Document And Entity Information
Document And Entity Information | 12 Months Ended |
Dec. 31, 2020 | |
Document Information Line Items | |
Entity Registrant Name | Mitesco, Inc. |
Document Type | S-1 |
Amendment Flag | false |
Entity Central Index Key | 0000802257 |
Entity Filer Category | Non-accelerated Filer |
Document Fiscal Year Focus | 2020 |
Document Fiscal Period Focus | FY |
Entity Small Business | true |
Entity Emerging Growth Company | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets | ||
Cash and cash equivalents | $ 64,789 | $ 83,245 |
Prepaid expenses | 0 | 9,721 |
Total current assets | 64,789 | 92,966 |
Right to use asset | 310,361 | 0 |
Construction in progress | 417,082 | 0 |
Fixed assets, net of accumulated depreciation of $1,572 and $0 | 6,282 | 7,854 |
Total Assets | 798,514 | 100,820 |
Current liabilities | ||
Accounts payable and accrued liabilities | 1,069,331 | 648,714 |
Accrued interest | 137,522 | 82,870 |
Derivative liabilities | 807,682 | 1,488,423 |
Lease liability – operating leases, current portion | 8,905 | 0 |
Convertible notes payable, net of discount of $756,795 and $646,888 | 317,405 | 77,112 |
Convertible note payable, in default | 122,166 | 122,166 |
SBA Loan Payable | 460,406 | 0 |
Other current liabilities | 95,256 | 0 |
Preferred stock dividends payable | 9,967 | 0 |
Total current liabilities | 3,028,640 | 2,419,285 |
Lease Liability | 312,099 | 0 |
Total Liabilities | 3,340,739 | 2,419,285 |
Commitments and contingencies | ||
Stockholders' equity (deficit) | ||
Common Stock, $0.01 par value, 500,000,000 shares authorized, 155,381,183 and 81,268,443 shares issued and outstanding as of December 31, 2020 and 2019, respectively | 1,553,812 | 812,684 |
Additional paid-in capital | 10,340,821 | 8,407,977 |
Stock payable | 0 | 37,186 |
Accumulated deficit | (14,437,168) | (11,576,574) |
Total (deficiency in) stockholders' equity | (2,542,225) | (2,318,465) |
Total liabilities and stockholders' equity | 798,514 | 100,820 |
Series A Preferred Stock [Member] | ||
Stockholders' equity (deficit) | ||
Preferred Stock, Series A, $0.01 par value, 4,800 and 0 shares issued and outstanding as of December 31, 2020 and 2019 | 48 | 0 |
Preferred Stock, Series X, $0.01 par value, 26,227 shares issued and outstanding as of December 31, 2020 and 2019 | 48 | 0 |
Series X Preferred Stock [Member] | ||
Stockholders' equity (deficit) | ||
Preferred Stock, Series A, $0.01 par value, 4,800 and 0 shares issued and outstanding as of December 31, 2020 and 2019 | 262 | 262 |
Preferred Stock, Series X, $0.01 par value, 26,227 shares issued and outstanding as of December 31, 2020 and 2019 | $ 262 | $ 262 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Fixed assets, accumulated depreciation (in Dollars) | $ 1,572 | $ 0 |
Convertible notes payable, discount (in Dollars) | $ 756,795 | $ 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 | 155,381,183 | 81,268,443 |
Common stock, shares outstanding | 155,381,183 | 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 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||
Revenue | $ 0 | $ 3,500 |
Operating expenses: | ||
General and administrative | 2,533,569 | 1,447,582 |
Total operating expenses | 2,533,569 | 1,447,582 |
Net Operating Loss | (2,533,569) | (1,444,082) |
Other income (expense): | ||
Grant income | 3,000 | 0 |
Interest expense | (1,515,902) | (1,609,727) |
Loss on conversion of liabilities to Preferred Stock | 0 | (255,176) |
Gain on settlement of accounts payable | 399,761 | 251,536 |
Gain on settlement of notes payable | 35,236 | 70,000 |
Gain on settlement of accrued salary | 6,988 | 0 |
Gain (loss) on revaluation of derivative liabilities | 508,839 | (709,431) |
Gain on settlement of warrants | 235,053 | 0 |
Loss on legal settlement | 0 | (26,924) |
Loss on conversion of notes | 0 | (161,458) |
Total other expense | (327,025) | (2,441,180) |
Loss before provision for income taxes | (2,860,594) | (3,885,262) |
Provision for income taxes | 0 | 0 |
Net loss | (2,860,594) | (3,885,262) |
Preferred Stock dividend | (75,535) | 0 |
Net loss available to common shareholders | $ (2,936,129) | $ (3,885,262) |
Net loss per share - basic and diluted (in Dollars per share) | $ (0.03) | $ (0.09) |
Weighted average shares outstanding - basic and diluted (in Shares) | 105,177,272 | 45,248,520 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) - USD ($) | Stock Issued for Dividends Payable [Member]Common Stock [Member] | Stock Issued for Dividends Payable [Member]Additional Paid-in Capital [Member] | Stock Issued for Dividends Payable [Member] | Series X Preferred Stock [Member]Preferred Stock [Member] | Series X Preferred Stock [Member] | Series A Preferred Stock [Member]Preferred Stock [Member] | Common Stock [Member]Convertible Debt [Member] | Common Stock [Member]Convertible Debt [Member] | Common Stock [Member] | Additional Paid-in Capital [Member]Convertible Debt [Member] | Additional Paid-in Capital [Member]Discount on Note Payable Due to Warrants [Member] | Additional Paid-in Capital [Member]Convertible Debt [Member] | Additional Paid-in Capital [Member] | Stock Payable [Member] | Retained Earnings [Member] | Convertible Debt [Member] | Discount on Note Payable Due to Warrants [Member] | Convertible Debt [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 | $ 3,000 | 19,005 | $ 22,005 | ||||||||||||||||
Stock issued for services (in Shares) | 300,000 | 300,000 | |||||||||||||||||
Cancellation of shares | $ (7,000) | 7,000 | $ 7,000 | ||||||||||||||||
Cancellation of shares (in Shares) | (700,000) | 700,000 | |||||||||||||||||
Stock issued as compensation | $ 69,750 | (69,750) | |||||||||||||||||
Stock issued as compensation (in Shares) | 6,975,000 | 6,975,000 | |||||||||||||||||
Vesting of shares issued to employees | 212,187 | $ 212,187 | |||||||||||||||||
Stock issued for payable | $ 262 | $ 381,791 | $ 407,146 | 910,575 | $ 788,937 | $ 788,937 | 910,837 | ||||||||||||
Stock issued for payable (in Shares) | 26,227 | 38,179,083 | |||||||||||||||||
Issuance of Preferred A stock to consultants | $ 910,837 | ||||||||||||||||||
Issuance of Preferred A stock to consultants (in Shares) | 26,227 | ||||||||||||||||||
Preferred stock dividends, $3.62 per share (10% of stated value per year) | 0 | ||||||||||||||||||
Net loss for the period | (3,885,262) | (3,885,262) | |||||||||||||||||
Common stock issued for legal settlement | $ 14,012 | 87,016 | 101,028 | ||||||||||||||||
Common stock issued for legal settlement (in Shares) | 1,401,224 | ||||||||||||||||||
Settlement of derivative liability | 881,296 | 881,296 | |||||||||||||||||
Settlement of derivative liability (in Shares) | 26,227 | ||||||||||||||||||
Discount on notes payable | 225,393 | 225,393 | |||||||||||||||||
Debt discount due to issuance of warrants | $ 34,500 | $ 34,500 | |||||||||||||||||
Imputed interest | 9,018 | 9,018 | |||||||||||||||||
Common stock issued for the cashless exercise of warrants | $ 35,149 | (35,149) | 35,149 | ||||||||||||||||
Common stock issued for the cashless exercise of warrants (in Shares) | 3,514,900 | ||||||||||||||||||
Gain on settlement | 35,532 | 35,532 | |||||||||||||||||
Balance at Dec. 31, 2019 | $ 262 | $ 812,684 | 8,407,977 | 37,186 | (11,576,574) | $ (2,318,465) | |||||||||||||
Balance (in Shares) at Dec. 31, 2019 | 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 | ||||||||||||||||||
Vesting of shares issued to employees | 67,623 | 67,623 | |||||||||||||||||
Vesting of stock options issued to employees | 421,502 | 421,502 | |||||||||||||||||
Stock issued for payable | $ 21,511 | $ 44,057 | $ 65,568 | $ 633,748 | $ 3,869 | $ 999,658 | 17,787 | $ 1,633,406 | 21,656 | ||||||||||
Stock issued for payable (in Shares) | 2,151,204 | 63,374,555 | 386,985 | ||||||||||||||||
Issuance of Preferred A stock to consultants | $ 48 | 71,510 | 71,558 | ||||||||||||||||
Issuance of Preferred A stock to consultants (in Shares) | 4,800 | ||||||||||||||||||
Preferred stock dividends, $3.62 per share (10% of stated value per year) | $ (65,568) | (75,535) | (75,535) | ||||||||||||||||
Net loss for the period | (2,860,594) | (2,860,594) | |||||||||||||||||
Settlement of derivative liability | $ 80,000 | 380,562 | 460,562 | ||||||||||||||||
Settlement of derivative liability (in Shares) | 7,999,996 | ||||||||||||||||||
Discount on notes payable | 0 | ||||||||||||||||||
Imputed interest | 0 | ||||||||||||||||||
Common stock issued for the cashless exercise of warrants | 290,000 | ||||||||||||||||||
Gain on settlement | $ (37,186) | (37,186) | |||||||||||||||||
Balance at Dec. 31, 2020 | $ 262 | $ 48 | $ 1,553,812 | $ 10,340,821 | $ (14,437,168) | $ (2,542,225) | |||||||||||||
Balance (in Shares) at Dec. 31, 2020 | 26,227 | 4,800 | 155,381,183 | 155,381,183 |
CONSOLIDATED STATEMENTS OF CH_2
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) (Parentheticals) | 12 Months Ended |
Dec. 31, 2020$ / shares | |
Statement of Stockholders' Equity [Abstract] | |
Preferred stock dividends, per share | $ 3.62 |
Preferred stock dividends, stated value per year | 10.00% |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (2,860,594) | $ (3,885,262) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 1,572 | 0 |
Amortization of right-to-use asset | 4,318 | 0 |
Loss on conversion of notes payable to common stock | 0 | 161,458 |
Loss on conversion of liabilities to Preferred Stock | 0 | 255,176 |
Loss on legal settlement | 0 | 26,924 |
Gain on settlement of notes payable | (35,236) | (70,000) |
Gain on settlement of accounts payable | (399,761) | (251,536) |
Gain on conversion of accrued salary | (6,988) | 0 |
(Gain) loss on revaluation derivative liabilities | (508,839) | 709,431 |
(Gain) on settlement of warrants | (235,053) | 0 |
Derivative expense | 125,869 | 572,895 |
Amortization of discount on notes payable | 1,128,885 | 848,845 |
Amortization of loan fees | 30,000 | 0 |
Stock based compensation | 568,363 | 234,192 |
Imputed interest | 0 | 9,018 |
Prepaid expenses | 9,721 | 2,500 |
Accrued liabilities | 522,758 | 524,858 |
Operating lease liability | 6,325 | 0 |
Due to related parties | 0 | (4,543) |
Other current liabilities | 2,488 | 0 |
Accrued interest | 125,310 | 81,575 |
Net cash provided by (used in) operating activities | (1,520,862) | (784,469) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Cash paid for acquisition of fixed assets | 0 | (7,854) |
Net cash used in investing activities | 0 | (7,854) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from notes payable, net of payments to vendors | 1,673,406 | 1,048,500 |
Principal payments on notes payable | (171,000) | (174,236) |
Net cash provided by financing activities | 1,502,406 | 874,264 |
Net increase (decrease) in cash and cash equivalents | (18,456) | 81,941 |
Cash and cash equivalents at beginning of period | 83,245 | 1,304 |
Cash and cash equivalents at end of period | 64,789 | 83,245 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Interest paid | 2,680 | 86,241 |
Income taxes paid | 0 | 0 |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Consulting fee prepaid with note payable and stock | 0 | 9,721 |
Par value of shares returned for cancellation | 0 | 7,000 |
Stock issued for conversion of debt and accrued interest | 1,633,406 | 627,479 |
Stock issued for legal settlement | 0 | 74,104 |
Preferred Stock issued for conversion of liabilities | 0 | 655,661 |
Discount on notes payable due to warrants | 0 | 34,500 |
Discount on notes payable due to derivative liabilities | 1,234,792 | 1,087,000 |
Beneficial conversion features | 0 | 225,393 |
Settlement of derivative liabilities | 460,562 | 881,296 |
Cashless exercise of warrants | 290,000 | 35,149 |
Gain on settlement of accounts payable - related parties | 0 | 35,532 |
Preferred Stock dividends payable converted to common stock | $ 65,568 | $ 0 |
Description of Business
Description of Business | 12 Months Ended |
Dec. 31, 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”) was formed in the state of Delaware on January 18, 2012. On December 9, 2015, we restructured our operations and acquired Newco4pharmacy, LLC, a development stage company which sought to acquire compounding pharmacy businesses. As a part of the restructuring, we completed a “spin out” of our former business line. On April 24, 2020, we changed our name to Mitesco, Inc. During 2020, our operations have focused on establishing medical clinics utilizing nurse practitioners under The Good Clinic name and development and acquisition of telemedicine technology. In March of 2020, we formed The Good Clinic LLC, a Colorado limited liability company for our clinic business. We entered into an agreement with four senior executives from Minute Clinic James Woodburn, Kevin Lee Smith, Michael Howe and Rebecca Hafner-Fogarty (the “Sellers”) with the skills and know-how to assist the Company in the establishment of a series of clinics utilizing nurse practitioners and telemedicine technology in States where full practice authority for nurse practitioners is supported. We issued 4,800 shares of our Series A Preferred Stock to these individuals as compensation. We valued the 4,800 shares of the Series A Preferred Stock at $71,558 or approximately $14.91 per share based upon an analysis performed by an independent valuation consultant. We opened our first The Good Clinic in Minneapolis, MN in the first quarter of 2021. |
Financial Condition and Going C
Financial Condition and Going Concern | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Substantial Doubt about Going Concern [Text Block] | N ote 2 - Financial Condition, Going Concern and Management Plans As of December 31, 2020, the Company had cash of $64,789, current liabilities of $3,028,640, 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: a) develop and own primary care clinics operated by nurse practitioners, b) develop and acquire telemedical technologies, and c) evaluate other healthcare related opportunities both domestically and on an international basis. 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 for one year from the date the financial statements are issued. 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 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 Company’s former 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 approximately $460,000, 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. The Company investigated the terms of the application and discovered its former President had erroneously represented it was refinancing an Economic Injury Disaster Loan when no such loan had been received. Bank of America requested that the Company remit the funds received back to Bank of America. The Company is currently working with Bank of America on a repayment plan. If we are not successful in negotiating repayment terms, it could have a material adverse effect on our financial condition. 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 former 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 former 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 former President & COO submitted a resignation from all positions with the Company, which was accepted by the Board and management. In August 2020, the former President and COO filed a complaint alleging discrimination under certain provisions of the anti-discrimination laws of that state. The Company believes that the action is without merit and it intends to vigorously defend itself. The Company does not believe it the action will have a material impact on the Company. As of the date of this filing the Company has been advised by the convening judicial organization that it has dismissed this matter, and as such the individual who initiated this action is open to pursue litigation in other venues if they desire. 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 securities. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | Note 3 Summary of Significant Accounting Policies Basis of Accounting Principles of Consolidation Use of Estimates - Cash - Property, Plant, and Equipment - Years Office equipment 3 to 5 Furniture & fixtures 3 to 7 Machinery & equipment 3 to 10 Leasehold improvements Term of lease 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 Derivative Financial 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 year ended December 31, 2020: - The stock prices of $0.0198 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 135.6% through 220.0% 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 was not in default. - The Holder would automatically convert the note before maturity if the registration was 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. The reset events are projected to occur annually starting 3 months following the date of valuation. - For the variable rate Notes (30%, 39% or 45% discount), the Holder would convert with effective discount rates of 35.95% to 56.00% (based on the lookback terms). - The Company would redeem the notes at maturity if the conversion value was less than the payment with penalties. For the majority of the notes 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%. Common Stock Purchase Warrants- Stockholders Equity- Per Share Data- 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 consolidated financial statements when it is more likely than not (i.e., a likelihood of more than fifty percent) that the position would be sustained upon examination by tax authorities. A recognized tax position is then measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. The Company does not have any material unrecognized tax benefits. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as components of interest expense and other expense, respectively, in arriving at pretax income or loss. The Company does not have any interest and penalties accrued. The Company is generally no longer subject to U.S. federal, state, and local income tax examinations for the years before 2012. Business Combinations- ● future expected cash flows from product sales, support agreements, consulting contracts, other customer contracts, and acquired developed technologies and patents; and ● discount rates utilized in valuation estimates. Unanticipated events and circumstances may occur that may affect the accuracy or validity of such assumptions, estimates or actual results. Additionally, any change in the fair value of the acquisition-related contingent consideration subsequent to the acquisition date, including changes from events after the acquisition date, such as changes in our estimates of relevant revenue or other targets, will be recognized in earnings in the period of the estimated fair value change. A change in fair value of the acquisition-related contingent consideration or the occurrence of events that cause results to differ from our estimates or assumptions could have a material effect on the consolidated financial position, statements of operations or cash flows in the period of the change in the estimate. Impairment of Long-Lived Assets- Financial Instruments and Fair Values- Level 1 – inputs include exchange quoted prices for identical instruments and are the most observable. Level 2 – inputs include brokered and/or quoted prices for similar assets and observable inputs such as interest rates. Level 3 – inputs include data not observable in the market and reflect management judgment about the assumptions market participants would use in pricing the asset or liability. The use of observable and unobservable inputs and their 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 derivative liabilities 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 derivative liabilities as Level 3. Recently Issued Accounting Standards In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842): Accounting for Leases. This update requires that lessees recognize right-of-use assets and lease liabilities that are measured at the present value of the future lease payments at lease commencement date. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee will largely remain unchanged and shall continue to depend on its classification as a finance or operating lease. We have performed a comprehensive review in order to determine what changes were required to support the adoption of this new standard. We adopted the ASU and related amendments on January 1, 2019. We elected the optional transition method that allows for a cumulative-effect adjustment in the period of adoption and will not restate prior periods. During the year ended December 31, 2020, we recorded a right-to-use asset and an operating lease liability in the amount of $328,500. This pronouncement is not expected to have an ongoing material effect on our financial statements. In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment In June 2018, the FASB issued ASU 2018-07 “Improvements to Non-employee Share-Based Payment Accounting”, which simplifies the accounting for share-based payments granted to non-employees for goods and services. Under the ASU, most of the guidance on such payments to non-employees would be aligned with the requirements for share-based payments granted to employees. The amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. The Company does not anticipate that the adoption of this standard will have a material impact on the Company’s consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company is currently evaluating the impact of this standard on its condensed consolidated financial statements and related disclosures. In August 2020, the FASB issued ASU 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40)”. This ASU reduces the number of accounting models for convertible debt instruments and convertible Preferred Stock. As well as amend the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. In addition, this ASU improves and amends the related EPS guidance. This standard is effective for us on January 1, 2022, including interim periods within those fiscal years. Adoption is either a modified retrospective method or a fully retrospective method of transition. We are currently assessing the impact the new guidance will have on our consolidated financial statements. There are various other updates recently issued, most of which represent technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company’s consolidated financial position, results of operations or cash flows. |
Net Loss Per Share Applicable t
Net Loss Per Share Applicable to Common Shareholders | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Earnings Per Share [Text Block] | Note 4 Net Loss Per Share Applicable to Common Shareholders Net Loss per Share Applicable to Common Stockholders Basic loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the reporting period. Diluted loss per common share is computed similarly to basic loss per common share except that it reflects the potential dilution that could occur if dilutive securities or other obligations to issue common stock were exercised or converted into common stock. The following table sets forth the computation of loss per share for the years ended December 31, 2020 and 2019, respectively: December 31, 2020 2019 Numerator: Net loss applicable to common shareholders $ (2,936,129 ) $ (3,885,262 ) Denominator: Weighted average common shares outstanding 105,177,272 45,248,520 Net loss per share data: Basic and diluted $ (0.03 ) $ (0.09 ) The Company excluded all common equivalent shares outstanding for warrants, options and convertible instruments to purchase common stock from the calculation of diluted net loss per share because all such securities are antidilutive for the periods presented. As of December 31, 2020 and 2019, the following shares were issuable and excluded from the calculation of diluted loss: December 31, 2020 2019 Convertible Notes 79,475,904 36,135,065 Options 13,453,879 67,879 Warrants - 2,800,000 Accrued interest on Preferred Stock 92,253 - Total 93,022,036 39,002,944 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | Note 5 Related Party Transactions For the year ended December 31, 2020: 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. On December 14, 2020, the exercise price of these options was changed to $0.03 per share reflecting the market price at the time (see note 10). 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 had 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 R. Smith, the Company’s former 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; a total of $1,632 was charged to operations representing the fair value of these options through Ms. Smith’s resignation date. On December 14, 2020, the exercise price of the 1,500,000 options granted to each of its Chief Executive Officer and a consultant was changed to $0.03 per share reflecting the market price at the time (see note 10). On June 1, 2020, the Company agreed to issue 1,000,000 ten-year options to a non-management director. These options have a fair value of $28,460, an exercise price of $0.03 per share, and vest over a three-year period. The Company valued these options using the Black-Scholes valuation model. On August 1, 2020, the Company agreed to issue 1,000,000 ten-year options to a non-management director. These options have a fair value of $56,037, 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. On December 14, 2020, the exercise price of these options was changed to $0.03 per share reflecting the market price at the time (see note 10). During the year ended December 31, 2020, the amount of $56,067 was charged to operations in connection these options. On December 28, 2020, the Company agreed to issue 100,000 options with a fair value of $2,465 to each to its four non-management directors (a total of 400,000 options with a fair value of $9,860). These options have an exercise price of $0.03 per share and vested upon issuance. The Company valued these options using the Black-Scholes valuation model. During the year ended December 31, 2020, the amount of $2,465 was charged to operations in connection with each of these options grants (a total of $9,860 for 400,000 options). On December 28, 2020, the Company agreed to issue 1,000,000 options with a fair value of $24,645 to each to Chief Executive Officer and to a consultant (a total of 2,000,000 options with a fair value of $49,290). These options have an exercise price of $0.03 per share, and vested upon issuance. The Company valued these options using the Black-Scholes valuation model. During the year ended December 31, 2020, the amount of $24,645 was charged to operations in connection with each of these options grants (a total of $49,290 for 2,000,000 options). During the year ended December 31, 2020, the Company charged the amount of $67,623 to operations in connection with the vesting of restricted common stock as follows: $15,856 for shares issued to management; $32,614 for shares issued to Board members; and $7,135 related to shares issued to an employee. Julie R. Smith, our former 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. A total of $11,909 was charged to operations for the vesting of shares issued to Ms. Smith. During the year ended December 31, 2020, the Company accrued dividends on its Series X Preferred Stock in the total amount of $65,568. Of this amount, a total of $8,000 was payable to officers and directors, $31,258 was payable to a related party shareholder, and $26,310 was payable to non-related parties. On December 31, 2020, the Company issued 2,151,204 shares of common stock as payment for dividends accrued on its Series X Preferred Stock in the amount of $65,568. Of this amount, a total of 262,478 shares in the amount of $8,000 were issued to officers and directors; 1,025,514 shares in the amount of $31,528 were issued to a consultant; and 863,212 shares in the amount of $26,310 were issued to non-related parties. For the year ended December 31, 2019: On March 11, 2019, the Company issued 100,000 shares of common stock to its President as compensation. These shares were valued at the market price of the Company’s common stock on the date of the grant, and the amount of $8,740 was charged to operations during the year ended December 31, 2019. On March 11, 2019, the Company issued 100,000 shares of common stock to a Board member as compensation These shares were valued at the market price of the Company’s common stock on the date of the grant, and the amount of $8,740 was charged to operations during the year ended December 31, 2019. On July 29, 2019, the Company cancelled 300,000 shares of common stock previously issued to its former President. The par value of these shares in the amount of $3,000 was charged to paid-in capital during the year ended December 31, 2019. On August 10, 2019, the Company issued 1,000,000 shares of common stock with a fair value of $60,000 to a Board member pursuant to a director advisory agreement. These shares were valued at the market price of the Company’s common stock on the date of the grant. The fair value of these shares will be recognized ratably over the vesting period; during the year ended December 31, 2019, the amount of $60,000 was charged to operations in connection with these shares. On August 10, 2019, the Company issued 775,000 shares of common stock with a fair value of $46,500 to a Board member pursuant to a director advisory agreement. These shares were valued at the market price of the Company’s common stock on the date of the grant. The fair value of these shares will be recognized ratably over the vesting period; during the year ended December 31, 2019, the amount of $46,500 was charged to operations in connection with these shares. On August 10, 2019, the Company issued 200,000 shares of common stock with a fair value of $12,000 to a Board member pursuant to a director advisory agreement. These shares were valued at the market price of the Company’s common stock on the date of the grant. The fair value of these shares will be recognized ratably over the vesting period; during the year ended December 31, 2019, the amount of $12,000 was charged to operations in connection with these shares. During the year ended December 31, 2019, the Company recognized the amount of $16,085 each to its Chief Executive Office and its President and Chief Operating Officer in connection with the vested portion of common stock awards for their duties as Board members; in addition, the Company recognized the amount of $5,7133 each to its Chief Executive Office and its President and Chief Operating Officer in connection with the vested portion of common stock awards for their duties as Executives. On December 31, 2019, the Company issued a total of 26,227 shares of Series X Preferred Stock in settlement of various liabilities. All of the entities who received these shares were related parties, either because they were officer and or directors, or because the voting rights attached to these shares created a related party relationship. The shares of Series X Preferred Stock were issued as follows: Type of Share Liability Name Liability # shares Value Amount Loss Ronald Riewold, Director Deferred Compensation 1,200 $ 41,675 $ 30,000 $ (11,675 ) Larry Diamond, Director and CEO Deferred Compensation 2,000 $ 69,458 $ 50,000 $ (19,458 ) Julie R. Smith, Director, COO and President (c) (now ex-Officer and Director) Deferred Compensation 2,000 $ 69,458 $ 50,000 $ (19,458 ) James Crone, ex-Officer and Director Deferred Compensation 2,884 $ 100,158 $ 72,089 $ (28,069 ) Louis Deluca, ex-Officer and Director Deferred Compensation 2,400 $ 83,350 $ 60,000 $ (23,350 ) Irish Italian Retirement Fund Consulting services, notes payable (a) 12,503 $ 434,216 $ 312,572 (a) $ (121,644 ) Frank Lightmas Legal fees 3,240 $ 112,522 $ 81,000 (b) $ (31,522 ) Total 26,227 $ 910,837 $ 655,661 $ (255,176 ) (a) Amount consists of accounts payable for consulting services of $174,813, and principal plus interest due on notes payable in the amount of $137,759. (b) Amount consists of $71,279 in legal fees due and $9,721 in prepaid legal fees. (c) Ms. Smith resigned effective July 1, 2020. |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 12 Months Ended |
Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | Note 6 Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities consisted of the following at December 31, 2020 and 2019: December 31, 2020 2019 Trade accounts payable $ 824,405 $ 529,866 Accrued payroll and payroll taxes 244,926 92,799 Credit card payable - 26,049 Total $ 1,069,331 $ 648,714 During the year ended December 31, 2020, the amount of $26,049 was reclassified from accrued liabilities to other current liabilities. |
Right to Use Assets and Lease L
Right to Use Assets and Lease Liabilities - Operating Leases | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Text Block [Abstract] | |
Lessee, Operating Leases [Text Block] | Note 7 - Right to Use Assets and Lease Liabilities Operating Leases The Company has an operating lease for its clinic with a remaining lease term of approximately 7.5 years. The Company’s lease expense was entirely comprised of operating leases. Lease expense for the years ended December 31, 2020 and 2019 amounted to $10,642 and $0, respectively. The Company’s ROU asset amortization for the years ended December 31, 2020 and 2019 was $4,318 and $0, respectively. The difference between the lease expense and the associated ROU asset amortization consists of interest at a rate of 12% per annum. Right to use assets – operating leases are summarized below: December 31, 2020 December 31, 2019 Clinic $ 310,361 $ - Right to use assets, net $ 310,361 $ - Operating lease liabilities are summarized below: December 31, 2020 December 31, 2019 Clinic 321,004 $ - Lease liability $ 321,004 $ - Less: current portion (8,905 ) Lease liability, non-current $ 312,099 $ - Maturity analysis under these lease agreements are as follows: For the period ended December 31, 2021 $ 47,671 For the period ended December 31, 2022 63,798 For the period ended December 31, 2023 64,937 For the period ended December 31, 2024 66,456 For the period ended December 31, 2025 67,975 Thereafter 200,003 Total $ 510,840 Less: Present value discount (189,836 ) Lease liability $ 321,004 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | Note 8 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 year ended December 31, 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 year ended December 31, 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 year ended December 31, 2020 are presented in Notes Payable Table 1, below. Power Up Note 11 This obligation has been fully satisfied as of the date of this filing and the Company has no further requirements related to this matter. 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 entitled the holder to 12% interest per annum and matures on July 15, 2020. Under the Power Up Note 11, Power Up had the right to 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 was 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 meant 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 could 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 prepaid 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 was made between the 31st day and the 60th day after the issuance of the Power Up Note 11, then such redemption premium was 120%; if such prepayment was made from the sixty first 61st to the 90th day after issuance, then such redemption premium 125%; and if such prepayment was made from the 91st to the 120th day after issuance, then such redemption premium was 130%; and if such prepayment was made from the 121st to the 150th day after issuance, then such redemption premium was 135%; and if such prepayment was made from the 151st to the 180th day after issuance, then such redemption premium was 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 year ended December 31, 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 year ended December 31, 2020 are presented in Notes Payable Table 1, below. Power Up Note 12 This obligation has been fully satisfied as of the date of this filing and the Company has no further requirements related to this matter. 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 entitled the holder to 12% interest per annum and matured on August 15, 2020. Under the Power Up Note 12, Power Up had the right to 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 was 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 meant 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 could 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 prepaid 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 was made between the 31st day and the 60th day after the issuance of the Power Up Note 12, then such redemption premium was 120%; if such prepayment was made from the sixty first 61st to the 90th day after issuance, then such redemption premium was 125%; and if such prepayment was made from the 91st to the 120th day after issuance, then such redemption premium was 130%; and if such prepayment was made from the 121st to the 150th day after issuance, then such redemption premium was 135%; and if such prepayment was made from the 151st to the 180th day after issuance, then such redemption premium was 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 year ended December 31, 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 year ended December 31, 2020 are presented in Notes Payable Table 1, below. Power Up Note 13 This obligation has been fully satisfied as of the date of this filing and the Company has no further requirements related to this matter. 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 entitled the holder to 12% interest per annum and matures on August 30, 2020. Under the Power Up Note 13, Power Up had the right to 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 was 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 meant 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 could 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 prepaid 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 was made between the 31st day and the 60th day after the issuance of the Power Up Note 13, then such redemption premium was 120%; if such prepayment was made from the sixty first 61st to the 90th day after issuance, then such redemption premium was 125%; and if such prepayment was made from the 91st to the 120th day after issuance, then such redemption premium was 130%; and if such prepayment was made from the 121st to the 150th day after issuance, then such redemption premium was 135%; and if such prepayment was made from the 151st to the 180th day after issuance, then such redemption premium was 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 year ended December 31, 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 year ended December 31, 2020 are presented in Notes Payable Table 1, below. Eagle Equities Note 1 This obligation has been fully satisfied as of the date of this filing and the Company has no further requirements related to this matter. 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 entitled the holder to 12% interest per annum and matures on November 22, 2020. Under the Eagle Equities Note 1, Eagle Equities had the right to 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 was 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 was received by the Company, provided, however, that Eagle Equities could 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 prepaid 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 was made between the 31st day and the 60th day after the issuance of the Eagle Equities Note 1, then such redemption premium was 116%; if such prepayment was made from the sixty first 61st to the 90th day after issuance, then such redemption premium was 122%; and if such prepayment was made from the 91st to the 120th day after issuance, then such redemption premium was 128%; and if such prepayment was made from the 121st to the 150th day after issuance, then such redemption premium was 134%; and if such prepayment was made from the 151st to the 180th day after issuance, then such redemption premium was 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 year ended December 31, 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; 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; on July 9, 2020, principal of $45,000 and accrued interest of $3,405 were converted at a price of $0.01518 per share into 3,188,735 shares of common stock; on July 17, 2020, principal of $50,000 and accrued interest of $3,917 were converted at a price of $0.01572 per share into 3,429,814 shares of common stock; and on July 30, 2020, principal of $45,000 and accrued interest of $3,720 were converted at a price of $0.021 per share into 2,320,000 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 year ended December 31, 2020 are presented in Notes Payable Table 1, below. Eagle Equities Note 2 This obligation has been fully satisfied as of the date of this filing and the Company has no further requirements related to this matter. 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 entitled the holder to 12% interest per annum and matures on December 19, 2020. Under the Eagle Equities Note 2, Eagle Equities had the right to 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 was 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 was received by the Company, provided, however, that Eagle Equities could 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 prepaid 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 was made between the 31st day and the 60th day after the issuance of the Eagle Equities Note 2, then such redemption premium was 116%; if such prepayment was made from the sixty first 61st to the 90th day after issuance, then such redemption premium was 122%; and if such prepayment was made from the 91st to the 120th day after issuance, then such redemption premium was 128%; and if such prepayment was made from the 121st to the 150th day after issuance, then such redemption premium was 134%; and if such prepayment was made from the 151st to the 180th day after issuance, then such redemption premium was 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. During the year ended December 31, 2020, the holder of the Eagle Equities Note 2 converted the following amounts of principal and accrued interest to common stock: On August 20, 2020, principal of $56,000 and accrued interest of $4,573 were converted at a price of $0.01896 per share into 3,194,796 shares of common stock; On September 1, 2020, principal of $50,000 and accrued interest of $4,283 were converted at a price of $0.01806 per share into 3,005,721 shares of common stock; On September 9, 2020, principal of $50,000 and accrued interest of $4,417 were converted at a price of $0.0153 per share into 3,556,645 shares of common stock; on September 25, 2020, principal of $50,000 and accrued interest of $4,683 were converted at a price of $0.0153 per share into 3,574,074 shares of common stock; and on October 6, 2020, principal of $50,000 and accrued interest of $4,867 were converted at a price of $0.0153 into 3,586,078 shares of common stock. Details of activity for the year ended December 31, 2020 are presented in Notes Payable Table 1, below. Eagle Equities Note 3 This obligation has been fully satisfied as of the date of this filing and the Company has no further requirements related to this matter. 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 entitled the holder to 12% interest per annum and matures on January 24, 2021. Under the Eagle Equities Note 3, Eagle Equities had the right to 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 was 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 was received by the Company, provided, however, that Eagle Equities could 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 prepaid 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 was made between the 31st day and the 60th day after the issuance of the Eagle Equities Note 3, then such redemption premium was 116%; if such prepayment was made from the sixty first 61st to the 90th day after issuance, then such redemption premium was 122%; and if such prepayment was made from the 91st to the 120th day after issuance, then such redemption premium was 128%; and if such prepayment was made from the 121st to the 150th day after issuance, then such redemption premium was 134%; and if such prepayment was made from the 151st to the 180th day after issuance, then such redemption premium was 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. During the year ended December 31, 2020, the holder of the Eagle Equities Note 3 converted the following amounts of principal and accrued interest to common stock: On October 15, 2020, principal of $50,000 and accrued interest of $4,367 were converted at a price of $0.01566 per share into 3,471,711 shares of common stock; On October 29, 2020, principal of $50,000 and accrued interest of $4,600 were converted at a price of $0.023 per share into 4,439,024 shares of common stock; On November 11, 2020, principal of $33,000 and accrued interest of $3,179 were converted at a price of $0.011 per share into 3,259,369 shares of common stock; on November 17, 2020, principal of $35,000 and accrued interest of $3,442 were converted at a price of $0.011 per share into 3,482,065 shares of common stock; on November 25, 2020, principal of $44,000 and accrued interest of $4,444 were converted at a price of $0.0108 per share into 4,485,556 shares of common stock; and on December 4, 2020, principal of $44,000 and accrued interest of $4,576 were converted at a price of $0.0108 per share into 4,497,778 shares of common stock. Details of activity for the year ended December 31, 2020 are presented in Notes Payable Table 1, below. Eagle Equities Note 4 This obligation has been fully satisfied as of the date of this filing and the Company has no further requirements related to this matter. 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 entitled the holder to 12% interest per annum and matured on March 10, 2021. Under the Eagle Equities Note 4, Eagle Equities had the right to 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 was 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 was 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 prepaid 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 was made between the 31st day and the 60th day after the issuance of the Eagle Equities Note 4, then such redemption premium was 116%; if such prepayment was made from the sixty first 61st to the 90th day after issuance, then such redemption premium was 122%; and if such prepayment was made from the 91st to the 120th day after issuance, then such redemption premium was 128%; and if such prepayment was made from the 121st to the 150th day after issuance, then such redemption premium was 134%; and if such prepayment was made from the 151st to the 180th day after issuance, then such redemption premium was 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. During the year ended December 31, 2020, the holder of the Eagle Equities Note 4 converted the following amounts of principal and accrued interest to common stock: On December 16, 2020, principal of $45,000 and accrued interest of $4,200 were converted at a price of $0.0108 per share into 4,555,556 shares of common stock. Details of additional activity for the year ended December 31, 2020 are presented in Notes Payable Table 1, below. Eagle Equities Note 5 This obligation has been fully satisfied as of the date of this filing and the Company has no further requirements related to this matter. 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 5 entitled the holder to 12% interest per annum and matures on April 8, 2021. Under the Eagle Equities Note 5, Eagle Equities had the right to 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 was 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 was received by the Company, provided, however, that Eagle Equities could 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 prepaid 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 was made between the 31st day and the 60th day after the issuance of the Eagle Equities Note 5, then such redemption premium was 116%; if such prepayment was made from the sixty first 61st to the 90th day after issuance, then such redemption premium was 122%; and if such prepayment was made from the 91st to the 120th day after issuance, then such redemption premium was 128%; and if such prepayment was made from the 121st to the 150th day after issuance, then such redemption premium was 134%; and if such prepayment was made from the 151st to the 180th day after issuance, then such redemption premium was 140%. After the 180th day following the issuance of the Eagle Equities Note 5, there shall be no further right of |
Derivative Liabilities
Derivative Liabilities | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Text Block [Abstract] | |
Derivatives and Fair Value [Text Block] | Note 9 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 years ended December 31, 2019 and 2020 are 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 1,273,463 Settled upon conversion or exercise (1,296,416 ) Settled upon payment of note (148,949 ) Gain on revaluation (508,839 ) December 31, 2020 $ 807,682 |
Stockholders' Deficit
Stockholders' Deficit | 12 Months Ended |
Dec. 31, 2020 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | Note 10 Stockholders Equity (Deficit) Common Stock The Company has authorized 500,000,000 shares of common stock, par value $0.01; 155,381,183 and 81,268,443 shares were issued and outstanding at December 31, 2020 and December 31, 2019, respectively. Common Stock Transactions During the Year Ended December 31, 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) on January 29, 2020, 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) on February 19, 2020, 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 $182,295 on this transaction, which is included in gain on derivative liabilities. On May 27, 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. The Company issued, in nineteen transactions and at prices ranging from $0.0108 to $0.0120 per share, a total of 63,374,555 shares in connection with the conversion of principal and interest of convertible notes payable in the aggregate amounts of $813,000 and $70,658. No gain or loss was recognized on these transactions. See note 8. On January 2, 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. On August 27, 2020, the Company issued 386,985 shares of common stock at a price of $0.034 per share to an ex-employee for accrued compensation. A gain in the amount of $6,988 was recognized on this transaction. The Company charged the amount of $67,623 to operations in connection with the vesting of stock granted to its officers, Board members, and employees. The Company charged the amount of $421,502 to operations in connection with the vesting of stock options granted to its officers, Board members, consultants and employees. On December 31, 2020. the Company issued 2,151,204 shares of common stock at a price of $0.0305 per share as payment of accrued dividends on the Series X Preferred Stock. Common Stock Transactions During the Year Ended December 31, 2019 The Company issued 300,000 restricted shares of the Company’s common stock with a fair value of $22,005 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 grants. The Company issued 38,179,083 shares of common stock with a fair value of $788,937 for the conversion of convertible debt and accrued interest in the amount of $627,479. The Company recorded a loss in the amount of $161,458 on these transactions. The Company issued 1,401,224 shares of common stock for the conversion of a note payable and accrued interest pursuant to a legal settlement; the Company had a liability on its balance sheet in the amount of $74,104 in connection with this matter, and recorded a loss in the amount of $26,924 on this transaction. The Company cancelled 700,000 shares of common stock returned by a former executive officer; the par value in the amount of $7,000 was charged to additional paid-in capital. The Company issued 6,975,000 shares of common stock with a fair value at the date of the grant of $273,300 to employees, officer, and directors, subject to vesting requirements; the par value in the amount of $69,750 was charged to additional paid-in capital and the remaining fair value will be charged to operations over the term of the vesting period. The Company recognized the amount of $212,187 for the vesting of shares issued to employees, officer, and directors; this amount was charged to additional paid-in capital. The Company settled derivative liabilities in the amount of $881,296 and charged this amount to additional paid-in capital. The Company recognized discounts on convertible notes payable in connection with beneficial conversion features and charged the amount of $225,393 to additional paid-in capital. The Company recognized discounts on convertible notes payable in connection with warrants and charged the amount of $34,500 to additional paid-in capital. The Company issued 3,514,900 shares of common stock in connection with the cashless exercise of warrants and credited the amount of $35,149 from additional paid-in capital. The Company credited the amount of $35,532 to additional paid-in capital in connection with a reduction in the amount of accounts payable due to a related party due to a settlement agreement. The Company recorded imputed interest on a note payable to a related party and charged the amount of $9,018 to additional paid-in capital. Preferred Stock We have authorized to issue 100,000,000 shares of Preferred Stock with such rights designations and preferences as determined by our Board of Directors. We have designated 27,324 shares as Series X Preferred Stock, and 3,000,000 as Series A Preferred Stock. There are no Series A Preferred shares issued as of the date of this filing. Series A Preferred Stock We issued 4,800 and 0 shares of our 12% Series A Cumulative Redeemable Perpetual Preferred Stock (the “Series A Preferred Stock”) as of December 31, 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 is not 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, 2022. The Series A Preferred Stock will accrue dividends at the rate of 12% on $25.00 per share. The designation includes, among other terms, that: ■ The Series A Preferred Stock ranks junior to our Series X Preferred Stock; ■ The Series A Preferred Stock has limited voting rights only on matters impacting certain of our securities that are senior to the Series A and in transactions involving mergers or similar transactions that adversely affects and deprives holders of the Series A Preferred Stock; ■ The Series A Preferred Stock is on a parity with all equity securities issued by us with terms specifically providing that those equity securities rank on a parity with the Series A Preferred Stock with respect to rights to the payment of dividends and the distribution of assets upon our liquidation, dissolution or winding up; ■ The Series A Preferred Stock is junior to all equity securities issued by us with terms specifically providing that those equity securities rank senior to the Series A Preferred Stock with respect to rights to the payment of dividends and the distribution of assets upon our liquidation, dissolution or winding up; ■ The Series A Preferred Stock is effectively junior to all of our existing and future indebtedness; ■ The Series A Preferred Stock will remain outstanding indefinitely unless we decide to redeem or otherwise repurchase it at our option; ■ The Series A Preferred Stock will accrue cumulative cash dividends at the rate of 10% of the $25.00 per share liquidation preference per annum which will accrue if we do not have funds to pay the dividend; ■ We have not yet generated revenues from our current business plan and we do not presently have a reserve to pay dividends that will be due in the future on the Series A Preferred Stock; ■ No dividends will be paid or set apart for payment by us at any time if it would violate the terms of any agreement in which we are a party to or that we may enter into in the future; ■ The Series A Preferred Stock may be redeemed by us on or after March 3, 2022, for a cash redemption price of $25.00 per share if certain requirements are met; ■ The Series A Preferred Stock is not convertible into our Common Stock; and ■ If we fail to pay a dividend on the Series A Preferred, holders will not receive additional interest or fees in respect to such dividend. Series A Preferred Stock Transactions During the Year Ended December 31, 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 year ended December 31, 2020, the Company accrued dividends in the amount of $9,967 on the Series A Preferred Stock. At December 31, 2020, dividend payable on the Series A Preferred Stock was $9,967. At December 31, 2020, if management determined to pay these dividends in shares of the Company’s common stock, this would result in the issuance of 755,076 shares of common stock based upon the average price of $0.0132 per share for the five day period ended December 31, 2020. Subsequent to year end the Company cancelled these shares and instead issued a total of 600,000 shares of restricted common stock to the holders. Series A Preferred Stock Transactions During the Year Ended December 31, 2019 None. Series X Preferred Stock The Company has 26,227 shares of its 10% Series X Cumulative Redeemable Perpetual Preferred Stock (the “Series X Preferred Stock”) outstanding as of December 31, 2020 and December 31, 2019. 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 and preferred stock and accrues 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. Each one share of the Series X Preferred Stock is entitled to 20,000 votes on all matters submitted to a vote of our shareholders. Series X Preferred Stock Transactions During the Year Ended December 31, 2020 During the year ended December 31, 2020, the Company accrued dividends in the amount of $65,568 on the Series X Preferred Stock. On December 31, 2020, the Company issued 2,151,204 shares of common stock at a price of $0.0305 per share in satisfaction of the accrued dividends on the Series X Preferred Stock. The price of the common stock issued was equal to the average closing price over the five days prior the date of conversion. At December 31, 2020, dividend payable on the Series X Preferred Stock was $0. Series X Preferred Stock Transactions During the Year Ended December 31, 2019 On December 31, 2019, the Company issued a total of 26,227 shares of Series X Preferred Stock in settlement of various liabilities. All of the entities who received these shares were related parties, either because they were officer and or directors, or because the voting rights attached to these shares created a related party relationship. The shares of Series X Preferred Stock were issued as follows: Type of Share Liability Name Liability # shares Value Amount Loss Ronald Riewold, Director Deferred Compensation 1,200 $ 41,675 $ 30,000 $ (11,675 ) Larry Diamond, Director and CEO Deferred Compensation 2,000 $ 69,458 $ 50,000 $ (19,458 ) Julie R. Smith, Director and President (now ex-Officer and Director) Deferred Compensation 2,000 $ 69,458 $ 50,000 $ (19,458 ) James Crone, ex-Officer and Director Deferred Compensation 2,884 $ 100,158 $ 72,089 $ (28,069 ) Louis Deluca, ex-Officer and Director Deferred Compensation 2,400 $ 83,350 $ 60,000 $ (23,350 ) Irish Italian Retirement Fund Consulting services, notes payable (a) 12,503 $ 434,216 $ 312,572 (a) $ (121,644 ) Frank Lightmas Legal fees 3,240 $ 112,522 $ 81,000 (b) $ (31,522 ) Total 26,227 $ 910,837 $ 655,661 $ (255,176 ) (a) amount consists of accounts payable for consulting services of $174,813, and principal plus interest due on notes payable in the amount of $137,759. (b) Amount consists of $71,279 in legal fees due and $9,721 in prepaid legal fees. Stock Options The following table summarizes the options outstanding at December 31, 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 13,453,879 9.42 $ 0.03 11,303,879 $ 0.03 13,453,879 9.42 $ 0.03 11,303,879 $ 0.03 Transactions involving stock options are summarized as follows: Shares Weighted- Average Exercise Price ($) (A) Outstanding at December 31, 2018 67,879 $ 0.03 Granted - - Cancelled - - Outstanding at December 31, 2019 67,879 $ 0.03 Granted 14,886,000 $ 0.03 Cancelled (1,500,000 ) 0.03 Outstanding at December 31, 2020 13,453,879 $ 0.03 Exercisable at December 31, 2020 (B) 11,303,879 $ 0.03 (A) On December 14, 2020, the Company reset the exercise price of all the options then outstanding options to $0.03 per share. This included 150,000 options previously priced at $0.04 per share; 7,450,000 options previously priced at $0.05 per share; 1,000,000 options previously priced at $0.06 per share; and 67,879 options previously prices at $21.40 per share. The Company valued these options as of December 14, 2020, at the original exercise price and at the new price of $0.03 per share and charged the increase in value in the amount of $4,113 to operations during the year ended December 31, 2020. The exercise prices of all options are shown at the restated price of $0.03 per share. (B) On December 28, 2020, the Company accelerated the vesting of certain of its options issued to Board members, management, and consultants, resulting in a charge to operations in the amount of $164,647 during the year ended December 31, 2020. At December 31, 2020, the total stock-based compensation cost related to unvested awards not yet recognized was $71,156. The Company valued stock options during the years ended December 31, 2020 and 2019 using the Black-Scholes valuation model utilizing the following variables: December 31, December 31, 2020 2019 Volatility 149.4% to 209.6 % 228.0% to 229.4 % Dividends $ - $ - Risk-free interest rates 0.55% to 1.30 % 1.75% to 2.53 % Term (years) 5.00 5.00 Warrants The following table summarizes the warrants outstanding at December 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 December 31, 2020 - $ - |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | Note 11 Income Taxes Deferred income taxes result from the temporary differences primarily attributable to amortization of intangible assets and debt discount and an accumulation of net operating loss carryforwards for income tax purposes with a valuation allowance against the carryforwards for book purposes. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. Included in deferred tax assets are Federal and State net operating loss carryforwards of approximately $5,860,000, which will expire through 2040. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Due to significant changes in the Company’s ownership, the Company’s future use of its existing net operating losses may be limited. The provision (benefit) for income taxes for the years ended December 31, 2020 and 2019 consist of the following: 2020 2019 Current $ - $ - Deferred - - Total $ - $ - The provision (benefit) for income taxes differs from the amount of income tax determined by applying the applicable statutory income tax rate of 21.0% for the years ended December 31, 2020 and 2019 to the loss before taxes as a result of the following differences: 2020 2019 Loss before income taxes $ (2,936,129 ) $ (3,885,262 ) Statutory tax rate 21.0 % 21.0 % Total tax benefit at statutory rate (616,587 ) (815,915 ) Permanent difference – meals and entertainment, Preferred Stock dividend (41,930 ) 30 Total (658,517 ) (815,885 ) Changes in valuation allowance 658,517 815,885 Income tax expense $ - $ - Deferred income taxes reflect the tax impact of temporary differences between the amounts of assets and liabilities for financial reporting purposes and such amounts as measured by tax laws and regulations. Deferred income taxes include the net tax effects of net operating loss (NOL) carryforwards and the temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. As of December 31, 2020, and 2019 significant components of the Company’s deferred tax assets are as follows: 2020 2019 Deferred Tax Assets (Liabilities): Accrued payroll $ 41,000 $ 14,000 ASC842-ROU Asset 65,000 - ASC842-ROU (Liability) (67,000 ) - Gain from derivatives (107,000 ) - Stock based compensation 119,000 - Depreciation (1,000 ) - Net operating loss 5,861,000 5,239,000 Net deferred tax assets (liabilities) 5,911,000 5,253,000 Valuation allowance (5,911,000 ) (5,253,000 ) Net deferred tax assets (liabilities) $ - $ - |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | Note 12 Fair Value of Financial Instruments The following summarizes the Company’s derivative financial liabilities that are recorded at fair value on a recurring basis at December 31, 2020 and 2019. December 31, 2020 Level 1 Level 2 Level 3 Total Liabilities Derivative liabilities $ - $ - $ 807,692 $ 807,682 December 31, 2019 Level 1 Level 2 Level 3 Total Liabilities Derivative liabilities $ - $ - $ 1,488,423 $ 1,488,423 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | Note 13 Commitments and Contingencies Legal There are no pending or anticipated legal actions at this time except as noted below in “Other”. Other On May 4, 2020, we 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, we determined that errors had been made in the application submitted to obtain the 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 we did receive. Bank of America has requested that we remit such funds back to Bank of America. We are presently attempting to negotiate repayment of the loan. If we are not successful in negotiating repayment terms, it could have a material adverse effect on our financial condition. During management's review of the Company’s recent PPP loan application after the loan had been disbursed to the Company, it was determined that the information provided by Ms. Julie R. Smith, the Company’s former President and COO, was not representative of the Company’s situation. After consulting with legal counsel, the Board of Directors voted to remove Ms. Smith from its Board of Directors, and all other capacities due to the misstatements she made in the loan application. Subsequent to that decision, effective July 1, 2020, Ms. Smith submitted a resignation from all positions with the Company, which was accepted by the Board and management. Ms. Smith subsequently 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. On August 18, 2020, the Company received formal notice that a complaint has been filed with the Colorado Civil Rights Division by Ms. Smith naming the Company as the Respondent. The Company believes the claims are frivolous and intends to vigorously defend against the allegations. As of the date of this filing the Company has been advised that the Colorado Civil Rights Division has dismissed this matter effective March 1, 2021. Ms. Smith requested a “Right-to-Sue” letter, which she received, giving her a right to sue in District Court for 90 days from the date of the dismissed action. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | Note 14 Subsequent Events Increase of Shares in Stock Option Plan On January 19, 2021, the Company increased the number of shares of common stock available in its stock option plan to 25,000,000 shares. Common Stock Issued for Conversion of Notes Payable On January 4, 2021, the Company issued 4,123,750 shares of common stock at a price of $0.012 per share pursuant to the conversion of $45,000 of principal and $4,485 of accrued interest in Eagle Equities Note 4. On January 6, 2021, the Company issued 3,505,964 shares of common stock at a price of $0.01224 per share pursuant to the conversion of $39,000 of principal and $3,913 of accrued interest in Eagle Equities Note 4. On January 11, 2021, the Company issued 4,463,507 shares of common stock at a price of $0.01224 per share pursuant to the conversion of $50,000 of principal and $4,633 of accrued interest in Eagle Equities Note 5. On January 14, 2021, the Company issued 4,319,378 shares of common stock at a price of $0.01266 per share pursuant to the conversion of $50,000 of principal and $4,683 of accrued interest in Eagle Equities Note 5. On January 21, 2021, the Company issued 6,449,610 shares of common stock at a price of $0.0154 per share pursuant to the conversion of $93,000 of principal and $6,324 of accrued interest in Eagle Equities Note 6. On January 28, 2021, the Company issued 7,285,062 shares of common stock at a price of $0.01575 per share pursuant to the conversion of $107,200 of principal and $7,540 of accrued interest in Eagle Equities Note 6. From January 29, 2021 through March 21, 2021, the Company entered into Securities Purchase Agreements with 45 investors for the sale of 6,192,000 shares of the Company’s restricted common stock at a price of $0.25 per share for aggregate proceeds of $1,548,000. The price was determined based on the prior day ten day average closing price, less a 20% discount for the risk associated with restricted stock. These transactions were executed directly by the Company and no brokers, dealers or representatives were involved. On February 1, 2021, the Company opened the first location of The Good Clinic in Minneapolis, Minnesota. The Good Clinic is a PLLC and is operated by third party shareholders. The Company considers The Good Clinic a variable interest entity, and will include the financial statements of The Good Clinic in its consolidated financial statements beginning with the quarter ending March 31, 2021. On February 5, 2021, the Company entered into a settlement agreement with the holders of the Eagle Equities Note 7 whereby the Company issued 1,184,148 shares of common stock at a price of $0.24984 per share in satisfaction of $200,200 of principal and all accrued interest and prepayment penalties due under this note. On February 5, 2021, the Company entered into a settlement agreement with the holders of the Eagle Equities Note 8 whereby the Company issued 639,593 shares of common stock at a price of $0.23851 per share in satisfaction of $114,400 of principal and all accrued interest and prepayment penalties due under this note. On February 5, 2021, the Company entered into a settlement agreement with the holders of the Eagle Equities Note 9 whereby the Company issued 605,177 shares of common stock at a price of $0.24984 per share in satisfaction of $114,400 of principal and all accrued interest and prepayment penalties due under this note. On February 5, 2021, the Company entered into a settlement agreement with the holders of the Eagle Equities Note 10 whereby the Company issued 1,095,131 shares of common stock at a price of $0.23748 per share in satisfaction of $200,200 of principal and all accrued interest and prepayment penalties due under this note. On February 22, 2021, the Company issued 336,000 shares of common stock for the exercise of options at a price of $0.03 per share. On March 1, 2021, the State of Colorado Department of Regulatory Agencies sent a letter to Julie R. Smith dismissing her right to sue the Company pursuant to CCRD Complaint Number: E2100009516x – Julie R. Smith v. True Nature Holdings. On March 11, 2021, the Company issued 600,000 shares of common stock to four officers of The Good Clinic in exchange for 4,800 shares of Series A Preferred Stock. The 4,800 shares of Series A Preferred Stock were cancelled. On March 14, 2021, the Board of Directors appointed Philip Keller its Chief Financial Officer. In connection with Mr. Keller’s appointment as Chief Financial Officer, Mr. Lawrence Diamond will no longer serve as the Company’s Interim Chief Financial Officer. Mr. Diamond will continue to lead the Company’s growth and development as Chief Executive Officer and as a Director of the Board. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of Accounting |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates - |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash - |
Property, Plant and Equipment, Policy [Policy Text Block] | Property, Plant, and Equipment - Years Office equipment 3 to 5 Furniture & fixtures 3 to 7 Machinery & equipment 3 to 10 Leasehold improvements Term of lease |
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. |
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 |
Derivatives, Policy [Policy Text Block] | Derivative Financial 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 year ended December 31, 2020: - The stock prices of $0.0198 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 135.6% through 220.0% 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 was not in default. - The Holder would automatically convert the note before maturity if the registration was 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. The reset events are projected to occur annually starting 3 months following the date of valuation. - For the variable rate Notes (30%, 39% or 45% discount), the Holder would convert with effective discount rates of 35.95% to 56.00% (based on the lookback terms). - The Company would redeem the notes at maturity if the conversion value was less than the payment with penalties. For the majority of the notes 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%. |
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- |
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 consolidated financial statements when it is more likely than not (i.e., a likelihood of more than fifty percent) that the position would be sustained upon examination by tax authorities. A recognized tax position is then measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. The Company does not have any material unrecognized tax benefits. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as components of interest expense and other expense, respectively, in arriving at pretax income or loss. The Company does not have any interest and penalties accrued. The Company is generally no longer subject to U.S. federal, state, and local income tax examinations for the years before 2012. |
Business Combinations Policy [Policy Text Block] | Business Combinations- ● future expected cash flows from product sales, support agreements, consulting contracts, other customer contracts, and acquired developed technologies and patents; and ● discount rates utilized in valuation estimates. Unanticipated events and circumstances may occur that may affect the accuracy or validity of such assumptions, estimates or actual results. Additionally, any change in the fair value of the acquisition-related contingent consideration subsequent to the acquisition date, including changes from events after the acquisition date, such as changes in our estimates of relevant revenue or other targets, will be recognized in earnings in the period of the estimated fair value change. A change in fair value of the acquisition-related contingent consideration or the occurrence of events that cause results to differ from our estimates or assumptions could have a material effect on the consolidated financial position, statements of operations or cash flows in the period of the change in the estimate. |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Impairment of Long-Lived Assets- |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Financial Instruments and Fair Values- Level 1 – inputs include exchange quoted prices for identical instruments and are the most observable. Level 2 – inputs include brokered and/or quoted prices for similar assets and observable inputs such as interest rates. Level 3 – inputs include data not observable in the market and reflect management judgment about the assumptions market participants would use in pricing the asset or liability. The use of observable and unobservable inputs and their 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 derivative liabilities 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 derivative liabilities as Level 3. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recently Issued Accounting Standards In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842): Accounting for Leases. This update requires that lessees recognize right-of-use assets and lease liabilities that are measured at the present value of the future lease payments at lease commencement date. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee will largely remain unchanged and shall continue to depend on its classification as a finance or operating lease. We have performed a comprehensive review in order to determine what changes were required to support the adoption of this new standard. We adopted the ASU and related amendments on January 1, 2019. We elected the optional transition method that allows for a cumulative-effect adjustment in the period of adoption and will not restate prior periods. During the year ended December 31, 2020, we recorded a right-to-use asset and an operating lease liability in the amount of $328,500. This pronouncement is not expected to have an ongoing material effect on our financial statements. In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment In June 2018, the FASB issued ASU 2018-07 “Improvements to Non-employee Share-Based Payment Accounting”, which simplifies the accounting for share-based payments granted to non-employees for goods and services. Under the ASU, most of the guidance on such payments to non-employees would be aligned with the requirements for share-based payments granted to employees. The amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. The Company does not anticipate that the adoption of this standard will have a material impact on the Company’s consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company is currently evaluating the impact of this standard on its condensed consolidated financial statements and related disclosures. In August 2020, the FASB issued ASU 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40)”. This ASU reduces the number of accounting models for convertible debt instruments and convertible Preferred Stock. As well as amend the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. In addition, this ASU improves and amends the related EPS guidance. This standard is effective for us on January 1, 2022, including interim periods within those fiscal years. Adoption is either a modified retrospective method or a fully retrospective method of transition. We are currently assessing the impact the new guidance will have on our consolidated financial statements. There are various other updates recently issued, most of which represent technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company’s consolidated financial position, results of operations or cash flows. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Property and equipment is recorded at the lower of cost or estimated net recoverable amount, and is depreciated using the straight-line method over its estimated useful life. Property acquired in a business combination is recorded at estimated initial fair value. Property, plant, and equipment are depreciated using the straight-line method based on the lesser of the estimated useful lives of the assets or the lease term based upon the following life expectancy: Years Office equipment 3 to 5 Furniture & fixtures 3 to 7 Machinery & equipment 3 to 10 Leasehold improvements Term of lease |
Net Loss Per Share Applicable_2
Net Loss Per Share Applicable to Common Shareholders (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | The following table sets forth the computation of loss per share for the years ended December 31, 2020 and 2019, respectively: December 31, 2020 2019 Numerator: Net loss applicable to common shareholders $ (2,936,129 ) $ (3,885,262 ) Denominator: Weighted average common shares outstanding 105,177,272 45,248,520 Net loss per share data: Basic and diluted $ (0.03 ) $ (0.09 ) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | The Company excluded all common equivalent shares outstanding for warrants, options and convertible instruments to purchase common stock from the calculation of diluted net loss per share because all such securities are antidilutive for the periods presented. As of December 31, 2020 and 2019, the following shares were issuable and excluded from the calculation of diluted loss: December 31, 2020 2019 Convertible Notes 79,475,904 36,135,065 Options 13,453,879 67,879 Warrants - 2,800,000 Accrued interest on Preferred Stock 92,253 - Total 93,022,036 39,002,944 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Schedule of Stock by Class [Table Text Block] | The shares of Series X Preferred stock were issued as follows: Type of Share Liability Name Liability # shares Value Amount Loss Ronald Riewold, Director Deferred Compensation 1,200 $ 41,675 $ 30,000 $ (11,675 ) Larry Diamond, Director and CEO Deferred Compensation 2,000 $ 69,458 $ 50,000 $ (19,458 ) Julie R. Smith, Director, COO and President (c) (now ex-Officer and Director) Deferred Compensation 2,000 $ 69,458 $ 50,000 $ (19,458 ) James Crone, ex-Officer and Director Deferred Compensation 2,884 $ 100,158 $ 72,089 $ (28,069 ) Louis Deluca, ex-Officer and Director Deferred Compensation 2,400 $ 83,350 $ 60,000 $ (23,350 ) Irish Italian Retirement Fund Consulting services, notes payable (a) 12,503 $ 434,216 $ 312,572 (a) $ (121,644 ) Frank Lightmas Legal fees 3,240 $ 112,522 $ 81,000 (b) $ (31,522 ) Total 26,227 $ 910,837 $ 655,661 $ (255,176 ) (a) Amount consists of accounts payable for consulting services of $174,813, and principal plus interest due on notes payable in the amount of $137,759. (b) Amount consists of $71,279 in legal fees due and $9,721 in prepaid legal fees. (c) Ms. Smith resigned effective July 1, 2020. |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities [Table Text Block] | Accounts payable and accrued liabilities consisted of the following at December 31, 2020 and 2019: December 31, 2020 2019 Trade accounts payable $ 824,405 $ 529,866 Accrued payroll and payroll taxes 244,926 92,799 Credit card payable - 26,049 Total $ 1,069,331 $ 648,714 |
Right to Use Assets and Lease_2
Right to Use Assets and Lease Liabilities - Operating Leases (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Text Block [Abstract] | |
Lessee, Operating Lease, Disclosure [Table Text Block] | December 31, 2020 December 31, 2019 Clinic $ 310,361 $ - Right to use assets, net $ 310,361 $ - December 31, 2020 December 31, 2019 Clinic 321,004 $ - Lease liability $ 321,004 $ - Less: current portion (8,905 ) Lease liability, non-current $ 312,099 $ - |
Lessee, Operating Lease, Liability, Maturity [Table Text Block] | Maturity analysis under these lease agreements are as follows: For the period ended December 31, 2021 $ 47,671 For the period ended December 31, 2022 63,798 For the period ended December 31, 2023 64,937 For the period ended December 31, 2024 66,456 For the period ended December 31, 2025 67,975 Thereafter 200,003 Total $ 510,840 Less: Present value discount (189,836 ) Lease liability $ 321,004 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Convertible Debt [Table Text Block] | Interest Amortization Expense of Discount Discount Principal Balance Accrued Interest Year Ended Year Ended Balance 12/31/2020 12/31/2019 12/31/2020 12/31/2019 12/31/2020 12/31/2020 12/31/2020 Series C Convertible Debenture $ 110,833 $ 110,833 $ 68,823 $ 57,709 $ 11,114 $ - $ - Series D Convertible Debenture 11,333 11,333 8,390 7,026 1,364 - - Convertible Note A 41,000 41,000 12,035 7,101 4,934 - - Power Up Note 11 - 45,000 - 1,805 875 34,498 - Power Up Note 12 - 53,000 - 1,499 1,813 46,014 - Power Up Note 13 - 73,000 - 1,488 3,240 66,554 - Eagle Equity Note 1 - 256,000 - 3,367 15,660 248,216 - Eagle Equity Note 2 - 256,000 - 1,010 21,813 247,605 - Eagle Equity Note 3 - - - - 24,608 256,000 - Eagle Equity Note 4(a) 84,000 - 8,132 - 12,332 93,097 35,903 Eagle Equity Note 5(b) 100,000 - 8,779 - 8,779 44,747 55,253 Eagle Equity Note 6(c) 200,200 - 12,112 - 12,112 51,473 148,727 Eagle Equity Note 7(d) 200,200 - 8,754 - 8,754 20,161 180,039 Eagle Equity Note 8(e) 114,400 - 3,498 - 3,498 1,380 113,020 Eagle Equity Note 9(f) 114.400 2,369 2,369 6,053 90,779 Eagle Equity Note 10(g) 220.000 1,591 1,591 5,087 133,074 PPP Loan 460,406 - 3,039 - 3,037 - - Other - - - 1,865 3,269 8,000 - Total $ 1,656,772 $ 846,166 $ 137,522 $ 82,870 $ 141,162 $ 1,128,885 $ 756,795 |
Schedule of Debt [Table Text Block] | Notes Payable Table 2: December 31, 2020 December 31, 2019 Total notes payable $ 1,656,772 $ 846,166 Less: Discount (756,795 ) (646,888 ) Notes payable - net of discount $ 899,977 $ 199,278 Current Portion, net of discount $ 899,977 $ 199,278 Long-term portion, net of discount $ - $ - |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Text Block [Abstract] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | Derivative liability activity for the years ended December 31, 2019 and 2020 are 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 1,273,463 Settled upon conversion or exercise (1,296,416 ) Settled upon payment of note (148,949 ) Gain on revaluation (508,839 ) December 31, 2020 $ 807,682 |
Stockholders' Deficit (Tables)
Stockholders' Deficit (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Stockholders' Deficit (Tables) [Line Items] | |
Schedule of Stock by Class [Table Text Block] | The shares of Series X Preferred stock were issued as follows: Type of Share Liability Name Liability # shares Value Amount Loss Ronald Riewold, Director Deferred Compensation 1,200 $ 41,675 $ 30,000 $ (11,675 ) Larry Diamond, Director and CEO Deferred Compensation 2,000 $ 69,458 $ 50,000 $ (19,458 ) Julie R. Smith, Director, COO and President (c) (now ex-Officer and Director) Deferred Compensation 2,000 $ 69,458 $ 50,000 $ (19,458 ) James Crone, ex-Officer and Director Deferred Compensation 2,884 $ 100,158 $ 72,089 $ (28,069 ) Louis Deluca, ex-Officer and Director Deferred Compensation 2,400 $ 83,350 $ 60,000 $ (23,350 ) Irish Italian Retirement Fund Consulting services, notes payable (a) 12,503 $ 434,216 $ 312,572 (a) $ (121,644 ) Frank Lightmas Legal fees 3,240 $ 112,522 $ 81,000 (b) $ (31,522 ) Total 26,227 $ 910,837 $ 655,661 $ (255,176 ) (a) Amount consists of accounts payable for consulting services of $174,813, and principal plus interest due on notes payable in the amount of $137,759. (b) Amount consists of $71,279 in legal fees due and $9,721 in prepaid legal fees. (c) Ms. Smith resigned effective July 1, 2020. |
Share-based Payment Arrangement, Option, Exercise Price Range [Table Text Block] | The following table summarizes the options outstanding at December 31, 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 13,453,879 9.42 $ 0.03 11,303,879 $ 0.03 13,453,879 9.42 $ 0.03 11,303,879 $ 0.03 |
Share-based Payment Arrangement, Option, Activity [Table Text Block] | Transactions involving stock options are summarized as follows: Shares Weighted- Average Exercise Price ($) (A) Outstanding at December 31, 2018 67,879 $ 0.03 Granted - - Cancelled - - Outstanding at December 31, 2019 67,879 $ 0.03 Granted 14,886,000 $ 0.03 Cancelled (1,500,000 ) 0.03 Outstanding at December 31, 2020 13,453,879 $ 0.03 Exercisable at December 31, 2020 (B) 11,303,879 $ 0.03 (A) On December 14, 2020, the Company reset the exercise price of all the options then outstanding options to $0.03 per share. This included 150,000 options previously priced at $0.04 per share; 7,450,000 options previously priced at $0.05 per share; 1,000,000 options previously priced at $0.06 per share; and 67,879 options previously prices at $21.40 per share. The Company valued these options as of December 14, 2020, at the original exercise price and at the new price of $0.03 per share and charged the increase in value in the amount of $4,113 to operations during the year ended December 31, 2020. The exercise prices of all options are shown at the restated price of $0.03 per share. (B) On December 28, 2020, the Company accelerated the vesting of certain of its options issued to Board members, management, and consultants, resulting in a charge to operations in the amount of $164,647 during the year ended December 31, 2020. |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | The Company valued stock options during the years ended December 31, 2020 and 2019 using the Black-Scholes valuation model utilizing the following variables: December 31, December 31, 2020 2019 Volatility 149.4% to 209.6 % 228.0% to 229.4 % Dividends $ - $ - Risk-free interest rates 0.55% to 1.30 % 1.75% to 2.53 % Term (years) 5.00 5.00 |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | The following table summarizes the warrants outstanding at December 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 December 31, 2020 - $ - |
Series X Preferred Stock [Member] | |
Stockholders' Deficit (Tables) [Line Items] | |
Schedule of Stock by Class [Table Text Block] | The shares of Series X Preferred stock were issued as follows: Type of Share Liability Name Liability # shares Value Amount Loss Ronald Riewold, Director Deferred Compensation 1,200 $ 41,675 $ 30,000 $ (11,675 ) Larry Diamond, Director and CEO Deferred Compensation 2,000 $ 69,458 $ 50,000 $ (19,458 ) Julie R. Smith, Director and President (now ex-Officer and Director) Deferred Compensation 2,000 $ 69,458 $ 50,000 $ (19,458 ) James Crone, ex-Officer and Director Deferred Compensation 2,884 $ 100,158 $ 72,089 $ (28,069 ) Louis Deluca, ex-Officer and Director Deferred Compensation 2,400 $ 83,350 $ 60,000 $ (23,350 ) Irish Italian Retirement Fund Consulting services, notes payable (a) 12,503 $ 434,216 $ 312,572 (a) $ (121,644 ) Frank Lightmas Legal fees 3,240 $ 112,522 $ 81,000 (b) $ (31,522 ) Total 26,227 $ 910,837 $ 655,661 $ (255,176 ) |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | The provision (benefit) for income taxes for the years ended December 31, 2020 and 2019 consist of the following: 2020 2019 Current $ - $ - Deferred - - Total $ - $ - |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | The provision (benefit) for income taxes differs from the amount of income tax determined by applying the applicable statutory income tax rate of 21.0% for the years ended December 31, 2020 and 2019 to the loss before taxes as a result of the following differences: 2020 2019 Loss before income taxes $ (2,936,129 ) $ (3,885,262 ) Statutory tax rate 21.0 % 21.0 % Total tax benefit at statutory rate (616,587 ) (815,915 ) Permanent difference – meals and entertainment, Preferred Stock dividend (41,930 ) 30 Total (658,517 ) (815,885 ) Changes in valuation allowance 658,517 815,885 Income tax expense $ - $ - |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | Deferred income taxes include the net tax effects of net operating loss (NOL) carryforwards and the temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. As of December 31, 2020, and 2019 significant components of the Company’s deferred tax assets are as follows: 2020 2019 Deferred Tax Assets (Liabilities): Accrued payroll $ 41,000 $ 14,000 ASC842-ROU Asset 65,000 - ASC842-ROU (Liability) (67,000 ) - Gain from derivatives (107,000 ) - Stock based compensation 119,000 - Depreciation (1,000 ) - Net operating loss 5,861,000 5,239,000 Net deferred tax assets (liabilities) 5,911,000 5,253,000 Valuation allowance (5,911,000 ) (5,253,000 ) Net deferred tax assets (liabilities) $ - $ - |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of Derivative Liabilities at Fair Value [Table Text Block] | The following summarizes the Company’s derivative financial liabilities that are recorded at fair value on a recurring basis at December 31, 2020 and 2019. December 31, 2020 Level 1 Level 2 Level 3 Total Liabilities Derivative liabilities $ - $ - $ 807,692 $ 807,682 December 31, 2019 Level 1 Level 2 Level 3 Total Liabilities Derivative liabilities $ - $ - $ 1,488,423 $ 1,488,423 |
Description of Business (Detail
Description of Business (Details) - Series A Preferred Stock [Member] - USD ($) | 1 Months Ended | |
Mar. 31, 2020 | Mar. 02, 2020 | |
Description of Business (Details) [Line Items] | ||
Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture | 4,800 | |
Shares Issued, Value, Share-based Payment Arrangement, after Forfeiture | $ 71,558 | |
Shares Issued, Price Per Share | $ 14.91 | $ 14.91 |
Financial Condition and Going_2
Financial Condition and Going Concern (Details) - USD ($) | Jul. 21, 2020 | Dec. 31, 2020 | Apr. 25, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Cash and Cash Equivalents, at Carrying Value | $ 64,789 | $ 83,245 | $ 1,304 | ||
Liabilities, Current | $ 3,028,640 | $ 2,419,285 | |||
Debt Instrument, Face Amount | $ 460,000 | ||||
Proceeds from Loans | $ 440,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 12 Months Ended | ||
Dec. 31, 2020USD ($)$ / shares | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | |
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Cash and Cash Equivalents, at Carrying Value | $ | $ 64,789 | $ 83,245 | $ 1,304 |
Derivative Assumption, Variable Note Discount Rates | - For the variable rate Notes (30%, 39% or 45% discount), the Holder would convert with effective discount rates of 35.95% to 56.00% (based on the lookback terms). | ||
Minimum [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Share Price | $ 0.0198 | ||
Minimum [Member] | Measurement Input, Option Volatility [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Embedded Derivative Liability, Measurement Input | 1.356 | ||
Maximum [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Share Price | $ 0.0425 | ||
Maximum [Member] | Measurement Input, Option Volatility [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Embedded Derivative Liability, Measurement Input | 2.200 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2020 | |
Office Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Office Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Furniture and Fixtures [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Furniture and Fixtures [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 7 years |
Machinery and Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Machinery and Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 10 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Estimated Useful Lives | Term of lease |
Net Loss Per Share Applicable_3
Net Loss Per Share Applicable to Common Shareholders (Details) - Schedule of Earnings Per Share, Basic and Diluted - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of Earnings Per Share, Basic and Diluted [Abstract] | ||
Net loss applicable to common shareholders | $ (2,936,129) | $ (3,885,262) |
Weighted average common shares outstanding | 105,177,272 | 45,248,520 |
Basic and diluted | $ (0.03) | $ (0.09) |
Net Loss Per Share Applicable_4
Net Loss Per Share Applicable to Common Shareholders (Details) - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share - shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 93,022,036 | 39,002,944 |
Convertible Debt Securities [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 79,475,904 | 36,135,065 |
Share-based Payment Arrangement, Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 13,453,879 | 67,879 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | 2,800,000 |
Accrued interest on preferred stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 92,253 | 0 |
Related Party Transactions (Det
Related Party Transactions (Details) | Dec. 31, 2020USD ($)shares | Dec. 28, 2020USD ($)$ / sharesshares | Dec. 14, 2020$ / shares | Aug. 27, 2020shares | Aug. 01, 2020USD ($)$ / sharesshares | Jun. 30, 2020USD ($)shares | Jun. 01, 2020USD ($)$ / sharesshares | May 27, 2020shares | Mar. 02, 2020USD ($)$ / sharesshares | Feb. 27, 2020USD ($)$ / sharesshares | Dec. 31, 2019shares | Aug. 10, 2019USD ($)shares | Jul. 29, 2019shares | Mar. 11, 2019USD ($)shares | Dec. 31, 2020USD ($)$ / shares | Dec. 31, 2019USD ($)$ / sharesshares | ||
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, Expense | $ 49,290 | $ 176,229 | $ 24,645 | |||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in Dollars per share) | $ / shares | $ 0.03 | $ 0.05 | $ 0.03 | [1] | $ 0 | [1] | ||||||||||||
(in Dollars per share) | $ / shares | $ 0.03 | |||||||||||||||||
Share-based Payment Arrangement, Noncash Expense | $ 568,363 | $ 234,192 | ||||||||||||||||
Preferred Stock Dividends, Shares (in Shares) | shares | 2,151,204 | |||||||||||||||||
Dividends, Preferred Stock | 75,535 | $ 0 | ||||||||||||||||
Stock Issued During Period, Shares, Issued for Services (in Shares) | shares | 386,985 | 2,901,440 | 300,000 | |||||||||||||||
Stock Issued During Period, Value, Issued for Services | 7,680 | $ 22,005 | ||||||||||||||||
Debt Conversion, Converted Instrument, Amount | 1,633,406 | 627,479 | ||||||||||||||||
Consulting Services [Member] | ||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | 174,813 | |||||||||||||||||
Settlement of Note Payable [Member] | ||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | 137,759 | |||||||||||||||||
Legal Fees [Member] | ||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | 71,279 | |||||||||||||||||
Prepaid Legal Fees [Member] | ||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | 9,721 | |||||||||||||||||
Restricted Stock [Member] | ||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||
Share-based Payment Arrangement, Noncash Expense | 67,623 | |||||||||||||||||
Director [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 | 2,000,000 | |||||||||||||||||
Number of Directors | 2 | |||||||||||||||||
Share-based Payment Arrangement, Expense | $ 9,860 | $ 78,324 | 9,860 | |||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in Dollars per share) | $ / shares | 0.03 | $ 0.05 | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | |||||||||||||||||
Shares Issued, Shares, Share-based Payment Arrangement, before Forfeiture (in Shares) | shares | 400,000 | |||||||||||||||||
President [Member] | ||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||
Share-based Payment Arrangement, Expense | $ (1,632) | 3,000 | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period (in Shares) | shares | 1,500,000 | |||||||||||||||||
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited (in Shares) | shares | 300,000 | |||||||||||||||||
Management [Member] | Restricted Stock [Member] | ||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||
Share-based Payment Arrangement, Noncash Expense | 15,856 | |||||||||||||||||
Board Member [Member] | ||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||
Shares Issued, Shares, Share-based Payment Arrangement, before Forfeiture (in Shares) | shares | 1,000,000 | |||||||||||||||||
Former President [Member] | ||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||
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 | |||||||||||||||||
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 | 1,500,000 | |||||||||||||||||
Share-based Payment Arrangement, Expense | $ 24,645 | 49,290 | ||||||||||||||||
Shares Issued, Value, Share-based Payment Arrangement, before Forfeiture | $ 1,500,000 | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | |||||||||||||||||
(in Dollars per share) | $ / shares | 0.03 | |||||||||||||||||
Issued to Each Related Party [Member] | Director [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 | $ 2,465 | $ 39,162 | 2,465 | |||||||||||||||
Shares Issued, Shares, Share-based Payment Arrangement, before Forfeiture (in Shares) | shares | 100,000 | |||||||||||||||||
Issued to Each Related Party [Member] | Each Consultant [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 | |||||||||||||||||
Shares Issued, Shares, Share-based Payment Arrangement, before Forfeiture (in Shares) | shares | 2,000,000 | |||||||||||||||||
Issued to Each Related Party [Member] | Chief Executive Officer [Member] | ||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||
Share-based Payment Arrangement, Expense | 58,743 | |||||||||||||||||
Shares Issued, Shares, Share-based Payment Arrangement, before Forfeiture (in Shares) | shares | 1,000,000 | |||||||||||||||||
Issued to Each Related Party [Member] | President [Member] | ||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||
Share-based Payment Arrangement, Expense | $ 58,743 | |||||||||||||||||
Issued to Each Related Party [Member] | Board Member [Member] | Restricted Stock [Member] | ||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||
Share-based Payment Arrangement, Noncash Expense | 7,135 | |||||||||||||||||
Director [Member] | ||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||
Share-based Payment Arrangement, Expense | $ 56,037 | 56,067 | 60,000 | |||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in Dollars per share) | $ / shares | $ 0.03 | $ 0.05 | ||||||||||||||||
Shares Issued, Shares, Share-based Payment Arrangement, before Forfeiture (in Shares) | shares | 1,000,000 | |||||||||||||||||
Director [Member] | June 1, 2020 [Member] | ||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||
Share-based Payment Arrangement, Expense | $ 28,460 | |||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in Dollars per share) | $ / shares | $ 0.03 | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | |||||||||||||||||
Shares Issued, Shares, Share-based Payment Arrangement, before Forfeiture (in Shares) | shares | 1,000,000 | |||||||||||||||||
Director [Member] | August 10, 2019 [Member] | ||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||
Share-based Payment Arrangement, Expense | $ 60,000 | |||||||||||||||||
Shares Issued, Shares, Share-based Payment Arrangement, before Forfeiture (in Shares) | shares | 1,000,000 | |||||||||||||||||
Director [Member] | Investor [Member] | Accounts Payable [Member] | ||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in Dollars per share) | $ / shares | $ 0.03 | |||||||||||||||||
Director [Member] | Director #2 [Member] | ||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||
Share-based Payment Arrangement, Expense | $ 46,500 | 46,500 | ||||||||||||||||
Shares Issued, Shares, Share-based Payment Arrangement, before Forfeiture (in Shares) | shares | 775,000 | |||||||||||||||||
Board Member [Member] | ||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||
Share-based Payment Arrangement, Expense | 16,085 | |||||||||||||||||
Stock Issued During Period, Shares, Issued for Services (in Shares) | shares | 100,000 | |||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 8,740 | |||||||||||||||||
Board Member [Member] | Restricted Stock [Member] | ||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||
Share-based Payment Arrangement, Noncash Expense | 32,614 | |||||||||||||||||
President [Member] | ||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||
Share-based Payment Arrangement, Noncash Expense | 11,909 | |||||||||||||||||
Stock Issued During Period, Shares, Issued for Services (in Shares) | shares | 100,000 | |||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 8,740 | |||||||||||||||||
Director #3 [Member] | August 10, 2019 [Member] | ||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||
Share-based Payment Arrangement, Expense | $ 12,000 | 12,000 | ||||||||||||||||
Shares Issued, Shares, Share-based Payment Arrangement, before Forfeiture (in Shares) | shares | 200,000 | |||||||||||||||||
Officer [Member] | ||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||
Share-based Payment Arrangement, Expense | $ 5 | |||||||||||||||||
Series X Preferred Stock [Member] | ||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||
Preferred Stock Dividends, Shares (in Shares) | shares | 2,151,204 | |||||||||||||||||
Dividends, Preferred Stock | $ 65,568 | 65,568 | ||||||||||||||||
Dividends Payable | $ 0 | 0 | ||||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | shares | 26,227 | |||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 655,661 | |||||||||||||||||
Series X Preferred Stock [Member] | Director [Member] | ||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | 30,000 | |||||||||||||||||
Series X Preferred Stock [Member] | Chief Executive Officer [Member] | ||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | 50,000 | |||||||||||||||||
Series X Preferred Stock [Member] | President [Member] | ||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | 50,000 | |||||||||||||||||
Series X Preferred Stock [Member] | Investor [Member] | ||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||
Preferred Stock Dividends, Shares (in Shares) | shares | 863,212 | |||||||||||||||||
Dividends Payable | $ 26,310 | 26,310 | ||||||||||||||||
Series X Preferred Stock [Member] | Officer [Member] | ||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||
Preferred Stock Dividends, Shares (in Shares) | shares | 262,478 | |||||||||||||||||
Dividends Payable | $ 8,000 | 8,000 | ||||||||||||||||
Series X Preferred Stock [Member] | Director #2 [Member] | ||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 72,089 | |||||||||||||||||
Series X Preferred Stock [Member] | Related Party [Member] | ||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||
Preferred Stock Dividends, Shares (in Shares) | shares | 1,025,514 | |||||||||||||||||
Dividends Payable | $ 31,528 | $ 31,528 | ||||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | shares | 26,227 | |||||||||||||||||
[1] | On December 14, 2020, the Company reset the exercise price of all the options then outstanding options to $0.03 per share. This included 150,000 options previously priced at $0.04 per share; 7,450,000 options previously priced at $0.05 per share; 1,000,000 options previously priced at $0.06 per share; and 67,879 options previously prices at $21.40 per share. The Company valued these options as of December 14, 2020, at the original exercise price and at the new price of $0.03 per share and charged the increase in value in the amount of $4,113 to operations during the year ended December 31, 2020. The exercise prices of all options are shown at the restated price of $0.03 per share. |
Related Party Transactions (D_2
Related Party Transactions (Details) - Schedule of Stock by Class - Preferred Stock [Member] | 12 Months Ended | |
Dec. 31, 2019USD ($)shares | ||
Class of Stock [Line Items] | ||
# shares (in Shares) | shares | 26,227 | |
Share Value | $ 910,837 | |
Liability Amount | 655,661 | |
Loss | $ (255,176) | |
Director [Member] | ||
Class of Stock [Line Items] | ||
# shares (in Shares) | shares | 1,200 | |
Share Value | $ 41,675 | |
Liability Amount | 30,000 | |
Loss | $ (11,675) | |
Chief Executive Officer [Member] | ||
Class of Stock [Line Items] | ||
# shares (in Shares) | shares | 2,000 | |
Share Value | $ 69,458 | |
Liability Amount | 50,000 | |
Loss | $ (19,458) | |
President [Member] | ||
Class of Stock [Line Items] | ||
# shares (in Shares) | shares | 2,000 | |
Share Value | $ 69,458 | |
Liability Amount | 50,000 | |
Loss | $ (19,458) | |
Director #2 [Member] | ||
Class of Stock [Line Items] | ||
# shares (in Shares) | shares | 2,884 | |
Share Value | $ 100,158 | |
Liability Amount | 72,089 | |
Loss | $ (28,069) | |
Director #3 [Member] | ||
Class of Stock [Line Items] | ||
# shares (in Shares) | shares | 2,400 | |
Share Value | $ 83,350 | |
Liability Amount | 60,000 | |
Loss | $ (23,350) | |
Irish Italian Retirement Fund [Member] | ||
Class of Stock [Line Items] | ||
# shares (in Shares) | shares | 12,503 | |
Share Value | $ 434,216 | |
Liability Amount | 312,572 | [1] |
Loss | $ (121,644) | |
Frank Lightmas [Member] | ||
Class of Stock [Line Items] | ||
# shares (in Shares) | shares | 3,240 | |
Share Value | $ 112,522 | |
Liability Amount | 81,000 | [2] |
Loss | $ (31,522) | |
[1] | amount consists of accounts payable for consulting services of $174,813, and principal plus interest due on notes payable in the amount of $137,759. | |
[2] | Amount consists of $71,279 in legal fees due and $9,721 in prepaid legal fees. |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Liabilities (Details) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Accounts Payable [Member] | |
Accounts Payable and Accrued Liabilities (Details) [Line Items] | |
Increase (Decrease) in Accounts Payable and Accrued Liabilities | $ (26,049) |
Accounts Payable and Accrued _4
Accounts Payable and Accrued Liabilities (Details) - Schedule of Accounts Payable and Accrued Liabilities - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Schedule of Accounts Payable and Accrued Liabilities [Abstract] | ||
Trade accounts payable | $ 824,405 | $ 529,866 |
Accrued payroll and payroll taxes | 244,926 | 92,799 |
Credit card payable | 0 | 26,049 |
Total | $ 1,069,331 | $ 648,714 |
Right to Use Assets and Lease_3
Right to Use Assets and Lease Liabilities - Operating Leases (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Disclosure Text Block [Abstract] | ||
Operating Lease, Weighted Average Remaining Lease Term | 7 years 6 months | |
Operating Lease, Expense | $ 10,642 | $ 0 |
Amortization of Leased Asset | $ 4,318 | $ 0 |
Lessee, Operating Lease, Discount Rate | 12.00% |
Right to Use Assets and Lease_4
Right to Use Assets and Lease Liabilities - Operating Leases (Details) - Lessee, Operating Lease, Disclosure - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Right to Use Assets and Lease Liabilities - Operating Leases (Details) - Lessee, Operating Lease, Disclosure [Line Items] | ||
Right to use assets, net | $ 310,361 | $ 0 |
Lease liability | 321,004 | 0 |
Less: current portion | (8,905) | 0 |
Lease liability, non-current | 312,099 | 0 |
Building [Member] | ||
Right to Use Assets and Lease Liabilities - Operating Leases (Details) - Lessee, Operating Lease, Disclosure [Line Items] | ||
Right to use assets, net | 310,361 | 0 |
Lease liability | $ 321,004 | $ 0 |
Right to Use Assets and Lease_5
Right to Use Assets and Lease Liabilities - Operating Leases (Details) - Lessee, Operating Lease, Liability, Maturity - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Lessee, Operating Lease, Liability, Maturity [Abstract] | ||
For the period ended December 31, 2021 | $ 47,671 | |
For the period ended December 31, 2022 | 63,798 | |
For the period ended December 31, 2023 | 64,937 | |
For the period ended December 31, 2024 | 66,456 | |
For the period ended December 31, 2025 | 67,975 | |
Thereafter | 200,003 | |
Total | 510,840 | |
Less: Present value discount | (189,836) | |
Lease liability | $ 321,004 | $ 0 |
Debt (Details)
Debt (Details) - USD ($) | Dec. 31, 2020 | Dec. 16, 2020 | Dec. 09, 2020 | Dec. 04, 2020 | Nov. 25, 2020 | Nov. 20, 2020 | Nov. 17, 2020 | Oct. 29, 2020 | Oct. 15, 2020 | Oct. 06, 2020 | Sep. 30, 2020 | Sep. 25, 2020 | Sep. 09, 2020 | Sep. 01, 2020 | Aug. 20, 2020 | Jul. 30, 2020 | Jul. 21, 2020 | Jul. 17, 2020 | Jul. 09, 2020 | Jul. 01, 2020 | Jun. 26, 2020 | Jun. 23, 2020 | Jun. 17, 2020 | Jun. 05, 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 | Dec. 19, 2018 | Aug. 13, 2018 | Apr. 30, 2018 | Aug. 10, 2017 | Sep. 19, 2016 | Mar. 18, 2016 | Nov. 30, 2014 | Aug. 31, 2014 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | May 04, 2020 | |||
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 | ||||||||||||||||||||||||||||||||||||||||||||||||
Warrants and Rights Outstanding, Term | 5 years | ||||||||||||||||||||||||||||||||||||||||||||||||
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 | $ 114,400 | $ 114,400 | 0 | |||||||||||||||||||||||||||||||||||||||||||||
Interest Expense, Debt | 11,114 | ||||||||||||||||||||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | 0 | ||||||||||||||||||||||||||||||||||||||||||||||||
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 | ||||||||||||||||||||||||||||||||||||||||||||||||
Warrants and Rights Outstanding, Term | 5 years | ||||||||||||||||||||||||||||||||||||||||||||||||
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 | |||||||||||||||||||||||||||||||||||||||||||||||
Interest Expense, Debt | 1,364 | ||||||||||||||||||||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | 0 | ||||||||||||||||||||||||||||||||||||||||||||||||
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 | 0 | $ 18,750 | 0 | ||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 9,375 | ||||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | 75,000 | 75,000 | 25,000 | 15,000 | 15,000 | ||||||||||||||||||||||||||||||||||||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ 0.30 | ||||||||||||||||||||||||||||||||||||||||||||||||
Interest Expense, Debt | $ 4,050 | 4,934 | |||||||||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Other | $ 6,750 | $ 7,500 | $ 3,750 | ||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 7,860 | $ 15,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 120,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Gains (Losses) on Restructuring of Debt | $ (13,867) | ||||||||||||||||||||||||||||||||||||||||||||||||
Repayments of Debt | 4,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | 0 | ||||||||||||||||||||||||||||||||||||||||||||||||
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 had the right to 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 was 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 meant 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 could 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 | 0 | 0 | |||||||||||||||||||||||||||||||||||||||||||||||
Interest Expense, Debt | 875 | 2,187 | |||||||||||||||||||||||||||||||||||||||||||||||
Gains (Losses) on Restructuring of Debt | 35,420 | ||||||||||||||||||||||||||||||||||||||||||||||||
Repayments of Debt | 74,195 | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Term | 180 days | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Payment Terms | If the Company prepaid 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 was made between the 31st day and the 60th day after the issuance of the Power Up Note 11, then such redemption premium was 120%; if such prepayment was made from the sixty first 61st to the 90th day after issuance, then such redemption premium 125%; and if such prepayment was made from the 91st to the 120th day after issuance, then such redemption premium was 130%; and if such prepayment was made from the 121st to the 150th day after issuance, then such redemption premium was 135%; and if such prepayment was made from the 151st to the 180th day after issuance, then such redemption premium was 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) | 34,498 | 45,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Derivative Liability | 21,266 | 21,266 | 47,187 | ||||||||||||||||||||||||||||||||||||||||||||||
Power Up Note 11 [Member] | Original Issue Discount [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 3,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | 3,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Power Up Note 11 [Member] | Principal [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||
Repayments of Debt | 45,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Power Up Note 11 [Member] | Accrued Interest [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||
Repayments of Debt | 2,680 | ||||||||||||||||||||||||||||||||||||||||||||||||
Power Up Note 11 [Member] | Prepayment Penalty [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||
Repayments of Debt | 23,815 | ||||||||||||||||||||||||||||||||||||||||||||||||
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 | $ 256,000 | $ 53,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debt | 0 | 0 | 53,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | 12.00% | |||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | Under the Power Up Note 12, Power Up had the right to 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 was 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 meant 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 could 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 | 0 | $ 6,000 | 0 | 53,000 | |||||||||||||||||||||||||||||||||||||||||||||
Interest Expense, Debt | 1,813 | 1,499 | |||||||||||||||||||||||||||||||||||||||||||||||
Gains (Losses) on Restructuring of Debt | 4,247 | ||||||||||||||||||||||||||||||||||||||||||||||||
Repayments of Debt | 84,231 | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Payment Terms | If the Company prepaid 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 was made between the 31st day and the 60th day after the issuance of the Power Up Note 12, then such redemption premium was 120%; if such prepayment was made from the sixty first 61st to the 90th day after issuance, then such redemption premium was 125%; and if such prepayment was made from the 91st to the 120th day after issuance, then such redemption premium was 130%; and if such prepayment was made from the 121st to the 150th day after issuance, then such redemption premium was 135%; and if such prepayment was made from the 151st to the 180th day after issuance, then such redemption premium was 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) | 46,014 | 6,502 | |||||||||||||||||||||||||||||||||||||||||||||||
Derivative Liability | 62,569 | 62,569 | 54,969 | ||||||||||||||||||||||||||||||||||||||||||||||
Interest Expense, Debt, Excluding Amortization | 2,187 | ||||||||||||||||||||||||||||||||||||||||||||||||
Power Up Note 12 [Member] | Original Issue Discount [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 3,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Power Up Note 12 [Member] | Principal [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||
Repayments of Debt | 53,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Power Up Note 12 [Member] | Accrued Interest [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||
Repayments of Debt | 3,312 | ||||||||||||||||||||||||||||||||||||||||||||||||
Power Up Note 12 [Member] | Prepayment Penalty [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||
Repayments of Debt | 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 had the right to 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 was 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 meant 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 could 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 | 0 | 0 | 73,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Interest Expense, Debt | 3,240 | 1,414 | |||||||||||||||||||||||||||||||||||||||||||||||
Gains (Losses) on Restructuring of Debt | 4,882 | ||||||||||||||||||||||||||||||||||||||||||||||||
Repayments of Debt | 115,980 | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Payment Terms | If the Company prepaid 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 was made between the 31st day and the 60th day after the issuance of the Power Up Note 13, then such redemption premium was 120%; if such prepayment was made from the sixty first 61st to the 90th day after issuance, then such redemption premium was 125%; and if such prepayment was made from the 91st to the 120th day after issuance, then such redemption premium was 130%; and if such prepayment was made from the 121st to the 150th day after issuance, then such redemption premium was 135%; and if such prepayment was made from the 151st to the 180th day after issuance, then such redemption premium was 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) | 66,554 | 6,091 | |||||||||||||||||||||||||||||||||||||||||||||||
Derivative Liability | 86,380 | 86,380 | 73,529 | ||||||||||||||||||||||||||||||||||||||||||||||
Interest Expense, Debt, Excluding Amortization | 529 | ||||||||||||||||||||||||||||||||||||||||||||||||
Power Up Note 13 [Member] | Original Issue Discount [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 3,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Power Up Note 13 [Member] | Principal [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||
Repayments of Debt | 73,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Power Up Note 13 [Member] | Accrued Interest [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||
Repayments of Debt | 4,728 | ||||||||||||||||||||||||||||||||||||||||||||||||
Power Up Note 13 [Member] | Prepayment Penalty [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||
Repayments of Debt | 38,252 | ||||||||||||||||||||||||||||||||||||||||||||||||
Eagle Equities Note 1 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 256,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debt | 0 | 0 | 256,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 0.021 | $ 0.01572 | $ 0.01518 | $ 0.01362 | $ 0.0132 | $ 0.0132 | $ 0.0132 | ||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | Under the Eagle Equities Note 1, Eagle Equities had the right to 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 was 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 was received by the Company, provided, however, that Eagle Equities could 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 | 0 | 0 | 256,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Interest Expense, Debt | 15,660 | 3,367 | |||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 2,320,000 | 3,429,814 | 3,188,735 | 2,045,130 | 3,243,434 | 2,023,358 | 2,015,783 | ||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Payment Terms | If the Company prepaid 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 was made between the 31st day and the 60th day after the issuance of the Eagle Equities Note 1, then such redemption premium was 116%; if such prepayment was made from the sixty first 61st to the 90th day after issuance, then such redemption premium was 122%; and if such prepayment was made from the 91st to the 120th day after issuance, then such redemption premium was 128%; and if such prepayment was made from the 121st to the 150th day after issuance, then such redemption premium was 134%; and if such prepayment was made from the 151st to the 180th day after issuance, then such redemption premium was 140%. After the 180th day following the issuance of the Eagle Equities Note 1, there shall be no further right of prepayment. | ||||||||||||||||||||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | 248,216 | 7,784 | |||||||||||||||||||||||||||||||||||||||||||||||
Derivative Liability | 271,694 | ||||||||||||||||||||||||||||||||||||||||||||||||
Interest Expense, Debt, Excluding Amortization | 15,694 | ||||||||||||||||||||||||||||||||||||||||||||||||
Eagle Equities Note 1 [Member] | Original Issue Discount [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 6,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Eagle Equities Note 1 [Member] | Principal [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 45,000 | $ 50,000 | $ 45,000 | $ 26,000 | $ 40,000 | $ 25,000 | $ 25,000 | ||||||||||||||||||||||||||||||||||||||||||
Eagle Equities Note 1 [Member] | Accrued Interest [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 3,720 | $ 3,917 | $ 3,405 | $ 1,855 | $ 2,813 | $ 1,708 | $ 1,608 | ||||||||||||||||||||||||||||||||||||||||||
Eagle Equities Note 2 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debt | 0 | 0 | 256,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 0.0153 | $ 0.0153 | $ 0.0153 | $ 0.01806 | $ 0.01896 | ||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | Under the Eagle Equities Note 2, Eagle Equities had the right to 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 was 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 was received by the Company, provided, however, that Eagle Equities could 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 | 0 | 0 | 256,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Interest Expense, Debt | 21,813 | 1,094 | |||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 3,586,078 | 3,574,074 | 3,556,645 | 3,005,721 | 3,194,796 | ||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Payment Terms | If the Company prepaid 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 was made between the 31st day and the 60th day after the issuance of the Eagle Equities Note 2, then such redemption premium was 116%; if such prepayment was made from the sixty first 61st to the 90th day after issuance, then such redemption premium was 122%; and if such prepayment was made from the 91st to the 120th day after issuance, then such redemption premium was 128%; and if such prepayment was made from the 121st to the 150th day after issuance, then such redemption premium was 134%; and if such prepayment was made from the 151st to the 180th day after issuance, then such redemption premium was 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) | 247,605 | 8,393 | |||||||||||||||||||||||||||||||||||||||||||||||
Derivative Liability | 277,476 | ||||||||||||||||||||||||||||||||||||||||||||||||
Interest Expense, Debt, Excluding Amortization | 21,476 | ||||||||||||||||||||||||||||||||||||||||||||||||
Eagle Equities Note 2 [Member] | Principal [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 50,000 | $ 50,000 | $ 50,000 | $ 50,000 | $ 56,000 | ||||||||||||||||||||||||||||||||||||||||||||
Eagle Equities Note 2 [Member] | Accrued Interest [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 4,867 | $ 4,683 | $ 4,417 | $ 4,283 | 4,573 | ||||||||||||||||||||||||||||||||||||||||||||
Eagle Equities Note 3 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 256,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debt | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 0.0108 | $ 0.0108 | $ 0.011 | $ 0.011 | $ 0.023 | $ 0.01566 | |||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | Under the Eagle Equities Note 3, Eagle Equities had the right to 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 was 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 was received by the Company, provided, however, that Eagle Equities could 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 | 0 | $ 250,000 | 0 | ||||||||||||||||||||||||||||||||||||||||||||||
Interest Expense, Debt | $ 6,576 | 22,412 | 24,608 | ||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 4,497,778 | 4,485,556 | 3,259,369 | 3,482,065 | 4,439,024 | 3,471,711 | |||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Payment Terms | If the Company prepaid 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 was made between the 31st day and the 60th day after the issuance of the Eagle Equities Note 3, then such redemption premium was 116%; if such prepayment was made from the sixty first 61st to the 90th day after issuance, then such redemption premium was 122%; and if such prepayment was made from the 91st to the 120th day after issuance, then such redemption premium was 128%; and if such prepayment was made from the 121st to the 150th day after issuance, then such redemption premium was 134%; and if such prepayment was made from the 151st to the 180th day after issuance, then such redemption premium was 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) | 256,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Derivative Liability | 272,412 | ||||||||||||||||||||||||||||||||||||||||||||||||
Eagle Equities Note 3 [Member] | Original Issue Discount [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 6,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Eagle Equities Note 3 [Member] | Principal [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 44,000 | $ 44,000 | $ 33,000 | $ 35,000 | $ 50,000 | $ 50,000 | |||||||||||||||||||||||||||||||||||||||||||
Eagle Equities Note 3 [Member] | Accrued Interest [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 4,576 | $ 4,444 | $ 3,179 | $ 3,442 | 4,600 | $ 4,367 | |||||||||||||||||||||||||||||||||||||||||||
Eagle Equities Note 4 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 129,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debt | [1] | 84,000 | 84,000 | 0 | |||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | Under the Eagle Equities Note 4, Eagle Equities had the right to 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 was 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 was 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 | $ 35,903 | [1] | 125,000 | 35,903 | [1] | ||||||||||||||||||||||||||||||||||||||||||||
Interest Expense, Debt | 17,948 | 14,021 | 12,332 | [1] | |||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 7,629,714 | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Payment Terms | If the Company prepaid 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 was made between the 31st day and the 60th day after the issuance of the Eagle Equities Note 4, then such redemption premium was 116%; if such prepayment was made from the sixty first 61st to the 90th day after issuance, then such redemption premium was 122%; and if such prepayment was made from the 91st to the 120th day after issuance, then such redemption premium was 128%; and if such prepayment was made from the 121st to the 150th day after issuance, then such redemption premium was 134%; and if such prepayment was made from the 151st to the 180th day after issuance, then such redemption premium was 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] | 93,097 | |||||||||||||||||||||||||||||||||||||||||||||||
Derivative Liability | $ 139,021 | ||||||||||||||||||||||||||||||||||||||||||||||||
Eagle Equities Note 4 [Member] | Principal [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 84,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Eagle Equities Note 4 [Member] | Accrued Interest [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | 8,398 | ||||||||||||||||||||||||||||||||||||||||||||||||
Eagle Equities Note 4 [Member] | Original Issue Discount [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 4,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Eagle Equities Note 4 [Member] | Principal [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 45,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Eagle Equities Note 4 [Member] | Accrued Interest [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 0.0108 | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 4,200 | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 4,555,556 | ||||||||||||||||||||||||||||||||||||||||||||||||
Eagle Equities Note 5 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 100,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debt | [2] | 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 had the right to 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 was 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 was received by the Company, provided, however, that Eagle Equities could 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 | $ 55,253 | [2] | 100,000 | 55,253 | [2] | ||||||||||||||||||||||||||||||||||||||||||||
Interest Expense, Debt | [2] | 8,779 | |||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 8,782,885 | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Payment Terms | If the Company prepaid 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 was made between the 31st day and the 60th day after the issuance of the Eagle Equities Note 5, then such redemption premium was 116%; if such prepayment was made from the sixty first 61st to the 90th day after issuance, then such redemption premium was 122%; and if such prepayment was made from the 91st to the 120th day after issuance, then such redemption premium was 128%; and if such prepayment was made from the 121st to the 150th day after issuance, then such redemption premium was 134%; and if such prepayment was made from the 151st to the 180th day after issuance, then such redemption premium was 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) | [2] | 44,747 | |||||||||||||||||||||||||||||||||||||||||||||||
Derivative Liability | $ 106,576 | ||||||||||||||||||||||||||||||||||||||||||||||||
Eagle Equities Note 5 [Member] | Principal [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 100,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Eagle Equities Note 5 [Member] | Accrued Interest [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | 9,317 | ||||||||||||||||||||||||||||||||||||||||||||||||
Eagle Equities Note 5 [Member] | Original Issue Discount [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 4,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Eagle Equities Note 6 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 200,200 | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debt | [3] | 200,200 | 200,200 | 0 | |||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | Under the Eagle Equities Note 6, Eagle Equities had the right to convert all or a portion of the outstanding principal of the Eagle Equities Note 6 into shares of Common Stock beginning on the date which was 180 days from the issuance date of the Eagle Equities Note 6, at a price equal to 60% of lowest traded price during the 20 day trading period ending on the day the conversion notice was received by the Company, provided, however, that Eagle Equities could not convert the Eagle Equities Note 6 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 | $ 148,727 | [3] | $ 200,200 | 148,727 | [3] | ||||||||||||||||||||||||||||||||||||||||||||
Interest Expense, Debt | [3] | 12,112 | |||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 13,734,672 | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Payment Terms | If the Company prepaid the Eagle Equities Note 6 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 was made between the 31st day and the 60th day after the issuance of the Eagle Equities Note 6, then such redemption premium was 116%; if such prepayment was made from the sixty first 61st to the 90th day after issuance, then such redemption premium was 122%; and if such prepayment was made from the 91st to the 120th day after issuance, then such redemption premium was 128%; and if such prepayment was made from the 121st to the 150th day after issuance, then such redemption premium was 134%; and if such prepayment was made from the 151st to the 180th day after issuance, then such redemption premium was 140%. After the 180th day following the issuance of the Eagle Equities Note 6, there shall be no further right of prepayment. | ||||||||||||||||||||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | [3] | 51,473 | |||||||||||||||||||||||||||||||||||||||||||||||
Derivative Liability | $ 218,148 | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Fee Amount | 7,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Eagle Equities Note 6 [Member] | Principal [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 200,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Eagle Equities Note 6 [Member] | Accrued Interest [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | 13,864 | ||||||||||||||||||||||||||||||||||||||||||||||||
Eagle Equities Note 6 [Member] | Original Issue Discount [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 18,200 | ||||||||||||||||||||||||||||||||||||||||||||||||
Eagle Equities Note 7 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 200,200 | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debt | [4] | 200,200 | 200,200 | 0 | |||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | Under the Eagle Equities Note 7, Eagle Equities had the right to convert all or a portion of the outstanding principal of the Eagle Equities Note 7 into shares of Common Stock beginning on the date which was 180 days from the issuance date of the Eagle Equities Note 7, at a price equal to 70% of lowest traded price during the 20 day trading period ending on the day the conversion notice was received by the Company, provided, however, that Eagle Equities may not convert the Eagle Equities Note 7 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 | 180,039 | [4] | $ 200,200 | 180,039 | [4] | ||||||||||||||||||||||||||||||||||||||||||||
Interest Expense, Debt | $ 15,203 | 8,754 | [4] | ||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 200,200 | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 1,184,148 | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Payment Terms | If the Company prepays the Eagle Equities Note 7 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 was made between the 31st day and the 60th day after the issuance of the Eagle Equities Note 7, then such redemption premium was 116%; if such prepayment was made from the sixty first 61st to the 90th day after issuance, then such redemption premium was 122%; and if such prepayment was made from the 91st to the 120th day after issuance, then such redemption premium was 128%; and if such prepayment was made from the 121st to the 150th day after issuance, then such redemption premium was 134%; and if such prepayment was made from the 151st to the 180th day after issuance, then such redemption premium was 140%. After the 180th day following the issuance of the Eagle Equities Note 7, there shall be no further right of prepayment. | ||||||||||||||||||||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | [4] | 20,161 | |||||||||||||||||||||||||||||||||||||||||||||||
Derivative Liability | $ 215,403 | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Fee Amount | 7,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Eagle Equities Note 7 [Member] | Original Issue Discount [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 18,200 | ||||||||||||||||||||||||||||||||||||||||||||||||
Eagle Equities Note 8 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debt | [5] | $ 114,400 | 114,400 | 0 | |||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | 12.00% | |||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | Under the Eagle Equities Note 8, Eagle Equities had the right to convert all or a portion of the outstanding principal of the Eagle Equities Note 8 into shares of Common Stock beginning on the date which was 180 days from the issuance date of the Eagle Equities Note 8, at a price equal to 70% of lowest traded price during the 20 day trading period ending on the day the conversion notice was received by the Company, provided, however, that Eagle Equities could not convert the Eagle Equities Note 8 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 | 113,020 | [5] | $ 10,400 | $ 10,400 | 113,020 | [5] | |||||||||||||||||||||||||||||||||||||||||||
Interest Expense, Debt | 2,909 | 3,498 | [5] | ||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 114,400 | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 639,593 | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Payment Terms | If the Company prepaid the Eagle Equities Note 8 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 was made between the 31st day and the 60th day after the issuance of the Eagle Equities Note 8, then such redemption premium was 116%; if such prepayment was made from the sixty first 61st to the 90th day after issuance, then such redemption premium was 122%; and if such prepayment was made from the 91st to the 120th day after issuance, then such redemption premium was 128%; and if such prepayment was made from the 121st to the 150th day after issuance, then such redemption premium was 134%; and if such prepayment was made from the 151st to the 180th day after issuance, then such redemption premium was 140%. After the 180th day following the issuance of the Eagle Equities Note 8, there shall be no further right of prepayment. | ||||||||||||||||||||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | [5] | 1,380 | |||||||||||||||||||||||||||||||||||||||||||||||
Derivative Liability | $ 117,309 | 117,309 | |||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Fee Amount | 4,000 | 4,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Eagle Equities Note 8 [Member] | Original Issue Discount [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 114,400 | $ 114,400 | |||||||||||||||||||||||||||||||||||||||||||||||
Eagle Equities Note 9 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 114,400 | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debt | [6] | $ 114.400 | 114.400 | 0 | |||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | Under the Eagle Equities Note 9, Eagle Equities had the right to convert all or a portion of the outstanding principal of the Eagle Equities Note 9 into shares of Common Stock beginning on the date which was 180 days from the issuance date of the Eagle Equities Note 9, at a price equal to 70% of lowest traded price during the 20 day trading period ending on the day the conversion notice was received by the Company, provided, however, that Eagle Equities could not convert the Eagle Equities Note 9 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 | 90,779 | [6] | $ 10,400 | 90,779 | [6] | ||||||||||||||||||||||||||||||||||||||||||||
Interest Expense, Debt | [6] | 2,369 | |||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 114,400 | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 605,177 | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Payment Terms | If the Company prepaid the Eagle Equities Note 9 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 was made between the 31st day and the 60th day after the issuance of the Eagle Equities Note 9, then such redemption premium was 116%; if such prepayment was made from the sixty first 61st to the 90th day after issuance, then such redemption premium was 122%; and if such prepayment was made from the 91st to the 120th day after issuance, then such redemption premium was 128%; and if such prepayment was made from the 121st to the 150th day after issuance, then such redemption premium was 134%; and if such prepayment was made from the 151st to the 180th day after issuance, then such redemption premium was 140%. After the 180th day following the issuance of the Eagle Equities Note 9, there shall be no further right of prepayment. The Company determined that a derivative liability in the amount of $86,432 existed in connection with the variable rate conversion feature of the Eagle Equities Note 9; this amount was charged to discount on the Eagle Equities Note 9. Details of additional activity for the year ended December 31, 2020 are presented in Notes Payable Table 1, below. Eagle Equities Note 10 This obligation has been fully satisfied as of the date of this filing and the Company has no further requirements related to this matter. On December 9, 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 10”) in the aggregate principal amount of $220,000 with an original issue discount of $20,000. The amount received was also net of fees in the amount of $8,000, which were charged to discount on convertible notes during the period. The Eagle Equities Note 10 entitled the holder to 12% interest per annum and matures on December 9, 2021. Under the Eagle Equities Note 10, Eagle Equities had the right to convert all or a portion of the outstanding principal of the Eagle Equities Note 8 into shares of Common Stock beginning on the date which was 180 days from the issuance date of the Eagle Equities Note 9, at a price equal to 70% of lowest traded price during the 20 day trading period ending on the day the conversion notice was received by the Company, provided, however, that Eagle Equities could not convert the Eagle Equities Note 10 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 prepaid the Eagle Equities Note 10 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 10, then such redemption premium was 116%; if such prepayment was made from the sixty first 61st to the 90th day after issuance, then such redemption premium was 122%; and if such prepayment was made from the 91st to the 120th day after issuance, then such redemption premium was 128%; and if such prepayment was made from the 121st to the 150th day after issuance, then such redemption premium was 134%; and if such prepayment was made from the 151st to the 180th day after issuance, then such redemption premium was 140%. After the 180th day following the issuance of the Eagle Equities Note 9, there shall be no further right of prepayment. | ||||||||||||||||||||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | [6] | 6,053 | |||||||||||||||||||||||||||||||||||||||||||||||
Derivative Liability | $ 86,432 | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Fee Amount | $ 4,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Eagle Equities Note 10 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 220,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debt | [7] | $ 220 | 220 | 0 | |||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | Under the Eagle Equities Note 10, Eagle Equities had the right to convert all or a portion of the outstanding principal of the Eagle Equities Note 8 into shares of Common Stock beginning on the date which was 180 days from the issuance date of the Eagle Equities Note 9, at a price equal to 70% of lowest traded price during the 20 day trading period ending on the day the conversion notice was received by the Company, provided, however, that Eagle Equities could not convert the Eagle Equities Note 10 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 | [7] | 133,074 | 133,074 | ||||||||||||||||||||||||||||||||||||||||||||||
Interest Expense, Debt | [7] | 1,591 | |||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 200,200 | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 1,095,131 | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Payment Terms | If the Company prepaid the Eagle Equities Note 10 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 10, then such redemption premium was 116%; if such prepayment was made from the sixty first 61st to the 90th day after issuance, then such redemption premium was 122%; and if such prepayment was made from the 91st to the 120th day after issuance, then such redemption premium was 128%; and if such prepayment was made from the 121st to the 150th day after issuance, then such redemption premium was 134%; and if such prepayment was made from the 151st to the 180th day after issuance, then such redemption premium was 140%. After the 180th day following the issuance of the Eagle Equities Note 9, there shall be no further right of prepayment. | ||||||||||||||||||||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | [7] | 5,087 | |||||||||||||||||||||||||||||||||||||||||||||||
Derivative Liability | $ 118,160 | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Fee Amount | 8,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Eagle Equities Note 10 [Member] | Original Issue Discount [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 20,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
PPP Loan [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt (Details) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 460,406 | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Debt | $ 460,406 | 460,406 | $ 0 | ||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 0 | 0 | |||||||||||||||||||||||||||||||||||||||||||||||
Interest Expense, Debt | 3,037 | ||||||||||||||||||||||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | $ 0 | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Description | Bank of America notified the Company in writing that it should not have received $440,000 of the loan proceeds disbursed under the Note. The Company investigated the terms of the application and discovered its former President had erroneously represented it was refinancing an Economic Injury Disaster Loan when the Company never applied for or received such a loan. Bank of America requested that the Company return the funds it received back to Bank of America. The Company is currently negotiating a repayment plan with Bank of America. | ||||||||||||||||||||||||||||||||||||||||||||||||
[1] | Subsequent to December 31, 2020, $84,000 of principal and $8,398 of accrued interest of this note were converted to a total of 7,629,714 shares of the Company’s common stock. As of the date of this filing this note is fully satisfied and there are no further obligations. | ||||||||||||||||||||||||||||||||||||||||||||||||
[2] | Subsequent to December 31, 2020, $100,000 of principal and $9,317 of accrued interest of this note were converted to a total of 8,782,885 shares of the Company’s common stock. As of the date of this filing this note is fully satisfied and there are no further obligations. | ||||||||||||||||||||||||||||||||||||||||||||||||
[3] | Subsequent to December 31, 2020, $200,000 of principal and $13,864 of accrued interest of this note were converted to a total of 13,734,672 shares of the Company’s common stock. As of the date of this filing this note is fully satisfied and there are no further obligations. | ||||||||||||||||||||||||||||||||||||||||||||||||
[4] | Subsequent to December 31, 2020, the Company entered into a settlement agreement whereby principal of $200,200 and all accrued interest and prepayment penalties due under this note were converted to a total of 1,184,148 shares of the Company’s common stock. As of the date of this filing this note is fully satisfied and there are no further obligations | ||||||||||||||||||||||||||||||||||||||||||||||||
[5] | Subsequent to December 31, 2020, the Company entered into a settlement agreement whereby principal of $114,400 and all accrued interest and prepayment penalties due under this note were converted to a total of 639,593 shares of the Company’s common stock. As of the date of this filing this note is fully satisfied and there are no further obligations | ||||||||||||||||||||||||||||||||||||||||||||||||
[6] | Subsequent to December 31, 2020, the Company entered into a settlement agreement whereby principal of $114,400 and all accrued interest and prepayment penalties due under this note were converted to a total of 605,177 shares of the Company’s common stock. As of the date of this filing this note is fully satisfied and there are no further obligations | ||||||||||||||||||||||||||||||||||||||||||||||||
[7] | Subsequent to December 31, 2020, the Company entered into a settlement agreement whereby principal of $200,200 and all accrued interest and prepayment penalties due under this note were converted to a total of 1,095,131 shares of the Company’s common stock. As of the date of this filing this note is fully satisfied and there are no further obligations |
Debt (Details) - Convertible De
Debt (Details) - Convertible Debt - USD ($) | Sep. 19, 2016 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Oct. 29, 2020 | Aug. 20, 2020 | Jul. 01, 2020 | Dec. 19, 2019 | Mar. 18, 2016 | Nov. 30, 2014 | Aug. 31, 2014 | ||
Debt (Details) - Convertible Debt [Line Items] | |||||||||||||||
Principal Balance | $ 1,656,772 | $ 846,166 | |||||||||||||
Accrued Interest | 137,522 | 82,870 | |||||||||||||
Interest Expense | 141,162 | ||||||||||||||
Amortization of Discount | 1,128,885 | 848,845 | |||||||||||||
Discount Balance | 756,795 | 646,888 | |||||||||||||
Series C Debenture [Member] | |||||||||||||||
Debt (Details) - Convertible Debt [Line Items] | |||||||||||||||
Principal Balance | 110,833 | 110,833 | $ 110,833 | ||||||||||||
Accrued Interest | 68,823 | 57,709 | |||||||||||||
Interest Expense | 11,114 | ||||||||||||||
Amortization of Discount | 0 | ||||||||||||||
Discount Balance | $ 114,400 | 0 | |||||||||||||
Series D Debenture [Member] | |||||||||||||||
Debt (Details) - Convertible Debt [Line Items] | |||||||||||||||
Principal Balance | 11,333 | 11,333 | $ 11,333 | ||||||||||||
Accrued Interest | 8,390 | 7,026 | |||||||||||||
Interest Expense | 1,364 | ||||||||||||||
Amortization of Discount | 0 | ||||||||||||||
Discount Balance | 0 | ||||||||||||||
Convertible Note A [Member] | |||||||||||||||
Debt (Details) - Convertible Debt [Line Items] | |||||||||||||||
Principal Balance | 41,000 | 41,000 | |||||||||||||
Accrued Interest | 12,035 | 7,101 | |||||||||||||
Interest Expense | $ 4,050 | 4,934 | |||||||||||||
Amortization of Discount | 0 | ||||||||||||||
Discount Balance | 0 | $ 18,750 | |||||||||||||
Power Up Note 11 [Member] | |||||||||||||||
Debt (Details) - Convertible Debt [Line Items] | |||||||||||||||
Principal Balance | 0 | 45,000 | |||||||||||||
Accrued Interest | 0 | 1,805 | |||||||||||||
Interest Expense | 875 | 2,187 | |||||||||||||
Amortization of Discount | 34,498 | 45,000 | |||||||||||||
Discount Balance | 0 | ||||||||||||||
Power Up Note 12 [Member] | |||||||||||||||
Debt (Details) - Convertible Debt [Line Items] | |||||||||||||||
Principal Balance | 0 | 53,000 | |||||||||||||
Accrued Interest | 0 | 1,499 | |||||||||||||
Interest Expense | 1,813 | 1,499 | |||||||||||||
Amortization of Discount | 46,014 | 6,502 | |||||||||||||
Discount Balance | 0 | 53,000 | $ 6,000 | ||||||||||||
Power Up Note 13 [Member] | |||||||||||||||
Debt (Details) - Convertible Debt [Line Items] | |||||||||||||||
Principal Balance | 0 | 73,000 | |||||||||||||
Accrued Interest | 0 | 1,488 | |||||||||||||
Interest Expense | 3,240 | 1,414 | |||||||||||||
Amortization of Discount | 66,554 | 6,091 | |||||||||||||
Discount Balance | 0 | 73,000 | |||||||||||||
Eagle Equities Note 1 [Member] | |||||||||||||||
Debt (Details) - Convertible Debt [Line Items] | |||||||||||||||
Principal Balance | 0 | 256,000 | |||||||||||||
Accrued Interest | 0 | 3,367 | |||||||||||||
Interest Expense | 15,660 | 3,367 | |||||||||||||
Amortization of Discount | 248,216 | 7,784 | |||||||||||||
Discount Balance | 0 | 256,000 | |||||||||||||
Eagle Equities Note 2 [Member] | |||||||||||||||
Debt (Details) - Convertible Debt [Line Items] | |||||||||||||||
Principal Balance | 0 | 256,000 | |||||||||||||
Accrued Interest | 0 | 1,010 | |||||||||||||
Interest Expense | 21,813 | 1,094 | |||||||||||||
Amortization of Discount | 247,605 | 8,393 | |||||||||||||
Discount Balance | 0 | 256,000 | |||||||||||||
Eagle Equities Note 3 [Member] | |||||||||||||||
Debt (Details) - Convertible Debt [Line Items] | |||||||||||||||
Principal Balance | 0 | 0 | |||||||||||||
Accrued Interest | 0 | 0 | |||||||||||||
Interest Expense | $ 6,576 | $ 22,412 | 24,608 | ||||||||||||
Amortization of Discount | 256,000 | ||||||||||||||
Discount Balance | 250,000 | 0 | |||||||||||||
Eagle Equities Note 4 [Member] | |||||||||||||||
Debt (Details) - Convertible Debt [Line Items] | |||||||||||||||
Principal Balance | [1] | 84,000 | 0 | ||||||||||||
Accrued Interest | [1] | 8,132 | 0 | ||||||||||||
Interest Expense | 17,948 | 14,021 | 12,332 | [1] | |||||||||||
Amortization of Discount | [1] | 93,097 | |||||||||||||
Discount Balance | $ 125,000 | 35,903 | [1] | ||||||||||||
Eagle Equities Note 5 [Member] | |||||||||||||||
Debt (Details) - Convertible Debt [Line Items] | |||||||||||||||
Principal Balance | [2] | 100,000 | 0 | ||||||||||||
Accrued Interest | [2] | 8,779 | 0 | ||||||||||||
Interest Expense | [2] | 8,779 | |||||||||||||
Amortization of Discount | [2] | 44,747 | |||||||||||||
Discount Balance | $ 100,000 | 55,253 | [2] | ||||||||||||
Eagle Equities Note 6 [Member] | |||||||||||||||
Debt (Details) - Convertible Debt [Line Items] | |||||||||||||||
Principal Balance | [3] | 200,200 | 0 | ||||||||||||
Accrued Interest | [3] | 12,112 | 0 | ||||||||||||
Interest Expense | [3] | 12,112 | |||||||||||||
Amortization of Discount | [3] | 51,473 | |||||||||||||
Discount Balance | 148,727 | [3] | $ 200,200 | ||||||||||||
Eagle Equities Note 7 [Member] | |||||||||||||||
Debt (Details) - Convertible Debt [Line Items] | |||||||||||||||
Principal Balance | [4] | 200,200 | 0 | ||||||||||||
Accrued Interest | [4] | 8,754 | 0 | ||||||||||||
Interest Expense | 15,203 | 8,754 | [4] | ||||||||||||
Amortization of Discount | [4] | 20,161 | |||||||||||||
Discount Balance | 180,039 | [4] | $ 200,200 | ||||||||||||
Eagle Equities Note 8 [Member] | |||||||||||||||
Debt (Details) - Convertible Debt [Line Items] | |||||||||||||||
Principal Balance | [5] | 114,400 | 0 | ||||||||||||
Accrued Interest | [5] | 3,498 | 0 | ||||||||||||
Interest Expense | 2,909 | 3,498 | [5] | ||||||||||||
Amortization of Discount | [5] | 1,380 | |||||||||||||
Discount Balance | $ 10,400 | 113,020 | [5] | ||||||||||||
Eagle Equities Note 9 [Member] | |||||||||||||||
Debt (Details) - Convertible Debt [Line Items] | |||||||||||||||
Principal Balance | [6] | 114.400 | 0 | ||||||||||||
Accrued Interest | [6] | 2,369 | 0 | ||||||||||||
Interest Expense | [6] | 2,369 | |||||||||||||
Amortization of Discount | [6] | 6,053 | |||||||||||||
Discount Balance | 90,779 | [6] | $ 10,400 | ||||||||||||
Eagle Equities Note 10 [Member] | |||||||||||||||
Debt (Details) - Convertible Debt [Line Items] | |||||||||||||||
Principal Balance | [7] | 220 | 0 | ||||||||||||
Accrued Interest | [7] | 1,591 | 0 | ||||||||||||
Interest Expense | [7] | 1,591 | |||||||||||||
Amortization of Discount | [7] | 5,087 | |||||||||||||
Discount Balance | [7] | 133,074 | |||||||||||||
PPP Loan [Member] | |||||||||||||||
Debt (Details) - Convertible Debt [Line Items] | |||||||||||||||
Principal Balance | 460,406 | 0 | |||||||||||||
Accrued Interest | 3,039 | 0 | |||||||||||||
Interest Expense | 3,037 | ||||||||||||||
Amortization of Discount | 0 | ||||||||||||||
Discount Balance | 0 | ||||||||||||||
Other [Member] | |||||||||||||||
Debt (Details) - Convertible Debt [Line Items] | |||||||||||||||
Principal Balance | 0 | 0 | |||||||||||||
Accrued Interest | 0 | $ 1,865 | |||||||||||||
Interest Expense | 3,269 | ||||||||||||||
Amortization of Discount | 8,000 | ||||||||||||||
Discount Balance | $ 0 | ||||||||||||||
[1] | Subsequent to December 31, 2020, $84,000 of principal and $8,398 of accrued interest of this note were converted to a total of 7,629,714 shares of the Company’s common stock. As of the date of this filing this note is fully satisfied and there are no further obligations. | ||||||||||||||
[2] | Subsequent to December 31, 2020, $100,000 of principal and $9,317 of accrued interest of this note were converted to a total of 8,782,885 shares of the Company’s common stock. As of the date of this filing this note is fully satisfied and there are no further obligations. | ||||||||||||||
[3] | Subsequent to December 31, 2020, $200,000 of principal and $13,864 of accrued interest of this note were converted to a total of 13,734,672 shares of the Company’s common stock. As of the date of this filing this note is fully satisfied and there are no further obligations. | ||||||||||||||
[4] | Subsequent to December 31, 2020, the Company entered into a settlement agreement whereby principal of $200,200 and all accrued interest and prepayment penalties due under this note were converted to a total of 1,184,148 shares of the Company’s common stock. As of the date of this filing this note is fully satisfied and there are no further obligations | ||||||||||||||
[5] | Subsequent to December 31, 2020, the Company entered into a settlement agreement whereby principal of $114,400 and all accrued interest and prepayment penalties due under this note were converted to a total of 639,593 shares of the Company’s common stock. As of the date of this filing this note is fully satisfied and there are no further obligations | ||||||||||||||
[6] | Subsequent to December 31, 2020, the Company entered into a settlement agreement whereby principal of $114,400 and all accrued interest and prepayment penalties due under this note were converted to a total of 605,177 shares of the Company’s common stock. As of the date of this filing this note is fully satisfied and there are no further obligations | ||||||||||||||
[7] | Subsequent to December 31, 2020, the Company entered into a settlement agreement whereby principal of $200,200 and all accrued interest and prepayment penalties due under this note were converted to a total of 1,095,131 shares of the Company’s common stock. As of the date of this filing this note is fully satisfied and there are no further obligations |
Debt (Details) - Schedule of De
Debt (Details) - Schedule of Debt - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Schedule of Debt [Abstract] | ||
Total notes payable | $ 1,656,772 | $ 846,166 |
Less: Discount | (756,795) | (646,888) |
Notes payable - net of discount | 899,977 | 199,278 |
Current Portion, net of discount | 899,977 | 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 ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Balance | $ 1,488,423 | $ 0 |
Conversion features issued | 1,273,463 | 1,472,320 |
Settled upon conversion or exercise | (1,296,416) | (689,469) |
Settled upon payment of note | (148,949) | (191,827) |
(Loss) Gain on revaluation | (508,839) | 709,431 |
Balance | $ 807,682 | 1,488,423 |
Warrant [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Conversion features issued | $ 187,968 |
Stockholders' Deficit (Details)
Stockholders' Deficit (Details) | Feb. 22, 2021shares | Jan. 28, 2021$ / sharesshares | Jan. 21, 2021$ / sharesshares | Jan. 14, 2021$ / sharesshares | Jan. 11, 2021$ / sharesshares | Jan. 06, 2021$ / sharesshares | Jan. 04, 2021$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 14, 2020USD ($)$ / sharesshares | Aug. 27, 2020USD ($)shares | May 27, 2020USD ($)shares | Mar. 02, 2020USD ($)$ / sharesshares | Feb. 19, 2020USD ($)shares | Jan. 29, 2020USD ($)shares | Jan. 02, 2020USD ($)shares | Mar. 31, 2020$ / sharesshares | Mar. 21, 2021$ / sharesshares | Mar. 31, 2021shares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares |
Stockholders' Deficit (Details) [Line Items] | ||||||||||||||||||||
Common Stock, Par or Stated Value Per Share (in Dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||||||||
Common Stock, Shares, Issued (in Shares) | shares | 155,381,183 | 155,381,183 | 81,268,443 | |||||||||||||||||
Common Stock, Shares, Outstanding (in Shares) | shares | 155,381,183 | 155,381,183 | 81,268,443 | |||||||||||||||||
Class of Warrants, Exercised (in Shares) | shares | (8,382,382) | (3,514,900) | ||||||||||||||||||
Other Nonoperating Gains (Losses) | $ 6,988 | $ 0 | ||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services (in Shares) | shares | 386,985 | 2,901,440 | 300,000 | |||||||||||||||||
Gains (Losses) on Restructuring of Debt | $ 24,894 | $ 0 | $ (161,458) | |||||||||||||||||
Number of Transactions | 19 | |||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares | 63,374,555 | |||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 7,680 | $ 22,005 | ||||||||||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ / shares | $ 0.0305 | $ 0.0305 | $ 0.034 | |||||||||||||||||
Gain on Settlement of Accounts Payable and Accrued Liabilities | $ 6,988 | $ (37,186) | $ 35,532 | |||||||||||||||||
Share-based Payment Arrangement, Noncash Expense | 568,363 | 234,192 | ||||||||||||||||||
APIC, Share-based Payment Arrangement, Other, Increase for Cost Recognition | (421,502) | 69,750 | ||||||||||||||||||
Preferred Stock Dividends, Shares (in Shares) | shares | 2,151,204 | |||||||||||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | 21,656 | 910,837 | ||||||||||||||||||
Gain (Loss) on Extinguishment of Debt | 35,236 | $ 70,000 | ||||||||||||||||||
Stock Repurchased and Retired During Period, Shares (in Shares) | shares | 700,000 | |||||||||||||||||||
Stock Repurchased and Retired During Period, Value | $ 7,000 | |||||||||||||||||||
Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture (in Shares) | shares | 6,975,000 | |||||||||||||||||||
Shares Granted, Value, Share-based Payment Arrangement, after Forfeiture | $ 273,300 | |||||||||||||||||||
APIC, Share-based Payment Arrangement, Increase for Cost Recognition | 212,187 | |||||||||||||||||||
Embedded Derivative, No Longer Bifurcated, Amount Reclassified to Stockholders' Equity | 460,562 | 881,296 | ||||||||||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | 0 | 225,393 | ||||||||||||||||||
Adjustments to Additional Paid in Capital, Equity Component of Convertible Debt | 0 | 34,500 | ||||||||||||||||||
Stock Issued During Period, Value, Other | 290,000 | 35,149 | ||||||||||||||||||
Adjustments to Additional Paid in Capital, Other | 35,532,000,000 | |||||||||||||||||||
Imputed Interest | $ 0 | 9,018 | ||||||||||||||||||
Preferred Stock, Shares Authorized (in Shares) | shares | 100,000,000 | 100,000,000 | ||||||||||||||||||
Preferred Stock, Dividend Rate, Percentage | 10.00% | |||||||||||||||||||
Dividends Payable, Current | $ 9,967 | $ 9,967 | 0 | |||||||||||||||||
Dividends, Preferred Stock | 75,535 | 0 | ||||||||||||||||||
(in Dollars per share) | $ / shares | $ 0.03 | |||||||||||||||||||
Loss on modification of options | $ 4,113 | |||||||||||||||||||
APIC, Share-based Payment Arrangement, Option, Increase for Cost Recognition | 421,502 | |||||||||||||||||||
Share-based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount | $ 71,156 | 71,156 | ||||||||||||||||||
Principal [Member] | ||||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | ||||||||||||||||||||
Debt Conversion, Original Debt, Amount | 813,000 | |||||||||||||||||||
Accrued Interest [Member] | ||||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | ||||||||||||||||||||
Debt Conversion, Original Debt, Amount | 70,658 | |||||||||||||||||||
Convertible Debt [Member] | ||||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | ||||||||||||||||||||
Gains (Losses) on Restructuring of Debt | $ (161,458) | |||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares | 38,179,083 | |||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 627,479 | |||||||||||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 1,633,406 | $ 788,937 | ||||||||||||||||||
Legal Settlement [Member] | ||||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | ||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares | 1,401,224 | |||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 74,104 | |||||||||||||||||||
Gain (Loss) on Extinguishment of Debt | (26,924) | |||||||||||||||||||
Minimum [Member] | ||||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | ||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ / shares | $ 0.0108 | $ 0.0108 | ||||||||||||||||||
Maximum [Member] | ||||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | ||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ / shares | $ 0.0120 | $ 0.0120 | ||||||||||||||||||
Options Exercise Price $0.04 [Member] | ||||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | ||||||||||||||||||||
(in Dollars per share) | $ / shares | $ 0.04 | |||||||||||||||||||
Options Modified (in Shares) | shares | 150,000 | |||||||||||||||||||
Options Exercise Price $0.05 [Member] | ||||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | ||||||||||||||||||||
(in Dollars per share) | $ / shares | $ 0.05 | |||||||||||||||||||
Options Modified (in Shares) | shares | 7,450,000 | |||||||||||||||||||
Options Exercise Price $0.06 [Member] | ||||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | ||||||||||||||||||||
(in Dollars per share) | $ / shares | $ 0.06 | |||||||||||||||||||
Options Modified (in Shares) | shares | 1,000,000 | |||||||||||||||||||
Options Exercise Price $12.40 [Member] | ||||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | ||||||||||||||||||||
(in Dollars per share) | $ / shares | $ 21.40 | |||||||||||||||||||
Options Modified (in Shares) | shares | 67,879 | |||||||||||||||||||
Services [Member] | ||||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | ||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services (in Shares) | shares | 200,000 | |||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 7,680 | |||||||||||||||||||
Consulting Services [Member] | ||||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | ||||||||||||||||||||
Other Accrued Liabilities | 174,813 | |||||||||||||||||||
Notes Payable, Other Payables [Member] | ||||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | ||||||||||||||||||||
Other Accrued Liabilities | 137,759 | |||||||||||||||||||
Legal Fees [Member] | ||||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | ||||||||||||||||||||
Other Accrued Liabilities | 71,279 | |||||||||||||||||||
Prepaid Legal Fees [Member] | ||||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | ||||||||||||||||||||
Other Accrued Liabilities | $ 9,721 | |||||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | ||||||||||||||||||||
Stock Issued During Period, Shares, New Issues (in Shares) | shares | 6,192,000 | |||||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ / shares | $ 0.01575 | $ 0.0154 | $ 0.01266 | $ 0.01224 | $ 0.01224 | $ 0.012 | ||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares | 7,285,062 | 6,449,610 | 4,319,378 | 4,463,507 | 3,505,964 | 4,123,750 | ||||||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ / shares | $ 0.25 | |||||||||||||||||||
Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture (in Shares) | shares | 600,000 | |||||||||||||||||||
Number of Individuals | 4 | 45 | ||||||||||||||||||
Restricted Stock, Shares Issued Net of Shares for Tax Withholdings (in Shares) | shares | 600,000 | |||||||||||||||||||
Share-based Payment Arrangement [Member] | ||||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | ||||||||||||||||||||
Share-based Payment Arrangement, Noncash Expense | $ 67,623 | |||||||||||||||||||
Share-based Payment Arrangement, Option [Member] | ||||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | ||||||||||||||||||||
APIC, Share-based Payment Arrangement, Option, Increase for Cost Recognition | $ 164,647 | |||||||||||||||||||
Series X Preferred Stock [Member] | ||||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | ||||||||||||||||||||
Number of Note Holders | 2 | |||||||||||||||||||
Stock Issued During Period, Shares, New Issues (in Shares) | shares | 26,227 | |||||||||||||||||||
Preferred Stock Dividends, Shares (in Shares) | shares | 2,151,204 | |||||||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | shares | 26,227 | |||||||||||||||||||
Preferred Stock, Shares Issued (in Shares) | shares | 26,227 | 26,227 | 26,227 | |||||||||||||||||
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 | ||||||||||||||||||
Preferred Stock, Dividend Rate, Percentage | 10.00% | |||||||||||||||||||
Preferred Stock, Dividend Payment Terms | 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 | |||||||||||||||||||
Preferred Stock, Shares Outstanding (in Shares) | shares | 26,227 | 26,227 | 26,227 | |||||||||||||||||
Preferred Stock, Voting Rights | Each one share of the Series X Preferred Stock is entitled to 20,000 votes | |||||||||||||||||||
Dividends, Preferred Stock | $ 65,568 | $ 65,568 | ||||||||||||||||||
Dividends Payable | $ 0 | $ 0 | ||||||||||||||||||
Series S Preferred Stock [Member] | ||||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | ||||||||||||||||||||
Preferred Stock, Shares Authorized (in Shares) | shares | 27,324 | 27,324 | ||||||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | ||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services (in Shares) | shares | 4,800 | |||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 71,558 | |||||||||||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ / shares | $ 14.91 | $ 14.91 | ||||||||||||||||||
Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture (in Shares) | shares | 4,800 | |||||||||||||||||||
Preferred Stock, Shares Authorized (in Shares) | shares | 3,000,000 | 3,000,000 | ||||||||||||||||||
Preferred Stock, Shares Issued (in Shares) | shares | 4,800 | 4,800 | 0 | |||||||||||||||||
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 | ||||||||||||||||||
Preferred Stock, Redemption Terms | The designation includes, among other terms, that: ■ The Series A Preferred Stock ranks junior to our Series X Preferred Stock; ■ The Series A Preferred Stock has limited voting rights only on matters impacting certain of our securities that are senior to the Series A and in transactions involving mergers or similar transactions that adversely affects and deprives holders of the Series A Preferred Stock; ■ The Series A Preferred Stock is on a parity with all equity securities issued by us with terms specifically providing that those equity securities rank on a parity with the Series A Preferred Stock with respect to rights to the payment of dividends and the distribution of assets upon our liquidation, dissolution or winding up; ■ The Series A Preferred Stock is junior to all equity securities issued by us with terms specifically providing that those equity securities rank senior to the Series A Preferred Stock with respect to rights to the payment of dividends and the distribution of assets upon our liquidation, dissolution or winding up; ■ The Series A Preferred Stock is effectively junior to all of our existing and future indebtedness; ■ The Series A Preferred Stock will remain outstanding indefinitely unless we decide to redeem or otherwise repurchase it at our option; ■ The Series A Preferred Stock will accrue cumulative cash dividends at the rate of 10% of the $25.00 per share liquidation preference per annum which will accrue if we do not have funds to pay the dividend; ■ We have not yet generated revenues from our current business plan and we do not presently have a reserve to pay dividends that will be due in the future on the Series A Preferred Stock; ■ No dividends will be paid or set apart for payment by us at any time if it would violate the terms of any agreement in which we are a party to or that we may enter into in the future; ■ The Series A Preferred Stock may be redeemed by us on or after March 3, 2022, for a cash redemption price of $25.00 per share if certain requirements are met; ■ The Series A Preferred Stock is not convertible into our Common Stock; and ■ If we fail to pay a dividend on the Series A Preferred, holders will not receive additional interest or fees in respect to such dividend. | |||||||||||||||||||
Preferred Stock, Dividend Rate, Percentage | 10.00% | |||||||||||||||||||
Number of Individuals | 4 | |||||||||||||||||||
Dividends Payable, Current | $ 9,967 | |||||||||||||||||||
Preferred Stock, Dividend Payment Terms | issuance of 755,076 shares of common stock based upon the average price of $0.0132 per share for the five day period ended December 31, 2020 | |||||||||||||||||||
Preferred Stock, Shares Outstanding (in Shares) | shares | 4,800 | 4,800 | 0 | |||||||||||||||||
Series A Preferred Stock [Member] | Subsequent Event [Member] | ||||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | ||||||||||||||||||||
Stock Repurchased and Retired During Period, Shares (in Shares) | shares | 4,800 | |||||||||||||||||||
Agreement with Investors Regarding Exercise Price of Warrants [Member] | ||||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | ||||||||||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities (in Shares) | shares | 1,000,000 | |||||||||||||||||||
Class of Warrants, Exercised (in Shares) | shares | 2,769,482 | |||||||||||||||||||
Other Nonoperating Gains (Losses) | $ 77,652 | |||||||||||||||||||
Cashless Exercise of Warrants [Member] | ||||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | ||||||||||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities (in Shares) | shares | 4,098,556 | |||||||||||||||||||
Class of Warrants, Exercised (in Shares) | shares | 4,480,938 | |||||||||||||||||||
Other Nonoperating Gains (Losses) | $ 182,295 | |||||||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | shares | 3,514,900 | |||||||||||||||||||
Stock Issued During Period, Value, Other | $ 35,149 | |||||||||||||||||||
Additional Shares for Variable Conversion Feature on Warrants [Member] | ||||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | ||||||||||||||||||||
Stock Issued During Period, Shares, New Issues (in Shares) | shares | 1,011,967 | |||||||||||||||||||
Settlement of Note Payable [Member] | ||||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | ||||||||||||||||||||
Adjustments to Additional Paid in Capital, Equity Component of Convertible Debt | $ 34,500 |
Stockholders' Deficit (Detail_2
Stockholders' Deficit (Details) - Schedule of Stock by Class - Series X Preferred Stock [Member] | 12 Months Ended | |
Dec. 31, 2019USD ($)shares | ||
Class of Stock [Line Items] | ||
# shares (in Shares) | shares | 26,227 | |
Share Value | $ 910,837 | |
Liability Amount | 655,661 | |
Loss | $ (255,176) | |
Director [Member] | ||
Class of Stock [Line Items] | ||
# shares (in Shares) | shares | 1,200 | |
Share Value | $ 41,675 | |
Liability Amount | 30,000 | |
Loss | $ (11,675) | |
Chief Executive Officer [Member] | ||
Class of Stock [Line Items] | ||
# shares (in Shares) | shares | 2,000 | |
Share Value | $ 69,458 | |
Liability Amount | 50,000 | |
Loss | $ (19,458) | |
President [Member] | ||
Class of Stock [Line Items] | ||
# shares (in Shares) | shares | 2,000 | |
Share Value | $ 69,458 | |
Liability Amount | 50,000 | |
Loss | $ (19,458) | |
Director #2 [Member] | ||
Class of Stock [Line Items] | ||
# shares (in Shares) | shares | 2,884 | |
Share Value | $ 100,158 | |
Liability Amount | 72,089 | |
Loss | $ (28,069) | |
Director #3 [Member] | ||
Class of Stock [Line Items] | ||
# shares (in Shares) | shares | 2,400 | |
Share Value | $ 83,350 | |
Liability Amount | 60,000 | |
Loss | $ (23,350) | |
Irish Italian Retirement Fund [Member] | ||
Class of Stock [Line Items] | ||
# shares (in Shares) | shares | 12,503 | |
Share Value | $ 434,216 | |
Liability Amount | 312,572 | [1] |
Loss | $ (121,644) | |
Frank Lightmas [Member] | ||
Class of Stock [Line Items] | ||
# shares (in Shares) | shares | 3,240 | |
Share Value | $ 112,522 | |
Liability Amount | 81,000 | [2] |
Loss | $ (31,522) | |
[1] | amount consists of accounts payable for consulting services of $174,813, and principal plus interest due on notes payable in the amount of $137,759. | |
[2] | Amount consists of $71,279 in legal fees due and $9,721 in prepaid legal fees. |
Stockholders' Deficit (Detail_3
Stockholders' Deficit (Details) - Share-based Payment Arrangement, Option, Exercise Price Range - $ / shares | Dec. 14, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||||
Exercise Price | $ 0.03 | ||||
Number of options outstanding (in Shares) | 13,453,879 | 67,879 | 67,879 | ||
Weighted average remaining contractual life | 9 years 153 days | ||||
Weighted average exercise price of outstanding options | [1] | $ 0.03 | $ 0.03 | $ 0.03 | |
Number of options exercisable (in Shares) | [2] | 11,303,879 | |||
Weighted average exercise price of exercisable options | [1] | $ 0.03 | |||
Option Exercise $0.03 [Member] | |||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||||
Exercise Price | $ 0.03 | ||||
Number of options outstanding (in Shares) | 13,453,879 | ||||
Weighted average remaining contractual life | 9 years 153 days | ||||
Weighted average exercise price of outstanding options | $ 0.03 | ||||
Number of options exercisable (in Shares) | 11,303,879 | ||||
Weighted average exercise price of exercisable options | $ 0.03 | ||||
[1] | On December 14, 2020, the Company reset the exercise price of all the options then outstanding options to $0.03 per share. This included 150,000 options previously priced at $0.04 per share; 7,450,000 options previously priced at $0.05 per share; 1,000,000 options previously priced at $0.06 per share; and 67,879 options previously prices at $21.40 per share. The Company valued these options as of December 14, 2020, at the original exercise price and at the new price of $0.03 per share and charged the increase in value in the amount of $4,113 to operations during the year ended December 31, 2020. The exercise prices of all options are shown at the restated price of $0.03 per share. | ||||
[2] | On December 28, 2020, the Company accelerated the vesting of certain of its options issued to board members, management, and consultants, resulting in a charge to operations in the amount of $164,647 during the year ended December 31, 2020. |
Stockholders' Deficit (Detail_4
Stockholders' Deficit (Details) - Share-based Payment Arrangement, Option, Activity - $ / shares | Dec. 28, 2020 | Mar. 02, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |||
Share-based Payment Arrangement, Option, Activity [Abstract] | |||||||
Outstanding, Number of Shares | 67,879 | 67,879 | |||||
Outstanding, Weighted-Average Exercise Price | [1] | $ 0.03 | $ 0.03 | ||||
Exercisable, Number of Shares | [2] | 11,303,879 | |||||
Exercisable, Weighted-Average Exercise Price | [1] | $ 0.03 | |||||
Granted, Number of Shares | 14,886,000 | 0 | |||||
Granted, Weighted-Average Exercise Price | $ 0.03 | $ 0.05 | $ 0.03 | [1] | $ 0 | [1] | |
Cancelled, Number of Shares | (1,500,000) | 0 | |||||
Cancelled, Weighted-Average Exercise Price | [1] | $ 0.03 | $ 0 | ||||
Outstanding, Number of Shares | 13,453,879 | 67,879 | |||||
Outstanding, Weighted-Average Exercise Price | [1] | $ 0.03 | $ 0.03 | ||||
[1] | On December 14, 2020, the Company reset the exercise price of all the options then outstanding options to $0.03 per share. This included 150,000 options previously priced at $0.04 per share; 7,450,000 options previously priced at $0.05 per share; 1,000,000 options previously priced at $0.06 per share; and 67,879 options previously prices at $21.40 per share. The Company valued these options as of December 14, 2020, at the original exercise price and at the new price of $0.03 per share and charged the increase in value in the amount of $4,113 to operations during the year ended December 31, 2020. The exercise prices of all options are shown at the restated price of $0.03 per share. | ||||||
[2] | On December 28, 2020, the Company accelerated the vesting of certain of its options issued to board members, management, and consultants, resulting in a charge to operations in the amount of $164,647 during the year ended December 31, 2020. |
Stockholders' Deficit (Detail_5
Stockholders' Deficit (Details) - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Stockholders' Deficit (Details) - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Line Items] | ||
Dividends | 0.00% | 0.00% |
Term (years) | 5 years | 5 years |
Minimum [Member] | ||
Stockholders' Deficit (Details) - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Line Items] | ||
Volatility | 149.40% | 228.00% |
Risk-free interest rates | 0.55% | 1.75% |
Maximum [Member] | ||
Stockholders' Deficit (Details) - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Line Items] | ||
Volatility | 209.60% | 229.40% |
Risk-free interest rates | 1.30% | 2.53% |
Stockholders' Deficit (Detail_6
Stockholders' Deficit (Details) - Schedule of Stockholders' Equity Note, Warrants or Rights [ - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of Stockholders' Equity Note, Warrants or Rights [ [Abstract] | ||
Outstanding, Number of Shares | 1,800,000 | 1,167,653 |
Outstanding, Weighted Average Exercise Price | $ 0.00858 | $ 2.18 |
Granted, Number of Shares | 6,582,382 | 400,000 |
Granted, Weighted Average Exercise Price | $ 0.00858 | $ 0.00858 |
Additional warrants due to trigger of ratchet feature, Number of Shares | 6,659,382 | |
Additional warrants due to trigger of ratchet feature | $ 0.00858 | |
Exercised, Number of Shares | (8,382,382) | (3,514,900) |
Exercised, Weighted Average Exercise Price | $ 0.0561 | $ 0.00858 |
Forfeited, Number of Shares | (2,769,482) | |
Forfeited, Weighted Average Exercise Price | $ 0.00858 | |
Expired, Number of Shares | (142,653) | |
Expired, Weighted Average Exercise Price | $ 17.42 | |
Outstanding, Number of Shares | 0 | 1,800,000 |
Outstanding, Weighted Average Exercise Price | $ 0 | $ 0.00858 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Operating Loss Carryforwards | $ 5,860,000 | |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | 21.00% |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of Components of Income Tax Expense (Benefit) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of Components of Income Tax Expense (Benefit) [Abstract] | ||
Current | $ 0 | $ 0 |
Deferred | 0 | 0 |
Total | $ 0 | $ 0 |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of Effective Income Tax Rate Reconciliation - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of Effective Income Tax Rate Reconciliation [Abstract] | ||
Net tax loss carry-forwards | $ (2,936,129) | $ (3,885,262) |
Statutory rate | 21.00% | 21.00% |
Total tax benefit at statutory rate | $ (616,587) | $ (815,915) |
Permanent difference – meals and entertainment, Preferred Stock dividend | (41,930) | 30 |
Total | (658,517) | (815,885) |
Change in valuation allowance | 658,517 | 815,885 |
Income tax provision | $ 0 | $ 0 |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of Deferred Tax Assets and Liabilities - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Schedule of Deferred Tax Assets and Liabilities [Abstract] | ||
Accrued payroll | $ 41,000 | $ 14,000 |
ASC842-ROU Asset | 65,000 | 0 |
ASC842-ROU (Liability) | (67,000) | 0 |
Gain from derivatives | (107,000) | 0 |
Stock based compensation | 119,000 | 0 |
Depreciation | (1,000) | 0 |
Net operating loss | 5,861,000 | 5,239,000 |
Net deferred tax assets (liabilities) | 5,911,000 | 5,253,000 |
Valuation allowance | (5,911,000) | (5,253,000) |
Net deferred tax assets (liabilities) | $ 0 | $ 0 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments (Details) - Schedule of Derivative Liabilities at Fair Value - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Fair Value of Financial Instruments (Details) - Schedule of Derivative Liabilities at Fair Value [Line Items] | ||
Derivative liabilities | $ 807,682 | $ 1,488,423 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value of Financial Instruments (Details) - Schedule of Derivative Liabilities at Fair Value [Line Items] | ||
Derivative liabilities | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value of Financial Instruments (Details) - Schedule of Derivative Liabilities at Fair Value [Line Items] | ||
Derivative liabilities | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value of Financial Instruments (Details) - Schedule of Derivative Liabilities at Fair Value [Line Items] | ||
Derivative liabilities | $ 807,692 | $ 1,488,423 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | May 04, 2020USD ($) |
PPP Loan [Member] | |
Commitments and Contingencies (Details) [Line Items] | |
Debt Instrument, Face Amount | $ 460,406 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] | Feb. 22, 2021$ / sharesshares | Feb. 05, 2021USD ($)$ / sharesshares | Feb. 01, 2021$ / shares | Feb. 01, 2021USD ($)$ / sharesshares | Jan. 28, 2021USD ($)$ / sharesshares | Jan. 21, 2021USD ($)$ / sharesshares | Jan. 14, 2021USD ($)$ / sharesshares | Jan. 11, 2021USD ($)$ / sharesshares | Jan. 06, 2021USD ($)$ / sharesshares | Jan. 04, 2021USD ($)$ / sharesshares | Mar. 21, 2021USD ($)$ / sharesshares | Jan. 19, 2021shares |
Subsequent Events (Details) [Line Items] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized (in Shares) | 25,000,000 | |||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 7,285,062 | 6,449,610 | 4,319,378 | 4,463,507 | 3,505,964 | 4,123,750 | ||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ / shares | $ 0.01575 | $ 0.0154 | $ 0.01266 | $ 0.01224 | $ 0.01224 | $ 0.012 | ||||||
Number of Individuals | 4 | 45 | ||||||||||
Stock Issued During Period, Shares, New Issues (in Shares) | 6,192,000 | |||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ / shares | $ 0.25 | |||||||||||
Stock Issued During Period, Value, New Issues | $ | $ 1,548,000 | |||||||||||
Share Price, Description | The price was determined based on the prior day ten day average closing price, less a 20% discount for the risk associated with restricted stock. | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in Shares) | 336,000 | |||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in Dollars per share) | $ / shares | $ 0.03 | |||||||||||
Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture (in Shares) | 600,000 | |||||||||||
Principal [Member] | ||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||
Debt Conversion, Original Debt, Amount | $ | $ 107,200 | $ 93,000 | $ 50,000 | $ 50,000 | $ 39,000 | $ 45,000 | ||||||
Accrued Interest [Member] | ||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||
Debt Conversion, Original Debt, Amount | $ | $ 7,540 | $ 6,324 | $ 4,683 | $ 4,633 | $ 3,913 | $ 4,485 | ||||||
Eagle Equities Note 7 [Member] | ||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 1,184,148 | |||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ / shares | $ 0.24984 | $ 0.24984 | ||||||||||
Debt Conversion, Original Debt, Amount | $ | $ 200,200 | |||||||||||
Eagle Equities Note 8 [Member] | ||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 639,593 | |||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ / shares | $ 0.23851 | |||||||||||
Debt Conversion, Original Debt, Amount | $ | $ 114,400 | |||||||||||
Eagle Equities Note 9 [Member] | ||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 605,177 | |||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ / shares | $ 0.24984 | |||||||||||
Debt Conversion, Original Debt, Amount | $ | $ 114,400 | |||||||||||
Eagle Equities Note 10 [Member] | ||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 1,095,131 | |||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ / shares | $ 0.23748 | |||||||||||
Debt Conversion, Original Debt, Amount | $ | $ 200,200 | |||||||||||
Series A Preferred Stock [Member] | ||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||
Conversion of Stock, Shares Converted (in Shares) | 4,800 | |||||||||||
Stock Repurchased and Retired During Period, Shares (in Shares) | 4,800 |