Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Mar. 15, 2019 | Jun. 30, 2018 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | True Nature Holding, Inc. | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 32,023,229 | ||
Entity Public Float | $ 1,954,399 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0000802257 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2018 | ||
Document Fiscal Year Focus | 2018 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Shell Company | false | ||
Entity Ex Transition Period | true |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets | ||
Cash and cash equivalents | $ 1,304 | $ 0 |
Prepaid expenses | 2,500 | 0 |
Total current assets | 3,804 | 0 |
Total Assets | 3,804 | 0 |
Current liabilities | ||
Accounts payable | 794,466 | 766,356 |
Accrued liabilities | 117,085 | 147,894 |
Due to related parties | 13,948 | 91,066 |
Accrued interest | 60,381 | 50,665 |
Notes payable | 30,000 | 0 |
Convertible notes payable, net of discount of $86,520 and $0 | 247,590 | 60,000 |
Convertible note payable, in default | 196,270 | 196,270 |
Note payable, related party – current portion | 75,000 | 75,000 |
Total current liabilities | 1,534,740 | 1,387,251 |
Note payable, related party – non-current portion | 123,000 | 0 |
Total Liabilities | 1,657,740 | 1,387,251 |
Commitments and contingencies | ||
Stockholders' equity (deficit) | ||
Preferred stock, $0.01 par value, 10,000,000 shares authorized, no shares issued or outstanding as of December 31, 2018 and 2017 | 0 | 0 |
Common stock, $0.01 par value, 500,000,000 shares authorized, 31,598,236 and 18,930,874 shares issued and outstanding as of December 31, 2018 and 2017 | 315,982 | 189,309 |
Additional paid-in capital | 5,684,208 | 4,659,713 |
Stock payable | 37,186 | 39,886 |
Accumulated deficit | (7,691,312) | (6,276,159) |
Total (deficiency in) stockholders' equity (deficit) | (1,653,936) | (1,387,251) |
Total liabilities and stockholders' equity | $ 3,804 | $ 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Convertible notes payable, discount (in Dollars) | $ 86,520 | $ 0 |
Preferred stock, par value (in Dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in Dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 31,598,236 | 18,930,874 |
Common stock, shares outstanding | 31,598,236 | 18,930,874 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Revenue | $ 0 | $ 0 |
Operating expenses: | ||
General and administrative | 1,315,663 | 699,957 |
Total operating expenses | 1,315,663 | 699,957 |
Net Operating Loss | (1,315,663) | (699,957) |
Other income (expense): | ||
Interest expense | (66,630) | (54,088) |
Gain (loss) on conversion of liabilities | (32,860) | 0 |
Total other expense | (99,490) | (54,088) |
Loss before provision for income taxes | (1,415,153) | (754,045) |
Provision for income taxes | 0 | 0 |
Net loss | $ (1,415,153) | $ (754,045) |
Net loss per share - basic (in Dollars per share) | $ (0.06) | $ (0.04) |
Net loss per share - diluted (in Dollars per share) | $ (0.06) | $ (0.04) |
Weighted average shares outstanding - basic (in Shares) | 25,101,167 | 17,766,522 |
Weighted average shares outstanding - diluted (in Shares) | 25,101,167 | 17,766,522 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders’ Deficit - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Stock Payable [Member] | Retained Earnings [Member] | Total |
Balance, Value at Dec. 31, 2016 | $ 174,367 | $ 4,261,748 | $ 20,000 | $ (5,522,114) | $ (1,065,999) |
Balance Share (in Shares) at Dec. 31, 2016 | 17,436,666 | ||||
Stock issued for cash | $ 2,500 | 44,500 | 47,000 | ||
Stock issued for cash (in Shares) | 250,000 | ||||
Stock issued for services | $ 21,136 | 222,462 | 17,936 | 0 | $ 261,534 |
Stock issued for services (in Shares) | 2,113,637 | 2,113,637 | |||
Stock issued for extension of debt | $ 650 | 8,173 | 1,950 | 0 | $ 10,773 |
Stock issued for extension of debt (in Shares) | 65,000 | ||||
Common stock issued for conversion of accounts payable or accrued interest | $ 12,156 | 96,830 | $ 108,986 | ||
Common stock issued for conversion of accounts payable or accrued interest (in Shares) | 1,215,571 | 65,000 | |||
Imputed interest | 4,500 | $ 4,500 | |||
Stock returned for cancellation by prior officer | $ (21,500) | 21,500 | 0 | ||
Stock returned for cancellation by prior officer (in Shares) | (2,150,000) | ||||
Net loss | 0 | (754,045) | (754,045) | ||
Balance, Value at Dec. 31, 2017 | $ 189,309 | 4,659,713 | 39,886 | (6,276,159) | $ (1,387,251) |
Balance Share (in Shares) at Dec. 31, 2017 | 18,930,874 | 18,930,874 | |||
Stock issued for services | $ 61,494 | 396,743 | (2,700) | $ 455,537 | |
Stock issued for services (in Shares) | 6,149,420 | 6,149,420 | |||
Common stock issued for conversion of accounts payable or accrued interest | $ 65,179 | 544,658 | $ 609,837 | ||
Common stock issued for conversion of accounts payable or accrued interest (in Shares) | 6,517,942 | 150,000 | |||
Imputed interest | 9,000 | $ 9,000 | |||
Discount on convertible debt | 74,095 | 74,095 | |||
Net loss | (1,415,153) | (1,415,153) | |||
Balance, Value at Dec. 31, 2018 | $ 315,982 | $ 5,684,208 | $ 37,186 | $ (7,691,312) | $ (1,653,936) |
Balance Share (in Shares) at Dec. 31, 2018 | 31,598,236 | 31,598,236 |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (1,415,153) | $ (754,045) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Shares issued for extension of note payable | 0 | 10,773 |
Imputed interest | 9,000 | 4,500 |
Amortization of discount on notes payable | 13,449 | 0 |
Stock based compensation | 455,537 | 261,534 |
Loss on conversion of payables to stock | 29,023 | 0 |
Changes in assets and liabilities: | ||
Prepaid expenses | 27,500 | 1,875 |
Accounts payable | 452,487 | 286,113 |
Accrued liabilities | 125,627 | 63,406 |
Due to related parties | 45,882 | 59,200 |
Accrued interest | 9,716 | 19,644 |
Net cash provided by (used in) operating activities | (246,932) | (47,000) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from notes payable, net of payments to vendors | 276,000 | 0 |
Principal payments on notes payable | (27,764) | 0 |
Sale of common stock, net of issuance costs | 0 | 47,000 |
Net cash provided by financing activities | 248,236 | 47,000 |
Net increase (decrease) in cash and cash equivalents | 1,304 | 0 |
Cash and cash equivalents at beginning of period | 0 | 0 |
Cash and cash equivalents at end of period | 1,304 | 0 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Interest paid | 2,236 | 0 |
Income taxes paid | 0 | 0 |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Common stock issued for satisfaction of payables | 424,377 | 108,986 |
Common stock issued for accrued compensation | 156,436 | 0 |
Note payable issued to related party | 123,000 | 75,000 |
Debt discounts due to issuance of warrants | 74,095 | 0 |
Consulting fees prepaid with note payable | 30,000 | 0 |
Par value of shares returned for cancellation | $ 0 | $ 21,500 |
Note 1 - Organization, Basis of
Note 1 - Organization, Basis of Presentation and Nature of Operations | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure Text Block [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | Note 1 – Organization, Basis of Presentation and Nature of Operations True Nature Holding, Inc. (the “Company” or “True Nature”), previously known as Trunity Holdings, Inc., became a publicly-traded company through a reverse merger with Brain Tree International, Inc., a Utah corporation (“BTI”). BTI was incorporated on July 26, 1983 to specialize in the development of high technology products or applications including, but not limited to, electronics, computerized technology, new technological product fields, and precious metals. Trunity Holdings, Inc. was the parent company of the prior educational business, named Trunity, Inc., which was formed on July 28, 2009 through the acquisition of certain intellectual property by its three founders. True Nature Holding, Inc. is a corporation organized under the laws of the state of Delaware with principal offices located in Atlanta, Georgia. On January 16, 2016, the Company effected a reverse split of 1 for 101, such that all holders of 101 shares of common stock issued and outstanding prior to the effective date of the reverse split would own 1 share of common stock upon the effect date of the reverse split. In addition, the Company amended its Articles of Incorporation (i) to increase its authorized capital stock to 510,000,000 shares which consists of 500,000,000 shares of common stock, par value $0.01 per share, and 10,000,000 shares of preferred stock, par value $0.01 per share and (ii) to change its name from Trunity Holdings, Inc. to True Nature Holding, Inc. (there was no change in the stock symbol “TNTY”). The accompanying consolidated financial statements include the accounts of True Nature Holding, Inc. as December 31, 2018 and 2017. |
Note 2 - Summary of Significant
Note 2 - Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | Note 2 – Summary of Significant Accounting Policies Basis of Accounting Use of Estimates - Cash - Revenue Recognition – Under Topic 606, revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. We determine revenue recognition through the following steps: ● identification of the contract, or contracts, with a customer; ● identification of the performance obligations in the contract; ● determination of the transaction price; ● allocation of the transaction price to the performance obligations in the contract; and ● recognition of revenue when, or as, we satisfy a performance obligation. Stock-Based Compensation – Equity instruments issued to other than employees are recorded on the basis of the fair value of the instruments. In general, the measurement date is when either a (a) performance commitment, as defined, is reached or (b) the earlier of (i) the non-employee performance is complete or (ii) the instruments are vested. The measured value related to the instruments is recognized over a period based on the facts and circumstances of each particular grant. Convertible Instruments Common Stock Purchase Warrants – Stockholders ’ Equity – Per Share Data – The Company has excluded all common equivalent shares outstanding for warrants, options and convertible instruments to purchase common stock from the calculation of diluted net loss per share because all such securities are antidilutive for the periods presented. As of December 31, 2018, and 2017, the Company had 1,167,653 and 142,653 warrants outstanding. As of December 31, 2018 and 2017, the Company had 67,879 options outstanding. Income Taxes – Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company has determined that a valuation allowance is needed due to recent taxable net operating losses, the sale of profitable divisions and the limited taxable income in the carry back periods. The effect on deferred tax assets and liabilities of a change in tax rates is recognized as income or expense in the period that includes the enactment date. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes and certain tax loss carryforwards, less any valuation allowance. The Company accounts for uncertain tax positions as required in that a position taken or expected to be taken in a tax return is recognized in the consolidated financial statements when it is more likely than not (i.e., a likelihood of more than fifty percent) that the position would be sustained upon examination by tax authorities. A recognized tax position is then measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. The Company does not have any material unrecognized tax benefits. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as components of interest expense and other expense, respectively, in arriving at pretax income or loss. The Company does not have any interest and penalties accrued. The Company is generally no longer subject to U.S. federal, state, and local income tax examinations for the years before 2012. Business Combinations – ● future expected cash flows from product sales, support agreements, consulting contracts, other customer contracts, and acquired developed technologies and patents; and ● discount rates utilized in valuation estimates. Unanticipated events and circumstances may occur that may affect the accuracy or validity of such assumptions, estimates or actual results. Additionally, any change in the fair value of the acquisition-related contingent consideration subsequent to the acquisition date, including changes from events after the acquisition date, such as changes in our estimates of relevant revenue or other targets, will be recognized in earnings in the period of the estimated fair value change. A change in fair value of the acquisition-related contingent consideration or the occurrence of events that cause results to differ from our estimates or assumptions could have a material effect on the consolidated financial position, statements of operations or cash flows in the period of the change in the estimate. Impairment of Long – Lived Assets - Financial Instruments and Fair Values – Level 1 – inputs include exchange quoted prices for identical instruments and are the most observable. Level 2 – inputs include brokered and/or quoted prices for similar assets and observable inputs such as interest rates. Level 3 – inputs include data not observable in the market and reflect management judgment about the assumptions market participants would use in pricing the asset or liability. The use of observable and unobservable inputs and their significant in measuring fair value are reflected in our hierarchy assessment. The carrying amount of cash, prepaid assets, accounts payable and accrued liabilities approximates fair value due to the short-term maturities of these instruments. Because cash and cash equivalents are readily liquidated, management classifies these values as Level 1. The fair value of the debentures approximate their book value as the instruments are short-term in nature and contain market rates of interest. Because there is no ready market or observable transactions, management classifies the debentures as Level 3. Recently Issued Accounting Standards In August 2016, the Financial Accounting Standards Board (the “FASB”) issued ASU 2016-15, Statement of Cash Flows (Topic 230). In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment In May 2017, the FASB issued ASU No. 2017-09, Stock Compensation - Scope of Modification Accounting There are various other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company’s consolidated financial position, results of operations or cash flows. |
Note 3 - Related Party Transact
Note 3 - Related Party Transactions | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | Note 3 – Related Party Transactions For the Year Ended December 31, 2017: During the year ended December 31, 2017, the Company raised gross proceeds of $47,000 through the sale of 250,000 restricted shares of common stock to a new member of the Board of Directors at a price of $0.157 per share. During the year ended December 31, 2017, the Company issued 1,533,571 restricted shares of the Company’s common stock valued at $179,024 in exchange for services conducted on behalf of the Company by related parties. The Company also has accrued liabilities to related parties in the amount of $147,894 representing accrued compensation, $91,066 due to related parties for services provided and a note payable to a related party in the amount of $75,000. Interest expense in the amount of $4,500 was imputed on this note payable during the year ended December 31, 2017 (see Note 5). For the Year Ended December 31, 2018: On January 29, 2018, the Company converted outstanding accounts payable due to an investor in the amount of $54,815 into 527,064 restricted shares of the Company’s common stock. The cost to the Company for this issuance is $54,815, based on the closing price on the date of issuance. As the conversion amount equals the share value, no gain or loss was recorded. On January 29, 2018, the Company converted accrued officer compensation in the amount of $93,333 into 897,432 restricted shares of the Company’s common stock. The cost to the Company for this issuance is $93,333, based on the closing price on the date of issuance. As the conversion amount equals the share value, no gain or loss was recorded. On April 23, 2018, the Company issued 600,000 shares of common stock with a value of $48,000 to an investor, and an additional 600,000 shares of common stock with a value of $48,000 to a not for profit entity at the request of the investor due to conversion of $96,000 of accounts payable, no gain or loss was recognized due to stock price matching the amount converted. On April 23, 2018, the Company issued 500,000 shares of common stock to its President, subject to certain vesting conditions: (i) 100,000 shares vest when the President has been employed 90 days from the effective date of the employment agreement; (ii) 100,000 shares vest when the President has been employed one year from the effective date of the employment agreement; (iii) 100,000 shares vest when the President has been employed two years from the effective date of the employment agreement; (iv) 100,000 shares vest when the Company completes a capital raise of $2,000,000; (v) 100,000 shares vest when the Company reports $20,000,000 in gross revenue. The Company valued the shares at the fair market value of $0.10 per share, or a total value of $50,000. During the three months ended June 30, 2018, the total amount of $13,740 was charged to operations pursuant to the various vesting conditions. On September 18, 2018, the Company accepted the resignation of its President, and 400,000 of these shares were forfeited. On June 13, 2018, the Company issued 100,000 shares of common stock with a fair value of $8,380 to its President as a bonus. On June 14, 2018, the Company issued 100,000 shares of common stock with a fair value of $9,000 to its Chairman of the Board of Directors as a bonus. Also, on June 14, 2018, the Company issued 100,000 shares of common stock with a fair value of $9,000 to a board member as a bonus. On June 14, 2018, the Company issued to an investor 1,100,000 shares of the Company’s common stock with a fair value of $95,700 for reimbursement of $60,000 of accrued expenses paid on behalf of the Company and for services provided. The Company recognized a loss on conversion of $35,700 due to share price exceeding the value of the stock granted. The Company accrued officer’s compensation during the six months ended June 30, 2018 in the amount of $50,000 and imputed interest expense of $4,500 on a note payable to a related party in the amount of $75,000 (see note 5). On July 24, 2018, the Company issued 312,499 shares of common stock with a fair value of $25,000 to its President for salary. On July 24, 2018, the Company issued 369,500 shares of common stock with a fair value of $29,560 to its Chief Operating Officer for accrued salary. On August 14, 2018, the Company issued to an investor 2,500,000 shares of the Company’s common stock with a fair value of $220,000 as compensation for consulting services provided. The Company also accrued $58,000 for additional consulting services provided by the investor. On September 24, 2018, the Company issued 100,000 shares of common stock with a fair value of $12,850 to each of two board members for services provided (a total of 200,000 shares of common with an aggregate fair value of $25,700). On October 3, 2018, the Company issued 100,000 shares of common stock with a fair value of $10,850 to a member of its advisory board. On October 15, 2018, the Company issued 600,000 shares of common stock subject to certain vesting provisions to its President and acting Chief Financial Officer. The Company recognized $37,147 as compensation expense for the portion of the shares vested during the period. On October 19, 2018, the Company committed to issued 100,000 shares of common stock with a fair value of $9,900 to a member of its advisory board. These shares were not issued at December 31, 2018, and the Company recorded the amount of $9,900 as stock subscribed. On November 3, 2018, the Company issued 100,000 shares of common stock with a fair value of $9,740 to a member of its advisory board. On November 26, 2018, the Company issued 84,420 shares of common stock with a fair value of $8,265 to a designee of an investor for consulting services. On November 27, 2018, the Company issued 500,000 shares of common stock with a fair value of $48,950 to a designee of an investor for consulting services. On November 27, 2018, the Company issued 100,000 shares of common stock with a fair value of $9,790 to a to a board member as compensation. On November 27, 2018, the Company issued 500,000 shares of common stock with certain vesting provisions to its Chief Executive Officer. The Company recognized $13,884 as compensation expense for the portion of the shares vested during the period. Also on November 27, 2018, the Company issued an additional 100,000 shares of common stock with a fair value of $469 to its Chief Executive Officer for services as a member of the board of directors. On December 19, 2018, the Company committed to issue 85,000 shares of common stock with a fair value of $2,513 to its board chairman in satisfaction of accrued compensation. |
Note 4 - Debt
Note 4 - Debt | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | Note 4 – Debt August 2014 Convertible Debentures (Series C) As part of the restructuring, all debentures issued by Trunity Holdings, Inc., to fund the former, educational business, were eligible to participate in a debt conversion; however, one debenture holder that was issued a Series C Convertible Debenture (the “Series C Debenture”) in August 2014 with an aggregate face value of $100,000 in exchange for the cancellation of Series B Convertible Debentures with a carrying value of $110,833 did not convert such debenture. The Series C Debenture accrues interest at an annual rate of 10%, matured November 2015, and is convertible into our common stock at a conversion rate of $20.20 per share. The holders of the Series C Debenture also received five-year warrants to acquire up to 4,950 shares post-split of common stock for an exercise price of $20.20 per share. The former educational business allocated the face value of the Series C Debenture to the warrants and the debentures based on its relative fair values, and allocated to the warrants, which was recorded as a discount against the Series C Debenture, with an offsetting entry to additional paid-in capital. The discount was fully expensed upon execution of the new debentures as debt extinguishment costs within discontinued operations. During the years ended December 31, 2018 and 2017, the Company accrued interest in the amount of $11,083 and $11,083, respectively, on the Series C Debenture. As of December 31, 2018, and 2017, the carrying value of this Series C Debenture was $110,833 and accrued interest expense of $46,587 and $35,504, respectively. The Series C Debenture is currently in default. November 2014 Convertible Debentures (Series D) As part of the restructuring all debentures issued by Trunity Holdings, Inc., to fund the former, educational business were eligible to participate in a debt conversion; however, one debenture holder that was issued a Series D Convertible Debenture (the “Series D Debenture”) in November 2014 with an aggregate face value of $10,000 in exchange for the cancellation of Series B Convertible Debenture with a carrying value of $11,333 did not participate in the debt conversion restructuring. The Series D Debenture accrues interest at an annual rate of 12%, matured November 2015, and is convertible into our common stock at a conversion rate of $16.67 per share. The holders of the Series D Debenture also received five-year warrants to acquire up to 495 shares of common stock for an exercise price of $20.20 per share on a post-split basis. The former educational business allocated the face value of the Series D Debenture to the warrants and the debentures based on their relative fair values, and allocated to the warrants, which was recorded as a discount against the Series D Debenture, with an offsetting entry to additional paid-in capital. The discount was fully expensed upon execution of the new debentures as debt extinguishment costs within discontinued operations. During the years ended December 31, 2018 and 2017, the Company accrued interest in the amount of $1,360 and $1,360, respectively, on the Series C Debenture. As of December 31, 2018, and 2017, the carrying value of the Series D Debenture was $11,333 and accrued interest expense of $5,661 and $4,301, respectively. The Series D Debenture is currently in default. March 2016 Convertible Note On March 18, 2016, the Company issued a 12% Convertible Promissory Note (the “Convertible Note A”) in the principal amount of $60,000 and a due date of September 16, 2016 to a lender. Pursuant to the terms of Convertible Note A, the Company is obligated to pay monthly installments of not less than $1,000 the first of each month commencing the month following the execution of this note until its full maturity on September 16, 2016 at which time the Company is obligated to repay the full principal amount of the Convertible Note. Convertible Note A is convertible by the holder at any time into shares of the Company’s common stock at an effective conversion price of $1.00 and throughout the duration of the Convertible Note A the holder has the right to participate in any and other financing the Company may engage in with the same terms and option as all other investors. The Company allocated the face value of Convertible Note A to the shares and the note based on relative fair values, and the amount allocated to the shares of $16,364 was recorded as a discount against the note, with an offsetting entry to additional paid-in capital. The discount was amortized to interest expense during the year ended December 31, 2016. During the year ended December 31, 2017, the Company issued an aggregate 65,000 shares of common stock with a value of $10,773 to the note holder for an extension of the term of the note and accrued interest; during the year ended December 31, 2018, the Company issued 150,000 shares of common stock to the note holder for an extension of the term of the note and accrued interest. During the years ended December 31, 2018 and 2017, the Company accrued interest expense in the amount of $7,200 and $7,200, respectively, on the Convertible Note A. At December 31, 2018, accrued interest on Convertible Note A was $1,479 and $10,860, respectively. Short term loan As a result of the acquisition of P3 Compounding of Georgia, LLC (“P3”) the Company had a short-term convertible note with a loan agency in the principal amount of $52,000 for the purchase of future sales and credit card receivables of P3. Under the terms of the receivable purchase agreement, the Company purchased an advance of $50,000 plus $2,000 for origination costs with a 10.5% daily interest rate to be repaid over 160 days at a repayment amount of $451.75 per day. Upon maturity, the total repayment amount will be $72,280. As of December 31, 2018, and 2017 the carrying value of this short-term loan was $74,104. No interest expense was charged on this loan during the twelve months ended December 31, 2018 or 2017. At December 31, 2018 and 2017, there was no accrued interest on this loan. This loan is currently in default. July 2017 Note On July 10, 2017, the Company negotiated the reclassification of $75,000 in accounts payable to a related party to a loan payable (the “July 2017 Note”). The July 2017 Note is due no later than 90 days after the receipt of a minimum of $1,000,000 of funding. The July 2017 Note bears no interest; however, if it is not paid by the due date, interest will accrue at the rate of 12% per year. During the years ended December 31, 2018 and 2017, the Company recorded imputed interest expense to a related party in the amount of $9,000 and $9,000 on the July 2017 Note; these amounts were charged to additional paid-in capital July 2018 RU Promissory Note On July 26, 2018, the Company entered into an agreement with Resources Unlimited NW LLC (“RU”) pursuant to which RU provides business development services to the Company for a period of six months. As compensation for these services, the Company issued RU 250,000 shares of common stock with a fair value of $20,000 and a six month note payable in the amount of $30,000 (the “RU Note”). The RU Note bears interest at the rate of 12% per year; principal and interest are due on January 26, 2019. During the year ended December 31, 2018, the Company accrued interest in the amount of $1,568 on the RU Note. Power Up Note 1 On July 5, 2018, the Company entered into a Securities Purchase Agreement with Power Up Lending Group Ltd. (“Power Up”) pursuant to which Power Up agreed to purchase a convertible promissory note (the “Power Up Note 1”) in the aggregate principal amount of $38,000. The Power Up Note entitles the holder to 12% interest per annum and matures on April 15, 2019. Under the Power Up Note 1, Power Up may convert all or a portion of the outstanding principal of the Power Up Note 1 into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Power Up Note 1, at a price equal to 61% of the average of the lowest two trading prices during the 15 trading day period ending on the last complete trading date prior to the date of conversion, provided, however, that Power Up may not convert the Power Up Note 1 to the extent that such conversion would result in beneficial ownership by Power Up and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock. If the Company prepays the Power Up Note 1 within 30 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 110%; if such prepayment is made between the 31st day and the 60th day after the issuance of the Power Up Note 1, then such redemption premium is 115%; if such prepayment is made from the sixty first 61st to the 90th day after issuance, then such redemption premium is 120%; and if such prepayment is made from the 91st to the 180th day after issuance, then such redemption premium is 125%. After the 180th day following the issuance of the Power Up Note 1, there shall be no further right of prepayment. The Company recorded an original issue discount in the amount of $3,000 in connection with the Power Up Note 1; $923 was amortized to interest expense during the year ended December 31, 2018. During the year ended December 31, 2018, the Company paid principal and accrued interest in the amount of $27,764 and $2,236, respectively, on the Power Up Note 1. The Company accrued interest in the amount of $2,236 on the Power Up Note 1 during the year ended December 31, 2018. Power Up Note 2 On August 10, 2018, the Company entered into a Securities Purchase Agreement with Power Up pursuant to which Power Up agreed to purchase a convertible promissory note (the “Power Up Note 2”) in the aggregate principal amount of $33,000. The Power Up Note 2 entitles the holder to 12% interest per annum and matures on May 14, 2019. Under the Power Up Note 2, Power Up may convert all or a portion of the outstanding principal of the Power Up Note 2 into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Power Up Note 2, at a price equal to 61% of the average of the lowest two trading prices during the 15 trading day period ending on the last complete trading date prior to the date of conversion, provided, however, that Power Up may not convert the Power Up Note 2 to the extent that such conversion would result in beneficial ownership by Power Up and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock. If the Company prepays the Power Up Note 2 within 30 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 110%; if such prepayment is made between the 31st day and the 60th day after the issuance of the Power Up Note 2, then such redemption premium is 115%; if such prepayment is made from the sixty first 61st to the 90th day after issuance, then such redemption premium is 120%; and if such prepayment is made from the 91st to the 180th day after issuance, then such redemption premium is 125%. After the 180th day following the issuance of the Power Up Note, there shall be no further right of prepayment. The Company recorded an original issue discount in the amount of $3,000 in connection with the Power Up Note 2; $939 was amortized to interest expense during the year ended December 31, 2018. The Company accrued interest in the amount of $1,562 on the Power Up Note 2 during the three months ended September 30, 2018. Power Up Note 3 On September 18, 2018, the Company entered into a Securities Purchase Agreement with Power Up pursuant to which Power Up agreed to purchase a convertible promissory note (the “Power Up Note 3”) in the aggregate principal amount of $38,000. The Power Up Note 3 entitles the holder to 12% interest per annum and matures on June 30, 2019. Under the Power Up Note 3, Power Up may convert all or a portion of the outstanding principal of the Power Up Note 3 into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Power Up Note 3, at a price equal to 61% of the average of the lowest two trading prices during the 15 trading day period ending on the last complete trading date prior to the date of conversion, provided, however, that Power Up may not convert the Power Up Note 3 to the extent that such conversion would result in beneficial ownership by Power Up and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock. If the Company prepays the Power Up Note 3 within 30 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 110%; if such prepayment is made between the 31st day and the 60th day after the issuance of the Power Up Note 3, then such redemption premium is 115%; if such prepayment is made from the sixty first 61st to the 90th day after issuance, then such redemption premium is 120%; and if such prepayment is made from the 91st to the 180th day after issuance, then such redemption premium is 125%. After the 180th day following the issuance of the Power Up Note 3, there shall be no further right of prepayment. The Company recorded an original issue discount in the amount of $3,000 in connection with the Power Up Note 3; $968 was amortized to interest expense during the year ended December 31, 2018. The Company accrued interest in the amount of $1,299 on Power Up Note 3 during the year ended December 31, 2018. Power Up Note 4 On November 9, 2018, the Company entered into a Securities Purchase Agreement with Power Up pursuant to which Power Up agreed to purchase a convertible promissory note (the “Power Up Note 4”) in the aggregate principal amount of $33,000. The Power Up Note 4 entitles the holder to 12% interest per annum and matures on August 31, 2019. Under the Power Up Note 4, Power Up may convert all or a portion of the outstanding principal of the Power Up Note 4 into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Power Up Note 4, at a price equal to 61% of the average of the lowest two trading prices during the 15 trading day period ending on the last complete trading date prior to the date of conversion, provided, however, that Power Up may not convert the Power Up Note 4 to the extent that such conversion would result in beneficial ownership by Power Up and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock. If the Company prepays the Power Up Note 4 within 30 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 110%; if such prepayment is made between the 31st day and the 60th day after the issuance of the Power Up Note 4, then such redemption premium is 115%; if such prepayment is made from the sixty first 61st to the 90th day after issuance, then such redemption premium is 120%; and if such prepayment is made from the 91st to the 180th day after issuance, then such redemption premium is 125%. After the 180th day following the issuance of the Power Up Note 4, there shall be no further right of prepayment. The Company recorded an original issue discount in the amount of $3,000 in connection with the Power Up Note 4; $531 was amortized to interest expense during the year ended December 31, 2018. The Company accrued interest in the amount of $564 on Power Up Note 4 during the year ended December 31, 2018. Auctus Note On November 26, 2018, the Company entered into a Securities Purchase Agreement with Auctus Fund, LLC (“Auctus”) pursuant to which Auctus agreed to purchase a convertible promissory note (the “Auctus Note”) in the principal amount of $125,000. The Auctus Note entitles the holder to 12% interest per annum and matures on August 26, 2019. Under the Auctus Note, Auctus may convert all or a portion of the outstanding principal of the Auctus Note into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Auctus Note, at a price equal to 55% of the lowest trading price during the 25 trading day period ending on the last complete trading date prior to the date of conversion, provided, however, that Auctus may not convert the Auctus Note to the extent that such conversion would result in beneficial ownership by Auctus and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock. If the Company prepays the Auctus Note within 90 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 135%; if such prepayment is made between the 91st day and the 180th day after the issuance of the Auctus Note, then such redemption premium is 150%. After the 180th day following the issuance of the Auctus Note, there shall be no further right of prepayment. In connection with the Auctus Note, the Company issued five year warrants to purchase 625,000 shares of the Company’s common stock at a price of $0.10 per share. The Company valued these warrants at $33,716, and recorded this amount as a discount to the Auctus Note and a credit to additional paid-in capital; $4,323 of this amount was amortized to interest expense during the year ended December 31, 2018. The Company also recorded an original issue discount in the amount of $13,500 in connection with the Auctus Note; $1,731 was amortized to interest expense during the year ended December 31, 2018. The Company accrued interest in the amount of $1,500 on the Auctus Note during the year ended December 31, 2018. Crown Bridge Note 1 On December 19, 2018, the Company entered into a Securities Purchase Agreement with Crown Bridge Partners, LLC (“Crown Bridge”) pursuant to which Crown Bridge agreed to purchase a convertible promissory note (the “Crown Bridge Note 1”) in the principal amount of $40,000. The Crown Bridge Note 1 entitles the holder to 12% interest per annum and matures on September 19, 2019. Under the Crown Bridge Note 1, Crown Bridge may convert all or a portion of the outstanding principal of the Crown Bridge Note 1 into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Crown Bridge Note 1, at a price equal to 55% of the lowest trading price during the 25 trading day period ending on the last complete trading date prior to the date of conversion, provided, however, that Crown Bridge may not convert the Crown Bridge Note 1 to the extent that such conversion would result in beneficial ownership by Crown Bridge and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock. If the Company prepays the Crown Bridge Note 1 within 90 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 135%; if such prepayment is made between the 91st day and the 180th day after the issuance of the Crown Bridge Note 1, then such redemption premium is 150%. After the 180th day following the issuance of the Crown Bridge Note 1, there shall be no further right of prepayment. In connection with the Crown Bridge Note 1, the Company issued five year warrants to purchase 400,000 shares of the Company’s common stock at a price of $0.10 per share. The Company valued these warrants at $34,500, and recorded this amount as a discount to the Crown Bridge Note 1 and a credit to additional paid-in capital; $1,511 of this amount was amortized to interest expense during the year ended December 31, 2018. The Company also recorded an original issue discount in the amount of $5,500 in connection with the Crown Bridge Note 1; $241 was amortized to interest expense during the year ended December 31, 2018. The Company accrued interest in the amount of $160 on the Crown Bridge Note 1 during the year ended December 31, 2018. Note Payable For Services On December 31, 2018, the Company entered into a note payable agreement with an investor for consulting services performed on behalf of the Company in the amount of $65,000 (the “Consulting Services Note”). The Consulting Services Note matures on March 21, 2020, and bears interest at the rate of 12% per annum. The Company recorded $21 in interest on the Consulting Services Note during the year ended December 31, 2018. Note Payable For Payments Made On December 31, 2018, the Company entered into a note payable agreement with an investor for payments of trade accounts payable made by the investor on behalf of the Company in the amount of $58,000 (the “Trade Payables Note”). The Trade Payables Note matures on March 21, , 2020, and bears interest at the rate of 12% per annum. The Company recorded $19 in interest on the Trade Payables Note during the year ended December 31, 2018. |
Note 5 - Stockholders' Deficit
Note 5 - Stockholders' Deficit | 12 Months Ended |
Dec. 31, 2018 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | Note 5 – Stockholders’ Deficit Sale of Common Stock - During the year ended December 31, 2018, the Company had no sales of common stock for cash. Shares Issued for Stock Based Compensation During the year ended December 31, 2018, the Company issued 6,149,420 restricted shares of the Company’s common stock valued at $455,537 in exchange for services conducted on behalf of the Company. The value of these shares was based on the closing market price on the respective date of grant. Shares Issued for Extension of Note Payable - During the year ended December 31, 2018, The Company also issued 150,000 shares of common stock with a fair value of $14,250 for the extension of a note payable and accrued interest. Shares issued for conversion of accounts payable During the year ended December 31, 2018, the Company issued 4,913,511 shares of common stock for the conversion of accounts payable in the amount of $453,402. Shares issued for accrued compensation - Stock returned for cancellation Imputed Interest Discount to Note Payable – |
Note 6 - Stock Options
Note 6 - Stock Options | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | Note 6 – Stock Options As of December 31, 2018 and 2017, unrecognized stock compensation expense related to unvested stock options under all Plans was $0. Total stock compensation expense recorded to selling, general and administrative expenses on the consolidated statements of operations and comprehensive for the fiscal year ended December 31, 2018 and 2017 related to the all Plans and options that vested during the period was $0. A summary of options issued, exercised and cancelled are as follows: Shares Weighted- Average Exercise Price ($) Weighted- Average Remaining Contractual Term Aggregate Intrinsic Value ($) Outstanding at December 31, 2017 67,879 $ 21.40 5.17 — Granted — — — — Cancelled — — — — Outstanding at December 31, 2018 67,879 $ 21.40 4.17 — Exercisable at December 31, 2018 67,879 $ 21.40 4.17 — |
Note 7 - Stock Warrants
Note 7 - Stock Warrants | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure Text Block Supplement [Abstract] | |
Shareholders' Equity and Share-based Payments [Text Block] | Note 7 – Stock Warrants Subsequent to the restructuring of the Company and the spin-out, the Company had warrants to purchase common stock outstanding that were not terminated and have continued as part of the operations as detailed below. The warrants were adjusted for a 1 for 101 stock split due to the spin-out and restructuring plan as authorized. All warrants outstanding as of December 31, 2018 are scheduled to expire at various dates through 2019. During the year ended December 31, 2018, the Company issued 1,025,000 five year warrants with an exercise price of $0.10 in connection with notes payable. The fair value of the warrants of $74,095 was recorded as a discount to the notes payable, and charged to additional paid-in capital during the year ended December 31, 2018. A summary of warrants issued, exercised and expired are as follows: Shares Weighted- Average Exercise Price ($) Weighted- Average Remaining Contractual Term Outstanding at December 31, 2016 142,653 $ 17.42 2.25 Granted - - - Expired - - - Outstanding at December 31, 2017 142,653 $ 17.42 1.25 Granted 1,025,000 $ 0.10 4.93 Expired - - - Outstanding at December 31, 2018 1,167,653 $ 2.18 4.36 Exercisable at December 31, 2018 1,167,653 $ 2.18 4.36 |
Note 8 - Income Taxes
Note 8 - Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | Note 8 – Income Taxes The Company accounts for income taxes under standards issued by the FASB. Under those standards, deferred tax assets and liabilities are recognized for future tax benefits or consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance is provided for significant deferred tax assets when it is more likely than not that such assets will not be realized through future operations. No provision for federal income taxes has been recorded due to the available net operating loss carry forwards of approximately $2,769,250 will expire in various years through 2035. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the future tax loss carry forwards. The actual income tax provisions differ from the expected amounts calculated by applying the statutory income tax rate to the Company’s loss before income taxes. The components of these differences are as follows at December 31, 2018 and December 31, 2017: 2018 2017 Net tax loss carry-forwards $ 2,769,250 $ 1,832,083 Statutory rate 21 % 21 % Expected tax recovery 581,543 384,737 Change in valuation allowance (581,543 ) (384,737 ) Income tax provision $ - $ - Components of deferred tax asset: Non capital tax loss carry forwards $ 581,543 $ 384,737 Less: valuation allowance (581,543 ) (384,737 ) Net deferred tax asset $ - $ - |
Note 9 - Commitments and Contin
Note 9 - Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | Note 9 – Commitments and Contingencies Legal National Council for Science and the Environment, Inc. This action was filed on December 16, 2015 by the National Council for Science and the Environment, Inc. (“NCSE”) in the state court in the District of Columbia against Trunity Holdings, Inc. (“Trunity”) and alleges claims for breach of contract. Acknowledgement of indebtedness and settlement agreement and quantum meruit arising out of an agreement entered into between NCSE and Trunity in 2014. The complaint seeks damages in the amount of $177,270, inclusive of attorney’s fees, costs and accrued interest, continuing interest in the amount of 12% per annum and attorney’s fees and costs of collection relating to the case. The Company, in its answer dated January 27, 2016, denied the material allegations made by NCSE, asserted a number of affirmative defenses and filed a counterclaim alleging claims for fraud, negligent misrepresentation, breach of fiduciary duty, breach of contract and unjust enrichment. In its counterclaim, the Company sought actual and compensatory damages against NCSE that it believes exceed the amount sought by NCSE on its claims, pre-judgment interest, punitive damages and all costs and expenses, including attorney’s fees, incurred by the Company in bringing its claims against NCSE. On September 23, 2016, the Company settled this obligation with an agreement to pay $48,500 to NCSE if paid by November 4, 2016, and $75,000 if paid later. The Company has not paid the amounts as of the date of this filing and has recorded the obligation at $75,000. Carlton Fields Jorden Burt, P.A. This action was filed on May 18, 2017 by a law firm that represented the Company prior to the spin-out of the educational software business in 2016 with the intent of collection past due invoices in the aggregate amount of $241,828. The Company believes it has strong defenses against any such action and anticipates a settlement upon completion of certain funding activities. The Company has recorded a liability in the amount of $241,828 on its balance sheet at December 31, 2018. 230 Commerce Way, LLC A former landlord of the Company has filed an action in New Hampshire to collect on rent from a list that existed prior to 2013. In January 2018 this action was settled by the spin out, Trunity, Inc. for a cash payment of $65,000. Trunity, Inc. The spin-out that now owns the former educational software business has been informed that they owe the Company from the obligations of the NCSE settlement, and the costs of the legal action. We intend to take all actions available to us to collect on these amounts. Randstad General Partner (US) LLC D/B/A Tatum A former service provider of the Company has filed an action in Georgia to collect the amount of $44,365 for services provided to the Company. On October 18, 2018, the Superior Court of Fulton County, State of George issued an Order & Final Judgment against the Company in the amount of $44,365 plus an additional $11,001 of accrued interest. The Company has accrued the amount of $55,366 on its balance sheet at December 31. 2018 in connection with this claim. |
Note 10 - Financial Condition a
Note 10 - Financial Condition and Going Concern | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Substantial Doubt about Going Concern [Text Block] | Note 10 – Financial Condition and Going Concern As of December 31, 2018, the Company had cash in the amount of $1,304, current liabilities of $1,534,740, and has incurred a loss from operations. True Nature Holding’s principal operation is the acquisition of compounding pharmacy companies. The Company’s activities are subject to significant risks and uncertainties, including failing to secure additional funding to execute its business plan. As a result of these factors, there is substantial doubt about the ability of the Company to continue as a going concern. The Company’s continuance is dependent on raising capital and generating revenues sufficient to sustain operations. The Company believes that the necessary capital will be raised and has entered into discussions to do so with certain individuals and companies. However, as of the date of these consolidated financial statements, no formal agreement exists. The accompanying consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts classified as liabilities that might be necessary should the Company be forced to take any such actions. |
Note 11 - Subsequent Events
Note 11 - Subsequent Events | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | Note 1 1 – Subsequent Events Issuance of Power Up Note 5 On January 2, 2019, the Company entered into a Securities Purchase Agreement with Power Up pursuant to which Power Up agreed to purchase a convertible promissory note (the “Power Up Note 5”) in the aggregate principal amount of $53,000. Payment of Power Up Note 1 On January 7, 2019 the Company fully paid and satisfied Power Up Note 1 which was issued July 5, 2018 in favor of Power Up in the original principal amount of $38,000. Payment in the amount of $26,366 was delivered to Power Up in cash, and no shares of Common Stock were issued in connection with the pay-off of Power Up Note 1. Cancellation of shares On January 23, 2019, the Company cancelled 400,000 shares of common stock issued to its previous Chief Financial Officer. Issuance of Power Up Note 6 On February 11, 2019, the Company entered into a Securities Purchase Agreement with Power Up pursuant to which Power Up agreed to purchase a convertible promissory note (the “Power Up Note 6”) in the aggregate principal amount of $48,000. Conversion of Convertible Note s On February 15, 2019, the Company issued 200,167 shares of common stock for the conversion of a note payable and accrued interest. On February 25, 2019, the Company issued 250,209 shares of common stock for the conversion of a note payable and accrued interest. On February 27, 2019, the Company issued 174,617 shares of common stock for the conversion of a note payable and accrued interest. Stock Issued for Services On March 1, 2019, the Company issued 100,000 shares of common stock to its President as compensation. On March 1, 2019, the Company issued 100,000 shares of common stock to its board chairman as compensation. Crown Bridge Note 2 On March 4, 2019, the Company entered into a Securities Purchase Agreement with Crown Bridge pursuant to which Crown Bridge agreed to purchase a convertible promissory note (the “Crown Bridge Note 2”) in the aggregate principal amount of $40,000. Appointment and Resignation of Mr. Mark Williams On January 4, 2019, the Board of Directors of the Company authorized, ratified and approved the appointment of Mr. Mark Williams as Chief Executive Officer of the Company, effective November 27, 2018. In March 2019, Mr. Williams resigned and is no longer in any position with the Company. Mr. James Crone, President, has assumed his responsibilities until further notice. We evaluated subsequent events after the balance sheet date through the date the financial statements were issued. We did not identify any additional material events or transactions occurring during this subsequent event reporting period that required further recognition or disclosure in these financial statements. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of Accounting |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates - |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash - |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition – Under Topic 606, revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. We determine revenue recognition through the following steps: ● identification of the contract, or contracts, with a customer; ● identification of the performance obligations in the contract; ● determination of the transaction price; ● allocation of the transaction price to the performance obligations in the contract; and ● recognition of revenue when, or as, we satisfy a performance obligation. |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Stock-Based Compensation – Equity instruments issued to other than employees are recorded on the basis of the fair value of the instruments. In general, the measurement date is when either a (a) performance commitment, as defined, is reached or (b) the earlier of (i) the non-employee performance is complete or (ii) the instruments are vested. The measured value related to the instruments is recognized over a period based on the facts and circumstances of each particular grant. |
Convertible Instruments, Policy [Policy Text Block] | Convertible Instruments |
Warrants, Policy [Policy Text Block] | Common Stock Purchase Warrants – |
Stockholders' Equity, Policy [Policy Text Block] | Stockholders ’ Equity – |
Earnings Per Share, Policy [Policy Text Block] | Per Share Data – The Company has excluded all common equivalent shares outstanding for warrants, options and convertible instruments to purchase common stock from the calculation of diluted net loss per share because all such securities are antidilutive for the periods presented. As of December 31, 2018, and 2017, the Company had 1,167,653 and 142,653 warrants outstanding. As of December 31, 2018 and 2017, the Company had 67,879 options outstanding. |
Income Tax, Policy [Policy Text Block] | Income Taxes – Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company has determined that a valuation allowance is needed due to recent taxable net operating losses, the sale of profitable divisions and the limited taxable income in the carry back periods. The effect on deferred tax assets and liabilities of a change in tax rates is recognized as income or expense in the period that includes the enactment date. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes and certain tax loss carryforwards, less any valuation allowance. The Company accounts for uncertain tax positions as required in that a position taken or expected to be taken in a tax return is recognized in the consolidated financial statements when it is more likely than not (i.e., a likelihood of more than fifty percent) that the position would be sustained upon examination by tax authorities. A recognized tax position is then measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. The Company does not have any material unrecognized tax benefits. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as components of interest expense and other expense, respectively, in arriving at pretax income or loss. The Company does not have any interest and penalties accrued. The Company is generally no longer subject to U.S. federal, state, and local income tax examinations for the years before 2012. |
Business Combinations Policy [Policy Text Block] | Business Combinations – ● future expected cash flows from product sales, support agreements, consulting contracts, other customer contracts, and acquired developed technologies and patents; and ● discount rates utilized in valuation estimates. Unanticipated events and circumstances may occur that may affect the accuracy or validity of such assumptions, estimates or actual results. Additionally, any change in the fair value of the acquisition-related contingent consideration subsequent to the acquisition date, including changes from events after the acquisition date, such as changes in our estimates of relevant revenue or other targets, will be recognized in earnings in the period of the estimated fair value change. A change in fair value of the acquisition-related contingent consideration or the occurrence of events that cause results to differ from our estimates or assumptions could have a material effect on the consolidated financial position, statements of operations or cash flows in the period of the change in the estimate. |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Impairment of Long – Lived Assets - |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Financial Instruments and Fair Values – Level 1 – inputs include exchange quoted prices for identical instruments and are the most observable. Level 2 – inputs include brokered and/or quoted prices for similar assets and observable inputs such as interest rates. Level 3 – inputs include data not observable in the market and reflect management judgment about the assumptions market participants would use in pricing the asset or liability. The use of observable and unobservable inputs and their significant in measuring fair value are reflected in our hierarchy assessment. The carrying amount of cash, prepaid assets, accounts payable and accrued liabilities approximates fair value due to the short-term maturities of these instruments. Because cash and cash equivalents are readily liquidated, management classifies these values as Level 1. The fair value of the debentures approximate their book value as the instruments are short-term in nature and contain market rates of interest. Because there is no ready market or observable transactions, management classifies the debentures as Level 3. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recently Issued Accounting Standards In August 2016, the Financial Accounting Standards Board (the “FASB”) issued ASU 2016-15, Statement of Cash Flows (Topic 230). In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment In May 2017, the FASB issued ASU No. 2017-09, Stock Compensation - Scope of Modification Accounting There are various other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company’s consolidated financial position, results of operations or cash flows. |
Note 6 - Stock Options (Tables)
Note 6 - Stock Options (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-based Compensation, Stock Options, Activity [Table Text Block] | A summary of options issued, exercised and cancelled are as follows: Shares Weighted- Average Exercise Price ($) Weighted- Average Remaining Contractual Term Aggregate Intrinsic Value ($) Outstanding at December 31, 2017 67,879 $ 21.40 5.17 — Granted — — — — Cancelled — — — — Outstanding at December 31, 2018 67,879 $ 21.40 4.17 — Exercisable at December 31, 2018 67,879 $ 21.40 4.17 — |
Note 7 - Stock Warrants (Tables
Note 7 - Stock Warrants (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure Text Block Supplement [Abstract] | |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | A summary of warrants issued, exercised and expired are as follows: Shares Weighted- Average Exercise Price ($) Weighted- Average Remaining Contractual Term Outstanding at December 31, 2016 142,653 $ 17.42 2.25 Granted - - - Expired - - - Outstanding at December 31, 2017 142,653 $ 17.42 1.25 Granted 1,025,000 $ 0.10 4.93 Expired - - - Outstanding at December 31, 2018 1,167,653 $ 2.18 4.36 Exercisable at December 31, 2018 1,167,653 $ 2.18 4.36 |
Note 8 - Income Taxes (Tables)
Note 8 - Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | The actual income tax provisions differ from the expected amounts calculated by applying the statutory income tax rate to the Company’s loss before income taxes. The components of these differences are as follows at December 31, 2018 and December 31, 2017: 2018 2017 Net tax loss carry-forwards $ 2,769,250 $ 1,832,083 Statutory rate 21 % 21 % Expected tax recovery 581,543 384,737 Change in valuation allowance (581,543 ) (384,737 ) Income tax provision $ - $ - Components of deferred tax asset: Non capital tax loss carry forwards $ 581,543 $ 384,737 Less: valuation allowance (581,543 ) (384,737 ) Net deferred tax asset $ - $ - |
Note 1 - Organization, Basis _2
Note 1 - Organization, Basis of Presentation and Nature of Operations (Details) - $ / shares | Jan. 16, 2016 | Dec. 31, 2018 | Dec. 31, 2017 |
Disclosure Text Block [Abstract] | |||
Stockholders' Equity, Reverse Stock Split | 1 for 101 | ||
Capital Stock, Share Authorized | 510,000,000 | ||
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 | |
Common Stock, Par or Stated Value Per Share (in Dollars per share) | $ 0.01 | $ 0.01 | |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 | |
Preferred Stock, Par or Stated Value Per Share (in Dollars per share) | $ 0.01 | $ 0.01 |
Note 2 - Summary of Significa_2
Note 2 - Summary of Significant Accounting Policies (Details) - shares | Jan. 16, 2016 | Dec. 31, 2018 | Dec. 31, 2017 |
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | |||
Stockholders' Equity, Reverse Stock Split | 1 for 101 | ||
Warrant [Member] | |||
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,167,653 | 142,653 | |
Employee Stock Option [Member] | |||
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 67,879 | 67,879 |
Note 3 - Related Party Transa_2
Note 3 - Related Party Transactions (Details) - USD ($) | Dec. 19, 2018 | Nov. 27, 2018 | Nov. 26, 2018 | Nov. 03, 2018 | Oct. 19, 2018 | Oct. 15, 2018 | Oct. 03, 2018 | Sep. 24, 2018 | Sep. 18, 2018 | Aug. 14, 2018 | Jul. 24, 2018 | Jun. 14, 2018 | Jun. 13, 2018 | Apr. 23, 2018 | Jan. 29, 2018 | Jun. 30, 2018 | Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Jul. 10, 2017 |
Note 3 - Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||
Proceeds from Issuance or Sale of Equity | $ 0 | $ 47,000 | ||||||||||||||||||
Sale of Stock, Price Per Share (in Dollars per share) | $ 0.188 | |||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services (in Shares) | 500,000 | 84,420 | 2,500,000 | 6,149,420 | 2,113,637 | |||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 48,950 | $ 8,265 | $ 10,850 | $ 220,000 | $ 455,537 | $ 261,534 | ||||||||||||||
Notes Payable, Related Parties | 75,000 | |||||||||||||||||||
Interest Expense, Related Party | $ 9,000 | $ 9,000 | ||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 60,000 | |||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 1,100,000 | 4,913,511 | 1,215,571 | |||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 95,700 | $ 108,986 | ||||||||||||||||||
Stock Issued During Period, Value, New Issues | 47,000 | |||||||||||||||||||
Stock Issued During Period, Shares, Share-based Compensation, Gross (in Shares) | 100,000 | |||||||||||||||||||
Stock Issued During Period, Value, Share-based Compensation, Gross | $ 9,790 | |||||||||||||||||||
Gain (Loss) on Extinguishment of Debt | $ (35,700) | |||||||||||||||||||
Debt Instrument, Face Amount | $ 75,000 | |||||||||||||||||||
Other Accrued Liabilities, Current | $ 58,000 | |||||||||||||||||||
Director [Member] | ||||||||||||||||||||
Note 3 - Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||
Proceeds from Issuance or Sale of Equity | $ 47,000 | |||||||||||||||||||
Stock Issued During Period, Shares, New Issues (in Shares) | 250,000 | |||||||||||||||||||
Sale of Stock, Price Per Share (in Dollars per share) | $ 0.157 | |||||||||||||||||||
Related Party [Member] | ||||||||||||||||||||
Note 3 - Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services (in Shares) | 1,533,571 | |||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 179,024 | |||||||||||||||||||
Accrued Salaries | 147,894 | |||||||||||||||||||
Due from Related Parties | 91,066 | |||||||||||||||||||
Notes Payable, Related Parties | 75,000 | |||||||||||||||||||
Interest Expense, Related Party | $ 4,500 | |||||||||||||||||||
Officer [Member] | ||||||||||||||||||||
Note 3 - Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||
Interest Expense, Related Party | $ 4,500 | |||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 93,333 | |||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | 50,000 | |||||||||||||||||||
Debt Instrument, Face Amount | $ 75,000 | $ 75,000 | ||||||||||||||||||
Officer [Member] | Restricted Stock [Member] | ||||||||||||||||||||
Note 3 - Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 897,432 | |||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 93,333 | |||||||||||||||||||
President [Member] | ||||||||||||||||||||
Note 3 - Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||
Stock Issued During Period, Shares, Share-based Compensation, Gross (in Shares) | 600,000 | 312,499 | 100,000 | 500,000 | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | (i) 100,000 shares vest when the President has been employed 90 days from the effective date of the employment agreement; (ii) 100,000 shares vest when the President has been employed one year from the effective date of the employment agreement; (iii) 100,000 shares vest when the President has been employed two years from the effective date of the employment agreement; (iv) 100,000 shares vest when the Company completes a capital raise of $2,000,000; (v) 100,000 shares vest when the Company reports $20,000,000 in gross revenue | |||||||||||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ 0.10 | |||||||||||||||||||
Stock Issued During Period, Value, Share-based Compensation, Gross | $ 37,147 | $ 25,000 | $ 8,380 | $ 50,000 | ||||||||||||||||
Allocated Share-based Compensation Expense, Net of Tax | $ 13,740 | |||||||||||||||||||
Stock Issued During Period, Shares, Share-based Compensation, Forfeited (in Shares) | 400,000 | |||||||||||||||||||
Board of Directors Chairman [Member] | ||||||||||||||||||||
Note 3 - Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||
Stock Issued During Period, Shares, Share-based Compensation, Gross (in Shares) | 100,000 | |||||||||||||||||||
Stock Issued During Period, Value, Share-based Compensation, Gross | $ 9,000 | |||||||||||||||||||
Board Member [Member] | ||||||||||||||||||||
Note 3 - Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services (in Shares) | 100,000 | 100,000 | 100,000 | 100,000 | ||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 9,740 | $ 9,900 | $ 12,850 | |||||||||||||||||
Stock Issued During Period, Shares, Share-based Compensation, Gross (in Shares) | 100,000 | |||||||||||||||||||
Stock Issued During Period, Value, Share-based Compensation, Gross | $ 9,000 | |||||||||||||||||||
Common Stock to be Issued | $ 9,900 | |||||||||||||||||||
Chief Operating Officer [Member] | ||||||||||||||||||||
Note 3 - Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||
Stock Issued During Period, Shares, Share-based Compensation, Gross (in Shares) | 369,500 | |||||||||||||||||||
Stock Issued During Period, Value, Share-based Compensation, Gross | $ 29,560 | |||||||||||||||||||
Two Board Member [Member] | ||||||||||||||||||||
Note 3 - Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services (in Shares) | 200,000 | |||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 25,700 | |||||||||||||||||||
Chief Executive Officer [Member] | ||||||||||||||||||||
Note 3 - Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services (in Shares) | 100,000 | |||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 469 | |||||||||||||||||||
Stock Issued During Period, Shares, Share-based Compensation, Gross (in Shares) | 85,000 | 500,000 | ||||||||||||||||||
Stock Issued During Period, Value, Share-based Compensation, Gross | $ 2,513 | $ 13,884 | ||||||||||||||||||
An Investor [Member] | ||||||||||||||||||||
Note 3 - Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||
Stock Issued During Period, Shares, New Issues (in Shares) | 600,000 | |||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 48,000 | |||||||||||||||||||
To a Not For-profit Entity at Request of Investor [Member] | ||||||||||||||||||||
Note 3 - Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||
Stock Issued During Period, Shares, New Issues (in Shares) | 600,000 | |||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 48,000 | |||||||||||||||||||
Accounts Payable [Member] | ||||||||||||||||||||
Note 3 - Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 96,000 | $ 54,815 | ||||||||||||||||||
Accounts Payable [Member] | Restricted Stock [Member] | ||||||||||||||||||||
Note 3 - Related Party Transactions (Details) [Line Items] | ||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 527,064 | |||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 54,815 |
Note 4 - Debt (Details)
Note 4 - Debt (Details) - USD ($) | Dec. 19, 2018 | Nov. 27, 2018 | Nov. 26, 2018 | Nov. 09, 2018 | Oct. 03, 2018 | Sep. 18, 2018 | Aug. 14, 2018 | Aug. 10, 2018 | Jul. 26, 2018 | Jul. 05, 2018 | Jul. 10, 2017 | Dec. 30, 2016 | Mar. 18, 2016 | Nov. 30, 2014 | Aug. 31, 2014 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Note 4 - Debt (Details) [Line Items] | ||||||||||||||||||
Debt Instrument, Face Amount | $ 75,000 | |||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |||||||||||||||||
Class of Warrant or Rights, Granted (in Shares) | 1,025,000 | 0 | ||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 0.10 | |||||||||||||||||
Interest Payable, Current | $ 60,381 | $ 50,665 | ||||||||||||||||
Debt Instrument, Unamortized Discount | $ 86,520 | $ 0 | ||||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | 150,000 | 65,000 | ||||||||||||||||
Stock Issued During Period, Value, Other | $ 14,250 | $ 10,773 | ||||||||||||||||
Debt Instrument, Maturity Date, Description | The July 2017 Note is due no later than 90 days after the receipt of a minimum of $1,000,000 of funding. | |||||||||||||||||
Interest Expense, Related Party | $ 9,000 | $ 9,000 | ||||||||||||||||
Stock Issued During Period, Shares, Issued for Services (in Shares) | 500,000 | 84,420 | 2,500,000 | 6,149,420 | 2,113,637 | |||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 48,950 | $ 8,265 | $ 10,850 | $ 220,000 | $ 455,537 | $ 261,534 | ||||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | 74,095 | |||||||||||||||||
Amortization of Debt Discount (Premium) | $ 13,449 | 0 | ||||||||||||||||
Warrants and Rights Outstanding, Term | 5 years | |||||||||||||||||
Warrants, Fair Value of Warrants, Granted | $ 74,095 | |||||||||||||||||
P3 Compounding of Georgia, LLC [Member] | ||||||||||||||||||
Note 4 - Debt (Details) [Line Items] | ||||||||||||||||||
Debt Instrument, Face Amount | $ 52,000 | |||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.50% | |||||||||||||||||
Debt Instrument, Periodic Payment | $ 451.75 | |||||||||||||||||
Proceeds from Short-term Debt | 50,000 | |||||||||||||||||
Debt Instrument, Fee Amount | $ 2,000 | |||||||||||||||||
Debt Instrument, Term | 160 days | |||||||||||||||||
Debt Instrument, Frequency of Periodic Payment | repayment amount of $451.75 per day | |||||||||||||||||
Short-term Debt | $ 72,280 | |||||||||||||||||
Notes Payable | 74,104 | 74,104 | ||||||||||||||||
Series C Debenture [Member] | ||||||||||||||||||
Note 4 - Debt (Details) [Line Items] | ||||||||||||||||||
Debt Instrument, Face Amount | $ 100,000 | |||||||||||||||||
Convertible Debt | $ 110,833 | 110,833 | 110,833 | |||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 20.20 | |||||||||||||||||
Class of Warrant or Rights, Granted (in Shares) | 4,950 | |||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 20.20 | |||||||||||||||||
Interest Payable, Current | 11,083 | 11,083 | ||||||||||||||||
Interest Expense, Debt | 46,587 | 35,504 | ||||||||||||||||
Series D Debenture [Member] | ||||||||||||||||||
Note 4 - Debt (Details) [Line Items] | ||||||||||||||||||
Debt Instrument, Face Amount | $ 10,000 | |||||||||||||||||
Convertible Debt | $ 11,333 | 11,333 | 11,333 | |||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 16.67 | |||||||||||||||||
Class of Warrant or Rights, Granted (in Shares) | 495 | |||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 20.20 | |||||||||||||||||
Interest Payable, Current | 1,360 | 1,360 | ||||||||||||||||
Interest Expense, Debt | 5,661 | 4,301 | ||||||||||||||||
Convertible Note A [Member] | ||||||||||||||||||
Note 4 - Debt (Details) [Line Items] | ||||||||||||||||||
Debt Instrument, Face Amount | $ 60,000 | |||||||||||||||||
Convertible Debt | 1,479 | 10,860 | ||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 1 | |||||||||||||||||
Interest Expense, Debt | $ 7,200 | $ 7,200 | ||||||||||||||||
Debt Instrument, Periodic Payment | $ 1,000 | |||||||||||||||||
Debt Instrument, Unamortized Discount | $ 16,364 | |||||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | 150,000 | 65,000 | ||||||||||||||||
Stock Issued During Period, Value, Other | $ 10,773 | |||||||||||||||||
July 2018 RU Note [Member] | ||||||||||||||||||
Note 4 - Debt (Details) [Line Items] | ||||||||||||||||||
Debt Instrument, Face Amount | $ 30,000 | |||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |||||||||||||||||
Debt Instrument, Term | 6 months | |||||||||||||||||
Stock Issued During Period, Shares, Issued for Services (in Shares) | 250,000 | |||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 20,000 | |||||||||||||||||
Power Up Note 1 [Member] | ||||||||||||||||||
Note 4 - Debt (Details) [Line Items] | ||||||||||||||||||
Debt Instrument, Face Amount | $ 38,000 | |||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |||||||||||||||||
Interest Payable, Current | $ 2,236 | |||||||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | Under the Power Up Note 1, Power Up may convert all or a portion of the outstanding principal of the Power Up Note 1 into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Power Up Note 1, at a price equal to 61% of the average of the lowest two trading prices during the 15 trading day period ending on the last complete trading date prior to the date of conversion, provided, however, that Power Up may not convert the Power Up Note 1 to the extent that such conversion would result in beneficial ownership by Power Up and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock | |||||||||||||||||
Debt Instrument, Payment Terms | If the Company prepays the Power Up Note 1 within 30 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 110%; if such prepayment is made between the 31st day and the 60th day after the issuance of the Power Up Note 1, then such redemption premium is 115%; if such prepayment is made from the sixty first 61st to the 90th day after issuance, then such redemption premium is 120%; and if such prepayment is made from the 91st to the 180th day after issuance, then such redemption premium is 125%. After the 180th day following the issuance of the Power Up Note 1, there shall be no further right of prepayment | |||||||||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 3,000 | |||||||||||||||||
Amortization of Debt Discount (Premium) | 923 | |||||||||||||||||
Power Up Note 2 [Member] | ||||||||||||||||||
Note 4 - Debt (Details) [Line Items] | ||||||||||||||||||
Debt Instrument, Face Amount | $ 33,000 | |||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |||||||||||||||||
Interest Payable, Current | 1,562 | |||||||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | Under the Power Up Note 2, Power Up may convert all or a portion of the outstanding principal of the Power Up Note 2 into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Power Up Note 2, at a price equal to 61% of the average of the lowest two trading prices during the 15 trading day period ending on the last complete trading date prior to the date of conversion, provided, however, that Power Up may not convert the Power Up Note 2 to the extent that such conversion would result in beneficial ownership by Power Up and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock | |||||||||||||||||
Debt Instrument, Payment Terms | If the Company prepays the Power Up Note 2 within 30 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 110%; if such prepayment is made between the 31st day and the 60th day after the issuance of the Power Up Note 2, then such redemption premium is 115%; if such prepayment is made from the sixty first 61st to the 90th day after issuance, then such redemption premium is 120%; and if such prepayment is made from the 91st to the 180th day after issuance, then such redemption premium is 125%. After the 180th day following the issuance of the Power Up Note, there shall be no further right of prepayment | |||||||||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 3,000 | |||||||||||||||||
Amortization of Debt Discount (Premium) | 939 | |||||||||||||||||
Power Up Note 3 [Member] | ||||||||||||||||||
Note 4 - Debt (Details) [Line Items] | ||||||||||||||||||
Debt Instrument, Face Amount | $ 38,000 | |||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |||||||||||||||||
Interest Payable, Current | 1,299 | |||||||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | Under the Power Up Note 3, Power Up may convert all or a portion of the outstanding principal of the Power Up Note 3 into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Power Up Note 3, at a price equal to 61% of the average of the lowest two trading prices during the 15 trading day period ending on the last complete trading date prior to the date of conversion, provided, however, that Power Up may not convert the Power Up Note 3 to the extent that such conversion would result in beneficial ownership by Power Up and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock | |||||||||||||||||
Debt Instrument, Payment Terms | If the Company prepays the Power Up Note 3 within 30 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 110%; if such prepayment is made between the 31st day and the 60th day after the issuance of the Power Up Note 3, then such redemption premium is 115%; if such prepayment is made from the sixty first 61st to the 90th day after issuance, then such redemption premium is 120%; and if such prepayment is made from the 91st to the 180th day after issuance, then such redemption premium is 125%. After the 180th day following the issuance of the Power Up Note 3, there shall be no further right of prepayment | |||||||||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 3,000 | |||||||||||||||||
Amortization of Debt Discount (Premium) | 968 | |||||||||||||||||
Power Up Note 4 [Member] | ||||||||||||||||||
Note 4 - Debt (Details) [Line Items] | ||||||||||||||||||
Debt Instrument, Face Amount | $ 33,000 | |||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |||||||||||||||||
Interest Payable, Current | 564 | |||||||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | Under the Power Up Note 4, Power Up may convert all or a portion of the outstanding principal of the Power Up Note 4 into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Power Up Note 4, at a price equal to 61% of the average of the lowest two trading prices during the 15 trading day period ending on the last complete trading date prior to the date of conversion, provided, however, that Power Up may not convert the Power Up Note 4 to the extent that such conversion would result in beneficial ownership by Power Up and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock | |||||||||||||||||
Debt Instrument, Payment Terms | If the Company prepays the Power Up Note 4 within 30 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 110%; if such prepayment is made between the 31st day and the 60th day after the issuance of the Power Up Note 4, then such redemption premium is 115%; if such prepayment is made from the sixty first 61st to the 90th day after issuance, then such redemption premium is 120%; and if such prepayment is made from the 91st to the 180th day after issuance, then such redemption premium is 125%. After the 180th day following the issuance of the Power Up Note 4, there shall be no further right of prepayment. | |||||||||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 3,000 | |||||||||||||||||
Amortization of Debt Discount (Premium) | 531 | |||||||||||||||||
Autus Note [Member] | ||||||||||||||||||
Note 4 - Debt (Details) [Line Items] | ||||||||||||||||||
Debt Instrument, Face Amount | $ 125,000 | |||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |||||||||||||||||
Class of Warrant or Rights, Granted (in Shares) | 625,000 | |||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 0.10 | |||||||||||||||||
Interest Payable, Current | 1,500 | |||||||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | Under the Auctus Note, Auctus may convert all or a portion of the outstanding principal of the Auctus Note into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Auctus Note, at a price equal to 55% of the lowest trading price during the 25 trading day period ending on the last complete trading date prior to the date of conversion, provided, however, that Auctus may not convert the Auctus Note to the extent that such conversion would result in beneficial ownership by Auctus and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock. | |||||||||||||||||
Debt Instrument, Payment Terms | If the Company prepays the Auctus Note within 90 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 135%; if such prepayment is made between the 91st day and the 180th day after the issuance of the Auctus Note, then such redemption premium is 150%. After the 180th day following the issuance of the Auctus Note, there shall be no further right of prepayment. | |||||||||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 13,500 | |||||||||||||||||
Amortization of Debt Discount (Premium) | 1,731 | |||||||||||||||||
Warrants and Rights Outstanding, Term | 5 years | |||||||||||||||||
Warrants, Fair Value of Warrants, Granted | $ 33,716 | |||||||||||||||||
Adjustments to Additional Paid in Capital, Warrant Issued | $ 4,323 | |||||||||||||||||
Crown Bridge Note [Member] | ||||||||||||||||||
Note 4 - Debt (Details) [Line Items] | ||||||||||||||||||
Debt Instrument, Face Amount | $ 40,000 | |||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |||||||||||||||||
Class of Warrant or Rights, Granted (in Shares) | 400,000 | |||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 0.10 | |||||||||||||||||
Interest Payable, Current | 160 | |||||||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | Under the Crown Bridge Note 1, Crown Bridge may convert all or a portion of the outstanding principal of the Crown Bridge Note 1 into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Crown Bridge Note 1, at a price equal to 55% of the lowest trading price during the 25 trading day period ending on the last complete trading date prior to the date of conversion, provided, however, that Crown Bridge may not convert the Crown Bridge Note 1 to the extent that such conversion would result in beneficial ownership by Crown Bridge and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock. | |||||||||||||||||
Debt Instrument, Payment Terms | If the Company prepays the Crown Bridge Note 1 within 90 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 135%; if such prepayment is made between the 91st day and the 180th day after the issuance of the Crown Bridge Note 1, then such redemption premium is 150%. After the 180th day following the issuance of the Crown Bridge Note 1, there shall be no further right of prepayment. | |||||||||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 5,500 | |||||||||||||||||
Amortization of Debt Discount (Premium) | 241 | |||||||||||||||||
Warrants and Rights Outstanding, Term | 5 years | |||||||||||||||||
Warrants, Fair Value of Warrants, Granted | $ 34,500 | |||||||||||||||||
Adjustments to Additional Paid in Capital, Warrant Issued | $ 1,511 | |||||||||||||||||
ConsultingServices Note [Member] | ||||||||||||||||||
Note 4 - Debt (Details) [Line Items] | ||||||||||||||||||
Debt Instrument, Face Amount | $ 65,000 | |||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |||||||||||||||||
Interest Expense, Debt | $ 21 | |||||||||||||||||
Trade Payables Note [Member] | ||||||||||||||||||
Note 4 - Debt (Details) [Line Items] | ||||||||||||||||||
Debt Instrument, Face Amount | $ 58,000 | |||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |||||||||||||||||
Interest Expense, Debt | $ 19 | |||||||||||||||||
Long-term Debt, Maturity Date | Mar. 21, 2020 | |||||||||||||||||
Principal [Member] | Power Up Note 1 [Member] | ||||||||||||||||||
Note 4 - Debt (Details) [Line Items] | ||||||||||||||||||
Repayments of Debt | $ 27,764 | |||||||||||||||||
Interest Expense [Member] | Power Up Note 1 [Member] | ||||||||||||||||||
Note 4 - Debt (Details) [Line Items] | ||||||||||||||||||
Repayments of Debt | $ 2,236 |
Note 5 - Stockholders' Deficit
Note 5 - Stockholders' Deficit (Details) - USD ($) | Nov. 27, 2018 | Nov. 26, 2018 | Oct. 03, 2018 | Aug. 14, 2018 | Jun. 14, 2018 | Aug. 10, 2017 | Dec. 31, 2018 | Dec. 31, 2017 |
Note 5 - Stockholders' Deficit (Details) [Line Items] | ||||||||
Sale of Stock, Price Per Share (in Dollars per share) | $ 0.188 | |||||||
Stock Issued During Period, Shares, Issued for Services (in Shares) | 500,000 | 84,420 | 2,500,000 | 6,149,420 | 2,113,637 | |||
Stock Issued During Period, Value, Issued for Services | $ 48,950 | $ 8,265 | $ 10,850 | $ 220,000 | $ 455,537 | $ 261,534 | ||
Stock Issued During Period, Shares, Other (in Shares) | 150,000 | 65,000 | ||||||
Stock Issued During Period, Value, Other | $ 14,250 | $ 10,773 | ||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 1,100,000 | 4,913,511 | 1,215,571 | |||||
Debt Conversion, Converted Instrument, Amount | $ 95,700 | $ 108,986 | ||||||
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures (in Shares) | 1,604,431 | |||||||
Stock Issued During Period, Value, Share-based Compensation, Net of Forfeitures | $ 156,435 | |||||||
Stock Repurchased and Retired During Period, Shares (in Shares) | 2,150,000 | |||||||
Imputed Interest | 9,000 | 4,500 | ||||||
Notes Payable, Related Parties | 75,000 | |||||||
Adjustments to Additional Paid in Capital, Equity Component of Convertible Debt | 74,095 | |||||||
Director [Member] | ||||||||
Note 5 - Stockholders' Deficit (Details) [Line Items] | ||||||||
Proceeds from Issuance of Common Stock | $ 47,000 | |||||||
Stock Issued During Period, Shares, New Issues (in Shares) | 250,000 | |||||||
Sale of Stock, Price Per Share (in Dollars per share) | $ 0.157 | |||||||
Convertible Debt [Member] | ||||||||
Note 5 - Stockholders' Deficit (Details) [Line Items] | ||||||||
Debt Conversion, Converted Instrument, Amount | $ 453,402 |
Note 6 - Stock Options (Details
Note 6 - Stock Options (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Note 6 - Stock Options (Details) [Line Items] | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | $ 0 | $ 0 |
Share-based Compensation | 455,537 | 261,534 |
Selling, General and Administrative Expenses [Member] | ||
Note 6 - Stock Options (Details) [Line Items] | ||
Share-based Compensation | $ 0 | $ 0 |
Note 6 - Stock Options (Detai_2
Note 6 - Stock Options (Details) - Share-based Compensation, Stock Options, Activity - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation, Stock Options, Activity [Abstract] | ||
Options Outstanding, Shares | 67,879 | |
Options Outstanding, Weighted- Average Exercise Price | $ 21.40 | |
Options Outstanding, Weighted- Average Remaining Contractual Term | 4 years 62 days | 5 years 62 days |
Options Outstanding, Aggregate Intrinsic Value | $ 0 | $ 0 |
Options Exercisable, Shares | 67,879 | |
Options Exercisable, Weighted- Average Exercise Price | $ 21.40 | |
Options Exercisable, Weighted- Average Remaining Contractual Term | 4 years 62 days | |
Options Exercisable, Aggregate Intrinsic Value | $ 0 | |
Options Granted, Shares | 0 | |
Options Granted, Weighted- Average Exercise Price | $ 0 | |
Options Cancelled, Shares | 0 | |
Options Cancelled, Weighted- Average Exercise Price | $ 0 | |
Options Outstanding, Shares | 67,879 | |
Options Outstanding, Weighted- Average Exercise Price | $ 21.40 |
Note 7 - Stock Warrants (Detail
Note 7 - Stock Warrants (Details) - USD ($) | Jan. 16, 2016 | Dec. 31, 2018 | Dec. 31, 2017 |
Disclosure Text Block Supplement [Abstract] | |||
Stockholders' Equity, Reverse Stock Split | 1 for 101 | ||
Class of Warrant or Rights, Granted | 1,025,000 | 0 | |
Warrants and Rights Outstanding, Term | 5 years | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.10 | ||
Warrants, Fair Value of Warrants, Granted | $ 74,095 |
Note 7 - Stock Warrants (Deta_2
Note 7 - Stock Warrants (Details) - Schedule of Stockholders' Equity Note, Warrants or Rights - $ / shares | Dec. 31, 2016 | Dec. 31, 2018 | Dec. 31, 2017 |
Schedule of Stockholders' Equity Note, Warrants or Rights [Abstract] | |||
Warrants, Outstanding | 142,653 | 142,653 | |
Warrants, Outstanding Weighted-Average Exercise Price | $ 17.42 | $ 2.18 | $ 17.42 |
Warrants, Outstanding Weighted-Average Remaining Contractual Terms | 2 years 3 months | 4 years 131 days | 1 year 3 months |
Warrants, Exercisable | 1,167,653 | ||
Warrants, Exercisable Weighted-Average Exercise Price | $ 2.18 | ||
Warrants, Exercisable Weighted-Average Remaining Contractual Terms | 4 years 131 days | ||
Warrants, Granted | 1,025,000 | 0 | |
Warrants, Granted Weighted-Average Exercise Price | $ 0.10 | $ 0 | |
Warrants, Granted, Weighted-Average Remaining Contractual Terms | 4 years 339 days | ||
Warrants, Expired | 0 | 0 | |
Warrants, Expired Weighted-Average Exercise Price | $ 0 | $ 0 | |
Warrants, Outstanding | 1,167,653 | 142,653 |
Note 8 - Income Taxes (Details)
Note 8 - Income Taxes (Details) | Dec. 31, 2018USD ($) |
Income Tax Disclosure [Abstract] | |
Operating Loss Carryforwards | $ 2,769,250 |
Note 8 - Income Taxes (Detail_2
Note 8 - Income Taxes (Details) - Schedule of Effective Income Tax Rate Reconciliation - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Schedule of Effective Income Tax Rate Reconciliation [Abstract] | ||
Net tax loss carry-forwards | $ 2,769,250 | $ 1,832,083 |
Statutory rate | 21.00% | 21.00% |
Expected tax recovery | $ 581,543 | $ 384,737 |
Change in valuation allowance | (581,543) | (384,737) |
Income tax provision | 0 | 0 |
Non capital tax loss carry forwards | 581,543 | 384,737 |
Less: valuation allowance | (581,543) | (384,737) |
Net deferred tax asset | $ 0 | $ 0 |
Note 9 - Commitments and Cont_2
Note 9 - Commitments and Contingencies (Details) - USD ($) | Oct. 18, 2018 | May 18, 2017 | Nov. 04, 2016 | Sep. 23, 2016 | Dec. 16, 2015 | Jan. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Note 9 - Commitments and Contingencies (Details) [Line Items] | ||||||||
Loss Contingency, Damages Sought | The complaint seeks damages in the amount of $177,270, inclusive of attorney’s fees, costs and accrued interest, continuing interest in the amount of 12% per annum and attorney’s fees and costs of collection relating to the case. | |||||||
Loss Contingency, Damages Sought, Value | $ 241,828 | $ 177,270 | ||||||
Loss Contingency, Damages Awarded, Value | $ 75,000 | $ 48,500 | ||||||
Settlement Liabilities, Current | $ 75,000 | |||||||
Estimated Litigation Liability, Current | $ 241,828 | |||||||
Litigation Settlement, Expense | $ 65,000 | |||||||
Former Service Provider Vs. Company [Member] | ||||||||
Note 9 - Commitments and Contingencies (Details) [Line Items] | ||||||||
Loss Contingency, Damages Sought, Value | $ 44,365 | |||||||
Estimated Litigation Liability, Current | $ 55,366 | |||||||
Litigation Settlement, Amount Awarded to Other Party | 44,365 | |||||||
Litigation Settlement Interest | $ 11,001 |
Note 10 - Financial Condition_2
Note 10 - Financial Condition and Going Concern (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Cash and Cash Equivalents, at Carrying Value | $ 1,304 | $ 0 | $ 0 |
Liabilities, Current | $ 1,534,740 | $ 1,387,251 |
Note 11 - Subsequent Events (De
Note 11 - Subsequent Events (Details) - Subsequent Event [Member] - USD ($) | Mar. 01, 2019 | Feb. 27, 2019 | Feb. 25, 2019 | Feb. 15, 2019 | Jan. 23, 2019 | Jan. 07, 2019 | Mar. 04, 2019 | Feb. 11, 2019 | Jan. 02, 2019 |
Note 11 - Subsequent Events (Details) [Line Items] | |||||||||
Debt Instrument, Face Amount (in Dollars) | $ 38,000 | $ 48,000 | |||||||
Repayments of Debt (in Dollars) | $ 26,366 | ||||||||
Stock Repurchased and Retired During Period, Shares | 400,000 | ||||||||
Debt Conversion, Converted Instrument, Shares Issued | 174,617 | 250,209 | 200,167 | ||||||
President [Member] | |||||||||
Note 11 - Subsequent Events (Details) [Line Items] | |||||||||
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures | 100,000 | ||||||||
Board of Directors Chairman [Member] | |||||||||
Note 11 - Subsequent Events (Details) [Line Items] | |||||||||
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures | 100,000 | ||||||||
Power Up Note 5 [Member] | |||||||||
Note 11 - Subsequent Events (Details) [Line Items] | |||||||||
Debt Instrument, Face Amount (in Dollars) | $ 53,000 | ||||||||
Crown Bridge Note [Member] | |||||||||
Note 11 - Subsequent Events (Details) [Line Items] | |||||||||
Debt Instrument, Face Amount (in Dollars) | $ 40,000 |