Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2020 | Aug. 06, 2020 | |
Document Information Line Items | ||
Entity Registrant Name | MITESCO, INC. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 107,734,693 | |
Amendment Flag | false | |
Entity Central Index Key | 0000802257 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Jun. 30, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q2 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | false | |
Entity Ex Transition Period | true | |
Entity Interactive Data Current | Yes |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Current assets | ||
Cash and cash equivalents | $ 17,542 | $ 83,245 |
Prepaid expenses | 0 | 9,721 |
Total current assets | 17,542 | 92,966 |
Fixed assets, net of accumulated depreciation of $786 and $0 | 7,068 | 7,854 |
Total Assets | 24,610 | 100,820 |
Current liabilities | ||
Accounts payable and accrued liabilities | 433,534 | 648,714 |
Accrued interest | 128,581 | 82,870 |
Derivative liabilities | 981,697 | 1,488,423 |
Convertible notes payable, net of discount of $749,713 and $646,888 | 172,287 | 77,112 |
SBA Loan Payable | 460,406 | 0 |
Convertible note payable, in default | 122,166 | 122,166 |
Other current liabilities | 93,573 | 0 |
Preferred stock dividends payable | 36,751 | 0 |
Total current liabilities | 2,428,995 | 2,419,285 |
Total Liabilities | 2,428,995 | 2,419,285 |
Commitments and contingencies | ||
Stockholders' equity (deficit) | ||
Common stock, $0.01 par value, 500,000,000 shares authorized, 98,796,144 and 81,268,443 shares issued and outstanding as of June 30, 2020 and December 31, 2019, respectively | 987,962 | 812,684 |
Additional paid-in capital | 9,058,332 | 8,407,977 |
Stock payable | 37,186 | 37,186 |
Accumulated deficit | (12,488,175) | (11,576,574) |
Total (deficiency in) stockholders' equity | (2,404,385) | (2,318,465) |
Total liabilities and stockholders' equity | 24,610 | 100,820 |
Series A Preferred Stock [Member] | ||
Current liabilities | ||
Preferred stock dividends payable | 3,967 | |
Stockholders' equity (deficit) | ||
Preferred stock | 48 | 0 |
Series X Preferred Stock [Member] | ||
Current liabilities | ||
Preferred stock dividends payable | 32,784 | |
Stockholders' equity (deficit) | ||
Preferred stock | $ 262 | $ 262 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Fixed assets, accumulated depreciation (in Dollars) | $ 786 | $ 0 |
Convertible notes payable, discount (in Dollars) | $ 749,713 | $ 646,888 |
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 | 98,796,144 | 81,268,443 |
Common stock, shares outstanding | 98,796,144 | 81,268,443 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value (in Dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares issued | 4,800 | 0 |
Preferred stock, shares outstanding | 4,800 | 0 |
Series X Preferred Stock [Member] | ||
Preferred stock, par value (in Dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares issued | 26,227 | 26,227 |
Preferred stock, shares outstanding | 26,227 | 26,227 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Income Statement [Abstract] | ||||
Revenue | $ 0 | $ 0 | $ 0 | $ 0 |
Operating expenses: | ||||
General and administrative | 625,838 | 226,250 | 1,122,332 | 447,501 |
Total operating expenses | 625,838 | 226,250 | 1,122,332 | 447,501 |
Net Operating Loss | (625,838) | (226,250) | (1,122,332) | (447,501) |
Other income (expense): | ||||
Grant income | 3,000 | 0 | 3,000 | 0 |
Interest expense | (396,907) | (164,504) | (587,035) | (324,901) |
Gain on settlement of accounts payable | 306,319 | 0 | 348,611 | 0 |
(Loss) Gain on derivative liabilities | (50,214) | 0 | 446,155 | 0 |
Loss on legal settlement | 0 | (26,924) | 0 | (26,924) |
Loss on conversion of notes | 0 | (58,935) | 0 | (158,659) |
Total other expense | (137,802) | (250,363) | 210,731 | (510,484) |
Net loss | (763,640) | (476,613) | (911,601) | (957,985) |
Preferred stock dividend | (19,392) | 0 | (36,751) | 0 |
Net loss available to common shareholders | $ (783,032) | $ (476,613) | $ (948,352) | $ (957,985) |
Net loss per share - basic and diluted (in Dollars per share) | $ (0.01) | $ (0.01) | $ (0.01) | $ (0.03) |
Weighted average shares outstanding - basic and diluted (in Shares) | 88,833,282 | 33,986,267 | 86,408,229 | 33,188,078 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) - USD ($) | Series A Preferred Stock [Member]Preferred Stock [Member] | Series A Preferred Stock [Member] | Series X Preferred Stock [Member]Common Stock [Member] | Series X Preferred Stock [Member]Additional Paid-in Capital [Member] | Series X Preferred Stock [Member]Preferred Stock [Member] | Series X Preferred Stock [Member] | Common Stock [Member]Warrant [Member] | Common Stock [Member] | Additional Paid-in Capital [Member]Share-based Payment Arrangement, Option [Member] | Additional Paid-in Capital [Member]Warrant [Member] | Additional Paid-in Capital [Member]Discount on Note Payable Due to Warrants [Member] | Additional Paid-in Capital [Member] | Stock Payable [Member] | Retained Earnings [Member] | Share-based Payment Arrangement, Option [Member] | Warrant [Member] | Discount on Note Payable Due to Warrants [Member] | Total |
Balance at Dec. 31, 2018 | $ 315,982 | $ 5,684,208 | $ 37,186 | $ (7,691,312) | $ (1,653,936) | |||||||||||||
Balance (in Shares) at Dec. 31, 2018 | 31,598,236 | |||||||||||||||||
Stock issued for services | $ 2,000 | 15,480 | 17,480 | |||||||||||||||
Stock issued for services (in Shares) | 200,000 | |||||||||||||||||
Stock issued to employees subject to vesting | $ 10,000 | (10,000) | ||||||||||||||||
Stock issued to employees subject to vesting (in Shares) | 1,000,000 | |||||||||||||||||
Stock issued for conversion of notes payable | $ 52,780 | $ 302,629 | $ 355,409 | |||||||||||||||
Stock issued for conversion of notes payable (in Shares) | 5,278,069 | |||||||||||||||||
Issuance of Preferred A stock for intangible asset | $ 0 | |||||||||||||||||
Preferred stock dividends | 0 | |||||||||||||||||
Shares issued for legal settlement | $ 14,012 | 87,016 | 101,028 | |||||||||||||||
Shares issued for legal settlement (in Shares) | 1,401,224 | |||||||||||||||||
Discount on notes payable due to conversion feature | 223,087 | 223,087 | ||||||||||||||||
Debt discount due to issuance of warrants | $ 34,500 | $ 34,500 | ||||||||||||||||
Cancellation of shares | $ (4,000) | 4,000 | ||||||||||||||||
Cancellation of shares (in Shares) | (400,000) | |||||||||||||||||
Vesting of shares issued to employees | 25,093 | 25,093 | ||||||||||||||||
Imputed interest | 4,500 | 4,500 | ||||||||||||||||
Net loss for the period | (957,985) | (957,985) | ||||||||||||||||
Balance at Jun. 30, 2019 | $ 390,774 | 6,370,513 | 37,186 | (8,649,297) | (1,850,824) | |||||||||||||
Balance (in Shares) at Jun. 30, 2019 | 39,077,529 | |||||||||||||||||
Balance at Dec. 31, 2018 | $ 315,982 | 5,684,208 | 37,186 | (7,691,312) | (1,653,936) | |||||||||||||
Balance (in Shares) at Dec. 31, 2018 | 31,598,236 | |||||||||||||||||
Balance at Dec. 31, 2019 | $ 0 | $ 262 | $ 812,684 | 8,407,977 | 37,186 | (11,576,574) | $ (2,318,465) | |||||||||||
Balance (in Shares) at Dec. 31, 2019 | 0 | 26,227 | 81,268,443 | 81,268,443 | ||||||||||||||
Balance at Mar. 31, 2019 | $ 333,168 | 5,993,643 | 37,186 | (8,172,684) | $ (1,808,687) | |||||||||||||
Balance (in Shares) at Mar. 31, 2019 | 33,316,861 | |||||||||||||||||
Stock issued to employees subject to vesting | $ 10,000 | (10,000) | ||||||||||||||||
Stock issued to employees subject to vesting (in Shares) | 1,000,000 | |||||||||||||||||
Stock issued for conversion of notes payable | $ 33,594 | 131,831 | 165,425 | |||||||||||||||
Stock issued for conversion of notes payable (in Shares) | 3,359,444 | |||||||||||||||||
Preferred stock dividends | 0 | |||||||||||||||||
Shares issued for legal settlement | $ 14,012 | 87,016 | 101,028 | |||||||||||||||
Shares issued for legal settlement (in Shares) | 1,401,224 | |||||||||||||||||
Discount on notes payable due to conversion feature | 143,555 | 143,555 | ||||||||||||||||
Vesting of shares issued to employees | 22,218 | 22,218 | ||||||||||||||||
Imputed interest | 2,250 | 2,250 | ||||||||||||||||
Net loss for the period | (476,613) | (476,613) | ||||||||||||||||
Balance at Jun. 30, 2019 | $ 390,774 | 6,370,513 | 37,186 | (8,649,297) | (1,850,824) | |||||||||||||
Balance (in Shares) at Jun. 30, 2019 | 39,077,529 | |||||||||||||||||
Balance at Dec. 31, 2019 | $ 0 | $ 262 | $ 812,684 | 8,407,977 | 37,186 | (11,576,574) | $ (2,318,465) | |||||||||||
Balance (in Shares) at Dec. 31, 2019 | 0 | 26,227 | 81,268,443 | 81,268,443 | ||||||||||||||
Balance at Mar. 31, 2020 | $ 48 | $ 262 | $ 865,670 | 8,688,893 | 37,186 | (11,724,535) | $ (2,132,476) | |||||||||||
Balance (in Shares) at Mar. 31, 2020 | 4,800 | 26,227 | 86,566,999 | |||||||||||||||
Balance at Dec. 31, 2019 | $ 0 | $ 262 | $ 812,684 | 8,407,977 | 37,186 | (11,576,574) | $ (2,318,465) | |||||||||||
Balance (in Shares) at Dec. 31, 2019 | 0 | 26,227 | 81,268,443 | 81,268,443 | ||||||||||||||
Stock issued for services | $ 2,000 | 5,680 | $ 7,680 | |||||||||||||||
Stock issued for services (in Shares) | 200,000 | |||||||||||||||||
Stock issued for conversion of notes payable | $ 93,278 | 93,278 | ||||||||||||||||
Stock issued for conversion of notes payable (in Shares) | 9,327,705 | |||||||||||||||||
Issuance of Preferred A stock for intangible asset | $ 48 | 71,558 | 71,510 | 71,558 | ||||||||||||||
Issuance of Preferred A stock for intangible asset (in Shares) | 4,800 | |||||||||||||||||
Preferred stock dividends | $ (3,967) | $ (32,784) | (36,751) | (36,751) | ||||||||||||||
Shares issued for legal settlement | 0 | |||||||||||||||||
Discount on notes payable due to conversion feature | 506,726 | |||||||||||||||||
Vesting of shares issued to employees | 53,050 | 53,050 | ||||||||||||||||
Vesting of stock options issued to employees | $ 27,580 | $ 27,580 | ||||||||||||||||
Settlement of derivative liabilities | 528,995 | 528,995 | ||||||||||||||||
Common stock issued in warrant settlement agreement | $ 80,000 | $ 291 | $ 80,291 | |||||||||||||||
Common stock issued in warrant settlement agreement (in Shares) | 7,999,996 | |||||||||||||||||
Imputed interest | 0 | |||||||||||||||||
Net loss for the period | (911,601) | (911,601) | ||||||||||||||||
Balance at Jun. 30, 2020 | $ 48 | $ 262 | $ 987,962 | 9,058,332 | 37,186 | (12,488,175) | $ (2,404,385) | |||||||||||
Balance (in Shares) at Jun. 30, 2020 | 4,800 | 26,227 | 98,796,144 | 98,796,144 | ||||||||||||||
Balance at Mar. 31, 2020 | $ 48 | $ 262 | $ 865,670 | 8,688,893 | 37,186 | (11,724,535) | $ (2,132,476) | |||||||||||
Balance (in Shares) at Mar. 31, 2020 | 4,800 | 26,227 | 86,566,999 | |||||||||||||||
Stock issued for conversion of notes payable | $ 93,278 | 93,278 | ||||||||||||||||
Stock issued for conversion of notes payable (in Shares) | 9,327,705 | |||||||||||||||||
Preferred stock dividends | (19,392) | (19,392) | ||||||||||||||||
Vesting of shares issued to employees | 19,374 | 19,374 | ||||||||||||||||
Vesting of stock options issued to employees | 20,508 | 20,508 | ||||||||||||||||
Settlement of derivative liabilities | 297,672 | 297,672 | ||||||||||||||||
Common stock issued in warrant settlement agreement | $ 29,014 | 51,277 | 80,291 | |||||||||||||||
Common stock issued in warrant settlement agreement (in Shares) | 2,901,440 | |||||||||||||||||
Net loss for the period | (763,640) | (763,640) | ||||||||||||||||
Balance at Jun. 30, 2020 | $ 48 | $ 262 | $ 987,962 | $ 9,058,332 | $ 37,186 | $ (12,488,175) | $ (2,404,385) | |||||||||||
Balance (in Shares) at Jun. 30, 2020 | 4,800 | 26,227 | 98,796,144 | 98,796,144 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (911,601) | $ (957,985) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 786 | 0 |
Loss on conversion of liabilities to preferred stock | 0 | 158,659 |
Loss on legal settlement | 0 | 26,924 |
Gain on settlement of accounts payable | (348,611) | 0 |
Gain on derivative liabilities | (446,155) | 0 |
Derivative expense | 43,009 | 0 |
Amortization of discount on notes payable | 386,175 | 261,035 |
Stock based compensation | 159,868 | 42,573 |
Imputed interest | 0 | 4,500 |
Changes in assets and liabilities: | ||
Prepaid expenses | 9,721 | 2,500 |
Accounts payable and accrued liabilities | 226,199 | 83,793 |
Due to related parties | 0 | 36,151 |
Other current liabilities | 805 | 0 |
Accrued interest | 53,695 | 37,508 |
Net cash provided by (used in) operating activities | (826,109) | (304,342) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from notes payable, net of payments to vendors | 931,406 | 313,558 |
Principal payments on notes payable | (171,000) | (10,236) |
Net cash provided by financing activities | 760,406 | 303,322 |
Net increase (decrease) in cash and cash equivalents | (65,703) | (1,020) |
Cash and cash equivalents at beginning of period | 83,245 | 1,304 |
Cash and cash equivalents at end of period | 17,542 | 284 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Interest paid | 2,680 | 2,236 |
Income taxes paid | 0 | 0 |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Par value of shares returned for cancellation | 0 | 4,000 |
Shares issued for debt conversion | 0 | 196,750 |
Stock issued for legal settlement | 0 | 101,028 |
Discount due to warrants | 0 | 34,500 |
Beneficial conversion feature | 506,726 | 223,087 |
Settlement of derivative liabilities | 664,684 | 0 |
Issuance of Series A Preferred Stock to consultants | 71,558 | |
Preferred stock dividends payable | 36,751 | 0 |
Exercise of cashless warrants | 50,986 | 0 |
Derivative discounts | 485,000 | 0 |
Series A Preferred Stock [Member] | ||
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Issuance of Series A Preferred Stock to consultants | 71,558 | $ 0 |
Preferred stock dividends payable | $ 3,967 |
Description of Business
Description of Business | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | Note 1 – Description of Business Company Overview Mitesco, Inc. (the “Company,” “we,” “us,” or “our”), previously known as Trunity Holdings, Inc., a Delaware corporation, and since 2016 known as True Nature Holding, Inc., became a publicly-traded company through a reverse triangular merger with Brain Tree International, Inc., a Utah corporation (“BTI”) in 2012. Trunity Holdings, Inc. was the parent company of our educational business, named Trunity, Inc., which was formed on July 28, 2009 through the acquisition of certain intellectual property from its three founders. On December 9, 2015, the Company made a decision to restructure Trunity Holdings, Inc., having acquired Newco4pharmacy, LLC, a development stage business aimed at a roll-up of compounding pharmacy businesses. As a part of such restructuring, we completed a “spin out” transaction of our educational business line to our shareholders as of December 31, 2015. On April 24, 2020 True Nature Holding, Inc., now known as Mitesco, Inc. (OTCQB:MITI) completed the change of its corporate identity based on final approval from FINRA. The Company is developing a portfolio of product offerings aimed at enhancing healthcare throughout the supply chain as well as to consumers. We have acquired assets and intend to acquire and implement technologies and services to improve the quality of care, reduce cost, and enhance consumer convenience. We believe the holding company structure facilitates growth and should enable the acquired business to focus on scale. The goal of the Company’s evolving portfolio of companies is to apply leading-edge solutions that emphasize stakeholder value and leverages distinct sector trends. Sectors of interest include artificial intelligence (AI), population health management, data gathering solutions, electronic health records optimization, healthcare IT solutions, virtual care & care augmentation, and predictive analytics. The Company formed a holding company structure for both its acquired assets in the United States and Europe, designed to support efficiencies around taxation, legal, and economies of scale in administrative functions. We now have a wholly owned subsidiary in Dublin, Ireland, Acelerar Healthcare Holdings, Ltd., and intend to use that location as a base for European operations. As a development stage company, we have two businesses in development. The first business is our product set “SimpleHIPAA” and “Simple HIPPA for Vets and Pets”. It is designed to transmit data generated at the time a prescription is written by a physician or veterinarian for the pharmacy. This information is embedded inside the application and made available to the healthcare provider and to the pharmacy. While providing a starting point for tracking healthcare information for the end user, it also establishes a communications method between the healthcare provider and the pharmacy. Currently, it is focused on e-prescribing between compounding pharmacies and their clients, the physician for humans and the veterinarian for pets. A large Florida based pharmacy is the development partner and distributor that is introducing it to the marketplace. They have installed the software at more than 100 client sites since January 2020. We are told it is working as designed. Our second active business is The Good Clinic, LLC. This business is establishing primary care medical clinics operated by Independent Nurse Practitioners. The Good Clinic provides the marketing, support services, systems, and clinical tools to allow an independent Nurse Practitioner to quickly open a clinic. The initial clinic is intended to be opened in Minneapolis, MN in the fourth quarter of 2020. These clinics are being designed to deliver primary care, spa, and dermatological services through in-person, over-the-phone, and telemedicine visits. We are actively seeking acquisitions that fit our strategy. We seek to find businesses with proven scalable results and then make those technologies and services available to the those that can use them to improve their quality of life, their health, and cost of operation. Some of these businesses simply need marketing and distribution, others will benefit from combining with another technology to create a more complete solution. That is our mission: find the best, deliver efficiencies, make improvements if necessary, and then scale the business. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | Note 2 – Summary of Significant Accounting Policies Basis of Accounting Use of Estimates - Other Comprehensive Loss - 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 those other than employees are recognized pursuant to FASB issued ASU 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. This ASU relates to the accounting for non-employee share-based payments. The amendment in this update expands the scope of Topic 718 to include all share-based payment transactions in which a grantor acquired goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. The ASU excludes share-based payment awards that relate to: (1) financing to the issuer; or (2) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under Topic 606, Revenue from Contracts from Customers. The share-based payments are to be measured at grant-date fair value of the equity instruments that the entity is obligated to issue when the goods or service has been delivered or rendered and all other conditions necessary to earn the right to benefit from the equity instruments have been satisfied. This standard will be effective for public business entities for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year. We adopted the provisions of this ASU on January 1, 2019. The adoption had no impact on our results of operations, cash flows, or financial condition. Convertible Instruments The following assumptions were used for the valuation of the derivative liability related to the convertible notes that contain a derivative component during the three months ended June 30, 2020: - The stock prices of $0.0239 to $0.0425 in these periods would fluctuate with the Company projected volatility; - The projected volatility curve from an annualized analysis for each valuation period was based on the historical volatility of the Company and the term remaining for each note or warrant ranged from 156.5% through 219.6% at derivative treatment, issuance, conversion, exercise, and quarters ends. The Company continues to trade with high volatility; - The Holder would automatically convert the note at the maximum of 2 times the conversion price if the company were not in default. - The Holder would automatically convert the note before maturity if the registration were effective and the company was not in default. The Holder would automatically convert the note early based on ownership or trading volume limitations and the Company would redeem the unconverted balances at maturity. - A change of control and fundamental transaction would occur initially 0% of the time and increase monthly by 0% to a maximum of 0% – based on management being in control and no desire to sell the Company. - A reset event would adjust the Notes conversion price triggered by either a capital raise, stock issuance, settlement, or conversion/exercise. (A reset occurred on November 7, 2019 – Auctus Conversion triggered a reset to $0.00858). The reset events are projected to occur annually starting 3 months following the date of valuation of June 30, 2020. - For the variable rate Notes (39% or 45% discount), the Holder would convert with effective discount rates of 51.58% to 55.74% (based on the lookback terms). - The Company would redeem the notes at maturity if the conversion value were less than the payment with penalties. During the period redemption is projected 0% of the time, increasing 0% per month to a maximum of 0%. - The cash flows are discounted to net present values using risk free rates. Discount rates were based on risk free rates in effect based on the remaining term. - An event of default would occur 10% of the time, increasing 0% per month to a maximum of 10%. - The Crown Bridge warrants were amended on March 9, 2020. These remaining Crown Bridge warrants exercised on a cashless basis during the period. 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 June 30, 2020, there were 7,317,879 options outstanding excluded from calculation of diluted net loss; as of June 30, 2019, the Company had outstanding 1,425,000 warrants and 67,879 options excluded from the calculation of diluted net loss. The Company, at its discretion, may satisfy the accrued interest on its Series A and Series X Preferred Stock via the issuance of shares of common stock; at June 30, 2020 and December 31, 2019, there were 1,192,563 and 0 shares, respectively, potentially issuable in connection with such issuance. 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 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 condensed 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 condensed 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 significance 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- |
Financial Condition and Going C
Financial Condition and Going Concern | 6 Months Ended |
Jun. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Substantial Doubt about Going Concern [Text Block] | N ote 3 – Financial Condition and Going Concern As of June 30, 2020, the Company had cash of $17,542, current liabilities of $2,428,995, and has incurred a loss from operations. The Company’s principal operation is the development and deployment of software and systems for the healthcare marketplace. The Company intends to develop solutions in a) healthcare records, b) the sale of applications in the health and wellness area from third parties in addition to its own developed products. The Company is also performing consulting services to certain entities in the pharmacy, medical and veterinary services area. 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 discussions to do so with certain individuals and companies. However, as of the date of these condensed 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. During March 2020, in response to the COVID-19 crisis, the federal government announced plans to offer loans to small businesses in various forms, including the Payroll Protection Program, or "PPP", established as part of the Corona Virus Aid, Relief and Economic Security Act (“CARES Act”) and administered by the U.S. Small Business Administration. On April 18, 2020, the President and COO completed and submitted an application on behalf of the Company to Bank of America, NA (“Bank of America”) for a PPP loan, which was subsequently approved. On April 25, 2020 the Company entered into an unsecured Promissory Note (the “Note”) with Bank of America for a loan in the original principal amount of $460,406, and the Company received the full amount of the loan proceeds on May 4, 2020. On July 21, 2020, Bank of America notified the Company in writing that it should not have received $440,000 of the loan proceeds disbursed under the Note representing an amount for the refinancing of an Economic Injury Disaster Loan, which the Company did not receive. Bank of America has required that the Company remit such funds back to Bank of America. The Company is currently working with Bank of America on a repayment plan. During management's review of the loan application after the loan had been disbursed to the Company, it was determined that the information provided by its President and COO in the application was not representative of the Company’s situation. After consulting with legal counsel and conferring with the Board of Directors, the Board of Directors, in executive session, voted to remove the Company’s President and Chief Operating Officer (“COO”) from its Board of Directors, and all operating roles due to the inaccuracy of the loan application. Subsequent to that decision, the President & COO submitted a resignation from all positions with the Company, which was accepted by the Board and management. The former President and COO has retained counsel and has indicated the individual’s intent to file an administrative charge of discrimination in Colorado under certain provisions of the anti-discrimination laws of that state. Although no administrative charge has been filed as of this date, if an administrative charge is filed, the company will vigorously defend itself. We have had some impact on our operations as a result of the effect of the pandemic, primarily with accessibility to staffing, consultants and in the capital markets, and we are adjusting as needed within our available resources. The Company will continue to assess the effect of the pandemic on its operations. The extent to which the COVID-19 pandemic will impact the Company’s business and operations will depend on future developments that are highly uncertain and cannot be predicted with confidence, such as the ultimate geographic spread of the disease, the duration of the outbreak, the duration and effect of possible business disruptions and the short-term effects and ultimate effectiveness of the travel restrictions, quarantines, social distancing requirements and business closures in the United States and other countries to contain and treat the disease. While the potential economic impact brought by, and the duration of, COVID-19 may be difficult to assess or predict, a widespread pandemic could result in significant disruption of global financial markets, reducing the Company’s ability to access capital, which could in the future negatively affect the Company’s liquidity. In addition, a recession or market correction resulting from the spread of COVID-19 could materially affect the Company’s business and the value of its common stock. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | Note 4 – Related Party Transactions Related party transactions for the six months ended June 30, 2020 were as follows: On February 27, 2020, the Company agreed to issue 1,000,000 ten-year options to its two non-management directors (a total of 2,000,000 options). These options have a fair value at issuance of $39,162 per director (a total of $78,324), an exercise price of $0.05 per share, and vest over a three-year period. The Company valued these options using the Black-Scholes valuation model. During the three- months ended June 30, 2020, the amount of $3,264 was charged to operations in connection with each 1,000,000-option grant (a total of $6,528 for all 2,000,000 options). On March 2, 2020, the Company agreed to issue 1,500,000 ten-year options to each of its Chief Executive Officer, its President, and a consultant (a total of 4,500,000 options). These options have a fair value at issuance of $58,743 per individual (a total of $176,229), an exercise price of $0.05 per share, and vest over a three-year period. The Company valued these options using the Black-Scholes valuation model. Julie Smith, the Company’s President, Chief Operating Officer, and a Board member resigned effective June 30, 2020; the 1,500,000 options that the Company agreed to issue to Ms. Smith were cancelled, and no vesting of these options was recorded during the three months ended June 30, 2020. During the three months ended June 30, 2020, the amount of $4,896 was charged to operations in connection with each of the remaining 1,500,000 option grants (a total of $9,792 for all 3,000,000 remaining options). During the three months ended June 30, 2020, the Company charged the amount of $19,374 to operations in connection with the vesting of restricted common stock as follows: $6,205 for shares issued to management; $10,110 for shares issued to board members; and $3,059 related to shares issued to an employee. Julie Smith, the Company’s President, Chief Operating Officer, and a Board member, resigned effective June 30, 2020; at the time of her resignation, a total of 1,000,000 shares of the Company’s common stock issued to Ms. Smith for compensation as a board member were vested, and remain outstanding; an additional 250,000 shares of common stock issued to Ms. Smith for compensation as an officer were vested, and also remain outstanding; 750,000 shares of common stock to be issued to Ms. Smith for compensation as an officer had not vested, and these shares were cancelled. At June 30, 2020, the Company accrued dividends on its Series X Preferred stock in the total amount of $32,784. Of this amount, a total of $6,500 was payable to officers and directors,$15,629 was payable to a related party shareholder, and $10,655 was payable to non-related parties. Related party transactions for the six months ended June 30, 2019 were as follows: On March 11, 2019, the Company issued 100,000 shares of common stock to its President as compensation, and charged the fair value in the amount of $8,740 to operations. On March 11, 2019, the Company issued 100,000 shares of common stock to a board member as compensation, and charged the fair value in the amount of $8,740 to operations. During the three months ended June 30, 2019, the Company accrued the amount of $2,875 in connection with the vested portion of a common stock award granted to its President. At June 30, 2019, the Company had the following amounts due to related parties: ● Due to shareholders for accounts payable paid on behalf of the Company and accrued interest: $61,037 ● Note payable in the amount of $75,000 related to reclassification of accounts payable ● Note payable in the amount of $65,000 related to consulting services provided ● Note payable in the amount of $58,000 related to accounts payable paid on behalf of the Company |
Debt
Debt | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | Note 5 – Debt August 2014 Series C Convertible Debenture 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 Convertible 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. The Series C Debenture is currently in default. Details of activity for the three months ended June 30, 2020 are presented in Notes Payable Table 1, below. November 2014 Series D Convertible Debenture 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. The Series D Debenture is currently in default. Details of activity for the three months ended June 30, 2020 are presented in Notes Payable Table 1, below. March 2016 Convertible Note A On March 18, 2016, the Company issued a 12% Convertible Promissory Note (the “Convertible Note A”) in the principal amount of $60,000 to a lender. Pursuant to the terms of the 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 the Convertible Note A until its maturity on September 16, 2016 at which time the Company was obligated to repay the full principal amount of the Convertible Note A. The Convertible Note A is convertible by the holder at any time into shares of the Company’s common stock at price of $1.00 per share, and throughout the duration of the note, the holder has the right to participate in any financing the Company may engage in upon the same terms and conditions as all other investors. The Company allocated the face value of the Convertible Note A to the shares and the note based on relative fair values, and the amount allocated to the shares of $18,750 was recorded as a discount against the note. The beneficial conversion feature of $9,375 was recorded as a debt discount with an offsetting entry to additional paid-in capital decreasing the note payable and increasing debt discount. The debt discount was amortized to interest expense during the year ended December 31, 2016. Upon issuance of the Convertible Note A, the lender was awarded 15,000 restricted common stock as an origination fee which includes piggy-back registration rights. On September 19, 2016, the Company issued the lender an additional 15,000 restricted common stock at a price of $0.30 per share to extend the term of the loan agreement indefinitely. The cost to the Company was $4,050 in interest expense. On August 10, 2017, the Company issued 25,000 shares of common stock with a fair value of $3,750 for accrued interest through August 1, 2017 in the amount of $7,860. In April 2018, the Company issued 75,000 shares of common stock with a value of $7,500 as consideration for an extension of the term of the loan to July 1, 2018, and on August 13, 2018, the Company issued an additional 75,000 shares of common stock with a value of $6,750 for an extension of the term of the loan to October 31, 2018. During the year ended December 31, 2019, the lender converted principal in the amount of $15,000 into 120,000 shares of common stock. The Company recorded a loss in the amount of $13,867 on this conversion. Also, during the year ended December 31, 2019, the Company made a principal payment in the amount of $4,000 on this note. Details of activity for the three months ended June 30, 2020 are presented in Notes Payable Table 1, below. Power Up Note 11 On September 12, 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 11”) in the aggregate principal amount of $45,000. The Power Up Note 11 entitles the holder to 12% interest per annum and matures on July 15, 2020. Under the Power Up Note 11, Power Up may convert all or a portion of the outstanding principal of the Power Up Note 11 into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Power Up Note 11, at a price equal to the higher of the variable conversion price or $0.00006 per share. The variable conversion price shall mean 55% of 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 Power Up may not convert the Power Up Note 11 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 11 within 30 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 115%; if such prepayment is made between the 31st day and the 60th day after the issuance of the Power Up Note 11, then such redemption premium is 120%; if such prepayment is made from the sixty first 61st to the 90th day after issuance, then such redemption premium is 125%; and if such prepayment is made from the 91st to the 120th day after issuance, then such redemption premium is 130%; and if such prepayment is made from the 121st to the 150th day after issuance, then such redemption premium is 135%; and if such prepayment is made from the 151st to the 180th day after issuance, then such redemption premium is 140%. After the 180th day following the issuance of the Power Up Note 11, 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 11; $3,000 was amortized to interest expense during the year ended December 31, 2019. The Company accrued interest in the amount of $1,642 on the Power Up Note 11 during the year ended December 31, 2019. During the year ended December 31, 2019, the Company determined that a derivative liability in the amount of $47,187 existed in connection with the variable rate conversion feature of the Power Up Note 11. $45,000 of this amount was charged to discount on the Power Up Note 11, and $2,187 was charged to interest expense. During the six months ended June 30, 2020, the Company made a cash payment in the amount of $74,195 on the Power Up Note 11 which fully satisfied this obligation. This amount consisted of $45,000 of principal, $2,680 of accrued interest, and $23,815 of prepayment penalty. The Company revalued the derivative liability associated with the Power Up Note 11 at the time of payment, and recorded a gain on revaluation in the amount of $35,420. The Company credited the fair value of the derivative liability at the time of payment in the amount of $21,266 to additional paid-in capital. Details of additional activity for the three months ended June 30, 2020 are presented in Notes Payable Table 1, below. Power Up Note 12 On October 7, 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 12”) in the aggregate principal amount of $53,000 and an original issue discount of $3,000. The Power Up Note 12 entitles the holder to 12% interest per annum and matures on August 15, 2020. Under the Power Up Note 12, Power Up may convert all or a portion of the outstanding principal of the Power Up Note 12 into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Power Up Note 12, at a price equal to the higher of the variable conversion price or $0.00006 per share. The variable conversion price shall mean 55% of 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 Power Up may not convert the Power Up Note 12 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 12 within 30 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 115%; if such prepayment is made between the 31st day and the 60th day after the issuance of the Power Up Note 12, then such redemption premium is 120%; if such prepayment is made from the sixty first 61st to the 90th day after issuance, then such redemption premium is 125%; and if such prepayment is made from the 91st to the 120th day after issuance, then such redemption premium is 130%; and if such prepayment is made from the 121st to the 150th day after issuance, then such redemption premium is 135%; and if such prepayment is made from the 151st to the 180th day after issuance, then such redemption premium is 140%. After the 180th day following the issuance of the Power Up Note 12, there shall be no further right of prepayment. The Company accrued interest in the amount of $1,499 on the Power Up Note 12 during the year ended December 31, 2019. During the year ended December 31, 2019, the Company determined that a derivative liability in the amount of $54,969 existed in connection with the variable rate conversion feature of the Power Up Note 12. $53,000 of this amount was charged to discount on the Power Up Note 12, and $2,187 was charged to interest expense. $6,502 of the discount was charged to operations during the year ended December 31, 2019. During the three months ended June 30, 2020, the Company made a cash payment in the amount of $84,231 on the Power Up Note 12 which fully satisfied this obligation. This amount consisted of $53,000 of principal, $3,312 of accrued interest, and $27,919 of prepayment penalty. The Company revalued the derivative liability associated with the Power Up Note 12 at the time of payment, and recorded a gain on revaluation in the amount of $4,247. The Company credited the fair value of the derivative liability at the time of payment in the amount of $62,569 to additional paid-in capital. Details of additional activity for the three months ended June 30, 2020 are presented in Notes Payable Table 1, below. Power Up Note 13 On November 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 13”) in the aggregate principal amount of $73,000 and an original issue discount of $3,000. The Power Up Note 13 entitles the holder to 12% interest per annum and matures on August 30, 2020. Under the Power Up Note 13, Power Up may convert all or a portion of the outstanding principal of the Power Up Note 13 into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Power Up Note 12, at a price equal to the higher of the variable conversion price or $0.00006 per share. The variable conversion price shall mean 55% of 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 Power Up may not convert the Power Up Note 13 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 13 within 30 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 115%; if such prepayment is made between the 31st day and the 60th day after the issuance of the Power Up Note 13, then such redemption premium is 120%; if such prepayment is made from the sixty first 61st to the 90th day after issuance, then such redemption premium is 125%; and if such prepayment is made from the 91st to the 120th day after issuance, then such redemption premium is 130%; and if such prepayment is made from the 121st to the 150th day after issuance, then such redemption premium is 135%; and if such prepayment is made from the 151st to the 180th day after issuance, then such redemption premium is 140%. After the 180th day following the issuance of the Power Up Note 13, there shall be no further right of prepayment. The Company accrued interest in the amount of $1,414 on the Power Up Note 13 during the year ended December 31, 2019. During the year ended December 31, 2019, the Company determined that a derivative liability in the amount of $73,529 existed in connection with the variable rate conversion feature of the Power Up Note 13. $73,000 of this amount was charged to discount on the Power Up Note 13, and $529 was charged to interest expense. $6,091 of the discount was charged to operations during the year ended December 31, 2019. During the three months ended June 30, 2020, the Company made a cash payment in the amount of $115,980 on the Power Up Note 13 which fully satisfied this obligation. This amount consisted of $73,000 of principal, $4,728 of accrued interest, and $38,252 of prepayment penalty. The Company revalued the derivative liability associated with the Power Up Note 13 at the time of payment, and recorded a gain on revaluation in the amount of $4,882. The Company credited the fair value of the derivative liability at the time of payment in the amount of $86,380 to additional paid-in capital. Details of additional activity for the three months ended June 30, 2020 are presented in Notes Payable Table 1, below. Eagle Equities Note 1 On November 22, 2019, the Company entered into a Securities Purchase Agreement with Eagle Equities, LLC (“Eagle Equities”) pursuant to which Eagle Equities agreed to purchase a convertible promissory note (the “Eagle Equities Note 1”) in the aggregate principal amount of $256,000 and an original issue discount of $6,000. The Eagle Equities Note 1 entitles the holder to 12% interest per annum and matures on November 22, 2020. Under the Eagle Equities Note 1, Eagle Equities may convert all or a portion of the outstanding principal of the Eagle Equities Note 1 into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Eagle Equities Note 1, at a price equal to 60% of lowest traded price during the 20 day trading period ending on the day the conversion notice is received by the Company, provided, however, that Eagle Equities may not convert the Eagle Equities Note 1 to the extent that such conversion would result in beneficial ownership by Eagle Equities and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock. If the Company prepays the Eagle Equities Note 1 during the 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 Eagle Equities Note 1, then such redemption premium is 116%; if such prepayment is made from the sixty first 61st to the 90th day after issuance, then such redemption premium is 122%; and if such prepayment is made from the 91st to the 120th day after issuance, then such redemption premium is 128%; and if such prepayment is made from the 121st to the 150th day after issuance, then such redemption premium is 134%; and if such prepayment is made from the 151st to the 180th day after issuance, then such redemption premium is 140%. After the 180th day following the issuance of the Eagle Equities Note 1, there shall be no further right of prepayment. The Company accrued interest in the amount of $3,367 on the Eagle Equities Note 1 during the year ended December 31, 2019. During the year ended December 31, 2019, the Company determined that a derivative liability in the amount of $271,694 existed in connection with the variable rate conversion feature of the Eagle Equities Note 1. $256,000 of this amount was charged to discount on the Eagle Equities Note 1, and $15,694 was charged to interest expense. $7,784 of the discount was charged to operations during the year ended December 31, 2019. During the three months ended June 30, 2020, the holder of the Eagle Equities Note 1 converted the following amounts of principal and accrued interest to common stock: On June 5, 2020, principal of $25,000 and accrued interest of $1,608 were converted at a price of $0.0132 per share into 2,015,783 shares of common stock; On June 17, 2020, principal of $25,000 and accrued interest of $1,708 were converted at a price of $0.0132 per share into 2,023,358 shares of common stock; On June 23, 2020, principal of $40,000 and accrued interest of $2,813 were converted at a price of $0.0132 per share into 3,243,434 shares of common stock; and on June 26, 2020, principal of $26,000 and accrued interest of $1,855 were converted at a price of $0.01362 per share into 2,045,130 shares of common stock. There were no gains or losses recorded, as these conversions were made pursuant to the terms of the agreement. Details of activity for the three months ended June 30, 2020 are presented in Notes Payable Table 1, below. Eagle Equities Note 2 On December 19, 2019, the Company entered into a Securities Purchase Agreement with Eagle Equities pursuant to which Eagle Equities agreed to purchase a convertible promissory note (the “Eagle Equities Note 2”) in the aggregate principal amount of $256,000 and an original issue discount of $6,000. The Eagle Equities Note 2 entitles the holder to 12% interest per annum and matures on December 19, 2020. Under the Eagle Equities Note 2, Eagle Equities may convert all or a portion of the outstanding principal of the Eagle Equities Note 2 into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Eagle Equities Note 2, at a price equal to 60% of lowest traded price during the 20 day trading period ending on the day the conversion notice is received by the Company, provided, however, that Eagle Equities may not convert the Eagle Equities Note 2 to the extent that such conversion would result in beneficial ownership by Eagle Equities and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock. If the Company prepays the Eagle Equities Note 2 during the 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 Eagle Equities Note 2, then such redemption premium is 116%; if such prepayment is made from the sixty first 61st to the 90th day after issuance, then such redemption premium is 122%; and if such prepayment is made from the 91st to the 120th day after issuance, then such redemption premium is 128%; and if such prepayment is made from the 121st to the 150th day after issuance, then such redemption premium is 134%; and if such prepayment is made from the 151st to the 180th day after issuance, then such redemption premium is 140%. After the 180th day following the issuance of the Eagle Equities Note 2, there shall be no further right of prepayment. The Company accrued interest in the amount of $1,094 on the Eagle Equities Note 2 during the year ended December 31, 2019. During the year ended December 31, 2019, the Company determined that a derivative liability in the amount of $277,476 existed in connection with the variable rate conversion feature of the Eagle Equities Note 2. $256,000 of this amount was charged to discount on the Eagle Equities Note 2, and $21,476 was charged to interest expense. $8,393 of the discount was charged to operations during the year ended December 31, 2019. Details of activity for the three months ended June 30, 2020 are presented in Notes Payable Table 1, below. Eagle Equities Note 3 On January 24, 2020, the Company entered into a Securities Purchase Agreement with Eagle Equities pursuant to which Eagle Equities agreed to purchase a convertible promissory note (the “Eagle Equities Note 3”) in the aggregate principal amount of $256,000 and an original issue discount of $6,000. The Eagle Equities Note 3 entitles the holder to 12% interest per annum and matures on January 24, 2021. Under the Eagle Equities Note 3, Eagle Equities may convert all or a portion of the outstanding principal of the Eagle Equities Note 3 into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Eagle Equities Note 3, at a price equal to 60% of lowest traded price during the 20 day trading period ending on the day the conversion notice is received by the Company, provided, however, that Eagle Equities may not convert the Eagle Equities Note 3 to the extent that such conversion would result in beneficial ownership by Eagle Equities and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock. If the Company prepays the Eagle Equities Note 3 during the 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 Eagle Equities Note 3, then such redemption premium is 116%; if such prepayment is made from the sixty first 61st to the 90th day after issuance, then such redemption premium is 122%; and if such prepayment is made from the 91st to the 120th day after issuance, then such redemption premium is 128%; and if such prepayment is made from the 121st to the 150th day after issuance, then such redemption premium is 134%; and if such prepayment is made from the 151st to the 180th day after issuance, then such redemption premium is 140%. After the 180th day following the issuance of the Eagle Equities Note 3, there shall be no further right of prepayment. During the three months ended March 31, 2020, the Company determined that a derivative liability in the amount of $272,412 existed in connection with the variable rate conversion feature of the Eagle Equities Note 3. $250,000 of this amount was charged to discount on the Eagle Equities Note 3, and $22,412 was charged to interest expense. Details of additional activity for the three months ended June 30, 2020 are presented in Notes Payable Table 1, below. Eagle Equities Note 4 On March 10, 2020, the Company entered into a Securities Purchase Agreement with Eagle Equities pursuant to which Eagle Equities agreed to purchase a convertible promissory note (the “Eagle Equities Note 4”) in the aggregate principal amount of $129,000 and an original issue discount of $4,000. The Eagle Equities Note 4 entitles the holder to 12% interest per annum and matures on March 10, 2021. Under the Eagle Equities Note 4, Eagle Equities may convert all or a portion of the outstanding principal of the Eagle Equities Note 4 into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Eagle Equities Note 4, at a price equal to 60% of lowest traded price during the 20 day trading period ending on the day the conversion notice is received by the Company, provided, however, that Eagle Equities may not convert the Eagle Equities Note 4 to the extent that such conversion would result in beneficial ownership by Eagle Equities and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock. If the Company prepays the Eagle Equities Note 4 during the 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 Eagle Equities Note 4, then such redemption premium is 116%; if such prepayment is made from the sixty first 61st to the 90th day after issuance, then such redemption premium is 122%; and if such prepayment is made from the 91st to the 120th day after issuance, then such redemption premium is 128%; and if such prepayment is made from the 121st to the 150th day after issuance, then such redemption premium is 134%; and if such prepayment is made from the 151st to the 180th day after issuance, then such redemption premium is 140%. After the 180th day following the issuance of the Eagle Equities Note 4, there shall be no further right of prepayment. During the three months ended March 31, 2020, the Company determined that a derivative liability in the amount of $139,021 existed in connection with the variable rate conversion feature of the Eagle Equities Note 4. $125,000 of this amount was charged to discount on the Eagle Equities Note 4, and $14,021 was charged to interest expense. Details of additional activity for the three months ended June 30, 2020 are presented in Notes Payable Table 1, below. Eagle Equities Note 5 On April 8, 2020, the Company entered into a Securities Purchase Agreement with Eagle Equities pursuant to which Eagle Equities agreed to purchase a convertible promissory note (the “Eagle Equities Note 5”) in the aggregate principal amount of $100,000 and an original issue discount of $4,000. The Eagle Equities Note 4 entitles the holder to 12% interest per annum and matures on April 8, 2021. Under the Eagle Equities Note 5, Eagle Equities may convert all or a portion of the outstanding principal of the Eagle Equities Note 5 into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Eagle Equities Note 5, at a price equal to 60% of lowest traded price during the 20 day trading period ending on the day the conversion notice is received by the Company, provided, however, that Eagle Equities may not convert the Eagle Equities Note 5 to the extent that such conversion would result in beneficial ownership by Eagle Equities and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock. If the Company prepays the Eagle Equities Note 5 during the 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 Eagle Equities Note 5, then such redemption premium is 116%; if such prepayment is made from the sixty first 61st to the 90th day after issuance, then such redemption premium is 122%; and if such prepayment is made from the 91st to the 120th day after issuance, then such redemption premium is 128%; and if such prepayment is made from the 121st to the 150th day after issuance, then such redemption premium is 134%; and if such prepayment is made from the 151st to the 180th day after issuance, then such redemption premium is 140%. After the 180th day following the issuance of the Eagle Equities Note 5, there shall be no further right of prepayment. During the three months ended June 30, 2020, the Company determined that a derivative liability in the amount of $106,576 existed in connection with the variable rate conversion feature of the Eagle Equities Note 5. $100,000 of this amount was charged to discount on the Eagle Equities Note 5, and $6,576 was charged to interest expense. Details of additional activity for the three months ended June 30, 2020 are presented in Notes Payable Table 1, below. PPP Loan On May 4, 2020, the Company received loan proceeds from Bank of America in the amount of $460,406 under the Paycheck Protection Program (the “PPP Loan”). The PPP loan was obtained pursuant to the CARES Act, which provides for loans to qualifying businesses for amounts up to 2.5 times of the average monthly payroll expenses of the qualifying business plus Economic Injury Disaster Loan amounts. The loans and accrued interest are forgivable after sixty days providing the borrower uses the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and maintains its payroll levels. The amount of loan forgiveness will be reduced if the borrower terminates employees or reduces salaries during the sixty-day period. According to its terms, the PPP Loan is payable over two years at an interest rate of 1%, with a deferral of payments for the first six months. Subsequent to June 30, 2020, the Company determined that errors had been made in the application submitted to obtain this loan. On July 21, 2020, Bank of America notified the Company in writing that it should not have received $440,000 of the loan proceeds, representing an amount for the refinancing of an Economic Injury Disaster Loan which the Company did not receive. Bank of America has required that the Company remit such funds back to Bank of America. The Company is currently in discussions with Bank of America to arrange terms for a repayment plan. The PPP Loan has been classified as a current liability on the Company’s balance sheet at June 30, 2020. See Note 9. Details of additional activity for the three months ended June 30, 2020 are presented in Notes Payable Table 1, below. Notes Payable Table 1: Interest Amortization Interest Amortization Expense of Discount Expense of Discount 3 months 3 months 6 months 6 months Discount Principal Balance Accrued Interest ended ended ended ended Balance 6/30/2020 12/31/2019 6/30/2020 12/31/2019 6/30/2020 6/30/2020 6/30/2020 6/30/2020 6/30/2020 Series C Convertible Debenture $ 110,833 $ 110,833 $ 63,235 $ 57,709 $ 2,763 $ - $ 5,526 $ - $ - Series D Convertible Debenture 11,333 11,333 7,704 7,026 339 - 678 - - Convertible Note A 41,000 41,000 9,555 7,101 1,227 - 2,454 - - Power Up Note 11 - 45,000 - 1,805 - - 875 38,498 - Power Up Note 12 - 53,000 - 1,499 227 37,313 1,813 46,014 - Power Up Note 13 - 73,000 - 1,488 1,056 57,005 3,240 66,554 - Eagle Equity Note 1** 140,000 256,000 10,261 3,367 7,220 126,403 14,879 139,197 109,019 Eagle Equity Note 2 256,000 256,000 16,329 1,010 7,659 28,461 15,318 40,279 207,328 Eagle Equity Note 3 256,000 - 13,298 - 7,659 16,406 13,298 25,903 230,097 Eagle Equity Note 4 129,000 - 4,750 - 3,859 8,378 4,750 15,800 113,200 Eagle Equity Note 5 100,000 - 2,729 - 2,729 13,931 2,729 13,931 90,069 PPP Loan 460,406 - 719 - 719 - 719 - - Other - - - 1,865 - - - - - Total $ 1,504,572 $ 846,166 $ 128,580 $ 82,870 $ 35,457 $ 287,8979 $ 67,865 $ 386,175 $ 749,713 ** Subsequent to June 30, 2020, $140,000 of principal and $11,042 of accrued interest of this note were converted to a total of 8,938,549 shares of the Company’s common stock. The total amount of notes payable at June 30, 2020 and December 31, 2019 is presented in Notes Payable Table 2 below: Notes Payable Table 2: June 30, 2020 December 31, 2019 Total notes payable $ 1,504,572 $ 846,166 Less: Discount (749,713 ) (646,888 ) Notes payable - net of discount $ 754,859 $ 199,278 Current Portion, net of discount $ 754,859 $ 199,278 Long-term portion, net of discount $ - $ - |
Derivative Liabilities
Derivative Liabilities | 6 Months Ended |
Jun. 30, 2020 | |
Disclosure Text Block [Abstract] | |
Derivatives and Fair Value [Text Block] | Note 6 – Derivative Liabilities Certain of the Company’s convertible notes and warrants contain features that create derivative liabilities. The pricing model the Company uses for determining fair value of its derivatives is the Lattice Model. Valuations derived from this model are subject to ongoing internal and external verification and review. The model uses market-sourced inputs such as interest rates and stock price volatilities. Selection of these inputs involves management’s judgment and may impact net income. The derivative components of these notes are valued at issuance, at conversion, at restructure, and at each period end. Derivative liability activity for the year ended December 31, 2019 and the six months ended June 30, 2020 is summarized in the table below: December 31, 2018 $ - Conversion features issued 1,472,320 Warrants issued 187,968 Settled upon conversion or exercise (689,469 ) Settled upon payment of note (191,827 ) Loss on revaluation 709,431 December 31, 2019 $ 1,488,423 Conversion features issued 518,009 Settled upon conversion or exercise (664,684 ) Settled upon payment of note (148,949 ) Gain on revaluation (211,102 ) June 30, 2020 $ 981,697 |
Stockholders' Deficit
Stockholders' Deficit | 6 Months Ended |
Jun. 30, 2020 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | Note 7 – Stockholders’ Deficit Common Stock The Company has authorized 500,000,000 shares of common stock, par value $0.01; 98,796,144 and 81,268,443 shares were issued and outstanding at June 30, 2020 and December 31, 2019, respectively. Common Stock Transactions During the Six Months Ended June 30, 2020 During the six months ended June 30, 2020, the Company issued 2,901,440 shares of common stock for the cashless exercise of warrants. These warrants were issued pursuant to a settlement agreement with a note holder regarding the effective price of warrants issued with regard to a variable conversion price feature which resulted in the issuance of 1,011,967 more shares than would have been issued prior to the settlement agreement. The Company recorded a loss in the amount of $24,894 on this transaction based upon the additional shares issued at the market price of the Company’s common stock. Also, during the six months ended June 30, 2020, the holder of the Eagle Equities Note 1 converted the following amounts of principal and accrued interest to common stock: On June 5, 2020, principal of $25,000 and accrued interest of $1,608 were converted at a price of $0.0132 per share into 2,015,783 shares of common stock; On June 17, 2020, principal of $25,000 and accrued interest of $1,708 were converted at a price of $0.0132 per share into 2,023,358 shares of common stock; On June 23, 2020, principal of $40,000 and accrued interest of $2,813 were converted at a price of $0.0132 per share into 3,243,434 shares of common stock; and on June 26, 2020, principal of $26,000 and accrued interest of $1,855 were converted at a price of $0.01362 per share into 2,045,130 shares of common stock. There were no gains or losses recorded, as these conversions were made pursuant to the terms of the agreement. Also, during the six months ending June 30, 2020, the Company issued 200,000 restricted shares of the Company’s common stock at valued $7,680 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. Also, during the six months ended June 30, 2020, the Company charged the amount of $53,050 to operations in connection with the vesting of stock granted to its officers and board members; the Company also charged the amount of $27,580 to operations in connection with the vesting of options granted to officers and board members. Also, during the six months ended June 30, 2020, the Company entered into agreements to issue 500,000 options to each of four consultants (a total of 2,000,000 options). The options have a fair value of $20,930 per consultant (a total of $83,720). These agreements will become effective April 6, 2020, at which time the Company will begin to charge the value of these options to operations. The Company valued these options using the Black-Scholes valuation model. Also, during the six months ended June 30, 2020, the Company entered into agreements with two note holders regarding the exercise price of warrants held by the note holders. These agreements resulted in the following: (i) the Company issued 1,000,000 shares of common stock, and the note holders agreed to cancel 2,769,482 warrants; the Company recorded a gain in the amount of $77,652 on this transaction; (ii) the Company issued 4,098,556 shares of common stock for the exercise of 4,480,938 warrants in a cashless transaction; the Company recorded a gain in the amount of $259,947 on this transaction, which is included in gain on derivative liabilities. Common Stock Transactions During the Six Months Ended June 30, 2019 During the six months ending June 30, 2019, the Company issued 200,000 restricted shares of the Company’s common stock at valued $17,480 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. Also, during the six months ended June 30, 2019, the Company charged the amount of $2,875 to additional paid-in capital in connection with the vesting of stock granted to its President. Also during the six months ended June 30, 2019, the Company issued, in seven transactions, a total of 1,918,625 shares in connection with the conversion of notes payable principal and accrued interest in the aggregate amount of $86,000 and $4,260, respectively; a loss in the aggregate amount of $99,724 was recognized on these transactions. Also, during the six months ended June 30, 2019, the Company cancelled 400,000 shares of common stock issued to a former executive officer. Preferred Stock The Company has authorized 100,000,000 shares of Preferred Stock. At June 30, 2020, designations have been filed for the issuance of up to 400,000 shares of its Series X preferred stock, and for the issuance of up to 500,000 shares of its Series A Preferred stock. Series A Preferred Stock The Company has issued 4,800 and 0 shares of its 10% Series A Cumulative Redeemable Perpetual Preferred Stock (the “Series A Preferred Stock”) as of June 30, 2020 and December 31, 2019, respectively. The Series A Preferred Stock has a par value of $0.01 per share, no stated maturity, a liquidation preference of $25.00 per share, and will not be subject to any sinking fund or mandatory redemption and will remain outstanding indefinitely unless the Company decides to redeem or otherwise repurchase the Series A Preferred Stock. The Series A Preferred Stock is not redeemable prior to March 3, 2023. The Series A Preferred Stock will rank senior to all classes of the Company’s common stock and will accrue dividends at the rate of 10% on $25.00 per share. The Company reserves the right to pay the dividends in shares of the Company’s common stock at a price equal to the average closing price over the five days prior to the date of the dividend declaration. The Series A Preferred Stock will have no voting rights. The Company valued the 4,800 shares of Series A Preferred Stock at $71,558 or approximately $14.91 per share based upon an analysis performed by an independent valuation consultant. Series A Preferred Stock Transactions During the Six Months Ended June 30, 2020 On March 2, 2020, the Company issued 4,800 shares of its Series A Preferred Stock to four individuals with certain skills and know-how to assist the Company in the development of its newly-formed subsidiary The Good Clinic, LLC. The Company has valued these shares at $71,558 or approximately $14.91 per share based upon an analysis performed by an independent valuation consultant. During the six months ended June 30, 2020, the Company accrued dividends in the amount of $3,967 on the Series A Preferred Stock. At June 30, 2020, dividend payable on the Series A Preferred Stock was $3,967. At June 30, 2020, if management determined to pay these dividends in shares of the Company’s common stock, this would result in the issuance of 98,780 shares of common stock based upon the average price of $0.0402 per share for the five day period ended June 30, 2020. Series X Preferred Stock The Company has issued 26,227 shares of its 10% Series X Cumulative Redeemable Perpetual Preferred Stock (the “Series X Preferred Stock”) as of June 30, 2020 and December 31, 2019 and 2018. The Series X Preferred Stock has a par value of $0.01 per share, no stated maturity, a liquidation preference of $25.00 per share, and will not be subject to any sinking fund or mandatory redemption and will remain outstanding indefinitely unless the Company decides to redeem or otherwise repurchase the Series X Preferred Stock; the Series X Preferred Stock is not redeemable prior to November 4, 2020. The Series X Preferred Stock will rank senior to all classes of the Company’s common stock and will accrue dividends at the rate of 10% on $25.00 per share. The Company reserves the right to pay the dividends in shares of the Company’s common stock at a price equal to the average closing price over the five days prior to the date of the dividend declaration. The Series X Preferred Stock will have “super” voting rights such that each share of Series X Preferred Stock will be entitled to 20,000 votes. The Series X Preferred Stock has a fair value of $34.73 as determined by the Company’s independent valuation consultant. Series X Preferred Stock Transactions During the Six Months Ended June 30, 2020 During the six months ended June 30, 2020, the Company accrued dividends in the amount of $32,784 on the Series X Preferred Stock. At June 30, 2020, dividend payable on the Series X Preferred Stock was $32,784. At June 30, 2020, if management determined to pay these dividends in shares of the Company’s common stock, this would result in the issuance of 816,335 shares of common stock based upon the average price of $0.0402 per share for the five day period ended June 30, 2020. Stock Options The following table summarizes the options outstanding at June 30, 2020 and the related prices for the options to purchase shares of the Company’s common stock: Weighted Weighted Weighted average average average exercise exercise Range of Number of remaining price of Number of price of exercise options contractual outstanding options exercisable prices outstanding life (years) options exercisable options $ 0.03 250,000 9.93 $ 0.03 - $ - $ 0.05 7,000,000 9.70 $ 0.05 - $ - $ 21.40 67,879 2.67 $ 21.40 67,879 $ 21.40 7,317,879 9.70 $ 0.25 67,879 $ 21.40 Transactions involving stock options are summarized as follows: Shares Weighted- Average Exercise Price ($) Outstanding at December 31, 2018 67,879 $ 21.40 Granted - - Cancelled - - Outstanding at December 31, 2019 67,879 $ 21.40 Granted 8,750,000 $ 0.05 Cancelled (1,500,000 ) - Outstanding at June 30, 2020 7,317,879 $ 0.25 Exercisable at June 30, 2020 67,879 $ 21.40 At June 30, 2020, the total stock-based compensation cost related to unvested awards not yet recognized was $253,582. Warrants The following table summarizes the warrants outstanding at June 30, 2020 and the related prices for the warrants to purchase shares of the Company’s common stock: Shares Weighted- Average Exercise Price ($) Outstanding at December 31, 2018 1,167,653 $ 2.18 Granted 400,000 $ 0.00858 Additional warrants due to trigger of ratchet feature 6,659,382 $ 0.00858 Exercised – cashless conversion (3,514,900 ) $ 0.00858 Forfeited (2,769,482 ) $ 0.00858 Expired (142,653 ) 17.42 Outstanding at December 31, 2019 1,800,000 $ 0.00858 Granted 6,582,382 $ 0.00858 Exercised (8,382,382 ) $ 0.0561 Outstanding at June 30, 2020 - $ - |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | Note 8 – Commitments and Contingencies Legal National Council for Science and the Environment, Inc. v. Trunity Holdings, Inc., Case No. 2015 CA 009726 B, Superior Court for the District of Columbia, Civil Division. This action was filed on December 16, 2015 by the National Council for Science and the Environment, Inc. (“NCSE”) in the District of Columbia Superior Court against Trunity Holdings, Inc. (which was a former name of the Company) and alleges claims for breach of contract. Acknowledgement of indebtedness and settlement agreement and quantum merit arising out of an agreement was entered into between NCSE and Trunity in 2014. The complaint sought 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 believed 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. On May 15, 2020, the Company entered into a further settlement agreement with NCSE whereby the Company paid $5,000 in cash for full settlement and release of all obligations. As such the Company has no further obligation to NCSE. This settlement was recorded during the three months ending June 30, 2020; the Company recognized a gain in the amount of $70,000 on this transaction. 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 defenses against any such action. The Company has recorded a liability in the amount of $266,319 on its balance sheet at June 30, 2020. On May 15, 2020, the Company entered into a settlement agreement with Carlton Fields whereby the Company paid $30,000 in cash for full settlement and release of all obligations. As such the Company has no further obligation to Carlton Fields. This settlement was recorded during the three months ending June 30, 2020; the Company recognized a gain in the amount of $236,319 on this transaction. Other Effective July 1, 2020, Ms. Julie Smith, the Company’s former President, Chief Operating Officer and a member of the Board of Directors resigned all positions with the Company. Ms. Smith has retained counsel and has indicated her intent to file an administrative charge of discrimination in Colorado under certain provisions of the anti-discrimination laws of that state. Although no administrative charge has been filed as of this date, if an administrative charge is filed, the company will vigorously defend itself. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | Note 9 – Subsequent Events PPP Loan Repayment On April 25, 2020, the Company received a loan in the amount of $460,406 from the United States Small Business Administration under the Payroll Protection Program. Subsequent to June 30, 2020, the Company determined that errors had been made in the application submitted to obtain this loan. On July 21, 2020, Bank of America notified the Company in writing that it should not have received $440,000 of the loan proceeds, representing an amount for the refinancing of an Economic Injury Disaster Loan which the Company did not receive. Bank of America has required that the Company remit such funds back to Bank of America. The Company is currently in discussions with Bank of America to arrange terms for a repayment plan. Common Stock Issued for Conversion of Notes Payable On July 9, 2020, the Company issued 3,188,735 shares of common stock at a price of $0.01518 per share pursuant to the conversion of $45,000 of principal and $3,405 of accrued interest in Eagle Equities Note 1. On July 17, 2020, the Company issued 3,429,814 shares of common stock at a price of $0.01572 per share pursuant to the conversion of $50,000 of principal and $3,917 of accrued interest in Eagle Equities Note 1. On July 30, 2020, the Company issued 2,320,000 shares of common stock at a price of $0.021 per share pursuant to the conversion of $45,000 of principal and $3,720 of accrued interest in Eagle Equities Note 1. Dr. H. Faraz Naqvi appointed to Board of Directors On July 13, 2020, the Board of Directors appointed Dr. H. Faraz Naqvi to the Board of Directors of the Company. Dr. H. Faraz Naqvi currently serves as the Co-founder and CEO of Crossover Partners, based in Boston, Mass., whose mission is to invest in healthcare investments. He founded the firm in 2015. He joined the Board of Directors of UC Health, a health system based in Colorado and remains in that position. Since 2016 he has served as a member of the Board for the Health District of Northern Larimer County, Colorado. In 2012 the co-founder of Remote Health Access, whose mission is elderly care and telemedicine. In May 2016 Dr. Naqvi founded Front Range Geriatric Medicine, a medical practice firm, and operated that practice from 2012 through 2019. Previously, Dr. Naqvi was founder of Avicenna Capital, located in London. The firm was a healthcare investment firm and was an affiliate of Brevan Howard Asset Management in London, UK. He was there from 2007 through 2009. Prior to founding Avicenna, Faraz was a Managing Director at Pequot Capital from 2001 until 2007, where he served as the manager of the $1.3 billion healthcare fund, about $1 billion of the firm’s healthcare allocation, and a $250 million emerging markets healthcare fund. From 1991 until 2001, Faraz managed roughly $4 billion in healthcare funds at Allianz/Dresdner RCM capital where he had the highest returning funds in the world for two years. He also served as an analyst with Bank of America/Montgomery Securities from 1997 and 1998. He began his finance career as a healthcare consultant with McKinsey & Co. from 1995 until 1997. Dr. Naqvi is a Boettcher Scholar graduate of Colorado College (1986), studied economics at Trinity College, Cambridge University (1989) where he was a Marshall Scholar, received his M.D. from Harvard Medical School/M.I.T. (1993), where he performed angiogenesis research with Drs. Judah Folkman, Robert Langer and Marsha Moses. Faraz is board certified in internal medicine and geriatrics and licensed in California, New York and Colorado. Mr. Juan Carlos Iturregui, Esq. appointed to Board of Directors On July 31, 2020, the Board of Directors of the Company (the “Board”) appointed Mr. Juan Carlos Iturregui, Esq., to the Board. In 2005, he founded Milan Americas, LLC, in Washington D.C., a business consultancy where he remains the Managing Director. This consulting practice specializes in commercial, regulatory and project development engagements with focus on infrastructure and renewable energy projects in Latin America, the Caribbean and Hispanic markets. He has also had a focus on healthcare where he played a key role in expansion of major US regional healthcare provider into a new marketplace. He also co-developed and co-owned the largest solar farm in the Caribbean Basin (27MW) in 2015. During 2019 and until June 2020 Mr. Iturregui has been a Partner, and a Member of the firm’s Government Relations and the Infrastructure & Energy Practices with Nelson Mullins, LLP, Washington, D.C. office. Nelson Mullins is an Am Law 100 firm with 122 years of operations and with significant presence in Washington, D.C. and offices in 25 cities across the U.S. In 2007 and until 2018, Mr. Iturregui was a Senior Advisor at Dentons, LLP, based in Washington, D.C., a global law firm with significant presence in Washington, D.C. and offices in 85 cities across 58 countries. He was the Senior Advisor and Counsel to the Global Chairman. He worked with the international team and leadership on expanding practices and services. He was an Advisor to the Chairman on issues/structures related to the global combination (merger) with SNR Denton in 2010. From 2003 through 2005 he was with Quinn Gillespie & Associates, in Washington, D.C., a leading DC bipartisan public policy and communications firm where he was a Director. While there, he advocated public policy positions and initiatives regarding trade, tax, finance, health care, infrastructure development and appropriations on behalf of various entities, including Fortune 500 corporations, trade associations and local governments. From 2001 through 2002 he was with Hunton & Williams, LLP in Washington, D.C. where he was Senior Director of Government and Latin America Affairs. From 1997 through 2000 he was with Verner, Lipfert, Bernard, McPherson & Hand, a Washington, D.C. based law firm as Senior Attorney and Director for International Affairs. Key projects included structuring greenfield outsourcing of a P-3 super-aqueduct project, consulting to a large power utility on contract negotiations with two large “IPPs” and coordinated coalition in a major trade litigation dispute with successful outcomes. Mr. Iturregui was awarded a J.D. from The Catholic University of America, Washington, D.C. in 1990, and received a Bachelors degree from the University of Massachusetts, Amherst, MA in 1987. Of note is Mr. Iturregui’s extensive experience in government and public service, including the following: Board Member & Vice Chair — U.S. Inter-American Foundation (IAF) Appointed by President Barack Obama to serve six-year term (2015 – current). Appointment. Confirmed unanimously by the United States Senate. Promoted to Vice Chair by President Obama on July, 2016. Member, Board of Visitors (Trustee), George Mason University (GMU) Appointed by the Governor of the Commonwealth of Virginia to serve four-year term (2019 – 2023). GMU is one of the largest Tier-1 public research universities in the nation. Board Member & Vice Chair, American Red Cross, National Capital Region (2013-20). Member—The President’s Export Council (PEC) (2007 – 2009) Council Member appointed by President George W. Bush to serve with Cabinet members and select bipartisan leaders of US Congress and company executives. Participated in high-level Trade Mission to Ukraine/Russia; worked on technical groups reporting to the Secretary of Commerce; approved and presented Special Report to the President of the United States. Board Member (Independent Director) / Public Policy Committee Chair—Ability One/NISH (2005 – 2008). Oversaw $6.5 million public policy, legal, corporate communications and PR budget for $1.8 billion federally chartered annual program focused on creating employment opportunities for the severely disabled nationwide. Revamped benchmarks and metrics for the board and senior staff; institutionalized and expanded annual Congressional “fly-ins” and visits; restructured compliance guidelines and reporting requirements. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
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 [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 Payment Arrangement [Policy Text Block] | Stock-Based Compensation - Equity instruments issued to those other than employees are recognized pursuant to FASB issued ASU 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. This ASU relates to the accounting for non-employee share-based payments. The amendment in this update expands the scope of Topic 718 to include all share-based payment transactions in which a grantor acquired goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. The ASU excludes share-based payment awards that relate to: (1) financing to the issuer; or (2) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under Topic 606, Revenue from Contracts from Customers. The share-based payments are to be measured at grant-date fair value of the equity instruments that the entity is obligated to issue when the goods or service has been delivered or rendered and all other conditions necessary to earn the right to benefit from the equity instruments have been satisfied. This standard will be effective for public business entities for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year. We adopted the provisions of this ASU on January 1, 2019. The adoption had no impact on our results of operations, cash flows, or financial condition. |
Convertible Instruments, Policy [Policy Text Block] | Convertible Instruments The following assumptions were used for the valuation of the derivative liability related to the convertible notes that contain a derivative component during the three months ended June 30, 2020: - The stock prices of $0.0239 to $0.0425 in these periods would fluctuate with the Company projected volatility; - The projected volatility curve from an annualized analysis for each valuation period was based on the historical volatility of the Company and the term remaining for each note or warrant ranged from 156.5% through 219.6% at derivative treatment, issuance, conversion, exercise, and quarters ends. The Company continues to trade with high volatility; - The Holder would automatically convert the note at the maximum of 2 times the conversion price if the company were not in default. - The Holder would automatically convert the note before maturity if the registration were effective and the company was not in default. The Holder would automatically convert the note early based on ownership or trading volume limitations and the Company would redeem the unconverted balances at maturity. - A change of control and fundamental transaction would occur initially 0% of the time and increase monthly by 0% to a maximum of 0% – based on management being in control and no desire to sell the Company. - A reset event would adjust the Notes conversion price triggered by either a capital raise, stock issuance, settlement, or conversion/exercise. (A reset occurred on November 7, 2019 – Auctus Conversion triggered a reset to $0.00858). The reset events are projected to occur annually starting 3 months following the date of valuation of June 30, 2020. - For the variable rate Notes (39% or 45% discount), the Holder would convert with effective discount rates of 51.58% to 55.74% (based on the lookback terms). - The Company would redeem the notes at maturity if the conversion value were less than the payment with penalties. During the period redemption is projected 0% of the time, increasing 0% per month to a maximum of 0%. - The cash flows are discounted to net present values using risk free rates. Discount rates were based on risk free rates in effect based on the remaining term. - An event of default would occur 10% of the time, increasing 0% per month to a maximum of 10%. - The Crown Bridge warrants were amended on March 9, 2020. These remaining Crown Bridge warrants exercised on a cashless basis during the period. |
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 June 30, 2020, there were 7,317,879 options outstanding excluded from calculation of diluted net loss; as of June 30, 2019, the Company had outstanding 1,425,000 warrants and 67,879 options excluded from the calculation of diluted net loss. The Company, at its discretion, may satisfy the accrued interest on its Series A and Series X Preferred Stock via the issuance of shares of common stock; at June 30, 2020 and December 31, 2019, there were 1,192,563 and 0 shares, respectively, potentially issuable in connection with such issuance. |
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 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 condensed 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- â—Ź future expected cash flows from product sales, support agreements, consulting contracts, other customer contracts, and acquired developed technologies and patents; and â—Ź 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 condensed 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 significance 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- |
Comprehensive Income, Policy [Policy Text Block] | Other Comprehensive Loss - |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
Convertible Debt [Table Text Block] | Interest Amortization Interest Amortization Expense of Discount Expense of Discount 3 months 3 months 6 months 6 months Discount Principal Balance Accrued Interest ended ended ended ended Balance 6/30/2020 12/31/2019 6/30/2020 12/31/2019 6/30/2020 6/30/2020 6/30/2020 6/30/2020 6/30/2020 Series C Convertible Debenture $ 110,833 $ 110,833 $ 63,235 $ 57,709 $ 2,763 $ - $ 5,526 $ - $ - Series D Convertible Debenture 11,333 11,333 7,704 7,026 339 - 678 - - Convertible Note A 41,000 41,000 9,555 7,101 1,227 - 2,454 - - Power Up Note 11 - 45,000 - 1,805 - - 875 38,498 - Power Up Note 12 - 53,000 - 1,499 227 37,313 1,813 46,014 - Power Up Note 13 - 73,000 - 1,488 1,056 57,005 3,240 66,554 - Eagle Equity Note 1** 140,000 256,000 10,261 3,367 7,220 126,403 14,879 139,197 109,019 Eagle Equity Note 2 256,000 256,000 16,329 1,010 7,659 28,461 15,318 40,279 207,328 Eagle Equity Note 3 256,000 - 13,298 - 7,659 16,406 13,298 25,903 230,097 Eagle Equity Note 4 129,000 - 4,750 - 3,859 8,378 4,750 15,800 113,200 Eagle Equity Note 5 100,000 - 2,729 - 2,729 13,931 2,729 13,931 90,069 PPP Loan 460,406 - 719 - 719 - 719 - - Other - - - 1,865 - - - - - Total $ 1,504,572 $ 846,166 $ 128,580 $ 82,870 $ 35,457 $ 287,8979 $ 67,865 $ 386,175 $ 749,713 ** Subsequent to June 30, 2020, $140,000 of principal and $11,042 of accrued interest of this note were converted to a total of 8,938,549 shares of the Company’s common stock. |
Schedule of Debt [Table Text Block] | June 30, 2020 December 31, 2019 Total notes payable $ 1,504,572 $ 846,166 Less: Discount (749,713 ) (646,888 ) Notes payable - net of discount $ 754,859 $ 199,278 Current Portion, net of discount $ 754,859 $ 199,278 Long-term portion, net of discount $ - $ - |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Disclosure Text Block [Abstract] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | Derivative liability activity for the year ended December 31, 2019 and the six months ended June 30, 2020 is summarized in the table below: December 31, 2018 $ - Conversion features issued 1,472,320 Warrants issued 187,968 Settled upon conversion or exercise (689,469 ) Settled upon payment of note (191,827 ) Loss on revaluation 709,431 December 31, 2019 $ 1,488,423 Conversion features issued 518,009 Settled upon conversion or exercise (664,684 ) Settled upon payment of note (148,949 ) Gain on revaluation (211,102 ) June 30, 2020 $ 981,697 |
Stockholders' Deficit (Tables)
Stockholders' Deficit (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Stockholders' Equity Note [Abstract] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Table Text Block] | The following table summarizes the options outstanding at June 30, 2020 and the related prices for the options to purchase shares of the Company’s common stock: Weighted Weighted Weighted average average average exercise exercise Range of Number of remaining price of Number of price of exercise options contractual outstanding options exercisable prices outstanding life (years) options exercisable options $ 0.03 250,000 9.93 $ 0.03 - $ - $ 0.05 7,000,000 9.70 $ 0.05 - $ - $ 21.40 67,879 2.67 $ 21.40 67,879 $ 21.40 7,317,879 9.70 $ 0.25 67,879 $ 21.40 |
Share-based Payment Arrangement, Option, Activity [Table Text Block] | Transactions involving stock options are summarized as follows: Shares Weighted- Average Exercise Price ($) Outstanding at December 31, 2018 67,879 $ 21.40 Granted - - Cancelled - - Outstanding at December 31, 2019 67,879 $ 21.40 Granted 8,750,000 $ 0.05 Cancelled (1,500,000 ) - Outstanding at June 30, 2020 7,317,879 $ 0.25 Exercisable at June 30, 2020 67,879 $ 21.40 |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | The following table summarizes the warrants outstanding at June 30, 2020 and the related prices for the warrants to purchase shares of the Company’s common stock: Shares Weighted- Average Exercise Price ($) Outstanding at December 31, 2018 1,167,653 $ 2.18 Granted 400,000 $ 0.00858 Additional warrants due to trigger of ratchet feature 6,659,382 $ 0.00858 Exercised – cashless conversion (3,514,900 ) $ 0.00858 Forfeited (2,769,482 ) $ 0.00858 Expired (142,653 ) 17.42 Outstanding at December 31, 2019 1,800,000 $ 0.00858 Granted 6,582,382 $ 0.00858 Exercised (8,382,382 ) $ 0.0561 Outstanding at June 30, 2020 - $ - |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Details) - $ / shares | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Jan. 31, 2016 | Jun. 30, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Fair Value, Change of Control | A change of control and fundamental transaction would occur initially 0% of the time and increase monthly by 0% to a maximum of 0% – based on management being in control and no desire to sell the Company | ||||
Debt Instrument, Convertible, Conversion Price | $ 0.00858 | $ 0.00858 | |||
Fair Value, Period Redemption | During the period redemption is projected 0% of the time, increasing 0% per month to a maximum of 0% | ||||
Fair Value, Events of Default | An event of default would occur 10% of the time, increasing 0% per month to a maximum of 10% | ||||
Minimum [Member] | |||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Share Price | $ 0.0239 | 0.0239 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 156.50% | ||||
Note, Discount Rate | 39.00% | ||||
Maximum [Member] | |||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Share Price | $ 0.0425 | $ 0.0425 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 219.60% | ||||
Note, Discount Rate | 45.00% | ||||
Measurement Input, Discount Rate [Member] | Minimum [Member] | |||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Fair Value, Option, Relation to Measurement Inputs | 51.58% | ||||
Measurement Input, Discount Rate [Member] | Maximum [Member] | |||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Fair Value, Option, Relation to Measurement Inputs | 55.74% | ||||
Share-based Payment Arrangement, Option [Member] | |||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 7,317,879 | 67,879 | |||
Warrant [Member] | |||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,425,000 | ||||
Share-based Payment Arrangement [Member] | |||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,192,563 | 0 | |||
Stockholders' Equity, Reverse Stock Split | one for 101 |
Financial Condition and Going_2
Financial Condition and Going Concern (Details) - USD ($) | Jul. 21, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | Jun. 30, 2019 | Dec. 31, 2018 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Cash and Cash Equivalents, at Carrying Value | $ 17,542 | $ 83,245 | $ 284 | $ 1,304 | |
Liabilities, Current | 2,428,995 | $ 2,419,285 | |||
Proceeds from Notes Payable | $ 460,406 | ||||
Loan Proceeds that should not have been received | $ 440,000 |
Related Party Transactions (Det
Related Party Transactions (Details) | Jun. 30, 2020USD ($)shares | Mar. 02, 2020USD ($)$ / sharesshares | Feb. 27, 2020USD ($)$ / sharesshares | Mar. 11, 2019USD ($)shares | Jun. 30, 2020USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2020USD ($)$ / shares | Jun. 30, 2019USD ($) | Dec. 31, 2019$ / shares |
Related Party Transactions (Details) [Line Items] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures (in Shares) | shares | 2,000,000 | ||||||||
Number of Directors | 2 | ||||||||
Share-based Payment Arrangement, Expense | $ 39,162 | $ 6,528 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 78324 years | ||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in Dollars per share) | $ / shares | $ 0.05 | $ 0.05 | $ 0 | ||||||
Share-based Payment Arrangement, Noncash Expense | $ 159,868 | $ 42,573 | |||||||
Shares Issued, Shares, Share-based Payment Arrangement, before Forfeiture (in Shares) | shares | 250,000 | ||||||||
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited (in Shares) | shares | 750,000 | ||||||||
Dividends, Preferred Stock | 19,392 | $ 0 | 36,751 | 0 | |||||
Due to Related Parties, Current | $ 2,875 | $ 2,875 | |||||||
President [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Shares Issued, Shares, Share-based Payment Arrangement, before Forfeiture (in Shares) | shares | 100,000 | ||||||||
Shares Issued, Value, Share-based Payment Arrangement, before Forfeiture | $ 8,740 | ||||||||
Director [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Shares Issued, Shares, Share-based Payment Arrangement, before Forfeiture (in Shares) | shares | 100,000 | ||||||||
Shares Issued, Value, Share-based Payment Arrangement, before Forfeiture | $ 8,740 | ||||||||
Investor [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Accounts Payable, Related Parties | $ 61,037 | 61,037 | 61,037 | ||||||
Related Party [Member] | Accounts Payable [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Notes Payable, Related Parties | 58,000 | 58,000 | 58,000 | ||||||
Related Party [Member] | ConsultingServices Note [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Notes Payable, Related Parties | $ 65,000 | 65,000 | 65,000 | ||||||
Share-based Payment Arrangement, Option [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures (in Shares) | shares | 1,500,000 | ||||||||
Share-based Payment Arrangement, Expense | $ 58,743 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 176229 years | ||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in Dollars per share) | $ / shares | $ 0.05 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | ||||||||
Share-based Payment Arrangement, Noncash Expense | 4,896 | ||||||||
Share-based Payment Arrangement, Option [Member] | Issued to Each Related Party [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures (in Shares) | shares | 4,500,000 | ||||||||
Share-based Payment Arrangement, Noncash Expense | 9,792 | ||||||||
Restricted Stock [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Share-based Payment Arrangement, Noncash Expense | 19,374 | 53,050 | |||||||
Restricted Stock [Member] | Management [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Share-based Payment Arrangement, Noncash Expense | 6,205 | ||||||||
Restricted Stock [Member] | Employee [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Share-based Payment Arrangement, Noncash Expense | 3,059 | ||||||||
Board Member [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures (in Shares) | shares | 1,000,000 | ||||||||
Share-based Payment Arrangement, Expense | 3,264 | ||||||||
Shares Issued, Shares, Share-based Payment Arrangement, before Forfeiture (in Shares) | shares | 1,000,000 | ||||||||
Board Member [Member] | Restricted Stock [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Share-based Payment Arrangement, Noncash Expense | 10,110 | ||||||||
Related Party [Member] | Accounts Payable [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Notes Payable, Related Parties | $ 75,000 | 75,000 | 75,000 | ||||||
Series X Preferred Stock [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Dividends, Preferred Stock | 32,784 | ||||||||
Dividends Payable | 10,655 | 10,655 | 10,655 | ||||||
Series X Preferred Stock [Member] | Officer [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Dividends Payable | 6,500 | 6,500 | 6,500 | ||||||
Series X Preferred Stock [Member] | Shareholder [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Dividends Payable | $ 15,629 | $ 15,629 | $ 15,629 |
Debt (Details)
Debt (Details) - USD ($) | Jul. 30, 2020 | Jul. 21, 2020 | Jul. 17, 2020 | Jul. 09, 2020 | Jun. 26, 2020 | Jun. 23, 2020 | Jun. 17, 2020 | Jun. 05, 2020 | May 04, 2020 | Apr. 08, 2020 | Mar. 10, 2020 | Jan. 24, 2020 | Dec. 19, 2019 | Nov. 22, 2019 | Nov. 11, 2019 | Oct. 07, 2019 | Sep. 12, 2019 | Aug. 13, 2018 | Aug. 10, 2017 | Sep. 19, 2016 | Mar. 18, 2016 | Jul. 31, 2020 | Apr. 30, 2018 | Nov. 30, 2014 | Aug. 31, 2014 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | |||
Series C Debenture [Member] | ||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 100,000 | |||||||||||||||||||||||||||||||
Convertible Debt | $ 110,833 | $ 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 | |||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | 0 | 0 | ||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | 0 | 0 | ||||||||||||||||||||||||||||||
Interest Expense, Debt | 2,763 | 5,526 | ||||||||||||||||||||||||||||||
Warrants and Rights Outstanding, Term | 180 years | |||||||||||||||||||||||||||||||
Series D Debenture [Member] | ||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 10,000 | |||||||||||||||||||||||||||||||
Convertible Debt | $ 11,333 | 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 | |||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | 0 | 0 | ||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | 0 | 0 | ||||||||||||||||||||||||||||||
Interest Expense, Debt | 339 | 678 | ||||||||||||||||||||||||||||||
Warrants and Rights Outstanding, Term | 12 years | |||||||||||||||||||||||||||||||
Convertible Note A [Member] | ||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 60,000 | |||||||||||||||||||||||||||||||
Convertible Debt | 41,000 | 41,000 | 41,000 | |||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | Pursuant to the terms of the 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 the Convertible Note A until its maturity on September 16, 2016 at which time the Company was obligated to repay the full principal amount of the Convertible Note A. The Convertible Note A is convertible by the holder at any time into shares of the Company’s common stock at price of $1.00 per share, and throughout the duration of the note, the holder has the right to participate in any financing the Company may engage in upon the same terms and conditions as all other investors. | |||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 18,750 | 0 | 0 | |||||||||||||||||||||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 9,375 | |||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues (in Shares) | 75,000 | 15,000 | 15,000 | 75,000 | ||||||||||||||||||||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ 0.30 | |||||||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 6,750 | $ 4,050 | $ 7,500 | |||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 25,000 | |||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 3,750 | |||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 7,860 | 15,000 | ||||||||||||||||||||||||||||||
Gain (Loss) on Extinguishment of Debt | (13,867) | |||||||||||||||||||||||||||||||
Repayments of Convertible Debt | $ 4,000 | |||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | 0 | 0 | ||||||||||||||||||||||||||||||
Interest Expense, Debt | 1,227 | 2,454 | ||||||||||||||||||||||||||||||
Convertible Note A [Member] | Accrued Interest [Member] | ||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 120,000 | |||||||||||||||||||||||||||||||
Power Up Note 11 [Member] | ||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 45,000 | |||||||||||||||||||||||||||||||
Convertible Debt | 0 | 0 | $ 45,000 | |||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | Under the Power Up Note 11, Power Up may convert all or a portion of the outstanding principal of the Power Up Note 11 into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Power Up Note 11, at a price equal to the higher of the variable conversion price or $0.00006 per share. The variable conversion price shall mean 55% of 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 Power Up may not convert the Power Up Note 11 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, Unamortized Discount | $ 3,000 | 0 | 0 | |||||||||||||||||||||||||||||
Repayments of Convertible Debt | 74,195 | |||||||||||||||||||||||||||||||
Debt Instrument, Payment Terms | If the Company prepays the Power Up Note 11 within 30 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 115%; if such prepayment is made between the 31st day and the 60th day after the issuance of the Power Up Note 11, then such redemption premium is 120%; if such prepayment is made from the sixty first 61st to the 90th day after issuance, then such redemption premium is 125%; and if such prepayment is made from the 91st to the 120th day after issuance, then such redemption premium is 130%; and if such prepayment is made from the 121st to the 150th day after issuance, then such redemption premium is 135%; and if such prepayment is made from the 151st to the 180th day after issuance, then such redemption premium is 140%. After the 180th day following the issuance of the Power Up Note 11, there shall be no further right of prepayment. | |||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | 0 | 38,498 | 3,000 | |||||||||||||||||||||||||||||
Debt Instrument, Increase, Accrued Interest | 1,642 | |||||||||||||||||||||||||||||||
Interest Expense, Debt | 0 | 875 | ||||||||||||||||||||||||||||||
Embedded Derivative, Gain on Embedded Derivative | 35,420 | |||||||||||||||||||||||||||||||
Embedded Derivative, No Longer Bifurcated, Amount Reclassified to Stockholders' Equity | 21,266 | |||||||||||||||||||||||||||||||
Power Up Note 11 [Member] | Embedded Derivative Financial Instruments [Member] | ||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | 47,187 | |||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | 45,000 | |||||||||||||||||||||||||||||||
Interest Expense, Debt | 2,187 | |||||||||||||||||||||||||||||||
Power Up Note 11 [Member] | Minimum [Member] | ||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 0.00006 | |||||||||||||||||||||||||||||||
Power Up Note 12 [Member] | ||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 53,000 | |||||||||||||||||||||||||||||||
Convertible Debt | 0 | 0 | 53,000 | |||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | Under the Power Up Note 12, Power Up may convert all or a portion of the outstanding principal of the Power Up Note 12 into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Power Up Note 12, at a price equal to the higher of the variable conversion price or $0.00006 per share. The variable conversion price shall mean 55% of 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 Power Up may not convert the Power Up Note 12 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, Unamortized Discount | $ 3,000 | 0 | 0 | |||||||||||||||||||||||||||||
Gain (Loss) on Extinguishment of Debt | 4,247 | |||||||||||||||||||||||||||||||
Debt Instrument, Payment Terms | If the Company prepays the Power Up Note 12 within 30 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 115%; if such prepayment is made between the 31st day and the 60th day after the issuance of the Power Up Note 12, then such redemption premium is 120%; if such prepayment is made from the sixty first 61st to the 90th day after issuance, then such redemption premium is 125%; and if such prepayment is made from the 91st to the 120th day after issuance, then such redemption premium is 130%; and if such prepayment is made from the 121st to the 150th day after issuance, then such redemption premium is 135%; and if such prepayment is made from the 151st to the 180th day after issuance, then such redemption premium is 140%. After the 180th day following the issuance of the Power Up Note 12, there shall be no further right of prepayment. | |||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | 37,313 | 46,014 | ||||||||||||||||||||||||||||||
Debt Instrument, Increase, Accrued Interest | $ 1,499 | |||||||||||||||||||||||||||||||
Interest Expense, Debt | 227 | 1,813 | ||||||||||||||||||||||||||||||
Repayments of Notes Payable | 84,231 | |||||||||||||||||||||||||||||||
Adjustments to Additional Paid in Capital, Convertible Debt with Conversion Feature | (62,569) | |||||||||||||||||||||||||||||||
Power Up Note 12 [Member] | Embedded Derivative Financial Instruments [Member] | ||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | 53,000 | |||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | 54,969 | |||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | 6,502 | |||||||||||||||||||||||||||||||
Interest Expense, Debt | 2,187 | |||||||||||||||||||||||||||||||
Power Up Note 12 [Member] | Accrued Interest [Member] | ||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Repayments of Notes Payable | 3,312 | |||||||||||||||||||||||||||||||
Power Up Note 12 [Member] | Principal [Member] | ||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Repayments of Notes Payable | 53,000 | |||||||||||||||||||||||||||||||
Power Up Note 12 [Member] | Prepayment Penalty [Member] | ||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Repayments of Notes Payable | 27,919 | |||||||||||||||||||||||||||||||
Power Up Note 13 [Member] | ||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 73,000 | |||||||||||||||||||||||||||||||
Convertible Debt | 0 | 0 | 73,000 | |||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | Under the Power Up Note 13, Power Up may convert all or a portion of the outstanding principal of the Power Up Note 13 into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Power Up Note 12, at a price equal to the higher of the variable conversion price or $0.00006 per share. The variable conversion price shall mean 55% of 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 Power Up may not convert the Power Up Note 13 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, Unamortized Discount | $ 3,000 | 0 | 0 | |||||||||||||||||||||||||||||
Gain (Loss) on Extinguishment of Debt | 4,882 | |||||||||||||||||||||||||||||||
Debt Instrument, Payment Terms | If the Company prepays the Power Up Note 13 within 30 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 115%; if such prepayment is made between the 31st day and the 60th day after the issuance of the Power Up Note 13, then such redemption premium is 120%; if such prepayment is made from the sixty first 61st to the 90th day after issuance, then such redemption premium is 125%; and if such prepayment is made from the 91st to the 120th day after issuance, then such redemption premium is 130%; and if such prepayment is made from the 121st to the 150th day after issuance, then such redemption premium is 135%; and if such prepayment is made from the 151st to the 180th day after issuance, then such redemption premium is 140%. After the 180th day following the issuance of the Power Up Note 13, there shall be no further right of prepayment. | |||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | 57,005 | 66,554 | ||||||||||||||||||||||||||||||
Interest Expense, Debt | 1,056 | 3,240 | ||||||||||||||||||||||||||||||
Repayments of Notes Payable | 115,980 | |||||||||||||||||||||||||||||||
Adjustments to Additional Paid in Capital, Convertible Debt with Conversion Feature | 86,380 | |||||||||||||||||||||||||||||||
Power Up Note 13 [Member] | Embedded Derivative Financial Instruments [Member] | ||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | 73,000 | |||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | 73,529 | |||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | 6,091 | |||||||||||||||||||||||||||||||
Interest Expense, Debt | 529 | |||||||||||||||||||||||||||||||
Eagle Equities Note 1 [Member] | ||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 256,000 | |||||||||||||||||||||||||||||||
Convertible Debt | [1] | 140,000 | 140,000 | 256,000 | ||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 0.01362 | $ 0.0132 | $ 0.0132 | $ 0.0132 | ||||||||||||||||||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | Under the Eagle Equities Note 1, Eagle Equities may convert all or a portion of the outstanding principal of the Eagle Equities Note 1 into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Eagle Equities Note 1, at a price equal to 60% of lowest traded price during the 20 day trading period ending on the day the conversion notice is received by the Company, provided, however, that Eagle Equities may not convert the Eagle Equities Note 1 to the extent that such conversion would result in beneficial ownership by Eagle Equities and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock. | |||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 6,000 | 109,019 | [1] | 109,019 | [1] | |||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 2,045,130 | 3,243,434 | 2,023,358 | 2,015,783 | ||||||||||||||||||||||||||||
Debt Instrument, Payment Terms | If the Company prepays the Eagle Equities Note 4 during the 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 Eagle Equities Note 4, then such redemption premium is 116%; if such prepayment is made from the sixty first 61st to the 90th day after issuance, then such redemption premium is 122%; and if such prepayment is made from the 91st to the 120th day after issuance, then such redemption premium is 128%; and if such prepayment is made from the 121st to the 150th day after issuance, then such redemption premium is 134%; and if such prepayment is made from the 151st to the 180th day after issuance, then such redemption premium is 140%. After the 180th day following the issuance of the Eagle Equities Note 4, there shall be no further right of prepayment. | |||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | [1] | 126,403 | 139,197 | |||||||||||||||||||||||||||||
Debt Instrument, Increase, Accrued Interest | 3,367 | |||||||||||||||||||||||||||||||
Interest Expense, Debt | [1] | 7,220 | 14,879 | |||||||||||||||||||||||||||||
Debt Conversion, Description | If the Company prepays the Eagle Equities Note 1 during the 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 Eagle Equities Note 1, then such redemption premium is 116%; if such prepayment is made from the sixty first 61st to the 90th day after issuance, then such redemption premium is 122%; and if such prepayment is made from the 91st to the 120th day after issuance, then such redemption premium is 128%; and if such prepayment is made from the 121st to the 150th day after issuance, then such redemption premium is 134%; and if such prepayment is made from the 151st to the 180th day after issuance, then such redemption premium is 140%. After the 180th day following the issuance of the Eagle Equities Note 1, there shall be no further right of prepayment. | |||||||||||||||||||||||||||||||
Eagle Equities Note 1 [Member] | Embedded Derivative Financial Instruments [Member] | ||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | 256,000 | |||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | 271,694 | |||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | 7,784 | |||||||||||||||||||||||||||||||
Interest Expense, Debt | 15,694 | |||||||||||||||||||||||||||||||
Eagle Equities Note 1 [Member] | Accrued Interest [Member] | ||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 1,855 | $ 2,813 | $ 1,708 | $ 1,608 | ||||||||||||||||||||||||||||
Eagle Equities Note 1 [Member] | Principal [Member] | ||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 26,000 | $ 40,000 | $ 25,000 | $ 25,000 | ||||||||||||||||||||||||||||
Eagle Equities Note 2 [Member] | ||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 256,000 | |||||||||||||||||||||||||||||||
Convertible Debt | 256,000 | 256,000 | 256,000 | |||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | Under the Eagle Equities Note 2, Eagle Equities may convert all or a portion of the outstanding principal of the Eagle Equities Note 2 into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Eagle Equities Note 2, at a price equal to 60% of lowest traded price during the 20 day trading period ending on the day the conversion notice is received by the Company, provided, however, that Eagle Equities may not convert the Eagle Equities Note 2 to the extent that such conversion would result in beneficial ownership by Eagle Equities and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock. | |||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 6,000 | 207,328 | 207,328 | |||||||||||||||||||||||||||||
Debt Instrument, Payment Terms | If the Company prepays the Eagle Equities Note 2 during the 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 Eagle Equities Note 2, then such redemption premium is 116%; if such prepayment is made from the sixty first 61st to the 90th day after issuance, then such redemption premium is 122%; and if such prepayment is made from the 91st to the 120th day after issuance, then such redemption premium is 128%; and if such prepayment is made from the 121st to the 150th day after issuance, then such redemption premium is 134%; and if such prepayment is made from the 151st to the 180th day after issuance, then such redemption premium is 140%. After the 180th day following the issuance of the Eagle Equities Note 2, there shall be no further right of prepayment. | |||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | 28,461 | 40,279 | ||||||||||||||||||||||||||||||
Debt Instrument, Increase, Accrued Interest | 1,094 | |||||||||||||||||||||||||||||||
Interest Expense, Debt | 7,659 | 15,318 | ||||||||||||||||||||||||||||||
Eagle Equities Note 2 [Member] | Embedded Derivative Financial Instruments [Member] | ||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | 256,000 | |||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | 277,476 | |||||||||||||||||||||||||||||||
Interest Expense, Debt | 21,476 | |||||||||||||||||||||||||||||||
Eagle Equities Note 3 [Member] | ||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 256,000 | |||||||||||||||||||||||||||||||
Convertible Debt | 256,000 | 256,000 | 0 | |||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | Under the Eagle Equities Note 3, Eagle Equities may convert all or a portion of the outstanding principal of the Eagle Equities Note 3 into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Eagle Equities Note 3, at a price equal to 60% of lowest traded price during the 20 day trading period ending on the day the conversion notice is received by the Company, provided, however, that Eagle Equities may not convert the Eagle Equities Note 3 to the extent that such conversion would result in beneficial ownership by Eagle Equities and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock. | |||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 6,000 | 230,097 | 230,097 | |||||||||||||||||||||||||||||
Debt Instrument, Payment Terms | If the Company prepays the Eagle Equities Note 3 during the 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 Eagle Equities Note 3, then such redemption premium is 116%; if such prepayment is made from the sixty first 61st to the 90th day after issuance, then such redemption premium is 122%; and if such prepayment is made from the 91st to the 120th day after issuance, then such redemption premium is 128%; and if such prepayment is made from the 121st to the 150th day after issuance, then such redemption premium is 134%; and if such prepayment is made from the 151st to the 180th day after issuance, then such redemption premium is 140%. After the 180th day following the issuance of the Eagle Equities Note 3, there shall be no further right of prepayment | |||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | 16,406 | 25,903 | ||||||||||||||||||||||||||||||
Interest Expense, Debt | 7,659 | 13,298 | ||||||||||||||||||||||||||||||
Eagle Equities Note 3 [Member] | Embedded Derivative Financial Instruments [Member] | ||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 250,000 | |||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | 272,412 | |||||||||||||||||||||||||||||||
Interest Expense, Debt | 22,412 | |||||||||||||||||||||||||||||||
Eagle Equities Note 4 [Member] | ||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 129,000 | |||||||||||||||||||||||||||||||
Convertible Debt | 129,000 | 129,000 | 0 | |||||||||||||||||||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | Under the Eagle Equities Note 4, Eagle Equities may convert all or a portion of the outstanding principal of the Eagle Equities Note 4 into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Eagle Equities Note 4, at a price equal to 60% of lowest traded price during the 20 day trading period ending on the day the conversion notice is received by the Company, provided, however, that Eagle Equities may not convert the Eagle Equities Note 4 to the extent that such conversion would result in beneficial ownership by Eagle Equities and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock. | |||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 4,000 | 113,200 | 113,200 | |||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | 8,378 | 15,800 | ||||||||||||||||||||||||||||||
Interest Expense, Debt | 3,859 | 4,750 | ||||||||||||||||||||||||||||||
Eagle Equities Note 4 [Member] | Embedded Derivative Financial Instruments [Member] | ||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | 125,000 | |||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | 139,021 | |||||||||||||||||||||||||||||||
Interest Expense, Debt | $ 14,021 | |||||||||||||||||||||||||||||||
Eagle Equities Note 5 [Member] | ||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 100,000 | |||||||||||||||||||||||||||||||
Convertible Debt | 100,000 | 100,000 | 0 | |||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | Under the Eagle Equities Note 5, Eagle Equities may convert all or a portion of the outstanding principal of the Eagle Equities Note 5 into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Eagle Equities Note 5, at a price equal to 60% of lowest traded price during the 20 day trading period ending on the day the conversion notice is received by the Company, provided, however, that Eagle Equities may not convert the Eagle Equities Note 5 to the extent that such conversion would result in beneficial ownership by Eagle Equities and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock. | |||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 4,000 | 90,069 | 90,069 | |||||||||||||||||||||||||||||
Debt Instrument, Payment Terms | If the Company prepays the Eagle Equities Note 5 during the 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 Eagle Equities Note 5, then such redemption premium is 116%; if such prepayment is made from the sixty first 61st to the 90th day after issuance, then such redemption premium is 122%; and if such prepayment is made from the 91st to the 120th day after issuance, then such redemption premium is 128%; and if such prepayment is made from the 121st to the 150th day after issuance, then such redemption premium is 134%; and if such prepayment is made from the 151st to the 180th day after issuance, then such redemption premium is 140%. After the 180th day following the issuance of the Eagle Equities Note 5, there shall be no further right of prepayment. | |||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | 13,931 | 13,931 | ||||||||||||||||||||||||||||||
Interest Expense, Debt | 2,729 | 2,729 | ||||||||||||||||||||||||||||||
Eagle Equities Note 5 [Member] | Embedded Derivative Financial Instruments [Member] | ||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 100,000 | |||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | 106,576 | |||||||||||||||||||||||||||||||
Interest Expense, Debt | 6,576 | |||||||||||||||||||||||||||||||
PPP Loan [Member] | ||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 460,406 | $ 460,406 | ||||||||||||||||||||||||||||||
Convertible Debt | 460,406 | 460,406 | $ 0 | |||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 1.00% | |||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | 0 | 0 | ||||||||||||||||||||||||||||||
Debt Instrument, Payment Terms | deferral of payments for the first six months | |||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | 0 | 0 | ||||||||||||||||||||||||||||||
Interest Expense, Debt | 719 | 719 | ||||||||||||||||||||||||||||||
Long-term Debt, Description | The PPP loan was obtained pursuant to the CARES Act, which provides for loans to qualifying businesses for amounts up to 2.5 times of the average monthly payroll expenses of the qualifying business plus Economic Injury Disaster Loan amounts. The loans and accrued interest are forgivable after sixty days providing the borrower uses the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and maintains its payroll levels. The amount of loan forgiveness will be reduced if the borrower terminates employees or reduces salaries during the sixty-day period. | |||||||||||||||||||||||||||||||
Debt Instrument, Term | 2 years | |||||||||||||||||||||||||||||||
Debt Instrument, Description | Bank of America notified the Company in writing that it should not have received $440,000 of the loan proceeds, representing an amount for the refinancing of an Economic Injury Disaster Loan which the Company did not receive. Bank of America has required that the Company remit such funds back to Bank of America. The Company is currently in discussions with Bank of America to arrange terms for a repayment plan. | |||||||||||||||||||||||||||||||
Principal [Member] | Power Up Note 11 [Member] | ||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Repayments of Convertible Debt | 45,000 | |||||||||||||||||||||||||||||||
Principal [Member] | Power Up Note 13 [Member] | ||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Repayments of Notes Payable | 73,000 | |||||||||||||||||||||||||||||||
Accrued Interest [Member] | Power Up Note 11 [Member] | ||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Repayments of Convertible Debt | 2,680 | |||||||||||||||||||||||||||||||
Accrued Interest [Member] | Power Up Note 13 [Member] | ||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Repayments of Notes Payable | 4,728 | |||||||||||||||||||||||||||||||
Prepayment Penalty [Member] | Power Up Note 11 [Member] | ||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Repayments of Convertible Debt | $ 23,815 | |||||||||||||||||||||||||||||||
Prepayment Penalty [Member] | Power Up Note 13 [Member] | ||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Repayments of Notes Payable | $ 38,252 | |||||||||||||||||||||||||||||||
Subsequent Event [Member] | Eagle Equities Note 1 [Member] | ||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 0.021 | $ 0.01572 | $ 0.01518 | |||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 2,320,000 | 3,429,814 | 3,188,735 | 8,938,549 | ||||||||||||||||||||||||||||
Subsequent Event [Member] | Eagle Equities Note 1 [Member] | Accrued Interest [Member] | ||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 3,720 | $ 3,917 | $ 3,405 | $ 11,042 | ||||||||||||||||||||||||||||
Subsequent Event [Member] | Eagle Equities Note 1 [Member] | Principal [Member] | ||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 45,000 | $ 50,000 | $ 45,000 | $ 140,000 | ||||||||||||||||||||||||||||
Subsequent Event [Member] | PPP Loan [Member] | ||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Debt Instrument, Description | Bank of America notified the Company in writing that it should not have received $440,000 of the loan proceeds, representing an amount for the refinancing of an Economic Injury Disaster Loan which the Company did not receive. Bank of America has required that the Company remit such funds back to Bank of America. The Company is currently in discussions with Bank of America to arrange terms for a repayment plan. | |||||||||||||||||||||||||||||||
[1] | Subsequent to June 30, 2020, $140,000 of principal and $11,042 of accrued interest of this note were converted to a total of 8,938,549 shares of the Company's common stock. |
Debt (Details) - Convertible De
Debt (Details) - Convertible Debt - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||||||
Jun. 30, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Apr. 08, 2020 | Mar. 10, 2020 | Jan. 24, 2020 | Dec. 19, 2019 | Nov. 22, 2019 | Nov. 11, 2019 | Oct. 07, 2019 | Sep. 12, 2019 | Mar. 18, 2016 | Nov. 30, 2014 | Aug. 31, 2014 | ||||
Debt (Details) - Convertible Debt [Line Items] | ||||||||||||||||||
Principal Balance | $ 1,504,572 | $ 1,504,572 | $ 846,166 | |||||||||||||||
Accrued Interest | 128,580 | 128,580 | 82,870 | |||||||||||||||
Interest Expense | 35,457 | 67,865 | ||||||||||||||||
Amortization of Discount | 2,878,979 | 386,175 | $ 261,035 | |||||||||||||||
Discount Balance | 749,713 | 749,713 | 646,888 | |||||||||||||||
Series C Debenture [Member] | ||||||||||||||||||
Debt (Details) - Convertible Debt [Line Items] | ||||||||||||||||||
Principal Balance | 110,833 | 110,833 | 110,833 | $ 110,833 | ||||||||||||||
Accrued Interest | 63,235 | 63,235 | 57,709 | |||||||||||||||
Interest Expense | 2,763 | 5,526 | ||||||||||||||||
Amortization of Discount | 0 | 0 | ||||||||||||||||
Discount Balance | 0 | 0 | ||||||||||||||||
Series D Debenture [Member] | ||||||||||||||||||
Debt (Details) - Convertible Debt [Line Items] | ||||||||||||||||||
Principal Balance | 11,333 | 11,333 | 11,333 | $ 11,333 | ||||||||||||||
Accrued Interest | 7,704 | 7,704 | 7,026 | |||||||||||||||
Interest Expense | 339 | 678 | ||||||||||||||||
Amortization of Discount | 0 | 0 | ||||||||||||||||
Discount Balance | 0 | 0 | ||||||||||||||||
Convertible Note A [Member] | ||||||||||||||||||
Debt (Details) - Convertible Debt [Line Items] | ||||||||||||||||||
Principal Balance | 41,000 | 41,000 | 41,000 | |||||||||||||||
Accrued Interest | 9,555 | 9,555 | 7,101 | |||||||||||||||
Interest Expense | 1,227 | 2,454 | ||||||||||||||||
Amortization of Discount | 0 | 0 | ||||||||||||||||
Discount Balance | 0 | 0 | $ 18,750 | |||||||||||||||
Power Up Note 11 [Member] | ||||||||||||||||||
Debt (Details) - Convertible Debt [Line Items] | ||||||||||||||||||
Principal Balance | 0 | 0 | 45,000 | |||||||||||||||
Accrued Interest | 0 | 0 | 1,805 | |||||||||||||||
Interest Expense | 0 | 875 | ||||||||||||||||
Amortization of Discount | 0 | 38,498 | 3,000 | |||||||||||||||
Discount Balance | 0 | 0 | $ 3,000 | |||||||||||||||
Power Up Note 12 [Member] | ||||||||||||||||||
Debt (Details) - Convertible Debt [Line Items] | ||||||||||||||||||
Principal Balance | 0 | 0 | 53,000 | |||||||||||||||
Accrued Interest | 0 | 0 | 1,499 | |||||||||||||||
Interest Expense | 227 | 1,813 | ||||||||||||||||
Amortization of Discount | 37,313 | 46,014 | ||||||||||||||||
Discount Balance | 0 | 0 | $ 3,000 | |||||||||||||||
Power Up Note 13 [Member] | ||||||||||||||||||
Debt (Details) - Convertible Debt [Line Items] | ||||||||||||||||||
Principal Balance | 0 | 0 | 73,000 | |||||||||||||||
Accrued Interest | 0 | 0 | 1,488 | |||||||||||||||
Interest Expense | 1,056 | 3,240 | ||||||||||||||||
Amortization of Discount | 57,005 | 66,554 | ||||||||||||||||
Discount Balance | 0 | 0 | $ 3,000 | |||||||||||||||
Eagle Equities Note 1 [Member] | ||||||||||||||||||
Debt (Details) - Convertible Debt [Line Items] | ||||||||||||||||||
Principal Balance | [1] | 140,000 | 140,000 | 256,000 | ||||||||||||||
Accrued Interest | [1] | 10,261 | 10,261 | 3,367 | ||||||||||||||
Interest Expense | [1] | 7,220 | 14,879 | |||||||||||||||
Amortization of Discount | [1] | 126,403 | 139,197 | |||||||||||||||
Discount Balance | 109,019 | [1] | 109,019 | [1] | $ 6,000 | |||||||||||||
Eagle Equities Note 2 [Member] | ||||||||||||||||||
Debt (Details) - Convertible Debt [Line Items] | ||||||||||||||||||
Principal Balance | 256,000 | 256,000 | 256,000 | |||||||||||||||
Accrued Interest | 16,329 | 16,329 | 1,010 | |||||||||||||||
Interest Expense | 7,659 | 15,318 | ||||||||||||||||
Amortization of Discount | 28,461 | 40,279 | ||||||||||||||||
Discount Balance | 207,328 | 207,328 | $ 6,000 | |||||||||||||||
Eagle Equities Note 3 [Member] | ||||||||||||||||||
Debt (Details) - Convertible Debt [Line Items] | ||||||||||||||||||
Principal Balance | 256,000 | 256,000 | 0 | |||||||||||||||
Accrued Interest | 13,298 | 13,298 | 0 | |||||||||||||||
Interest Expense | 7,659 | 13,298 | ||||||||||||||||
Amortization of Discount | 16,406 | 25,903 | ||||||||||||||||
Discount Balance | 230,097 | 230,097 | $ 6,000 | |||||||||||||||
Eagle Equities Note 4 [Member] | ||||||||||||||||||
Debt (Details) - Convertible Debt [Line Items] | ||||||||||||||||||
Principal Balance | 129,000 | 129,000 | 0 | |||||||||||||||
Accrued Interest | 4,750 | 4,750 | 0 | |||||||||||||||
Interest Expense | 3,859 | 4,750 | ||||||||||||||||
Amortization of Discount | 8,378 | 15,800 | ||||||||||||||||
Discount Balance | 113,200 | 113,200 | $ 4,000 | |||||||||||||||
Eagle Equities Note 5 [Member] | ||||||||||||||||||
Debt (Details) - Convertible Debt [Line Items] | ||||||||||||||||||
Principal Balance | 100,000 | 100,000 | 0 | |||||||||||||||
Accrued Interest | 2,729 | 2,729 | 0 | |||||||||||||||
Interest Expense | 2,729 | 2,729 | ||||||||||||||||
Amortization of Discount | 13,931 | 13,931 | ||||||||||||||||
Discount Balance | 90,069 | 90,069 | $ 4,000 | |||||||||||||||
PPP Loan [Member] | ||||||||||||||||||
Debt (Details) - Convertible Debt [Line Items] | ||||||||||||||||||
Principal Balance | 460,406 | 460,406 | 0 | |||||||||||||||
Accrued Interest | 719 | 719 | 0 | |||||||||||||||
Interest Expense | 719 | 719 | ||||||||||||||||
Amortization of Discount | 0 | 0 | ||||||||||||||||
Discount Balance | 0 | 0 | ||||||||||||||||
Other [Member] | ||||||||||||||||||
Debt (Details) - Convertible Debt [Line Items] | ||||||||||||||||||
Principal Balance | 0 | 0 | 0 | |||||||||||||||
Accrued Interest | 0 | 0 | $ 1,865 | |||||||||||||||
Interest Expense | 0 | 0 | ||||||||||||||||
Amortization of Discount | 0 | 0 | ||||||||||||||||
Discount Balance | $ 0 | $ 0 | ||||||||||||||||
[1] | Subsequent to June 30, 2020, $140,000 of principal and $11,042 of accrued interest of this note were converted to a total of 8,938,549 shares of the Company's common stock. |
Debt (Details) - Schedule of De
Debt (Details) - Schedule of Debt - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Schedule of Debt [Abstract] | ||
Total notes payable | $ 1,504,572 | $ 846,166 |
Less: Discount | (749,713) | (646,888) |
Notes payable - net of discount | 754,859 | 199,278 |
Current Portion, net of discount | 754,859 | 199,278 |
Long-term portion, net of discount | $ 0 | $ 0 |
Derivative Liabilities (Details
Derivative Liabilities (Details) - Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Balance | $ 1,488,423 | $ 0 |
Settled upon conversion or exercise | (664,684) | (689,469) |
Settled | (148,949) | (191,827) |
Loss on revaluation | (211,102) | 709,431 |
Balance | 981,697 | 1,488,423 |
Embedded Derivative Financial Instruments [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Derivative issued | $ 518,009 | 1,472,320 |
Warrant [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Derivative issued | $ 187,968 |
Stockholders' Deficit (Details)
Stockholders' Deficit (Details) | Jun. 26, 2020USD ($)$ / sharesshares | Jun. 23, 2020USD ($)$ / sharesshares | Jun. 17, 2020USD ($)$ / sharesshares | Jun. 05, 2020USD ($)$ / sharesshares | Mar. 02, 2020USD ($)$ / sharesshares | Jun. 30, 2020USD ($)$ / sharesshares | Jun. 30, 2019USD ($) | Jun. 30, 2020USD ($)$ / sharesshares | Jun. 30, 2019USD ($)shares | Dec. 31, 2019USD ($)$ / sharesshares |
Stockholders' Deficit (Details) [Line Items] | ||||||||||
Common Stock, Shares Authorized | shares | 500,000,000 | 500,000,000 | 500,000,000 | |||||||
Common Stock, Par or Stated Value Per Share (in Dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | |||||||
Common Stock, Shares, Outstanding | shares | 98,796,144 | 98,796,144 | 81,268,443 | |||||||
Common Stock, Shares, Issued | shares | 98,796,144 | 98,796,144 | 81,268,443 | |||||||
Other Nonoperating Gains (Losses) (in Dollars) | $ 446,155 | $ 0 | ||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ / shares | $ 0.00858 | $ 0.00858 | ||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 1,918,625 | |||||||||
Stock Issued During Period, Value, Issued for Services (in Dollars) | $ 7,680 | $ 17,480 | ||||||||
Share-based Payment Arrangement, Noncash Expense (in Dollars) | $ 159,868 | $ 42,573 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Requisite Service Period | 2875 years | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | shares | 8,750,000 | 0 | ||||||||
Number of Investors | 2 | |||||||||
Class of Warrants, Exercised | shares | (8,382,382) | (3,514,900) | ||||||||
Number of Transactions | 7 | |||||||||
Gain (Loss) on Extinguishment of Debt (in Dollars) | $ (99,724) | |||||||||
Common Stock Cancelled, Previously Issued | shares | 400,000 | |||||||||
Preferred Stock, Shares Authorized | shares | 100,000,000 | 100,000,000 | ||||||||
Stock Issued During Period, Value, Purchase of Assets (in Dollars) | $ 71,558 | |||||||||
Dividends, Preferred Stock (in Dollars) | $ 19,392 | $ 0 | 36,751 | $ 0 | ||||||
Dividends Payable, Current (in Dollars) | 36,751 | 36,751 | $ 0 | |||||||
Share-based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount (in Dollars) | $ 253,582 | $ 253,582 | ||||||||
Principal [Member] | ||||||||||
Stockholders' Deficit (Details) [Line Items] | ||||||||||
Debt Conversion, Original Debt, Amount (in Dollars) | 86,000 | |||||||||
Accrued Interest [Member] | ||||||||||
Stockholders' Deficit (Details) [Line Items] | ||||||||||
Debt Conversion, Original Debt, Amount (in Dollars) | $ 4,260 | |||||||||
Eagle Equities Note 1 [Member] | ||||||||||
Stockholders' Deficit (Details) [Line Items] | ||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ / shares | $ 0.01362 | $ 0.0132 | $ 0.0132 | $ 0.0132 | ||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 2,045,130 | 3,243,434 | 2,023,358 | 2,015,783 | ||||||
Eagle Equities Note 1 [Member] | Principal [Member] | ||||||||||
Stockholders' Deficit (Details) [Line Items] | ||||||||||
Debt Conversion, Original Debt, Amount (in Dollars) | $ 26,000 | $ 40,000 | $ 25,000 | $ 25,000 | ||||||
Eagle Equities Note 1 [Member] | Accrued Interest [Member] | ||||||||||
Stockholders' Deficit (Details) [Line Items] | ||||||||||
Debt Conversion, Original Debt, Amount (in Dollars) | $ 1,855 | $ 2,813 | $ 1,708 | $ 1,608 | ||||||
Cashless Exercise of Warrants [Member] | ||||||||||
Stockholders' Deficit (Details) [Line Items] | ||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | shares | 2,901,440 | 4,098,556 | ||||||||
Other Nonoperating Gains (Losses) (in Dollars) | $ (24,894) | $ 259,947 | ||||||||
Class of Warrants, Exercised | shares | 4,480,938 | |||||||||
Additional Shares for Variable Conversion Feature on Warrants [Member] | ||||||||||
Stockholders' Deficit (Details) [Line Items] | ||||||||||
Stock Issued During Period, Shares, New Issues | shares | 1,011,967 | |||||||||
Officers and Board Members [Member] | ||||||||||
Stockholders' Deficit (Details) [Line Items] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Requisite Service Period | 27580 years | |||||||||
Agreement with Investors Regarding Exercise Price of Warrants [Member] | ||||||||||
Stockholders' Deficit (Details) [Line Items] | ||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | shares | 1,000,000 | |||||||||
Other Nonoperating Gains (Losses) (in Dollars) | $ (77,652) | |||||||||
Class of Warrants, Exercised | shares | 2,769,482 | |||||||||
Services [Member] | ||||||||||
Stockholders' Deficit (Details) [Line Items] | ||||||||||
Stock Issued During Period, Shares, Issued for Services | shares | 200,000 | 200,000 | ||||||||
Stock Issued During Period, Value, Issued for Services (in Dollars) | $ 7,680 | $ 17,480 | ||||||||
Restricted Stock [Member] | ||||||||||
Stockholders' Deficit (Details) [Line Items] | ||||||||||
Share-based Payment Arrangement, Noncash Expense (in Dollars) | $ 19,374 | $ 53,050 | ||||||||
Share-based Payment Arrangement, Option [Member] | ||||||||||
Stockholders' Deficit (Details) [Line Items] | ||||||||||
Share-based Payment Arrangement, Noncash Expense (in Dollars) | $ 4,896 | |||||||||
Share-based Payment Arrangement, Option [Member] | Services [Member] | ||||||||||
Stockholders' Deficit (Details) [Line Items] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | shares | 2,000,000 | |||||||||
Number of Consultants | 4 | |||||||||
APIC, Share-based Payment Arrangement, Recognition and Exercise (in Dollars) | $ 83,720 | |||||||||
Share-based Payment Arrangement, Option [Member] | Services [Member] | Each Consultant [Member] | ||||||||||
Stockholders' Deficit (Details) [Line Items] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | shares | 500,000 | |||||||||
APIC, Share-based Payment Arrangement, Recognition and Exercise (in Dollars) | $ 20,930 | |||||||||
Series X Preferred Stock [Member] | ||||||||||
Stockholders' Deficit (Details) [Line Items] | ||||||||||
Preferred Stock, Shares Authorized | shares | 400,000 | 400,000 | ||||||||
Preferred Stock, Shares Issued | shares | 26,227 | 26,227 | 26,227 | |||||||
Preferred Stock, Dividend Rate, Percentage | 10.00% | |||||||||
Preferred Stock, Par or Stated Value Per Share (in Dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | |||||||
Preferred Stock, Liquidation Preference Per Share (in Dollars per share) | $ / shares | $ 25 | $ 25 | ||||||||
Dividends, Preferred Stock (in Dollars) | $ 32,784 | |||||||||
Dividends Payable, Current (in Dollars) | $ 32,784 | $ 32,784 | ||||||||
Preferred Stock, Dividend Payment Terms | if management determined to pay these dividends in shares of the Company’s common stock, this would result in the issuance of 816,335 shares of common stock based upon the average price of $0.0402 per share for the five day period ended June 30, 2020 | |||||||||
Share Price (in Dollars per share) | $ / shares | $ 34.73 | $ 34.73 | ||||||||
Series A Preferred Stock [Member] | ||||||||||
Stockholders' Deficit (Details) [Line Items] | ||||||||||
Preferred Stock, Shares Authorized | shares | 500,000 | 500,000 | ||||||||
Preferred Stock, Shares Issued | shares | 4,800 | 4,800 | 0 | |||||||
Preferred Stock, Dividend Rate, Percentage | 10.00% | |||||||||
Preferred Stock, Par or Stated Value Per Share (in Dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | |||||||
Preferred Stock, Liquidation Preference Per Share (in Dollars per share) | $ / shares | $ 25 | $ 25 | ||||||||
Stock Issued During Period, Shares, Purchase of Assets | shares | 4,800 | |||||||||
Stock Issued During Period, Value, Purchase of Assets (in Dollars) | $ 71,558 | $ 71,558 | $ 0 | |||||||
Shares Issued, Price Per Share (in Dollars per share) | $ / shares | $ 14.91 | |||||||||
Dividends, Preferred Stock (in Dollars) | 3,967 | |||||||||
Dividends Payable, Current (in Dollars) | $ 3,967 | $ 3,967 | ||||||||
Preferred Stock, Dividend Payment Terms | if management determined to pay these dividends in shares of the Company’s common stock, this would result in the issuance of 98,780 shares of common stock based upon the average price of $0.0402 per share for the five day period ended June 30, 2020. |
Stockholders' Deficit (Detail_2
Stockholders' Deficit (Details) - Share-based Payment Arrangement, Option, Exercise Price Range - $ / shares | 6 Months Ended | ||
Jun. 30, 2020 | Dec. 31, 2019 | Dec. 30, 2018 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Number of options outstanding (in Shares) | 7,317,879 | 67,879 | 67,879 |
Weighted average remaining contractual life | 9 years 255 days | ||
Weighted average exercise price of outstanding options | $ 0.25 | $ 21.40 | $ 21.40 |
Number of options exercisable (in Shares) | 67,879 | ||
Weighted average exercise price of exercisable options | $ 21.40 | ||
Option Exercise Price $0.03 [Member] | |||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Exercise Price | $ 0.03 | ||
Number of options outstanding (in Shares) | 250,000 | ||
Weighted average remaining contractual life | 9 years 339 days | ||
Weighted average exercise price of outstanding options | $ 0.03 | ||
Number of options exercisable (in Shares) | 0 | ||
Weighted average exercise price of exercisable options | $ 0 | ||
Option Exercise $0.05 [Member] | |||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Exercise Price | $ 0.05 | ||
Number of options outstanding (in Shares) | 7,000,000 | ||
Weighted average remaining contractual life | 9 years 255 days | ||
Weighted average exercise price of outstanding options | $ 0.05 | ||
Number of options exercisable (in Shares) | 0 | ||
Weighted average exercise price of exercisable options | $ 0 | ||
Option Exercise $21.40 [Member] | |||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Exercise Price | $ 21.40 | ||
Number of options outstanding (in Shares) | 67,879 | ||
Weighted average remaining contractual life | 2 years 244 days | ||
Weighted average exercise price of outstanding options | $ 21.40 | ||
Number of options exercisable (in Shares) | 67,879 | ||
Weighted average exercise price of exercisable options | $ 21.40 |
Stockholders' Deficit (Detail_3
Stockholders' Deficit (Details) - Share-based Payment Arrangement, Option, Activity - $ / shares | Feb. 27, 2020 | Jun. 30, 2020 | Dec. 31, 2019 |
Share-based Payment Arrangement, Option, Activity [Abstract] | |||
Outstanding,Shares | 67,879 | ||
Outstanding,Weighted- Average Exercise Price | $ 21.40 | ||
Exercisable, Shares | 67,879 | ||
Exercisable, Weighted- Average Exercise Price | $ 21.40 | ||
Granted, Shares | 8,750,000 | 0 | |
Granted, Weighted- Average Exercise Price | $ 0.05 | $ 0.05 | $ 0 |
Cancelled, Shares | (1,500,000) | 0 | |
Cancelled, Weighted- Average Exercise Price | $ 0 | $ 0 | |
Outstanding,Shares | 7,317,879 | 67,879 | |
Outstanding,Weighted- Average Exercise Price | $ 0.25 | $ 21.40 |
Stockholders' Deficit (Detail_4
Stockholders' Deficit (Details) - Schedule of Stockholders' Equity Note, Warrants or Rights - $ / shares | Dec. 31, 2018 | Jun. 30, 2020 | Dec. 31, 2019 |
Schedule of Stockholders' Equity Note, Warrants or Rights [Abstract] | |||
Outstanding, Shares | 1,167,653 | 1,800,000 | |
Outstanding, Weighted- Average Exercise Price | $ 2.18 | $ 0 | $ 0.00858 |
Granted, Shares | 6,582,382 | 400,000 | |
Granted, Weighted- Average Exercise Price | $ 0.00858 | $ 0.00858 | |
Additional warrants due to trigger of ratchet feature, Shares | 6,659,382 | ||
Additional warrants due to trigger of ratchet feature | $ 0.00858 | ||
Exercised, Shares | (8,382,382) | (3,514,900) | |
Exercised, Weighted- Average Exercise Price | $ 0.0561 | $ 0.00858 | |
Forfeited, Shares | (2,769,482) | ||
Forfeited, Weighted- Average Exercise Price | $ 0.00858 | ||
Expired, Shares | (142,653) | ||
Expired, Weighted- Average Exercise Price | $ 17.42 | ||
Outstanding, Shares | 0 | 1,800,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | May 15, 2020 | May 18, 2017 | Nov. 04, 2016 | Sep. 23, 2016 | Dec. 16, 2015 | Jun. 30, 2020 |
National Council for Science and the Environment, Inc. ("NCSE") [Member] | ||||||
Commitments and Contingencies (Details) [Line Items] | ||||||
Loss Contingency, Damages Sought | The complaint sought 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 | $ 177,270 | |||||
Loss Contingency, Damages Awarded, Value | $ 75,000 | $ 48,500 | ||||
Payments for Legal Settlements | $ 5,000 | |||||
Gain (Loss) Related to Litigation Settlement | $ 70,000 | |||||
Carlton Fields Jorden Burt, P.A. [Member] | ||||||
Commitments and Contingencies (Details) [Line Items] | ||||||
Loss Contingency, Damages Sought, Value | $ 241,828 | |||||
Payments for Legal Settlements | $ 30,000 | |||||
Gain (Loss) Related to Litigation Settlement | 236,319 | |||||
Estimated Litigation Liability, Current | $ 266,319 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Jul. 30, 2020 | Jul. 21, 2020 | Jul. 17, 2020 | Jul. 09, 2020 | Jun. 26, 2020 | Jun. 23, 2020 | Jun. 17, 2020 | Jun. 05, 2020 | Jul. 31, 2020 | May 04, 2020 | Apr. 08, 2020 | Nov. 22, 2019 |
PPP Loan [Member] | ||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||
Debt Instrument, Face Amount | $ 460,406 | $ 460,406 | ||||||||||
Debt Instrument, Description | Bank of America notified the Company in writing that it should not have received $440,000 of the loan proceeds, representing an amount for the refinancing of an Economic Injury Disaster Loan which the Company did not receive. Bank of America has required that the Company remit such funds back to Bank of America. The Company is currently in discussions with Bank of America to arrange terms for a repayment plan. | |||||||||||
PPP Loan [Member] | Subsequent Event [Member] | ||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||
Debt Instrument, Description | Bank of America notified the Company in writing that it should not have received $440,000 of the loan proceeds, representing an amount for the refinancing of an Economic Injury Disaster Loan which the Company did not receive. Bank of America has required that the Company remit such funds back to Bank of America. The Company is currently in discussions with Bank of America to arrange terms for a repayment plan. | |||||||||||
Eagle Equities Note 1 [Member] | ||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||
Debt Instrument, Face Amount | $ 256,000 | |||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 2,045,130 | 3,243,434 | 2,023,358 | 2,015,783 | ||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 0.01362 | $ 0.0132 | $ 0.0132 | $ 0.0132 | ||||||||
Eagle Equities Note 1 [Member] | Principal [Member] | ||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||
Debt Conversion, Original Debt, Amount | $ 26,000 | $ 40,000 | $ 25,000 | $ 25,000 | ||||||||
Eagle Equities Note 1 [Member] | Accrued Interest [Member] | ||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||
Debt Conversion, Original Debt, Amount | $ 1,855 | $ 2,813 | $ 1,708 | $ 1,608 | ||||||||
Eagle Equities Note 1 [Member] | Subsequent Event [Member] | ||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 2,320,000 | 3,429,814 | 3,188,735 | 8,938,549 | ||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 0.021 | $ 0.01572 | $ 0.01518 | |||||||||
Eagle Equities Note 1 [Member] | Subsequent Event [Member] | Principal [Member] | ||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||
Debt Conversion, Original Debt, Amount | $ 45,000 | $ 50,000 | $ 45,000 | $ 140,000 | ||||||||
Eagle Equities Note 1 [Member] | Subsequent Event [Member] | Accrued Interest [Member] | ||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||
Debt Conversion, Original Debt, Amount | $ 3,720 | $ 3,917 | $ 3,405 | $ 11,042 |