price | $ / shares | $ 0.25 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note conversion features, description | The $113k Note may be converted into common stock of the Company by the holder at any time after the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to 40% discount to the lowest bid or trading price of the Company’s common stock during the twenty (20) trading days prior to the conversion date. Upon an event of default caused by the Company’s failure to deliver shares upon a conversion pursuant to the terms of the Note, 200% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company’s breach of any other events of default specified in the Note, 150% of the outstanding principal and any interest due amount shall be immediately due. | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note interest rate term | The $113k Note has an interest rate of 10% and a default interest rate of 24% and matures on February 2, 2019. | ||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant to purchase of common stock, shares | shares | 100,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of warrants calculated using Black-Scholes pricing model | $ 50,614 | $ 161,527 | |||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest, for a one-time cash payment | $ 151,536 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Loss on extinguishment of debt | 2,054 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Fee for net proceeds | $ 12,750 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant term | 3 years | ||||||||||||||||||||||||||||||||||||||||||||||||||
Eight Three Note [Member] | Convertible Notes Payable [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | $ 83,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant to purchase of common stock exercise price | $ / shares | $ 0.35 | $ 0.35 | |||||||||||||||||||||||||||||||||||||||||||||||||
Net proceeds from issuance of convertible notes | $ 75,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant to purchase of common stock, shares | shares | 237,143 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of warrants calculated using Black-Scholes pricing model | $ 92,400 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest, for a one-time cash payment | $ 111,596 | $ 111,596 | |||||||||||||||||||||||||||||||||||||||||||||||||
Loss on extinguishment of debt | $ 51,251 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant term | 5 years | ||||||||||||||||||||||||||||||||||||||||||||||||||
One Hundred Five Note [Member] | Convertible Notes Payable [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | 105,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Net proceeds from issuance of convertible notes | $ 100,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note conversion features, description | The $113k Note may be converted into common stock of the Company by the holder at any time after the 6-month anniversary of the issuance date, subject to a 9.9% beneficial ownership limitation, at a conversion price per share equal to 40% discount to the lowest bid or trading price of the Company’s common stock during the twenty (20) trading days prior to the conversion date. Upon an event of default, 110-150% of the outstanding principal and any interest due amount shall be immediately due, depending on the nature of the breach. | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note interest rate term | The $105k Note has an interest rate of 10% and a default interest rate of 24% and matures on March 5, 2019. | ||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of warrants calculated using Black-Scholes pricing model | $ 153,371 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest, for a one-time cash payment | $ 140,697 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Loss on extinguishment of debt | $ 51,804 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Sixty Three Note [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Net proceeds from issuance of convertible notes | $ 4,676 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Sixty Three Note [Member] | Convertible Notes Payable [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | 78,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Net proceeds from issuance of convertible notes | $ 3,000 | $ 63,000 | $ 63,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Risk-free interest rate | 2.57% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Expected life | 9 months | ||||||||||||||||||||||||||||||||||||||||||||||||||
Volatility | 243.61% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Expected dividend yield | 0 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note conversion features, description | The $78k Note may be converted into common stock of the Company by the holder at any time after the 6-month anniversary of the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 25% discount to the lowest bid or trading price of the Company’s common stock during the ten (10) trading days prior to the conversion date. Upon an event of default caused by the Company’s failure to deliver shares upon a conversion pursuant to the terms of the note, 300% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company’s breach of any other events of default specified in the note, 150% of the outstanding principal and any interest due amount shall be immediately due. | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note interest rate term | The $78k Note has an interest rate of 10% and a default interest rate of 24% and matures on October 14, 2019. | ||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of warrants calculated using Black-Scholes pricing model | $ 78,088 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Net charge on embedded conversion feature | 7,764 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest, for a one-time cash payment | $ 89,198 | $ 89,198 | |||||||||||||||||||||||||||||||||||||||||||||||||
Fifty Seven Note [Member] | Convertible Notes Payable [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Net proceeds from issuance of convertible notes | $ 57,750 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest, for a one-time cash payment | $ 81,850 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Ninety Note [Member] | Convertible Notes Payable [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Net proceeds from issuance of convertible notes | 90,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest, for a one-time cash payment | $ 119,240 | ||||||||||||||||||||||||||||||||||||||||||||||||||
$68.3k Note - May 2018 [Member] | Convertible Notes Payable [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Net proceeds from issuance of convertible notes | $ 68,250 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest, for a one-time cash payment | $ 91,644 | ||||||||||||||||||||||||||||||||||||||||||||||||||
$37k Note - May 2018 [Member] | Convertible Notes Payable [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Net proceeds from issuance of convertible notes | $ 37,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest, for a one-time cash payment | $ 49,144 | ||||||||||||||||||||||||||||||||||||||||||||||||||
$78.8k Note - May 2018 [Member] | Convertible Notes Payable [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Net proceeds from issuance of convertible notes | $ 78,750 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest, for a one-time cash payment | $ 104,738 | ||||||||||||||||||||||||||||||||||||||||||||||||||
$103k Note I - October 2018 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | 103,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Original issue discount | 76,256 | ||||||||||||||||||||||||||||||||||||||||||||||||||
$103k Note I - October 2018 [Member] | Convertible Notes Payable [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Net proceeds from issuance of convertible notes | $ 103,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest, for a one-time cash payment | $ 134,500 | ||||||||||||||||||||||||||||||||||||||||||||||||||
$103k Note II - November 2018 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | 103,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Original issue discount | 85,656 | ||||||||||||||||||||||||||||||||||||||||||||||||||
$103k Note II - November 2018 [Member] | Convertible Notes Payable [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Net proceeds from issuance of convertible notes | $ 103,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest, for a one-time cash payment | $ 134,888 | ||||||||||||||||||||||||||||||||||||||||||||||||||
$153k Note - November 2018 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | 153,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Original issue discount | 129,462 | ||||||||||||||||||||||||||||||||||||||||||||||||||
$153k Note - November 2018 [Member] | Convertible Notes Payable [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | $ 153,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Net proceeds from issuance of convertible notes | $ 150,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note | $ 110,000 | $ 110,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Note convertible into common shares | shares | 1,070,894 | 740,002 | |||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note conversion features, description | The $153k Note may be converted into common stock of the Company by the holder at any time after the 6-month anniversary of the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 25% discount to the lowest bid or trading price of the Company's common stock during the ten (10) trading days prior to the conversion date. Upon an event of default caused by the Company's failure to deliver shares upon a conversion pursuant to the terms of the note, 300% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company's breach of any other events of default specified in the note, 150% of the outstanding principal and any interest due amount shall be immediately due. | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note interest rate term | The $153k Note has an interest rate of 10% and a default interest rate of 22% and matures on August 19, 2019. | ||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest, for a one-time cash payment | $ 8,768 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of this instrument | $ 43,000 | $ 43,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Fee for net proceeds | $ 3,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
$103k Note III - December 2018 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | 103,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Original issue discount | 95,099 | ||||||||||||||||||||||||||||||||||||||||||||||||||
$103k Note III - December 2018 [Member] | Convertible Notes Payable [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | $ 103,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest, for a one-time cash payment | $ 135,029 | ||||||||||||||||||||||||||||||||||||||||||||||||||
$78k Note - January 2019 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | 78,000 | 78,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Original issue discount | 36,488 | 36,488 | |||||||||||||||||||||||||||||||||||||||||||||||||
$78k Note - January 2019 [Member] | Convertible Notes Payable [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | $ 78,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest, for a one-time cash payment | $ 102,321 | ||||||||||||||||||||||||||||||||||||||||||||||||||
$78k II Note - January 2019 [Member] | Convertible Notes Payable [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | $ 78,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest, for a one-time cash payment | $ 102,255 | ||||||||||||||||||||||||||||||||||||||||||||||||||
$103k Note III - April 2019 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | 103,000 | 103,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable ($78,000) - January 2019 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | 78,000 | 78,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Original issue discount | $ 30,286 | $ 30,286 | |||||||||||||||||||||||||||||||||||||||||||||||||
Embedded conversion feature | $ 101,139 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Parent Company [Member] | $111k Note [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible secured promissory note maturity date | Jan. 22, 2018 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant to purchase of common stock exercise price | $ / shares | $ 0.05 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Risk-free interest rate | 2.59% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Expected life | 5 years | ||||||||||||||||||||||||||||||||||||||||||||||||||
Volatility | 578.45% | ||||||||||||||||||||||||||||||||||||||||||||||||||
Expected dividend yield | 0 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant to purchase of common stock, shares | shares | 125,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of warrants calculated using Black-Scholes pricing model | $ 10,199 | ||||||||||||||||||||||||||||||||||||||||||||||||||
[1] | Denotes that convertible note payable is carried at fair value |
Convertible Notes Payable (De_9
Convertible Notes Payable (Details Textual 1) | Jul. 16, 2019USD ($) | Jul. 11, 2019USD ($)shares | Jun. 03, 2019USD ($) | May 07, 2019USD ($) | Apr. 11, 2019USD ($)shares | Apr. 03, 2019USD ($) | Jan. 14, 2019USD ($) | Dec. 06, 2018USD ($) | Nov. 19, 2018USD ($) | Nov. 12, 2018USD ($) | Oct. 18, 2018USD ($) | Aug. 07, 2018USD ($)$ / sharesshares | Jul. 18, 2018 | May 09, 2018USD ($) | Apr. 18, 2018USD ($) | Apr. 16, 2018USD ($) | Apr. 02, 2018USD ($) | Mar. 13, 2018USD ($) | Mar. 05, 2018USD ($) | Feb. 02, 2018USD ($) | Jan. 14, 2018USD ($) | Jan. 02, 2018USD ($) | Jul. 07, 2016USD ($)$ / sharesshares | Aug. 26, 2019USD ($) | Jul. 18, 2019USD ($) | Apr. 15, 2019USD ($) | Feb. 07, 2019shares | Aug. 30, 2018USD ($) | Aug. 16, 2018USD ($)$ / sharesshares | Mar. 28, 2018 | Feb. 13, 2018USD ($) | Feb. 12, 2018USD ($)shares | Oct. 27, 2017USD ($) | May 22, 2017USD ($)$ / sharesshares | Sep. 30, 2019USD ($)shares | Sep. 30, 2018USD ($)shares | Sep. 30, 2019USD ($)shares | Sep. 30, 2018USD ($)shares | Dec. 31, 2018USD ($) | Dec. 31, 2017 | Dec. 03, 2018USD ($) | Jan. 24, 2018USD ($) | Oct. 23, 2017USD ($) | Sep. 11, 2017USD ($) | Sep. 07, 2017USD ($) | Jul. 10, 2017USD ($) | ||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | $ 2,328,752 | $ 2,328,752 | ||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of convertible notes | 1,540,000 | $ 805,500 | ||||||||||||||||||||||||||||||||||||||||||||||
Original issue discount | 803,316 | $ 803,316 | $ 386,473 | |||||||||||||||||||||||||||||||||||||||||||||
Expected dividend yield | 0 | |||||||||||||||||||||||||||||||||||||||||||||||
Convertible note | 1,525,436 | $ 1,525,436 | 1,042,314 | |||||||||||||||||||||||||||||||||||||||||||||
Financing cost | 12,009 | $ 623,216 | 133,244 | 1,063,721 | ||||||||||||||||||||||||||||||||||||||||||||
Interest expense | 51,865 | 34,924 | 125,002 | 96,752 | ||||||||||||||||||||||||||||||||||||||||||||
Repayment of notes payable and bank loans | (165,876) | |||||||||||||||||||||||||||||||||||||||||||||||
Unamortized discount | 803,316 | 803,316 | 386,473 | |||||||||||||||||||||||||||||||||||||||||||||
Loss on extinguishment of debt | 4,904 | $ (66,469) | (62,459) | (374,828) | ||||||||||||||||||||||||||||||||||||||||||||
Interest accrued | $ 8,768 | 8,768 | ||||||||||||||||||||||||||||||||||||||||||||||
Fair of warrants issued for professional service | $ 54,257 | $ 94,844 | ||||||||||||||||||||||||||||||||||||||||||||||
Convertible notes payable maturity date, description | until December 31, 2019. | |||||||||||||||||||||||||||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Note convertible into common shares | shares | 330,892 | 301,688 | 3,583,715 | 301,688 | ||||||||||||||||||||||||||||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Fair of warrants issued for professional service | $ 477,097 | $ 4,659,141 | ||||||||||||||||||||||||||||||||||||||||||||||
Two Advisor [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Fair of warrants issued for professional service | $ 35,462 | |||||||||||||||||||||||||||||||||||||||||||||||
Michael Dent [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Warrant to purchase of common stock, shares | shares | 6,678,462 | |||||||||||||||||||||||||||||||||||||||||||||||
Fair of warrants issued for professional service | $ 337,466 | |||||||||||||||||||||||||||||||||||||||||||||||
Convertible notes payable maturity date, description | In connection with a $2,000,000 private placement by a third-party investor, Dr. Dent agreed to extend the maturity date on all of the above notes until December 31, 2019. | The maturity dates of promissory notes with an aggregate face value of $177,500, which were originally scheduled to mature before September 30, 2018, by one year from the original maturity date. | ||||||||||||||||||||||||||||||||||||||||||||||
Dr Dent [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Interest accrued | 94,902 | 62,258 | ||||||||||||||||||||||||||||||||||||||||||||||
Med Office Direct [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible notes payable maturity date, description | The Company and its employees for the period from January 1, 2017 through July 31, 2018. | |||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable ($53,000) - July 2017 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Loss on extinguishment of debt | 16,188 | |||||||||||||||||||||||||||||||||||||||||||||||
Interest accrued | 2,644 | |||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable ($55,000) - September 2017 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Loss on extinguishment of debt | 14,763 | |||||||||||||||||||||||||||||||||||||||||||||||
Interest accrued | 2,759 | |||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable ($35,000) - September 2017 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Loss on extinguishment of debt | 11,778 | |||||||||||||||||||||||||||||||||||||||||||||||
Interest accrued | 1,716 | |||||||||||||||||||||||||||||||||||||||||||||||
$550k Note - July 2016 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | $ 647,520 | [1] | 647,520 | [1] | 594,813 | |||||||||||||||||||||||||||||||||||||||||||
$550k Note - July 2016 [Member] | Convertible Notes Payable [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Percentage of fixed convertible secured promissory note | 6.00% | |||||||||||||||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | $ 550,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Common stock fixed price per share | $ / shares | $ 0.08 | |||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of convertible notes | $ 500,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Original issue discount | $ 50,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Note convertible into common shares | shares | 6,875,000 | |||||||||||||||||||||||||||||||||||||||||||||||
$550k Note - July 2016 [Member] | $103k Note III - April 2019 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | $ 103,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of convertible notes | $ 100,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Risk-free interest rate | 2.41% | |||||||||||||||||||||||||||||||||||||||||||||||
Expected life | 10 months 28 days | |||||||||||||||||||||||||||||||||||||||||||||||
Volatility | 203.70% | |||||||||||||||||||||||||||||||||||||||||||||||
Expected dividend yield | 0 | |||||||||||||||||||||||||||||||||||||||||||||||
Convertible note | $ 126,313 | |||||||||||||||||||||||||||||||||||||||||||||||
Convertible note conversion features, description | The $103k Note III may be converted into common stock of the Company by the holder at any time after the 6-month anniversary of the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 39% discount to the lowest bid or trading price of the Company's common stock during the fifteen (15) trading days prior to the conversion date. Upon an event of default caused by the Company's failure to deliver shares upon a conversion pursuant to the terms of the note, 300% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company's breach of any other events of default specified in the note, 150% of the outstanding principal and any interest due amount shall be immediately due. | |||||||||||||||||||||||||||||||||||||||||||||||
Convertible note interest rate term, description | The $103k Note III has an interest rate of 10% and a default interest rate of 22% and matures on February 28, 2020. | |||||||||||||||||||||||||||||||||||||||||||||||
Fee for net proceeds | $ 3,000 | |||||||||||||||||||||||||||||||||||||||||||||||
$550k Note - July 2016 [Member] | $209k Notes [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | $ 209,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of convertible notes | $ 200,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Risk-free interest rate | 2.44% | |||||||||||||||||||||||||||||||||||||||||||||||
Expected life | 1 year | |||||||||||||||||||||||||||||||||||||||||||||||
Volatility | 203.29% | |||||||||||||||||||||||||||||||||||||||||||||||
Expected dividend yield | 0 | |||||||||||||||||||||||||||||||||||||||||||||||
Convertible note | $ 12,500 | |||||||||||||||||||||||||||||||||||||||||||||||
Note convertible into common shares | shares | 50,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Convertible note conversion features, description | On April 11, 2020, and may be converted into common stock of the Company by the holder at any time after the 6-month anniversary of the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 25% discount to the lowest bid or trading price of the Company's common stock during the ten (10) trading days prior to the conversion date. In connection with the $209k Notes, the Company also issued to the holder 25,000 shares of Company common stock valued at $6,250, which was recorded to equity. Upon an event of default caused by the Company's failure to deliver shares upon a conversion pursuant to the terms of the note, 300% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company's breach of any other events of default specified in the note, 150% of the outstanding principal and any interest due amount shall be immediately due. | |||||||||||||||||||||||||||||||||||||||||||||||
Convertible note interest rate term, description | The $209k Notes have an interest rate of 10% and a default interest rate of 22%, mature on April 11, 2020 | |||||||||||||||||||||||||||||||||||||||||||||||
Warrants to purchase of common stock, description | 9,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Fee for net proceeds | $ 18,016 | |||||||||||||||||||||||||||||||||||||||||||||||
$550k Note - July 2016 [Member] | $357.5k Note - April 2019 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | $ 325,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of convertible notes | $ 150,782 | |||||||||||||||||||||||||||||||||||||||||||||||
Risk-free interest rate | 2.37% | |||||||||||||||||||||||||||||||||||||||||||||||
Expected life | 5 years | |||||||||||||||||||||||||||||||||||||||||||||||
Volatility | 191.68% | |||||||||||||||||||||||||||||||||||||||||||||||
Expected dividend yield | 0 | |||||||||||||||||||||||||||||||||||||||||||||||
Convertible note conversion features, description | May be converted into common stock of the Company by the holder at any time, subject to a 9.99% beneficial ownership limitation, at a fixed conversion price per share of $0.20, or 1,787,500 shares. At inception, the investors were also granted a five-year warrant to purchase 600,000 shares of the Company's common stock at an exercise price of $0.25 per share. Upon an event of default, 140% of the outstanding principal and any interest due amount shall be immediately due and the conversion price resets to a 40% discount to the lowest bid or trading price of the Company's common stock during the twenty (20) trading days prior to the conversion date. | |||||||||||||||||||||||||||||||||||||||||||||||
Convertible note interest rate term, description | The $357.5k Note has an interest rate of 10%, matures on December 31, 2019, | |||||||||||||||||||||||||||||||||||||||||||||||
Embedded conversion feature | $ 128,911 | |||||||||||||||||||||||||||||||||||||||||||||||
Warrants to purchase of common stock, description | 32,500 | |||||||||||||||||||||||||||||||||||||||||||||||
$550k Note - July 2016 [Member] | $103k Note IV - May 2019 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | $ 103,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of convertible notes | $ 100,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Risk-free interest rate | 2.37% | |||||||||||||||||||||||||||||||||||||||||||||||
Expected life | 9 months 22 days | |||||||||||||||||||||||||||||||||||||||||||||||
Volatility | 180.30% | |||||||||||||||||||||||||||||||||||||||||||||||
Expected dividend yield | 0 | |||||||||||||||||||||||||||||||||||||||||||||||
Convertible note conversion features, description | The $103k Note IV may be converted into common stock of the Company by the holder at any time after the 6-month anniversary of the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 39% discount to the lowest bid or trading price of the Company's common stock during the fifteen (15) trading days prior to the conversion date. Upon an event of default caused by the Company's failure to deliver shares upon a conversion pursuant to the terms of the note, 300% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company's breach of any other events of default specified in the note, 150% of the outstanding principal and any interest due amount shall be immediately due. | |||||||||||||||||||||||||||||||||||||||||||||||
Convertible note interest rate term, description | The $103k Note IV has an interest rate of 10% and a default interest rate of 22% and matures on February 28, 2020. | |||||||||||||||||||||||||||||||||||||||||||||||
Fair value of warrants calculated using Black-Scholes pricing model | $ 115,729 | |||||||||||||||||||||||||||||||||||||||||||||||
Net charge on embedded conversion feature | 15,729 | |||||||||||||||||||||||||||||||||||||||||||||||
Fee for net proceeds | $ 3,000 | |||||||||||||||||||||||||||||||||||||||||||||||
$550k Note - July 2016 [Member] | $154k [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | $ 154,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of convertible notes | $ 150,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Convertible note conversion features, description | The $154k Note may be converted into common stock of the Company by the holder at any time after the 6-month anniversary of the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 39% discount to the lowest bid or trading price of the Company's common stock during the fifteen (15) trading days prior to the conversion date. Upon an event of default caused by the Company's failure to deliver shares upon a conversion pursuant to the terms of the Note, 200% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company's breach of any other events of default specified in the Note, 150% of the outstanding principal and any interest due amount shall be immediately due. | |||||||||||||||||||||||||||||||||||||||||||||||
Convertible note interest rate term, description | The $154k Note has an interest rate of 10% and a default interest rate of 22% and matures on February 28, 2020. | |||||||||||||||||||||||||||||||||||||||||||||||
Fee for net proceeds | $ 4,000 | |||||||||||||||||||||||||||||||||||||||||||||||
$550k Note - July 2016 [Member] | $136k Notes - July 2019 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | $ 135,850 | |||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of convertible notes | $ 130,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Risk-free interest rate | 1.97% | |||||||||||||||||||||||||||||||||||||||||||||||
Expected life | 9 months | |||||||||||||||||||||||||||||||||||||||||||||||
Volatility | 140.57% | |||||||||||||||||||||||||||||||||||||||||||||||
Expected dividend yield | 0 | |||||||||||||||||||||||||||||||||||||||||||||||
Convertible note | $ 6,942 | |||||||||||||||||||||||||||||||||||||||||||||||
Note convertible into common shares | shares | 32,500 | |||||||||||||||||||||||||||||||||||||||||||||||
Convertible note conversion features, description | The Company by the holder at any time after the 6-month anniversary of the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 25% discount to the lowest bid or trading price of the Company's common stock during the thirteen (13) trading days prior to the conversion date. In connection with the $136k Notes, the Company also issued to the holder 32,500 shares of Company common stock. Upon an event of default caused by the Company's failure to deliver shares upon a conversion pursuant to the terms of the note, 300% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company's breach of any other events of default specified in the note, 150% of the outstanding principal and any interest due amount shall be immediately due. | |||||||||||||||||||||||||||||||||||||||||||||||
Convertible note interest rate term, description | The $136k Notes have an interest rate of 10% and a default interest rate of 22%, mature on April 11, 2020. | |||||||||||||||||||||||||||||||||||||||||||||||
Fair value of warrants calculated using Black-Scholes pricing model | $ 97,732 | |||||||||||||||||||||||||||||||||||||||||||||||
Fee for net proceeds | $ 5,850 | |||||||||||||||||||||||||||||||||||||||||||||||
$550k Note - July 2016 [Member] | $78k Note III - July 2019 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | $ 78,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of convertible notes | $ 75,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Risk-free interest rate | 2.00% | |||||||||||||||||||||||||||||||||||||||||||||||
Expected life | 9 months 14 days | |||||||||||||||||||||||||||||||||||||||||||||||
Volatility | 140.36% | |||||||||||||||||||||||||||||||||||||||||||||||
Expected dividend yield | 0 | |||||||||||||||||||||||||||||||||||||||||||||||
Convertible note conversion features, description | The $78k Note III may be converted into common stock of the Company by the holder at any time after the 6-month anniversary of the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 39% discount to the lowest bid or trading price of the Company's common stock during the fifteen (15) trading days prior to the conversion date. Upon an event of default caused by the Company's failure to deliver shares upon a conversion pursuant to the terms of the note, 300% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company's breach of any other events of default specified in the note, 150% of the outstanding principal and any interest due amount shall be immediately due. | |||||||||||||||||||||||||||||||||||||||||||||||
Convertible note interest rate term, description | The $78k Note III has an interest rate of 10% and a default interest rate of 22% and matures on April 30, 2020. | |||||||||||||||||||||||||||||||||||||||||||||||
Fair value of warrants calculated using Black-Scholes pricing model | $ 76,763 | |||||||||||||||||||||||||||||||||||||||||||||||
Net charge on embedded conversion feature | 1,763 | |||||||||||||||||||||||||||||||||||||||||||||||
Fee for net proceeds | $ 3,000 | |||||||||||||||||||||||||||||||||||||||||||||||
$550k Note - July 2016 [Member] | $230k Note - July 2019 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | $ 230,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of convertible notes | $ 210,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Risk-free interest rate | 1.90% | |||||||||||||||||||||||||||||||||||||||||||||||
Expected life | 1 year | |||||||||||||||||||||||||||||||||||||||||||||||
Volatility | 140.13% | |||||||||||||||||||||||||||||||||||||||||||||||
Expected dividend yield | 0 | |||||||||||||||||||||||||||||||||||||||||||||||
Convertible note conversion features, description | The Company by the holder at any time after the 6-month anniversary of the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 35% discount to the lowest bid or trading price of the Company's common stock during the fifteen (15) trading days prior to the conversion date. Upon an event of default, the amount of principal shall increase by between 10 and 50% depending on the nature of the default. | |||||||||||||||||||||||||||||||||||||||||||||||
Convertible note interest rate term, description | The $230k Note has an interest rate of 10% and a default interest rate of 24%, matures on July 18, 2020. | |||||||||||||||||||||||||||||||||||||||||||||||
Fair value of warrants calculated using Black-Scholes pricing model | $ 220,246 | |||||||||||||||||||||||||||||||||||||||||||||||
Net charge on embedded conversion feature | 10,246 | |||||||||||||||||||||||||||||||||||||||||||||||
Fee for net proceeds | $ 20,000 | |||||||||||||||||||||||||||||||||||||||||||||||
$550k Note - July 2016 [Member] | $108,947 - August 2019 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | $ 108,947 | |||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of convertible notes | $ 100,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Risk-free interest rate | 1.75% | |||||||||||||||||||||||||||||||||||||||||||||||
Expected life | 1 year | |||||||||||||||||||||||||||||||||||||||||||||||
Volatility | 130.74% | |||||||||||||||||||||||||||||||||||||||||||||||
Expected dividend yield | 0 | |||||||||||||||||||||||||||||||||||||||||||||||
Convertible note conversion features, description | The Company by the holder at any time after the 6-month anniversary of the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 25% discount to the lowest bid or trading price of the Company's common stock during the thirteen (13) trading days prior to the conversion date. Upon an event of default caused by the Company's failure to deliver shares upon a conversion pursuant to the terms of the note, 300% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company's breach of any other events of default specified in the note, 150% of the outstanding principal and any interest due amount shall be immediately due. | |||||||||||||||||||||||||||||||||||||||||||||||
Convertible note interest rate term, description | The $103.5k Note has an interest rate of 10% and a default interest rate of 22%, matures on August 26, 2020. | |||||||||||||||||||||||||||||||||||||||||||||||
Fair value of warrants calculated using Black-Scholes pricing model | $ 77,904 | |||||||||||||||||||||||||||||||||||||||||||||||
Fee for net proceeds | $ 8,947 | |||||||||||||||||||||||||||||||||||||||||||||||
$50k Note - July 2016 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | 65,655 | [1] | 65,655 | [1] | 60,312 | |||||||||||||||||||||||||||||||||||||||||||
$50k Note - July 2016 [Member] | Convertible Notes Payable [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Percentage of fixed convertible secured promissory note | 10.00% | |||||||||||||||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | $ 50,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Common stock fixed price per share | $ / shares | $ 0.10 | |||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of convertible notes | $ 500,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Thirty Five Note [Member] | Convertible Notes Payable [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | $ 35,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Interest accrued | $ 49,502 | |||||||||||||||||||||||||||||||||||||||||||||||
One Hundred Five Note [Member] | Convertible Notes Payable [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | 105,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of convertible notes | 100,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Net proceeds | $ 100,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Convertible note conversion features, description | The $113k Note may be converted into common stock of the Company by the holder at any time after the 6-month anniversary of the issuance date, subject to a 9.9% beneficial ownership limitation, at a conversion price per share equal to 40% discount to the lowest bid or trading price of the Company’s common stock during the twenty (20) trading days prior to the conversion date. Upon an event of default, 110-150% of the outstanding principal and any interest due amount shall be immediately due, depending on the nature of the breach. | |||||||||||||||||||||||||||||||||||||||||||||||
Convertible note interest rate term, description | The $105k Note has an interest rate of 10% and a default interest rate of 24% and matures on March 5, 2019. | |||||||||||||||||||||||||||||||||||||||||||||||
Fair value of warrants calculated using Black-Scholes pricing model | $ 153,371 | |||||||||||||||||||||||||||||||||||||||||||||||
Loss on extinguishment of debt | $ 51,804 | |||||||||||||||||||||||||||||||||||||||||||||||
Interest accrued | $ 140,697 | |||||||||||||||||||||||||||||||||||||||||||||||
One Thirteen Note [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Net proceeds | $ 100,000 | |||||||||||||||||||||||||||||||||||||||||||||||
One Thirteen Note [Member] | Convertible Notes Payable [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | 112,750 | |||||||||||||||||||||||||||||||||||||||||||||||
Warrant to purchase of common stock exercise price | $ / shares | $ 0.25 | |||||||||||||||||||||||||||||||||||||||||||||||
Net proceeds | $ 12,750 | |||||||||||||||||||||||||||||||||||||||||||||||
Convertible note conversion features, description | The $113k Note may be converted into common stock of the Company by the holder at any time after the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to 40% discount to the lowest bid or trading price of the Company’s common stock during the twenty (20) trading days prior to the conversion date. Upon an event of default caused by the Company’s failure to deliver shares upon a conversion pursuant to the terms of the Note, 200% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company’s breach of any other events of default specified in the Note, 150% of the outstanding principal and any interest due amount shall be immediately due. | |||||||||||||||||||||||||||||||||||||||||||||||
Convertible note interest rate term, description | The $113k Note has an interest rate of 10% and a default interest rate of 24% and matures on February 2, 2019. | |||||||||||||||||||||||||||||||||||||||||||||||
Warrant terms | 3 years | |||||||||||||||||||||||||||||||||||||||||||||||
Warrant to purchase of common stock, shares | shares | 100,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Fair value of warrants calculated using Black-Scholes pricing model | $ 50,614 | $ 161,527 | ||||||||||||||||||||||||||||||||||||||||||||||
Loss on extinguishment of debt | $ 2,054 | |||||||||||||||||||||||||||||||||||||||||||||||
Interest accrued | $ 151,536 | |||||||||||||||||||||||||||||||||||||||||||||||
Fee for net proceeds | $ 12,750 | |||||||||||||||||||||||||||||||||||||||||||||||
Sixty Three Note [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of convertible notes | $ 4,676 | |||||||||||||||||||||||||||||||||||||||||||||||
Net proceeds | 75,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Sixty Three Note [Member] | Convertible Notes Payable [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | 78,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of convertible notes | 3,000 | $ 63,000 | $ 63,000 | |||||||||||||||||||||||||||||||||||||||||||||
Net proceeds | $ 75,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Risk-free interest rate | 2.57% | |||||||||||||||||||||||||||||||||||||||||||||||
Expected life | 9 months | |||||||||||||||||||||||||||||||||||||||||||||||
Volatility | 243.61% | |||||||||||||||||||||||||||||||||||||||||||||||
Expected dividend yield | 0 | |||||||||||||||||||||||||||||||||||||||||||||||
Financing cost | $ 78,088 | |||||||||||||||||||||||||||||||||||||||||||||||
Convertible note conversion features, description | The $78k Note may be converted into common stock of the Company by the holder at any time after the 6-month anniversary of the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 25% discount to the lowest bid or trading price of the Company’s common stock during the ten (10) trading days prior to the conversion date. Upon an event of default caused by the Company’s failure to deliver shares upon a conversion pursuant to the terms of the note, 300% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company’s breach of any other events of default specified in the note, 150% of the outstanding principal and any interest due amount shall be immediately due. | |||||||||||||||||||||||||||||||||||||||||||||||
Convertible note interest rate term, description | The $78k Note has an interest rate of 10% and a default interest rate of 24% and matures on October 14, 2019. | |||||||||||||||||||||||||||||||||||||||||||||||
Fair value of warrants calculated using Black-Scholes pricing model | $ 78,088 | |||||||||||||||||||||||||||||||||||||||||||||||
Net charge on embedded conversion feature | 7,764 | |||||||||||||||||||||||||||||||||||||||||||||||
$78k Note - January 2019 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | 78,000 | 78,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Original issue discount | 36,488 | 36,488 | ||||||||||||||||||||||||||||||||||||||||||||||
Original issue discount | 3,000 | |||||||||||||||||||||||||||||||||||||||||||||||
$78k Note - January 2019 [Member] | Convertible Notes Payable [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | $ 78,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Net proceeds | $ 75,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Financing cost | $ 101,139 | |||||||||||||||||||||||||||||||||||||||||||||||
Fifty Five Note [Member] | Convertible Notes Payable [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | $ 55,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Interest accrued | $ 85,258 | |||||||||||||||||||||||||||||||||||||||||||||||
Eight Three Note [Member] | Convertible Notes Payable [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | $ 83,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Warrant to purchase of common stock exercise price | $ / shares | $ 0.35 | |||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of convertible notes | 75,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Net proceeds | $ 75,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Warrant terms | 5 years | |||||||||||||||||||||||||||||||||||||||||||||||
Warrant to purchase of common stock, shares | shares | 237,143 | |||||||||||||||||||||||||||||||||||||||||||||||
Fair value of warrants calculated using Black-Scholes pricing model | $ 92,400 | |||||||||||||||||||||||||||||||||||||||||||||||
Loss on extinguishment of debt | $ 51,251 | |||||||||||||||||||||||||||||||||||||||||||||||
Interest accrued | $ 111,596 | |||||||||||||||||||||||||||||||||||||||||||||||
Fifty Eight Note [Member] | Convertible Notes Payable [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | $ 57,750 | |||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of convertible notes | 50,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Net proceeds | 2,500 | |||||||||||||||||||||||||||||||||||||||||||||||
Original issue discount | $ 5,250 | |||||||||||||||||||||||||||||||||||||||||||||||
Convertible note conversion features, description | The $58k Note was convertible into common stock of the Company by the holder at any time after the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to 28% discount to the lowest bid or trading price of the Company's common stock during the twenty (20) trading days prior to the conversion date. On June 26, 2018, the holder agreed, without consideration, to reduce the discount to 28% of the volume weighted average price of the Company's common stock for the 10 days prior to the conversion date. During third and fourth quarter of 2018, the holder of the $58k Note converted the entire principal balance of $57,750, as well as accrued interest in the amount of $3,786, into 384,839 shares of Company common stock. | |||||||||||||||||||||||||||||||||||||||||||||||
Convertible note interest rate term, description | The $58k Note had an interest rate of 10% and a default interest rate of 18% and was scheduled to mature on January 2, 2019. | |||||||||||||||||||||||||||||||||||||||||||||||
Net charge on embedded conversion feature | $ 32,652 | |||||||||||||||||||||||||||||||||||||||||||||||
Fee for net proceeds | $ 2,500 | |||||||||||||||||||||||||||||||||||||||||||||||
$111k Note [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | 136,280 | [1] | 136,280 | [1] | 125,190 | |||||||||||||||||||||||||||||||||||||||||||
$111k Note [Member] | Convertible Notes Payable [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Percentage of fixed convertible secured promissory note | 10.00% | |||||||||||||||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | $ 111,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Warrant to purchase of common stock exercise price | $ / shares | $ 0.75 | |||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of convertible notes | $ 100,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Original issue discount | $ 11,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Expected life | 5 years | |||||||||||||||||||||||||||||||||||||||||||||||
Note convertible into common shares | shares | 317,143 | |||||||||||||||||||||||||||||||||||||||||||||||
Warrant to purchase of common stock, shares | shares | 133,333 | |||||||||||||||||||||||||||||||||||||||||||||||
Note holder fixed price per share | $ / shares | $ 0.35 | |||||||||||||||||||||||||||||||||||||||||||||||
$171.5k Note - October 2017 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | 186,472 | |||||||||||||||||||||||||||||||||||||||||||||||
$171.5k Note - October 2017 [Member] | Convertible Notes Payable [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | $ 171,500 | 171,500 | 171,500 | |||||||||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of convertible notes | 150,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Original issue discount | $ 21,500 | |||||||||||||||||||||||||||||||||||||||||||||||
Note convertible into common shares | shares | 2,512,821 | |||||||||||||||||||||||||||||||||||||||||||||||
Convertible note conversion features, description | The $171.5k Note was convertible into common stock of the Company by the holder at any time following 180 days after the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 35% discount to the lowest closing bid price during the twenty (20) trading days prior to the conversion date. Upon an event of default caused by the Company's failure to deliver shares upon a conversion pursuant to the terms of the $171.5k Note, 300% of the outstanding principal and any interest due amount was immediately due. Upon an event of default caused by the Company's breach of any other events of default specified in the $171.5k Note, 150% of the outstanding principal and any interest due amount was immediately due. | |||||||||||||||||||||||||||||||||||||||||||||||
Convertible note interest rate term, description | The $171.5k Note had an interest rate of 10% and a default interest rate of 22% and matures on October 26, 2018. | |||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable ($78,000) - January 2019 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | 78,000 | 78,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Original issue discount | 30,286 | 30,286 | ||||||||||||||||||||||||||||||||||||||||||||||
Original issue discount | $ 3,000 | |||||||||||||||||||||||||||||||||||||||||||||||
$53k Note II - April 2018 [Member] | Convertible Notes Payable [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | $ 53,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of convertible notes | $ 53,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Fifty Three Note Two [Member] | Convertible Notes Payable [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | $ 53,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Fifty Seven Note [Member] | Convertible Notes Payable [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of convertible notes | $ 57,750 | |||||||||||||||||||||||||||||||||||||||||||||||
$103k Note I - October 2018 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | 103,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Original issue discount | 76,256 | |||||||||||||||||||||||||||||||||||||||||||||||
$103k Note I - October 2018 [Member] | Convertible Notes Payable [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of convertible notes | $ 103,000 | |||||||||||||||||||||||||||||||||||||||||||||||
$103k Note II - November 2018 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | 103,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Original issue discount | 85,656 | |||||||||||||||||||||||||||||||||||||||||||||||
$103k Note II - November 2018 [Member] | Convertible Notes Payable [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of convertible notes | $ 103,000 | |||||||||||||||||||||||||||||||||||||||||||||||
$103k Note III - December 2018 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | 103,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Original issue discount | 95,099 | |||||||||||||||||||||||||||||||||||||||||||||||
$103k Note III - December 2018 [Member] | Convertible Notes Payable [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | $ 103,000 | |||||||||||||||||||||||||||||||||||||||||||||||
$153k Note - November 2018 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | 153,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Original issue discount | $ 129,462 | |||||||||||||||||||||||||||||||||||||||||||||||
$153k Note - November 2018 [Member] | Convertible Notes Payable [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible secured promissory note face value | $ 153,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of convertible notes | $ 150,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Convertible note | $ 110,000 | $ 110,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Note convertible into common shares | shares | 1,070,894 | 740,002 | ||||||||||||||||||||||||||||||||||||||||||||||
Convertible note conversion features, description | The $153k Note may be converted into common stock of the Company by the holder at any time after the 6-month anniversary of the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 25% discount to the lowest bid or trading price of the Company's common stock during the ten (10) trading days prior to the conversion date. Upon an event of default caused by the Company's failure to deliver shares upon a conversion pursuant to the terms of the note, 300% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company's breach of any other events of default specified in the note, 150% of the outstanding principal and any interest due amount shall be immediately due. | |||||||||||||||||||||||||||||||||||||||||||||||
Convertible note interest rate term, description | The $153k Note has an interest rate of 10% and a default interest rate of 22% and matures on August 19, 2019. | |||||||||||||||||||||||||||||||||||||||||||||||
Fee for net proceeds | $ 3,000 | |||||||||||||||||||||||||||||||||||||||||||||||
[1] | Denotes that convertible note payable is carried at fair value |
Derivative Financial Instrume_3
Derivative Financial Instruments (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||||
Balance, beginning of period | $ 632,605 | $ 1,389,689 | $ 800,440 | $ 398,489 |
Inception of derivative financial instruments | 472,644 | 2,397,516 | 1,276,703 | 3,643,520 |
Change in fair value of derivative financial instruments | (158,691) | 238,330 | (574,205) | 200,165 |
Conversion or extinguishment of derivative financial instruments | (119,898) | (3,416,784) | (676,278) | (3,633,423) |
Balance, end of period | $ 826,660 | $ 608,751 | $ 826,660 | $ 608,751 |
Derivative Financial Instrume_4
Derivative Financial Instruments (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2019 | Sep. 30, 2019 | |
Derivative Financial Instruments (Textual) | ||
Expected dividend yield | 0 | |
Principal amount | $ 43,000 | $ 324,500 |
Accrued interest | $ 8,768 | $ 8,768 |
Common shares | 330,892 | 3,583,715 |
Maximum [Member] | ||
Derivative Financial Instruments (Textual) | ||
Risk-free interest rate | 1.75% | |
Expected life | 1 month 9 days | |
Volatility | 119.04% | |
Minimum [Member] | ||
Derivative Financial Instruments (Textual) | ||
Risk-free interest rate | 2.73% | |
Expected life | 1 year | |
Volatility | 293.97% |
Shareholders' Deficit (Details)
Shareholders' Deficit (Details) - Warrant [Member] - $ / shares | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Outstanding at beginning of the period | 46,161,463 | 20,526,387 |
Granted during the period | 1,805,001 | 9,960,403 |
Exercised during the period | (4,099,256) | |
Terminated during the period | ||
Outstanding at end of the period | 43,783,874 | 30,486,790 |
Exercisable at end of the period | 43,783,874 | 30,486,790 |
Weighted Average Exercise Price, Outstanding at beginning of the period | $ 0.18 | $ 0.23 |
Weighted Average Exercise Price, Granted during the period | 0.35 | 0.10 |
Weighted Average Exercise Price, Exercised during the period | 0 | |
Weighted Average Exercise Price, Terminated during the period | ||
Weighted Average Exercise Price, Outstanding at end of the period | 0.20 | 0.19 |
Weighted Average Exercise Price, Exercisable at end of the period | $ 0.20 | $ 0.19 |
Weighted average remaining life | 3 years 3 months 19 days | 4 years |
Shareholders' Deficit (Details
Shareholders' Deficit (Details 1) - Warrant [Member] - $ / shares | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants/Options Outstanding, Weighted - Average Remaining Contractual Life (years) | 3 years 3 months 19 days | 4 years |
0.0001 to 0.09 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants/Options Outstanding, Number Outstanding | 16,157,768 | |
Warrants/Options Outstanding, Weighted - Average Remaining Contractual Life (years) | 3 years | |
Warrants/Options Outstanding, Weighted-Average Exercise Price | $ 0.07 | |
Warrants/Options Exercisable, Number Exercisable | 16,157,768 | |
Warrants/Options Exercisable, Weighted Average Exercise Price | $ 0.07 | |
0.10 to 0.24 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants/Options Outstanding, Number Outstanding | 14,520,441 | |
Warrants/Options Outstanding, Weighted - Average Remaining Contractual Life (years) | 3 years 3 months 19 days | |
Warrants/Options Outstanding, Weighted-Average Exercise Price | $ 0.19 | |
Warrants/Options Exercisable, Number Exercisable | 14,520,441 | |
Warrants/Options Exercisable, Weighted Average Exercise Price | $ 0.19 | |
0.25 to 0.49 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants/Options Outstanding, Number Outstanding | 9,248,999 | |
Warrants/Options Outstanding, Weighted - Average Remaining Contractual Life (years) | 3 years | |
Warrants/Options Outstanding, Weighted-Average Exercise Price | $ 0.29 | |
Warrants/Options Exercisable, Number Exercisable | 9,248,999 | |
Warrants/Options Exercisable, Weighted Average Exercise Price | $ 0.29 | |
0.50 to 1.00 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants/Options Outstanding, Number Outstanding | 3,940,000 | |
Warrants/Options Outstanding, Weighted - Average Remaining Contractual Life (years) | 2 years 4 months 24 days | |
Warrants/Options Outstanding, Weighted-Average Exercise Price | $ 0.64 | |
Warrants/Options Exercisable, Number Exercisable | 3,940,000 | |
Warrants/Options Exercisable, Weighted Average Exercise Price | $ 0.64 | |
0.05 to 1.00 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants/Options Outstanding, Number Outstanding | 43,867,208 | |
Warrants/Options Outstanding, Weighted - Average Remaining Contractual Life (years) | 3 years | |
Warrants/Options Outstanding, Weighted-Average Exercise Price | $ 0.21 | |
Warrants/Options Exercisable, Number Exercisable | 43,867,208 | |
Warrants/Options Exercisable, Weighted Average Exercise Price | $ 0.21 | |
Maximum [Member] | 0.0001 to 0.09 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants Outstanding, Exercise Prices | 0.09 | |
Maximum [Member] | 0.10 to 0.24 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants Outstanding, Exercise Prices | 0.24 | |
Maximum [Member] | 0.25 to 0.49 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants Outstanding, Exercise Prices | 0.49 | |
Maximum [Member] | 0.50 to 1.00 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants Outstanding, Exercise Prices | 1 | |
Maximum [Member] | 0.05 to 1.00 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants Outstanding, Exercise Prices | 1 | |
Minimum [Member] | 0.0001 to 0.09 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants Outstanding, Exercise Prices | 0.0001 | |
Minimum [Member] | 0.10 to 0.24 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants Outstanding, Exercise Prices | 0.10 | |
Minimum [Member] | 0.25 to 0.49 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants Outstanding, Exercise Prices | 0.25 | |
Minimum [Member] | 0.50 to 1.00 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants Outstanding, Exercise Prices | 0.50 | |
Minimum [Member] | 0.05 to 1.00 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants Outstanding, Exercise Prices | $ 0.05 |
Shareholders' Deficit (Detail_2
Shareholders' Deficit (Details 2) - EIP [Member] - $ / shares | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Outstanding at beginning of the period | 1,738,750 | 1,498,750 |
Granted during the period | 135,313 | |
Terminated during the period | ||
Outstanding at end of the period | 1,874,063 | 1,498,750 |
Shares vested at period-end | 1,510,313 | 1,058,750 |
Weighted average grant date fair value of shares granted during the period | $ 0.26 | |
Aggregate grant date fair value of shares granted during the period | 12,805 | |
Shares available for grant pursuant to EIP at period-end | 9,592,868 | 11,496,934 |
Shareholders' Deficit (Detail_3
Shareholders' Deficit (Details 3) - EIP [Member] - $ / shares | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Nonvested at beginning of period | 540,000 | 628,750 |
Granted | ||
Vested | (176,250) | 188,750 |
Forfeited | ||
Nonvested at end of period | 363,750 | 440,000 |
Weighted Average Grant Date Fair Value, Nonvested at beginning of period | $ 0.16 | $ 0.05 |
Weighted Average Grant Date Fair Value, Granted | ||
Weighted Average Grant Date Fair Value, Vested | 0.16 | 0.04 |
Weighted Average Grant Date Fair Value, Forfeited | ||
Weighted Average Grant Date Fair Value, Nonvested at end of period | $ 0.16 | $ 0.05 |
Shareholders' Deficit (Detail_4
Shareholders' Deficit (Details 4) - Employee Stock Option [Member] - $ / shares | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Outstanding at beginning of the period | 3,707,996 | 2,349,996 |
Granted during the period | 1,078,750 | 158,000 |
Exercised during the period | (154,166) | |
Forfeited during the period | (595,830) | |
Outstanding at end of the period | 4,036,750 | 2,507,996 |
Weighted Average Exercise Price, Outstanding at beginning of the period | $ 0.18 | $ 0.12 |
Weighted Average Exercise Price, Granted during the period | 0.26 | 0.11 |
Weighted Average Exercise Price, Exercised during the period | 0.20 | |
Weighted Average Exercise Price, Forfeited during the period | 0.20 | |
Weighted Average Exercise Price, Outstanding at end of the period | $ 0.20 | $ 0.12 |
Options exercisable at period-end | 1,486,000 | 836,000 |
Weighted average remaining life (in years) | 7 years 10 months 25 days | 7 years 10 months 25 days |
Weighted average grant date fair value of options granted during the period | $ 0.20 | $ 0.09 |
Options available for grant at period-end | 9,592,868 | 11,496,934 |
Shareholders' Deficit (Detail_5
Shareholders' Deficit (Details 5) - Stock options [Member] | 9 Months Ended |
Sep. 30, 2019$ / sharesshares | |
— to 0.10 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options Outstanding, Exercise Prices | $ 0.10 |
Options Outstanding, Number Outstanding | shares | 1,733,000 |
Warrants/Options Outstanding, Weighted - Average Remaining Contractual Life (years) | 6 years 3 months 19 days |
Options Outstanding, Weighted-Average Exercise Price | $ 0.08 |
Options Exercisable, Number Exercisable | shares | 1,220,500 |
Options Exercisable, Weighted Average Exercise Price | $ 0.08 |
0.11 to 0.31 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options Outstanding, Number Outstanding | shares | 2,303,750 |
Warrants/Options Outstanding, Weighted - Average Remaining Contractual Life (years) | 9 years 1 month 6 days |
Options Outstanding, Weighted-Average Exercise Price | $ 0.29 |
Options Exercisable, Number Exercisable | shares | 265,500 |
Options Exercisable, Weighted Average Exercise Price | $ 0.31 |
0.11 to 0.31 [Member] | Maximum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options Outstanding, Exercise Prices | $ 0.31 |
0.08 to 0.31 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options Outstanding, Number Outstanding | shares | 4,036,750 |
Warrants/Options Outstanding, Weighted - Average Remaining Contractual Life (years) | 7 years 10 months 25 days |
Options Outstanding, Weighted-Average Exercise Price | $ 0.20 |
Options Exercisable, Number Exercisable | shares | 1,486,000 |
Options Exercisable, Weighted Average Exercise Price | $ 0.10 |
0.08 to 0.31 [Member] | Maximum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options Outstanding, Exercise Prices | 0.31 |
0.08 to 0.31 [Member] | Minimum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options Outstanding, Exercise Prices | $ 0.08 |
Shareholders' Deficit (Detail_6
Shareholders' Deficit (Details 6) - Employee Stock Option [Member] - $ / shares | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Nonvested at beginning of period | 2,332,413 | 1,774,996 |
Granted | 1,078,750 | 158,000 |
Vested | (264,583) | (261,000) |
Forfeited | (595,830) | |
Nonvested at end of period | 2,550,750 | 1,671,996 |
Weighted Average Grant Date Fair Value, Nonvested at beginning of period | $ 0.13 | $ 0.03 |
Weighted Average Grant Date Fair Value, Granted | 0.20 | 0.09 |
Weighted Average Grant Date Fair Value, Vested | 0.18 | 0.02 |
Weighted Average Grant Date Fair Value, Forfeited | 0.02 | |
Weighted Average Grant Date Fair Value, Nonvested at end of period | $ 0.18 | $ 0.03 |
Shareholders' Deficit (Detail_7
Shareholders' Deficit (Details Textual) - USD ($) | Jul. 16, 2018 | Sep. 30, 2018 | Sep. 21, 2018 | Aug. 16, 2018 | Jul. 18, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Jan. 01, 2016 | Sep. 02, 2014 |
Shareholders' Deficit (Textual) | ||||||||||||
Common shares, issued | 1,856,480 | 4,273,779 | 1,856,480 | 4,273,779 | 1,856,480 | |||||||
Risk-free interest rate | 2.95% | |||||||||||
Expected life (in years) | 4 years 9 months 25 days | |||||||||||
Expected volatility rate | 298.82% | |||||||||||
Expected dividend yield | $ 0 | |||||||||||
Aggregate grant date fair value of warrants issued | $ 54,257 | $ 94,844 | ||||||||||
Net proceeds from private placement | $ 1,744,690 | $ 1,774,690 | ||||||||||
Repricing Date, description | (1) the exercise price of the Series A Warrants issued to the investors and the placement agent was reduced from $0.25 to $0.2233, and (2) the number of Series B Warrants issuable was set at 2,745,757 for the investors and 219,660 for the placement agent. | |||||||||||
Legal fees | 15,000 | |||||||||||
Placement agent fees | $ 209,900 | |||||||||||
Authorized shares of common stock | 500,000,000 | 500,000,000 | 500,000,000 | |||||||||
Preferred shares | 20,000,000 | |||||||||||
Private Placement [Member] | ||||||||||||
Shareholders' Deficit (Textual) | ||||||||||||
Common shares, issued | 3,534,891 | 1,550,001 | 3,534,891 | 1,550,001 | 3,534,891 | |||||||
Proceeds from sale of stock | $ 415,000 | $ 417,500 | ||||||||||
Warrants to purchase shares of common stock | 1,025,001 | 2,649 | ||||||||||
Warrant to purchase of common stock exercise price | $ 0.0001 | |||||||||||
Securities purchase agreement, description | (1) an aggregate of 3,900,000 shares of the Company's common stock, par value $0.0001 per share, (2) Pre-Funded Warrants to purchase an aggregate of 4,100,000 shares of Company common stock with an exercise price of $0.0001 and a five-year life, (3) Series A Warrants to purchase 8,000,000 shares of Company common stock with an exercise price of $0.25 per share, subject to anti-dilution and other adjustment as described below, and a term of five years, and (4) Series B Warrants to purchase up to a maximum of 17,000,000 shares of Company common stock, subject to adjustment as described below, at a fixed exercise price of $0.0001. | |||||||||||
Employee Stock Option [Member] | ||||||||||||
Shareholders' Deficit (Textual) | ||||||||||||
Recognized expenses | $ 24,017 | $ 28,362 | $ 86,054 | $ 33,524 | ||||||||
Unrecognized stock compensation | 71,850 | 71,850 | ||||||||||
Stock based compensation recognized for grants | $ 69,128 | $ 17,814 | $ 10,534 | $ 11,369 | ||||||||
Minimum [Member] | ||||||||||||
Shareholders' Deficit (Textual) | ||||||||||||
Expected life (in years) | 3 years | 3 years | ||||||||||
Expected volatility rate | 119.34% | 261.18% | ||||||||||
Minimum [Member] | Private Placement [Member] | ||||||||||||
Shareholders' Deficit (Textual) | ||||||||||||
Warrant to purchase of common stock exercise price | $ 0.15 | $ 0.25 | $ 0.15 | $ 0.25 | $ 0.15 | |||||||
Maximum [Member] | ||||||||||||
Shareholders' Deficit (Textual) | ||||||||||||
Expected life (in years) | 5 years | 5 years | ||||||||||
Expected volatility rate | 212.98% | 308.60% | ||||||||||
Maximum [Member] | Private Placement [Member] | ||||||||||||
Shareholders' Deficit (Textual) | ||||||||||||
Warrant to purchase of common stock exercise price | $ 0.45 | $ 0.50 | $ 0.45 | $ 0.50 | $ 0.45 | |||||||
Common Stock [Member] | ||||||||||||
Shareholders' Deficit (Textual) | ||||||||||||
Common shares, issued | 429,737 | 429,737 | 114,080 | |||||||||
Recognized expenses | $ 65,666 | $ 37,961 | ||||||||||
Net proceeds from issuance of common stock | 825,616 | $ 328,003 | ||||||||||
Obligated to issue shares of common stock | $ 166,667 | $ 0 | ||||||||||
Common Stock [Member] | Employee Equity Incentives Plans [Member] | ||||||||||||
Shareholders' Deficit (Textual) | ||||||||||||
Common shares, issued | 15,503,680 | |||||||||||
Series A and Series B Warrants [Member] | ||||||||||||
Shareholders' Deficit (Textual) | ||||||||||||
Warrants to purchase shares of common stock | 1,360,000 | |||||||||||
Loss on change in fair value of derivative liabilities | $ 385,856 | |||||||||||
Warrant [Member] | ||||||||||||
Shareholders' Deficit (Textual) | ||||||||||||
Issued warrants | 1,805,001 | 27,537,107 | ||||||||||
Risk-free interest rate, minimum | 1.66% | 2.32% | ||||||||||
Risk-free interest rate, maximum | 2.52% | 2.83% | ||||||||||
Risk-free interest rate | 2.77% | |||||||||||
Expected life (in years) | 5 years | |||||||||||
Expected volatility rate | 288.00% | |||||||||||
Expected dividend yield | $ 0 | $ 0 | ||||||||||
Aggregate grant date fair value of warrants issued | $ 477,097 | $ 4,659,141 | ||||||||||
Placement agent warrants issued | 640,000 | |||||||||||
Warrants, description | (1) because the Series A Warrants were not settled at a fixed price, these instruments did not qualify for equity classification and were recorded as derivative financial instruments with an inception date fair value of $1,984,722, (2) because the Series B Warrants were not settled into a fixed number of shares, these instruments did not qualify for equity classification and were recorded as derivative financial instruments with an inception date fair value of $412,794, (3) the Pre-Funded Warrants were settled into a fixed number of shares at a fixed price and were classified as equity with an inception date fair value of $942,988. | |||||||||||
Series B Warrants [Member] | ||||||||||||
Shareholders' Deficit (Textual) | ||||||||||||
Warrants to purchase shares of common stock | 3,534,891 | |||||||||||
Derivative liabilities | 711,692 | |||||||||||
Series A Warrants [Member] | ||||||||||||
Shareholders' Deficit (Textual) | ||||||||||||
Derivative liabilities | $ 2,071,680 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) | Sep. 30, 2019USD ($) |
2019 (October through December) | $ 91,915 |
2020 | 239,479 |
2021 | 75,019 |
2022 | 28,443 |
2023 | |
Total lease payments | 434,856 |
Less interest | (76,350) |
Present value of lease liabilities | 358,506 |
Operating Leases [Member] | |
2019 (October through December) | 87,328 |
2020 | 234,892 |
2021 | 75,019 |
2022 | 28,443 |
2023 | |
Total lease payments | 425,682 |
Less interest | (76,037) |
Present value of lease liabilities | 349,645 |
Capital Lease Obligations [Member] | |
2019 (October through December) | 4,587 |
2020 | 4,587 |
2021 | |
2022 | |
2023 | |
Total lease payments | 9,174 |
Less interest | (313) |
Present value of lease liabilities | $ 8,861 |
Segment Reporting (Details)
Segment Reporting (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Apr. 12, 2019 | Dec. 31, 2018 | |
Revenue | ||||||
Patient service revenue, net | $ 1,172,561 | $ 539,625 | $ 2,845,941 | $ 1,751,584 | ||
Cost of services | 287,274 | 608,877 | ||||
Gross profit | 885,287 | 539,625 | 2,237,064 | 1,751,584 | ||
Operating Expenses | ||||||
Salaries and benefits | 787,377 | 603,510 | 2,084,420 | 1,782,509 | ||
General and administrative | 888,621 | 896,754 | 2,441,427 | 2,024,165 | ||
Depreciation and amortization | 24,980 | 5,744 | 48,345 | 17,802 | ||
Total Operating Expenses | 1,700,978 | 1,506,008 | 4,574,192 | 3,824,476 | ||
Loss from operations | (815,691) | (966,383) | (2,337,128) | (2,072,892) | ||
Other Segment Information | ||||||
Interest expense | 69,562 | 58,655 | 176,229 | 150,008 | ||
Loss on extinguishment of debt | 4,904 | (66,469) | (62,459) | (374,828) | ||
Financing cost | 12,009 | 623,216 | 133,244 | 1,063,721 | ||
Amortization of original issue and debt discounts on convertible notes | 362,728 | 234,584 | 841,725 | 633,982 | ||
Change in fair value of debt | 28,885 | 22,101 | 88,991 | 105,499 | ||
Change in fair value of derivative financial instruments | (158,691) | 238,330 | (574,205) | 200,165 | ||
Identifiable assets | 2,660,843 | 2,660,843 | $ 427,363 | |||
Goodwill | 71,866 | 71,866 | $ 71,866 | |||
Health Services [Member] | ||||||
Revenue | ||||||
Patient service revenue, net | 1,172,561 | 539,625 | 2,845,941 | 1,751,584 | ||
Cost of services | 287,274 | 608,877 | ||||
Gross profit | 885,287 | 539,625 | 2,237,064 | 1,751,584 | ||
Operating Expenses | ||||||
Salaries and benefits | 627,992 | 347,346 | 1,573,278 | 1,099,356 | ||
General and administrative | 313,481 | 214,442 | 862,864 | 630,901 | ||
Depreciation and amortization | 24,385 | 5,289 | 46,561 | 16,438 | ||
Total Operating Expenses | 965,858 | 567,077 | 2,482,703 | 1,746,695 | ||
Loss from operations | (80,571) | (27,452) | (245,639) | 4,889 | ||
Other Segment Information | ||||||
Interest expense | 5,165 | 5,596 | 17,010 | 17,298 | ||
Loss on extinguishment of debt | ||||||
Financing cost | ||||||
Amortization of original issue and debt discounts on convertible notes | ||||||
Change in fair value of debt | ||||||
Change in fair value of derivative financial instruments | ||||||
Identifiable assets | 2,579,744 | 2,579,744 | 184,912 | |||
Goodwill | 71,866 | 71,866 | ||||
Digital Healthcare [Member] | ||||||
Revenue | ||||||
Patient service revenue, net | ||||||
Cost of services | ||||||
Gross profit | ||||||
Operating Expenses | ||||||
Salaries and benefits | 159,385 | 256,164 | 511,142 | 683,153 | ||
General and administrative | 575,140 | 682,312 | 1,578,563 | 1,393,264 | ||
Depreciation and amortization | 595 | 455 | 1,784 | 1,364 | ||
Total Operating Expenses | 735,120 | 938,931 | 2,091,489 | 2,077,781 | ||
Loss from operations | (735,120) | (938,931) | (2,091,489) | (2,077,781) | ||
Other Segment Information | ||||||
Interest expense | 64,397 | 53,059 | 159,219 | 132,710 | ||
Loss on extinguishment of debt | (4,904) | 66,469 | 62,459 | 374,828 | ||
Financing cost | 12,009 | 623,216 | 133,244 | 1,063,721 | ||
Amortization of original issue and debt discounts on convertible notes | 362,728 | 234,584 | 841,725 | 633,982 | ||
Change in fair value of debt | 28,885 | 22,101 | 88,991 | 105,499 | ||
Change in fair value of derivative financial instruments | (158,691) | $ 238,330 | (574,205) | $ (200,165) | ||
Identifiable assets | 81,099 | 81,099 | 242,451 | |||
Goodwill |
Segment Reporting (Details Text
Segment Reporting (Details Textual) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($)Segments | Sep. 30, 2018USD ($) | |
Segment Reporting (Textual) | ||||
Number of reportable segments | Segments | 2 | |||
Healthlynked [Member] | ||||
Segment Reporting (Textual) | ||||
Subscription revenue billed and paid | $ | $ 1,164 | $ 6,888 | $ 5,075 | $ 13,776 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Total | $ 1,892,201 | $ 1,892,201 | |||
Fair value on a recurring basis | 129,806 | $ (260,431) | 485,214 | $ (305,664) | $ 1,784,726 |
Notes payable to related party [Member] | |||||
Fair value on a recurring basis | 216,086 | 203,971 | |||
Convertible Notes Payable [Member] | |||||
Fair value on a recurring basis | 849,455 | 780,315 | |||
Derivative Financial Instruments, Liabilities [Member] | |||||
Fair value on a recurring basis | 826,660 | 800,440 | |||
Fair Value, Inputs, Level 3 [Member] | |||||
Total | 1,892,201 | 1,892,201 | 1,784,726 | ||
Fair Value, Inputs, Level 3 [Member] | Notes payable to related party [Member] | |||||
Total | 216,086 | 216,086 | 203,971 | ||
Fair value on a recurring basis | (5,986) | (821) | (18,070) | (8,801) | |
Fair Value, Inputs, Level 3 [Member] | Convertible Notes Payable [Member] | |||||
Total | 849,455 | 849,455 | 780,315 | ||
Fair value on a recurring basis | (22,899) | (21,280) | (70,921) | (96,698) | |
Fair Value, Inputs, Level 3 [Member] | Derivative Financial Instruments, Liabilities [Member] | |||||
Total | 826,660 | 826,660 | $ 800,440 | ||
Fair value on a recurring basis | 158,691 | (238,330) | 574,205 | (200,165) | |
Fair Value, Inputs, Level 2 [Member] | |||||
Total | |||||
Fair Value, Inputs, Level 2 [Member] | Notes payable to related party [Member] | |||||
Total | |||||
Fair Value, Inputs, Level 2 [Member] | Convertible Notes Payable [Member] | |||||
Total | |||||
Fair Value, Inputs, Level 2 [Member] | Derivative Financial Instruments, Liabilities [Member] | |||||
Total | |||||
Fair Value, Inputs, Level 1 [Member] | |||||
Total | |||||
Fair Value, Inputs, Level 1 [Member] | Notes payable to related party [Member] | |||||
Total | |||||
Fair Value, Inputs, Level 1 [Member] | Convertible Notes Payable [Member] | |||||
Total | |||||
Fair Value, Inputs, Level 1 [Member] | Derivative Financial Instruments, Liabilities [Member] | |||||
Total |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Nov. 06, 2019 | Oct. 30, 2019 | Oct. 29, 2019 | Oct. 22, 2019 | Oct. 08, 2019 | Oct. 01, 2019 | Oct. 14, 2019 | Sep. 30, 2019 | Sep. 30, 2019 | Nov. 05, 2019 | Oct. 31, 2019 |
Subsequent Events (Textual) | |||||||||||
Face value | $ 2,328,752 | $ 2,328,752 | |||||||||
Principal amount | $ 43,000 | $ 324,500 | |||||||||
Common shares | 330,892 | 3,583,715 | |||||||||
Subsequent Event [Member] | July 2018 Private Placement [Member] | |||||||||||
Subsequent Events (Textual) | |||||||||||
Shares issued common stock | 745,757 | ||||||||||
Proceeds from cash received | $ 75 | ||||||||||
Subsequent Event [Member] | Investment Agreement [Member] | |||||||||||
Subsequent Events (Textual) | |||||||||||
Proceeds from cash received | $ 62,294 | ||||||||||
Share issuance exchange of agreement | 411,565 | ||||||||||
Securities Purchase Agreement [Member] | Subsequent Event [Member] | Convertible Notes Payable $103k - November [Member] | |||||||||||
Subsequent Events (Textual) | |||||||||||
Accrued interest total payment | $ 133,900 | ||||||||||
Fee for net proceeds | $ 125,000 | ||||||||||
Net proceeds | $ 100,000 | ||||||||||
Interest rate | 10.00% | ||||||||||
Default interest rate | 22.00% | ||||||||||
Mature date | Aug. 15, 2020 | ||||||||||
Beneficial ownership, percentage | 4.99% | ||||||||||
Conversion price per share, percentage | 39.00% | ||||||||||
Outstanding principal and interest, percentage | 300.00% | ||||||||||
Percentage of outstanding principal and any interest incase of a default | 150.00% | ||||||||||
Face value | $ 103,000 | ||||||||||
Securities Purchase Agreement [Member] | Subsequent Event [Member] | Convertible Notes Payable ($209,000) - April 2019 [Member] | |||||||||||
Subsequent Events (Textual) | |||||||||||
Shares issued common stock | 1,176,189 | ||||||||||
Accrued interest total payment | $ 5,768 | $ 142,500 | |||||||||
Face value | 104,500 | $ 104,500 | |||||||||
Principal amount | $ 104,500 | ||||||||||
Subsequent event, description | On October 14, 2019, the holders of the $209k Notes agreed to forbear their right to convert such notes until October 31, 2019. The conversion right became effective as of October 11, 2019. In exchange for the conversion forbearance, the Company incurred fees of $65,550, which were added to the principal of the $209k Notes that are scheduled to mature on April 11, 2020. | ||||||||||
Securities Purchase Agreement [Member] | Subsequent Event [Member] | Convertible Notes Payable ($128,500 ) - October 2019 [Member] | |||||||||||
Subsequent Events (Textual) | |||||||||||
Fee for net proceeds | $ 3,500 | ||||||||||
Net proceeds | $ 3,500 | ||||||||||
Interest rate | 10.00% | ||||||||||
Default interest rate | 18.00% | ||||||||||
Mature date | Oct. 30, 2020 | ||||||||||
Beneficial ownership, percentage | 4.99% | ||||||||||
Conversion price per share, percentage | 39.00% | ||||||||||
Outstanding principal and interest, percentage | 200.00% | ||||||||||
Percentage of outstanding principal and any interest incase of a default | 150.00% | ||||||||||
Face value | $ 128,500 | ||||||||||
Securities Purchase Agreement [Member] | Subsequent Event [Member] | Convertible Notes Payable ($108,947) - October 2019 [Member] | |||||||||||
Subsequent Events (Textual) | |||||||||||
Fee for net proceeds | 8,947 | ||||||||||
Net proceeds | $ 100,000 | ||||||||||
Interest rate | 10.00% | ||||||||||
Default interest rate | 22.00% | ||||||||||
Mature date | Oct. 30, 2020 | ||||||||||
Beneficial ownership, percentage | 4.99% | ||||||||||
Conversion price per share, percentage | 25.00% | ||||||||||
Outstanding principal and interest, percentage | 300.00% | ||||||||||
Percentage of outstanding principal and any interest incase of a default | 150.00% | ||||||||||
Face value | $ 108,947 | ||||||||||
Securities Purchase Agreement [Member] | Subsequent Event [Member] | Convertible Notes Payable ($103,000) - October 2019 [Member] | |||||||||||
Subsequent Events (Textual) | |||||||||||
Accrued interest total payment | $ 135,099 | ||||||||||
Fee for net proceeds | $ 3,000 | ||||||||||
Interest rate | 10.00% | ||||||||||
Beneficial ownership, percentage | 4.99% | ||||||||||
Outstanding principal and interest, percentage | 300.00% | ||||||||||
Percentage of outstanding principal and any interest incase of a default | 150.00% | ||||||||||
Face value | $ 103,000 | ||||||||||
Securities Purchase Agreement [Member] | Subsequent Event [Member] | Convertible Notes Payable ($103,000) - October 2018 [Member] | |||||||||||
Subsequent Events (Textual) | |||||||||||
Net proceeds | $ 100,000 | ||||||||||
Default interest rate | 22.00% | ||||||||||
Mature date | Aug. 15, 2020 | ||||||||||
Conversion price per share, percentage | 39.00% | ||||||||||
Securities Purchase Agreement [Member] | Subsequent Event [Member] | Convertible Notes Payable ($142,500) - October 2018 [Member] | |||||||||||
Subsequent Events (Textual) | |||||||||||
Fee for net proceeds | $ 7,500 | ||||||||||
Net proceeds | $ 135,000 | ||||||||||
Interest rate | 10.00% | ||||||||||
Default interest rate | 20.00% | ||||||||||
Mature date | Oct. 1, 2020 | ||||||||||
Beneficial ownership, percentage | 4.99% | ||||||||||
Conversion price per share, percentage | 39.00% | ||||||||||
Outstanding principal and interest, percentage | 125.00% | ||||||||||
Percentage of outstanding principal and any interest incase of a default | 49.00% | ||||||||||
Face value | $ 142,500 |