10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10–Q

(Mark One)

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the quarterly period ended March 31, 2020

[  ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from _________ to ________

Commission file numbers 000–32141

NUTRA PHARMA CORP.

(Name of registrant as specified in its charter)

California	91–2021600
(State or Other Jurisdiction of Organization)	(IRS Employer Identification Number)

1537 NW 65th Avenue Plantation, FL	33313
(Address of principal executive offices)	(Zip Code)

(954) 509–0911

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Ticker symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [  ] No [X]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S–T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [  ] No [X]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non–accelerated filer, a smaller reporting company, or an emerging growth company.

Large accelerated filer [  ]	Accelerated filer [  ]
Non–accelerated filer [  ]	Smaller reporting company [X]
	Emerging Growth Company [  ]

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Exchange Act. [  ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b–2 of the Exchange Act). Yes [  ] No [X]

As of July 23, 2021, there were 7,267,619,714 shares of common stock and 3,000,000 shares of Series A preferred stock issued and outstanding.

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION	F-1
Item 1. Financial Statements	F-1
Condensed Consolidated Balance Sheets as of March 31, 2020 (Unaudited) and December 31, 2019	F-1
Condensed Consolidated Statements of Operations for the Three months ended March 31, 2020 and 2019 (Unaudited)	F-2
Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the Three months ended March 31, 2020 and 2019 (Unaudited)	F-3
Condensed Consolidated Statements of Cash Flows for the Three months ended March 31, 2020 and 2019 (Unaudited)	F-5
Notes to Condensed Consolidated Financial Statements (Unaudited)	F-6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	4
Item 3. Quantitative and Qualitative Disclosures about Market Risk	12
Item 4. Controls and Procedures	12
PART II. OTHER INFORMATION	13
Item 1. Legal Proceedings	13
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	14
Item 3. Defaults Upon Senior Securities	15
Item 4. Mine Safety Disclosure	15
Item 5. Other Information	15
Item 6. Exhibits	15

2

Nutra Pharma Corp (“Nutra Pharma”) and its wholly owned subsidiaries, ReceptoPharm, Inc. (“ReceptoPharm”) and Designer Diagnostics Inc. are referred to herein as “we”, “our” or “us” (ReceptoPharm is also individually referred to herein).

Forward Looking Statements

This Quarterly Report on Form 10–Q for the period ending March 31, 2020, contains forward–looking statements that involve risks and uncertainties, as well as assumptions that if they never materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward–looking statements. The words or phrases “would be,” “will allow, “intends to,” “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimate,” “project,” or similar expressions are intended to identify “forward–looking statements.” We are subject to risks detailed in Item 1(a). All statements other than statements of historical fact are statements that could be deemed forward–looking statements, including: (a) any projections of revenue, gross margin, expenses, earnings or losses from operations, synergies or other financial items; and (b) any statements of the plans, strategies and objectives of management for future operations; and (c) any statement concerning developments, plans, or performance. Unless otherwise required by applicable law, we do not undertake and we specifically disclaim any obligation to update any forward–looking statements to reflect occurrences, developments, unanticipated events or circumstances after the date of such statement.

3

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

NUTRA PHARMA CORP.

Condensed Consolidated Balance Sheets

	March 31,			December 31,
	2020			2019
	(Unaudited)
ASSETS
Current assets:
Cash	$	-		$	-
Accounts receivable		33,581			32,479
Inventory, current portion		6,624			8,177
Prepaid expenses and other current assets		21,265			17,150
Total current assets		61,470			57,806
Inventory, less current portion		65,568			52,183
Property and equipment, net		6,051			6,763
Operating lease right-of-use assets		200,276			207,530
Security deposit		15,550			15,550
Total assets	$	348,915		$	339,832
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	570,239		$	583,226
Accrued expenses		630,274			612,547
Accrued payroll due to officers		1,296,893			1,249,393
Accrued interest to related parties		164,276			159,555
Due to officer		199,290			122,812
Derivative liabilities		1,146,521			835,868
Other debt, net of discount, current portion		4,844,952			7,352,954
Operating lease obligations, current portion		75,588			73,278
Total current liabilities		8,928,033			10,989,633
Convertible note, less current portion		225,597			907,912
Operating lease obligations, less current portion		123,576			143,322
Total liabilities		9,277,206			12,040,867
Commitments and Contingencies
Stockholders’ deficit:
Preferred stock, $0.001 par value, 20,000,000 shares authorized: 3,000,000 Series A Preferred shares issued and outstanding at March 31, 2019 and December 31, 2019		3,000			3,000
Common stock, $0.001 par value, 8,000,000,000 shares authorized: 6,622,746,111 and 5,876,746,111 shares issued and outstanding at March 31, 2020 and December 31, 2019		6,622,746			5,876,746
Additional paid-in capital		50,127,203			50,283,503
Accumulated deficit		(65,681,240	)		(67,864,284	)
Total stockholders’ deficit		(8,928,291	)		(11,701,035	)
Total liabilities and stockholders’ deficit	$	348,915		$	339,832

See the accompanying notes to the unaudited condensed consolidated financial statements

F-1

NUTRA PHARMA CORP.

Condensed Consolidated Statements of Operations

(Unaudited)

	For the Three Months ended March 31,
	2020			2019
Net sales	$	17,116		$	41,322
Cost of sales		(5,279	)		(15,625	)
Gross profit		11,837			25,697
Operating expenses:
Selling, general and administrative - including stock based compensation of $7,500 and $30,000, respectively		241,441			274,635
Bad debt recovery - related party		(39,500	)		-
Total operating expenses		201,941			274,635
Loss from operations		(190,104	)		(248,938	)
Other income (expenses)
Rental Income		3,000			-
Interest expense		(68,873	)		(75,145	)
Interest expense to related parties		(4,721	)		(4,196	)
Change in fair value of convertible notes and derivatives		2,542,942			(129,417	)
Stock issued for loan modification		(77,200	)		-
Gain (loss) on settlement of debt and accrued expense, net		(22,000	)		57,253
Total other income (expenses)		2,373,148			(151,505	)
Income (loss) before income taxes		2,183,044			(400,443	)
Provision for income taxes		-			-
Net income (loss)	$	2,183,044		$	(400,443	)
Net income (loss) per share - basic and diluted	$	0.00		$	(0.00	)
Weighted average number of shares outstanding during the period - basic		6,272,328,529			4,112,446,110
Weighted average number of shares outstanding during the period - diluted		12,293,204,022			4,112,446,110

See the accompanying notes to the unaudited condensed consolidated financial statements

F-2

NUTRA PHARMA CORP.

Condensed Consolidated Statements of Changes in Stockholders’ Deficit

For the three months ended March 31, 2020 and 2019

(Unaudited)

									Additional						Total
	Preferred Stock				Common Stock				Paid-in			Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Capital			Deficit			Deficit
Balance -December 31, 2019		3,000,000	$	3,000		5,876,746,111	$	5,876,746	$	50,283,503		$	(67,864,284	)	$	(11,701,035	)
Common stock issued for debt modification and penalty		-		-		121,000,000		121,000		(43,800	)		-			77,200
Common stock issued for conversion of debt		-		-		500,000,000		500,000		(75,000	)		-			425,000
Common stock issued for settlement of debt		-		-		125,000,000		125,000		(37,500	)		-			87,500
Net income													2,183,044			2,183,044
Balance -March 31, 2020		3,000,000	$	3,000		6,622,746,111	$	6,622,746	$	50,127,203		$	(65,681,240	)	$	(8,928,291	)

See the accompanying notes to the unaudited condensed consolidated financial statements.

F-3

									Additional						Total
	Preferred Stock				Common Stock				Paid-in			Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Capital			Deficit			Deficit
Balance -December 31, 2018		3,000,000	$	3,000		4,046,746,110	$	4,046,746	$	51,286,503		$	(61,272,842	)	$	(5,936,593	)
Common stock issued for settlement of debt		-		-		81,000,000		81,000		(48,600	)		-			32,400
Warrants issued with Debt—Debt discount		-		-		-		-		8,147			-			8,147
Net loss													(400,443	)		(400,443	)
Balance -March 31, 2019		3,000,000	$	3,000		4,127,746,110	$	4,127,746	$	51,246,050		$	(61,673,285	)	$	(6,296,489	)

See the accompanying notes to the unaudited condensed consolidated financial statements.

F-4

NUTRA PHARMA CORP.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	For the Three Months Ended March 31,
	2020			2019
Cash flows from operating activities:
Net income (loss)	$	2,183,044		$	(400,443	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Bad debt expense		-			2,789
Bad debt recovery - related party		(39,500	)		-
Accrued interest expense for amount due to officer		1,678			1,817
(Gain) loss on settlement of debt and accrued expense		22,000			(57,253	)
Depreciation		712			1,105
Stock-based compensation		7,500			30,000
Stock-based loan modification cost		77,200			-
Change in fair value of convertible notes and derivatives		(2,542,942	)		129,417
Amortization of loan discount		24,873			38,117
Amortization of operating lease right-of-use assets		7,254			15,244
Changes in operating assets and liabilities:
Increase in accounts receivable		(1,102	)		(13,723	)
Increase in inventory		(11,832	)		(1,282	)
Increase(decrease) in prepaid expenses and other current assets		(11,615	)		4,152
Increase(decrease) in accounts payable		(12,987	)		65,014
Increase in accrued expenses		45,377			45,287
Increase in accrued payroll due to officers		47,500			59,400
Increase in accrued interest to related parties		4,721			4,196
Decrease in operating lease obligations		(17,436	)		(15,341	)
Net cash used in operating activities		(215,555	)		(91,504	)
Cash flows from financing activities:
Loans from officer		118,500			4,100
Repayment of officer loans		(4,200	)		(9,950	)
Proceeds from convertible notes		107,926			100,508
Advances from an unrelated third party		25,000			-
Repayments of other notes payable		(31,671	)		(3,154	)
Net cash provided by financing activities		215,555			91,504
Net increase in cash		-			-
Cash - beginning of period		-			-
Cash - end of period	$	-		$	-
Supplemental Cash Flow Information:
Cash paid for interest	$	-		$	500
Cash paid for income taxes	$	-		$	-
Non Cash Financing and Investing:
Stocks issued in settlement of notes, accounts payable, and accrued expenses	$	87,500		$	32,400
Shares issued for conversion of debt	$	425,000		$	-
Warrants issued with Debt—Debt discount	$	-		$	8,147
Right-of-use asset due to adoption of ASC 842	$	-		$	281,175
Operating lease liabilities due to adoption of ASC 842	$	-		$	281,175
Reclassification of accrued interest to debt	$	12,150		$	-

See the accompanying notes to the unaudited condensed consolidated financial statements

F-5

NUTRA PHARMA CORP.

Notes to Unaudited Condensed Consolidated Financial Statements

March 31, 2020

1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

Nutra Pharma Corp. (“Nutra Pharma”), is a holding company that owns intellectual property and operates in the biotechnology industry. Nutra Pharma was incorporated under the laws of the state of California on February 1, 2000, under the original name of Exotic-Bird.com.

Through its wholly-owned subsidiary, ReceptoPharm, Inc. (“ReceptoPharm”), Nutra Pharma conducts drug discovery research and development activities. In October 2009, Nutra Pharma launched its first consumer product called Cobroxin^®, an over-the-counter pain reliever designed to treat moderate to severe chronic pain. In May 2010, Nutra Pharma launched its second consumer product called Nyloxin^®, an over-the-counter pain reliever that is a stronger version of Cobroxin^® and is designed to treat severe chronic pain. In December 2014, Nutra Pharma launched Pet Pain-Away, an over-the-counter pain reliever designed to treat pain in cats and dogs.

Basis of Presentation and Consolidation

The Unaudited Condensed Consolidated Financial Statements and notes are presented in accordance with the rules and regulations of the Securities and Exchange Commission and do not contain certain information included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. In the opinion of management, all adjustments considered necessary for a fair presentation have been included and are of a normal, recurring nature. Interim results are not necessarily indicative of results for a full year. Therefore, the interim Unaudited Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and notes thereto contained in the Company’s Annual Report on Form 10-K.

The accompanying Unaudited Condensed Consolidated Financial Statements include the results of Nutra Pharma and its wholly-owned subsidiaries Designer Diagnostics Inc. and ReceptoPharm (collectively “the Company”, “us”, “we” or “our”). We operate as one reportable segment. Designer Diagnostics Inc. has been inactive since June 2011. All intercompany transactions and balances have been eliminated in consolidation.

Liquidity and Going Concern

Our Unaudited Condensed Consolidated Financial Statements are presented on a going concern basis, which contemplate the realization of assets and satisfaction of liabilities in the normal course of business. We have experienced recurring, significant losses from operations, and have an accumulated deficit of $65,681,240 at March 31, 2020. In addition, we have a significant amount of indebtedness in default, a working capital deficit of $8,866,563 and a stockholders’ deficit of $8,928,291 at March 31, 2020.

There is substantial doubt regarding our ability to continue as a going concern which is contingent upon our ability to secure additional financing, increase ownership equity and attain profitable operations. In addition, our ability to continue as a going concern must be considered in light of the problems, expenses and complications frequently encountered in established markets and the competitive environment in which we operate.

We do not have sufficient cash to sustain our operations for a period of twelve months from the issuance date of this report and will require additional financing in order to execute our operating plan and continue as a going concern. Since our sales are not currently adequate to fund our operations, we continue to rely principally on debt and equity funding; however, proceeds from such funding have not been sufficient to execute our business plan. Our plan is to attempt to secure adequate funding until sales of our pain products are adequate to fund our operations. We cannot predict whether additional financing will be available, and/or whether any such funding will be in the form of equity, debt, or another form. In the event that these financing sources do not materialize, or if we are unsuccessful in increasing our revenues and profits, we will be unable to implement our current plans for expansion, repay our obligations as they become due and continue as a going concern.

The accompanying Unaudited Condensed Consolidated Financial Statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern.

F-6

Impact of COVID-19 on our Operations

The ramifications of the outbreak of the novel strain of COVID-19, reported to have started in December 2019 and spread globally, are filled with uncertainty and changing quickly. Our operations have continued during the COVID-19 pandemic and we have not had significant disruption. Beginning in June 2020, the Company experienced a delay in retail rollout as a downstream implication of the slowing economy. We also closed our Coral Springs office in effort to save money. During May 2020, we received approval from SBA to fund our request for a PPP loan for $64,895. We used the proceeds primarily for payroll costs. We expect forgiveness of this loan under the current terms of requirement by the SBA. During April and June 2020, we obtained the loan in the amount of $150,000 from SBA under its Economic Injury Disaster Loan assistance program. We used the proceeds primarily for rent, payroll, utilities, accounting and legal expenses (See Note 12).

The Company is operating in a rapidly changing environment so the extent to which COVID-19 impacts its business, operations and financial results from this point forward will depend on numerous evolving factors that the Company cannot accurately predict. Those factors include the following: the duration and scope of the pandemic; governmental, business and individuals’ actions that have been and continue to be taken in response to the pandemic; and the distribution of testing and a vaccine.

Use of Estimates

The accompanying Unaudited Condensed Consolidated Financial Statements are prepared in accordance with accounting principles generally accepted in the United States of America which require management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense. Significant estimates include our ability to continue as a going concern, the recoverability of inventories and long-lived assets, the recoverability of amounts due from officer, the valuation of stock-based compensation and certain debt and derivative liabilities, recognition of loss contingencies and deferred tax valuation allowances. Actual results could differ from those estimates. Changes in facts and circumstances may result in revised estimates, which would be recorded in the period in which they become known.

Revenue from Contracts with Customers

The Company accounts for revenue from contracts with customers in accordance with Financial Accounting Standard Board (“FASB”) Accounting Standard Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). Under ASC Topic 606, revenue recognition has a five-step process: a) Determine whether a contract exists; b) Identify the performance obligations; c) Determine the transaction price; d) Allocate the transaction price; and e) Recognize revenue when (or as) performance obligations are satisfied

Our revenues are primarily derived from customer orders for the purchase of our products. We recognize revenues as performance obligations are fulfilled upon shipment of products. We record revenues net of promotions and discounts. For certain product sales to a distributor, we record revenue including a portion of the cash proceeds that is remitted back to the distributor.

F-7

Accounting for Shipping and Handling Costs

We account for shipping and handling as fulfillment activities and record amounts billed to customers as revenue and the related shipping and handling costs as cost of sales.

Accounts Receivable and Allowance for Doubtful Accounts

We grant credit without collateral to our customers based on our evaluation of a particular customer’s credit worthiness. Accounts receivable are due 30 days after the issuance of the invoice. In addition, allowances for doubtful accounts are maintained for potential credit losses based on the age of the accounts receivable and the results of periodic credit evaluations of our customers’ financial condition. Accounts receivable are written off after collection efforts have been deemed to be unsuccessful. Accounts written off as uncollectible are deducted from the allowance for doubtful accounts, while subsequent recoveries are netted against the provision for doubtful accounts expense. We generally do not charge interest on accounts receivable. We use third party payment processors and are required to maintain reserve balances, which are included in accounts receivable.

Accounts receivable are stated at estimated net realizable value. Accounts receivable are comprised of balances due from customers net of estimated allowances for uncollectible accounts. No allowance for doubtful account is deemed to be required at March 31, 2020 and December 31, 2019.

Inventories

Inventories, which are stated at the lower of average cost or net realizable value, consist of packaging materials, finished products, and raw venom that is utilized to make the API (active pharmaceutical ingredient). The raw unprocessed venom has an indefinite life for use. Commencing on October 1, 2019, we classify inventory as short-term or long-term inventory based on timing of when it is expected to be consumed. The Company regularly reviews inventory quantities on hand. If necessary, it records a net realizable value adjustment for excess and obsolete inventory based primarily on its estimates of product demand and production requirements. Write-downs are charged to cost of goods sold. We performed an evaluation of our inventory and related accounts at March 31, 2020 and December 31, 2019, and increased the reserve on supplier advances for future venom purchases included in prepaid expenses and other current assets by $0 and $23,948, respectively. At both March 31, 2020 and December 31, 2019, the total valuation allowance for prepaid venom was $224,859.

Financial Instruments and Concentration of Credit Risk

Our financial instruments include cash, accounts receivable, accounts payable, accrued expenses, loans payable, due to officers and derivative financial instruments. Other than certain warrant and convertible instruments (derivative financial instruments) and liabilities to related parties (for which it was impracticable to estimate fair value due to uncertainty as to when they will be satisfied and a lack of similar type transactions in the marketplace), we believe the carrying values of our financial instruments approximate their fair values because they are short term in nature or payable on demand. Our derivative financial instruments are carried at a measured fair value.

Balances in various cash accounts may at times exceed federally insured limits. We have not experienced any losses in such accounts. We do not hold or issue financial instruments for trading purposes. In addition, for the three months ended March 31, 2020, there was one customer that accounted for 59% of the total revenues. For the three months ended March 31, 2019, there were two customers that accounted for 61% and 17% of the total revenues, respectively. As of March 31, 2020 and December 31, 2019, 100% of the accounts receivable balance are reserves due from two payment processors.

F-8

Operating Lease Right-of-Use Asset and Liability

In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842), as amended (“ASC Topic 842”). The new standard establishes a right-of-use (ROU) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months and classify as either operating or finance leases. We adopted this standard effective January 1, 2019 using the modified retrospective approach for all leases entered into before the effective date. Adoption of the ASC Topic 842 had a significant effect on our balance sheet resulting in increased non-current assets and increased current and non-current liabilities. There was no impact to retained earnings upon adoption of the new standard. We did not have any finance leases (formerly referred to as capital leases prior to the adoption of ASC Topic 842), therefore there was no change in accounting treatment required.

The Company elected the package of practical expedients as permitted under the transition guidance, which allowed us: (1) to carry forward the historical lease classification; (2) not to reassess whether expired or existing contracts are or contain leases; and, (3) not to reassess the treatment of initial direct costs for existing leases.

In accordance with ASC Topic 842, at the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present and the classification of the lease including whether the contract involves the use of a distinct identified asset, whether we obtain the right to substantially all the economic benefit from the use of the asset, and whether we have the right to direct the use of the asset. Leases with a term greater than one year are recognized on the balance sheet as ROU assets, lease liabilities and, if applicable, long-term lease liabilities. The Company has elected not to recognize on the balance sheet leases with terms of one year or less under practical expedient in paragraph ASC 842-20-25-2.

Lease liabilities and their corresponding ROU assets are recorded based on the present value of lease payments over the expected lease term. The implicit rate within our operating leases are generally not determinable and, therefore, the Company uses the incremental borrowing rate at the lease commencement date to determine the present value of lease payments. The determination of the Company’s incremental borrowing rate requires judgment. The Company determines the incremental borrowing rate for each lease using our estimated borrowing rate.

F-9

Derivative Financial Instruments

Management evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income. For option-based simple derivative financial instruments, the Company uses the Black-Scholes option-pricing model to value the derivative instruments at inception and subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date.

We do not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks.

Convertible Debt

For convertible debt that does not contain an embedded derivative that requires bifurcation, the conversion feature is evaluated to determine if the rate of conversion is below market value and should be categorized as a beneficial conversion feature (“BCF”). A BCF related to debt is recorded by the Company as a debt discount and with the offset recorded to equity. The related convertible debt is recorded net of the discount for the BCF. The discount is amortized as additional interest expense over the term of the debt with the resulting debt discount being accreted over the term of the note.

The Fair Value Measurement Option

We have elected the fair value measurement option for convertible debt with embedded derivatives that require bifurcation, and record the entire hybrid financing instrument at fair value under the guidance of ASC Topic 815, Derivatives and Hedging (“ASC Topic 815”). The Company reports interest expense, including accrued interest, related to this convertible debt under the fair value option, within the change in fair value of convertible notes and derivatives in the accompanying consolidated statement of operations.

Derivative Accounting for Convertible Debt and Options and Warrants

The Company evaluated the terms and conditions of the convertible debt under the guidance of ASC Topic 815, Derivatives and Hedging. The conversion terms of some of the convertible notes are variable based on certain factors, such as the future price of the Company’s common stock. The number of shares of common stock to be issued is based on the future price of the Company’s common stock. The number of shares of common stock issuable upon conversion of the debt is indeterminate. Due to the fact that the number of shares of common stock issuable could exceed the Company’s authorized share limit, the equity environment is tainted, and all additional convertible debt and options and warrants are included in the value of the derivative liabilities. Pursuant to ASC 815-15, Embedded Derivatives, the fair values of the convertible debt, options and warrants and shares to be issued were recorded as derivative liabilities on the issuance date and revalued at each reporting period.

Property and Equipment

Property and equipment is recorded at cost. Expenditures for major improvements and additions are added to property and equipment, while replacements, maintenance and repairs which do not extend the useful lives are expensed. Depreciation is computed using the straight-line method over the estimated useful lives of the assets of 3 – 7 years.

Long-Lived Assets

The carrying value of long-lived assets is reviewed annually and on a regular basis for the existence of facts and circumstances that may suggest impairment. If indicators of impairment are present, we determine whether the sum of the estimated undiscounted future cash flows attributable to the long-lived asset in question is less than its carrying amount. If less, we measure the amount of the impairment based on the amount that the carrying value of the impaired asset exceeds the discounted cash flows expected to result from the use and eventual disposal of the impaired assets.

Income Taxes

The Company recorded no income tax expense for the three months ended March 31, 2020 and 2019 because the estimated annual effective tax rate was zero. As of March 31, 2020, the Company continues to provide a valuation allowance against its net deferred tax assets since the Company believes it is more likely than not that its deferred tax assets will not be realized.

Stock-Based Compensation

We account for stock-based compensation in accordance with FASB ASC Topic 718, Stock Compensation (“ASC Topic 718”). ASC Topic 718, which requires that the cost resulting from all share-based transactions be recorded in the financial statements over the respective service periods. It establishes fair value as the measurement objective in accounting for share-based payment arrangements and requires all entities to apply a fair-value-based measurement in accounting for share-based payment transactions with employees. The statement also establishes fair value as the measurement objective for transactions in which an entity acquires goods or services from non-employees in share-based payment transactions.

F-10

Net Income (Loss) Per Share

Net income (loss) per share is calculated in accordance with FASB ASC Topic 260, Earnings per Share. Basic income (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted income (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares and dilutive common stock equivalents outstanding. During periods in which we incur losses, common stock equivalents, if any, are not considered, as their effect would be anti-dilutive or have no effect on earnings per share. Any common shares issued as of a result of the exercise of conversion options and warrants would come from newly issued common shares from our remaining authorized shares.

	Three Months Ended
	March 31,
	2020			2019
Basic and diluted numerator:
Net income (loss) - basic	$	2,183,044		$	(400,443	)
Effect of dilutive securities:
Change in fair value of convertible notes		(2,854,140	)		-
Interest on convertible debt		8,735			-
Net loss - diluted	$	(662,361	)	$	(400,443	)
Basic and diluted denominator:
Weighted-average common shares outstanding - basic		6,272,328,529			4,112,446,110
Effect of dilutive securities:
Convertible debt		6,020,875,493			-
Weighted-average common shares outstanding - diluted (1)		12,293,204,022			4,112,446,110
Net income (loss) per share - basic and diluted	$	(0.00	)	$	(0.00	)

(1) Includes potential common shares that are in excess of authorized shares.

As of March 31, 2020 and 2019, the following items were not included in dilutive loss as the effect is anti-dilutive:

	March 31, 2020		March 31, 2019
Options and warrants		46,500,000		122,600,000
Convertible notes payable at fair value		-		6,972,376,110
Convertible notes payable		-		1,237,780,833
Total		46,500,000		8,332,756,943

Recent Accounting Pronouncements

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, and does not believe that it will have a material effect on the accompanying consolidated financial statements.

In August 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies and clarifies certain calculation and presentation matters related to convertible and equity and debt instruments. Specifically, ASU-2020-06 removes requirements to separately account for conversion features as a derivative under ASC Topic 815 and removing the requirement to account for beneficial conversion features on such instruments. Accounting Standards Update 2020-06 also provides clearer guidance surrounding disclosure of such instruments and provides specific guidance for how such instruments are to be incorporated in the calculation of Diluted EPS. The guidance under ASU 2020-06 is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. The Company will adopt this standard using a modified retrospective approach effective January 1, 2022. The Company is currently evaluating the impact of this standard, and does not believe that it will have a material effect on the accompanying consolidated financial statements.

All other newly issued accounting pronouncements but not yet effective have been deemed either immaterial or not applicable.

2. FAIR VALUE MEASUREMENTS

Certain assets and liabilities that are measured at fair value on a recurring basis at March 31, 2020 and December 31, 2019 are measured in accordance with FASB ASC Topic 820-10-05, Fair Value Measurements. FASB ASC Topic 820-10-05 defines fair value, establishes a framework for measuring fair value and expands the disclosure requirements regarding fair value measurements for financial assets and liabilities as well as for non-financial assets and liabilities that are recognized or disclosed at fair value on a recurring basis in the financial statements.

The statement requires fair value measurement be classified and disclosed in one of the following three categories:

Level 1:	Unadjusted quoted prices in active markets that are accessible at the measurement date for identical unrestricted assets or liabilities;
Level 2:	Quoted prices in markets that are not active or inputs which are observable either directly or indirectly for substantially the full term of the asset or liability; and
Level 3:	Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e. supported by little or no market activity).

F-11

The following table summarizes our financial instruments measured at fair value at March 31, 2020 and December 31, 2019:

	Fair Value Measurements at March 31, 2020
Liabilities:	Total		Level 1		Level 2		Level 3
Warrant liability	$	866	$	-	$	-	$	866
Derivative liabilities	$	1,145,655	$	-	$	-	$	1,145,655
Convertible notes at fair value	$	2,562,049	$	-	$	-	$	2,562,049

	Fair Value Measurements at December 31, 2019
Liabilities:	Total		Level 1		Level 2		Level 3
Warrant liability	$	1,411	$	-	$	-	$	1,411
Derivative liabilities	$	834,457	$	-	$	-	$	834,457
Convertible notes at fair value	$	5,814,047	$	-	$	-	$	5,814,047

The following table shows the changes in fair value measurements for the warrant liability using significant unobservable inputs (Level 3) during the three months ended March 31, 2020 and the year ended December 31, 2019:

Description	March 31, 2020			December 31, 2019
Beginning balance	$	1,411		$	1,468
Total gain included in earnings (1)		(545	)		(57	)
Ending balance	$	866		$	1,411

(1) The gain related to the revaluation of our warrant liability is included in “Change in fair value of convertible notes and derivatives” in the accompanying consolidated statement of operations.

We valued our warrants using a Dilution-Adjusted Black-Scholes Model. Assumptions used include (1) 0.17% to 1.59% risk-free rate, (2) warrant life is the remaining contractual life of the warrants, (3) expected volatility of 320%-348% (4) zero expected dividends (5) exercise price set forth in the agreements (6) common stock price of the underlying share on the valuation date, and (7) number of shares to be issued if the instrument is converted.

We valued derivative liabilities using the number of potential convertible shares for warrants in equity and convertible notes with fixed conversion price that are recorded at amortized cost times the closing stock price of our restricted common stock at March 31, 2020. These derivative liabilities are recorded due to the fact that the number of shares of common stock issuable could exceed the Company’s authorized share limit and the equity environment is tainted, and therefore all convertible debt and options and warrants should be accounted for as liabilities.

The following table summarizes assumptions and the significant terms of the convertible notes for which the entire hybrid instrument is recorded at fair value at March 31, 2020 and December 31, 2019:

						Conversion Price - Lower of Fixed Price or Percentage of VWAP for Look-back Period
Debenture	Face Amount		Interest Rate	Default Interest Rate	Discount Rate	Anti-Dilution Adjusted Price	% of stock price for look-back period	Look-back Period
March 31, 2020	$	1,084,629	8%-10%	20%-24%	N/A	$0.00030-$0.00040	50%-60%	3 to 25 Days
December 31, 2019	$	1,244,204	8%-10%	20%-24%	N/A	$0.00010-$0.000293	50%-60%	3 to 25 Days

Using the stated assumptions summarized in table above, we calculated the inception date and reporting period fair values of each note issued. The following table shows the changes in fair value measurements for the convertible notes at fair value using significant unobservable inputs (Level 3) during the three months ended March 31, 2020 and the year ended December 31, 2019:

Description	March 31, 2020			December 31, 2019
Beginning balance	$	5,814,047		$	1,156,341
Purchases and issuances		15,425			688,274
Day one loss on value of hybrid instrument (1)		18,181			926,109
(Gain) loss from change in fair value (1)		(2,871,776	)		3,423,935
Debt discount		11,172			(22,344	)
Settlement through issuance of common stock		-			(83,268
Conversion to common stock		(425,000	)		(275,000	)
Ending balance	$	2,562,049		$	5,814,047

(1) The (gains) losses related to the valuation of the convertible notes are included in “Change in fair value of convertible notes and derivatives” in the accompanying consolidated statement of operations.

F-12

3. INVENTORIES

Inventories are valued at the lower of cost or net realizable value on an average cost basis. At March 31, 2020 and December 31, 2019, inventories were as follows:

	March 31, 2020			December 31, 2019
Raw Materials	$	65,568		$	52,183
Finished Goods		6,624			8,177
Total Inventories		72,192			60,360
Less: Long-term inventory		(65,568	)		(52,183	)
Current portion	$	6,624		$	8,177

4. PROPERTY AND EQUIPMENT

Property and equipment consists of the following at March 31, 2020 and December 31, 2019:

	March 31, 2020			December 31, 2019
Computer equipment	$	25,120		$	25,120
Furniture and fixtures		34,757			34,757
Lab equipment		53,711			53,711
Telephone equipment		12,421			12,421
Office equipment – other		16,856			16,856
Leasehold improvements		73,168			73,168
Total		216,033			216,033
Less: Accumulated depreciation		(209,982	)		(209,270	)
Property and equipment, net	$	6,051		$	6,763

We review our long-lived assets for recoverability if events or changes in circumstances indicate the assets may be impaired. At March 31, 2020, we believe the carrying values of our long-lived assets are recoverable. Depreciation expense for the three months ended March 31, 2020 and 2019 was $712 and $1,105, respectively.

5. DUE TO/FROM OFFICER

At March 31, 2020, the balance due to our President and CEO, Rik Deitsch, is $199,290, which is an unsecured demand loan that bears interest at 4%. During the three months ended March 31, 2020, we advanced $4,200 to and collected $118,500 from Mr. Deitsch and the companies owned by him. Additionally, accrued interest on the demand loan was $1,678 and is included in the due to officer account. The Company has fully reserved receivables from companies owned by the Company’s CEO. The reserve was $524,970 and $564,470 as of March 31, 2020 and December 31, 2019, which represents a full valuation allowance for amounts owed by these companies. For the three months ended March 31, 2020 and 2019, we recorded a bad debt recovery of $39,500 and $0, respectively.

At December 31, 2019, the balance due to our President and CEO, Rik Deitsch, is $122,812, which is an unsecured demand loan that bears interest at 4%. During the year ended December 31, 2019, we advanced $134,015 to and collected $5,000 from Mr. Deitsch and the companies owned by him. Additionally, accrued interest on the demand loan was $6,330 and is included in the due to officer account.

6. DEBTS

Debts consist of the following at March 31, 2020 and December 31, 2019:

	March 31, 2020			December 31, 2019
Note payable– Related Party (1)	$	14,400		$	14,400
Notes payable – Unrelated third parties (Net of discount of $19,947 and $8,921, respectively) (2)		1,394,693			1,385,163
Convertible notes payable – Unrelated third parties (Net of discount of $15,893 and $17,370, respectively) (3)		899,407			872,256
Convertible notes payable, at fair value (Net of discount of $11,172 and $22,344, respectively) (4)		2,562,049			5,814,047
Other advances from an unrelated third party (5)		200,000			175,000
Ending balances		5,070,549			8,260,866
Less: Long-term portion-Convertible Notes payable-Unrelated third parties		(225,597	)		(907,912	)
Current portion	$	4,844,952		$	7,352,954

F-13

(1)	During 2010 we borrowed $200,000 from one of our directors. Under the terms of the loan agreement, this loan was expected to be repaid in nine months to a year from the date of the loan along with interest calculated at 10% for the first month plus 12% after 30 days from funding. We are in default regarding this loan. The loan is under personal guarantee by Mr. Deitsch. We repaid principal balance in full as of December 31, 2016. At March 31, 2020 and December 31, 2019, we owed this director accrued interest of $164,276 and $159,555, respectively. The interest expense for the three months ended March 31, 2020 and 2019 was $4,721 and $4,196, respectively.
	In December 2017, we issued a promissory note to a related party in the amount of $12,000 with original issuance discount of $2,000. The note was amended in December 2018 with original issuance discount of $2,400 and was due in twelve months from the execution and funding of the note. At March 31, 2020 and December 31, 2019, the principal balance of the loan is $14,400. The Note was settled in June 2020.
(2)	At March 31, 2020 and December 31, 2019, the balance of $1,394,693 and $1,385,163 net of discount of $19,947 and $8,921, respectively, consisted of the following loans:

● In August 2016, we issued two Promissory Notes for a total of $200,000 ($100,000 each) to a company owned by a former director of the Company. The notes carry interest at 12% annually and were due on the date that was six-months from the execution and funding of the note. Upon default in February 2017, the Notes became convertible at $0.008 per share. During March 2017, we repaid principal balance of $6,365. During April 2017, the Notes with accrued interest were restated. The restated principal balance of $201,818 bears interest at 12% annually and was due October 12, 2017. During June 2017, we repaid principal balance of $8,844. The loan was reclassified to notes payable – unrelated third parties after the director resigned in March 2018. At December 31, 2018, we owed principal balance of $192,974, and accrued interest of $40,033. The principal balance of $101,818 and accrued interest of $21,023 were settled on February 15, 2019 for $104,000 with scheduled payments through May 1, 2020. During the first quarter of 2020, the settlement was amended to $88,500. We recorded a gain on settlement of debt in other income for $15,500 and $18,841 during the three months ended March 31, 2020 and 2019, respectively. The Company repaid $13,500 during the year ended December 31, 2019. Additionally, $22,500 was repaid during the three months ended March 31, 2020. At March 31, 2020 and December 31, 2019, we owed principal balance of $143,656 and $160,633, and accrued interest of $32,676 and $50,971, respectively. $52,500 of the balance owed was repaid in full through November 2020. The remaining principal balance of $91,156 and accrued interest of $32,676 is being disputed in court and negotiation for settlement (See Note 12).

● On August 2, 2011 under a settlement agreement with Liquid Packaging Resources, Inc. (“LPR”), we agreed to pay LPR a total of $350,000 in monthly installments of $50,000 beginning August 15, 2011 and ending on February 15, 2012. This settlement amount was recorded as general and administrative expenses on the date of the settlement. We did not make the December 2011 or January 2012 payments and on January 26, 2012, we signed the first amendment to the settlement agreement where we agreed to pay $175,000, which was the balance outstanding at December 31, 2011(this includes a $25,000 penalty for non-payment). We repaid $25,000 during the three months ended March 31, 2012. We did not make all of the payments under such amendment and as a result pursuant to the original settlement agreement, LPR had the right to sell 142,858 shares (5,714,326 shares pre reverse stock split) of our free trading stock held in escrow by their attorney and receive cash settlements for a total amount of $450,000 (the initial $350,000 plus total default penalties of $100,000). The $100,000 penalty was expensed during 2012. LPR sold the note to Southridge Partners, LLP (“Southridge”) for consideration of $281,772 in June 2012. In August 2013 the debt of $281,772 reverted back to LPR.

● At December 31, 2012, we owed University Centre West Ltd. approximately $55,410 for rent, which was assigned and sold to Southridge, and it is currently outstanding and carries no interest.

● In April 2016, we issued a promissory note to an unrelated third party in the amount of $10,000 bearing interest at 10% annually. The note was due in one year from the execution and funding of the note. The note is in default and negotiation of settlement. At March 31, 2020 and December 31, 2019, the accrued interest is $4,006 and $3,755, respectively.

● In May 2016, the Company issued a promissory note to an unrelated third party in the amount of $75,000 bearing monthly interest at a rate of 2%. The note was due in six months from the execution and funding of the note. During April 2017, we accepted the offer of a settlement to issue 5,000,000 common shares as a repayment of $25,000. The note is in default and in negotiation of settlement. At March 31, 2020 and December 31, 2019, the outstanding principal balance is $50,000 and accrued interest is $53,001 and $49,967, respectively.

● In June 2016, the Company issued a promissory note to an unrelated third party in the amount of $50,000 bearing monthly interest at a rate of 2%. The note was due in six months from the execution and funding of the note. The note is in default and negotiation of settlement. At March 31, 2020 and December 31, 2019, the outstanding principal balance is $50,000 and accrued interest is $46,200 and $43,166, respectively.

F-14

● In August 2016, we issued a promissory note to an unrelated third party in the amount of $150,000 bearing monthly interest at a rate of 2.5%. The note was due in six months from the execution and funding of the note. During April 2017, the note with accrued interest was restated. The restated principal balance of $180,250 bears monthly interest at a rate of 2.5% and was due October 20, 2017. During January 2018, the note with accrued interest was restated. The restated principal balance of $220,506 bears monthly interest at a rate of 2.5% and was due July 12, 2018. In connection with this restated note, we issued 2,000,000 shares of our restricted common stock. We recorded a debt discount in the amount of $2,765 to reflect the value of the common stock as a reduction to the carrying amount of the debt and a corresponding increase to common stock and additional paid-in capital. Amortization for the debt discount for the year ended December 31, 2018 was $2,765. During July 2018, we issued 5,000,000 restricted shares due to the default on repayment of the promissory note of $220,506 restated in January 2018. The shares were valued at fair value of $5,500. During December 2018, the note with accrued interest was restated. The restated principal balance of $282,983 bears monthly interest at a rate of 2.0% and was due June 17, 2019. In connection with this restated note, we issued 10,000,000 shares of our restricted common stock. We recorded a debt discount in the amount of $3,945 to reflect the value of the common stock as a reduction to the carrying amount of the debt and a corresponding increase to common stock and additional paid-in capital. Amortization for this debt discount for the years ended December 31, 2019 and 2018 was $3,616 and $329, respectively. During September 2019, the notes of $282,983 plus accrued interest amended in December 2018 were restated. The restated principal balance of $333,543 were due September 2020. In connection with this restated note, we issued 20,000,000 shares of our common stock. The common stock was valued at $5,895 and recorded as a debt discount that was amortized over the life of the note. Amortization for this debt discount for the year ended December 31, 2019 was $1,474 and debt discount at December 31, 2019 is $4,421. Amortization for this debt discount for the three months ended March 31, 2020 was $1,474 and debt discount at March 31, 2020 is $2,947. The Note is in default and negotiation of settlement. At March 31, 2020 and December 31, 2019, the principal balance is $333,543, and the accrued interest is $45,362 and $25,127, respectively.

● On September 26, 2016, we issued a promissory note to an unrelated third party in the amount of $75,000 bearing interest at 10% annually. The note was due in one year from the execution and funding of the note. In March 2018, $15,000 of the principal balance of the note was assigned to an unrelated third party and is in negotiation of settlement. In January 2019, the remaining principal balance of $60,000 and accrued interest of $15,900 was restated in the form of a Convertible Note (See Note 6(4)). At March 31, 2020 and December 31, 2019, the principal balance outstanding is $15,000, and the accrued interest is $1,371.

● In October 2016, we issued a promissory note to an unrelated third party in the amount of $50,000 bearing monthly interest at a rate of 2%. The note was due in six months from the execution and funding of the note. The note is in default and in negotiation of settlement. At March 31, 2020 and December 31, 2019, the accrued interest is $42,500 and $39,466, respectively.

● In June 2017, we issued a promissory note to an unrelated third party in the amount of $12,500 bearing interest at 10% annually. The note was due in one year from the execution and funding of the note. The note is in default and in negotiation of settlement. At March 31, 2020 and December 31, 2019, the accrued interest is $3,528 and $3,212, respectively.

● During July 2017, we received a loan for a total of $200,000 from an unrelated third party. The loan was repaid through scheduled payments through August 2017 along with interest on average 15% annum. We have recorded loan costs in the amount of $5,500 for the loan origination fees paid at inception date. The debt discount was fully amortized as of December 31, 2018. During June 2018, the loan was settled with two unrelated third parties for $130,401 and $40,000, respectively, with the monthly scheduled repayments of approximately $5,000 and $2,000 per month to each unrelated party through July 2020. We recorded a gain on settlement of debt in other income for $20,927 in June 2018. The Company repaid a total of $34,976 and $42,698 during 2018 and 2019, respectively. The Company repaid $12,694 during the three months ended March 31, 2020. At March 31, 2020 and December 31, 2019, the principal balance is $80,034 and $92,728, respectively. The portion of settlement of $130,401 was repaid in full in April 2021. The remaining balance of $33,874 is in default and negotiation of settlement.

● In July 2017, we issued a promissory note to an unrelated third party in the amount of $50,000 with original issue discount of $10,000. The note was due in six months from the execution and funding of the note. The original issuance discount was fully amortized as of March 31, 2018. The note is in default and in negotiation of settlement. At March 31, 2020 and December 31, 2019, the principal balance of the note is $50,000.

F-15

● In September 2017, we issued a promissory note to an unrelated third party in the amount of $36,000 with original issue discount of $6,000. During September 2018 and 2019, the Note was amended with original issuance discount of $6,000 due in September 2019 and 2020. The Note was further restated in September 2020. The restated principal balance was $33,000 with the original issuance discount of $3,000 and was due March 2021. The original issue discount is amortized over the term of the loan. Amortization for the debt discount for the years ended 2019 and 2018 was $7,500 and $4,000, respectively. Repayments of $1,500, $7,000 and $5,000 have been made during 2017, 2018 and 2019, respectively. Additionally, repayment of $2,000 was made during the three months ended March 31, 2020. The Note is under personal guarantee by Mr. Deitsch. At March 31, 2020 and December 31, 2019, the principal balance of the note is $29,500 and $30,000, net of debt discount of $3,000 and $4,500, respectively. During March 2021, the remaining balance of $30,000 was sold to an unrelated third party in the form of a convertible note at a fixed conversion price of $0.01 per share. The new note carries interest at 12% with scheduled monthly payments of $1,000 beginning in April 2021 through March 2024.

● In October 2017, we issued a promissory note to an unrelated third party in the amount of $50,000 with original issuance discount of $10,000. The note was due in six months from the execution and funding of the note. In connection with the issuance of this promissory note, we issued 5,000,000 shares of our restricted common stock. We recorded a debt discount in the amount of $3,200 to reflect the value of the common stock as a reduction to the carrying amount of the debt and a corresponding increase to common stock and additional paid-in capital. At December 31, 2017, the principal balance of the note is $60,000. Debt discount and original issuance discount were fully amortized as of December 31, 2018. During April 2018, we issued a total of 1,000,000 restricted shares to a Note holder due to the default on repayment. The shares were valued at fair value of $1,700. During April 2018, the Note was restated in the amount of $60,000 including the original issuance discount of $10,000 due October 2018. In connection with this restated note, we issued 5,000,000 shares of our restricted common stock. We recorded a debt discount in the amount of $8,678 to reflect the value of the common stock as a reduction to the carrying amount of the debt and a corresponding increase to common stock and additional paid-in capital. The debt discount and original issuance discount for a total of $18,678 have been fully amortized as of December 31, 2018. During November 2018, the Note was restated in the amount of $60,000 including the original issuance discount of $10,000 due May 2019. In connection with this restated note, we issued 5,000,000 shares of our restricted common stock. We recorded a debt discount in the amount of $2,381 to reflect the value of the common stock as a reduction to the carrying amount of the debt and a corresponding increase to common stock and additional paid-in capital. Pursuant to the restatement of the Note, the Company agreed that the original issuance discount of $10,000 from the April 2018 Note would be paid to the lender upon execution of restated Note in November 2018. The settlement agreement executed in December 2018 provides that 10,000,000 shares are issued due to the late payment. The shares were valued at $3,000. During July 2019, payment of original issuance discount of $10,000 was made. During September 2019, we issued additional 10,000,000 restricted shares due to the late payment of the original issuance discount of $10,000. The shares were valued at fair value of $4,000. The restated Note in November 2018 and prior notes are all under personal guarantee by Mr. Deitsch. Amortization of debt discount and original issuance discount for the three months ended March 31, 2020 and 2019 was $0 and $4,127, respectively, for the restated Note in November 2018. The total debt discounts of $12,381 were fully amortized as of June 30, 2019. As of December 31, 2019, the amount due is $60,000. During January 2020, the Note of $60,000 and the Note of $76,076 (See Note 6(3)) plus accrued interest of $12,149 were combined and restated at a rate of 2.0% monthly due July 2020. At March 31, 2020, the restated principal balance and accrued interest was $148,225 and $7,710, respectively. The principal balance plus accrued interest was further restated in July 2020 and February 2021 and is due in August 2021(See Note 12).

● In November 2017, we issued a promissory note to an unrelated third party in the amount of $120,000 with original issuance discount of $20,000. The note was due in six months from the execution and funding of the note. In connection with the issuance of this promissory note, we issued 10,000,000 shares of our restricted common stock. We recorded a debt discount in the amount of $5,600 to reflect the value of the common stock as a reduction to the carrying amount of the debt and a corresponding increase to common stock and additional paid-in capital. The debt discounts were fully amortized as of December 31, 2018. 1,500,000 shares of common stocks were issued due to the default of repayments with a fair value of $2,250 in May 2018. During March 2020, $50,000 of the Note of $120,000 with original issuance discount of $20,000 originated in November 2017 was settled for 125,000,000 shares with a fair value of $87,500. We recorded a loss on settlement in other expense for $37,500 (See Note 7). An additional 46,000,000 shares with a fair value of $32,200 were issued due to the default on repayment of the promissory note. The remaining balance of $70,000 was restated with additional issuance discount of $14,000. The $84,000 due in September 2020 is in default and negotiation of further settlement. At March 31, 2020 and December 31, 2019, the principal balance of the loan is $70,000 and $120,000, net of discount of $14,000 and $0, respectively.

● In November 2017, we issued a promissory note to an unrelated third party in the amount of $18,000 with original issuance discount of $3,000. The note was due in six months from the execution and funding of the note. In connection with the issuance of this promissory note, we issued 5,000,000 shares of our restricted common stock. We recorded a debt discount in the amount of $2,900 to reflect the value of the common stock as a reduction to the carrying amount of the debt and a corresponding increase to common stock and additional paid-in capital. The debt discounts were fully amortized as of December 31, 2018. The note is in default and in negotiation of settlement. In September 2018, 7,000,000 shares of common stock were issued due to the default of repayments with a fair value of $5,600. At March 31, 2020 and December 31, 2019, the principal balance of the note is $18,000 and the accrued interest is $2,000.

F-16

(3) At March 31, 2020 and December 31, 2019, the balance of $899,407 and $872,256 net of discount of $15,893 and $17,370, respectively, consisted of the following convertible loans:

● During July 2016, we issued a convertible note to an unrelated third party in the amount of $50,000 bearing monthly interest at a rate of 2.0% and convertible at $0.05 per share. During January 2017, the Note was restated with principal amount of $56,567 bearing monthly interest rate of 2.5%. The New Note of $56,567 was due on July 26, 2017 and convertible at $0.05 per share. During February 2018, the Notes with accrued interest of $65,600 was restated. The restated principal balance of $65,600 bears monthly interest at a rate of 2.5% and was due August 14, 2018. In connection with this restated note, we issued 1,000,000 shares of our restricted common stock. We recorded a debt discount in the amount of $4,035 to reflect the value of the common stock as a reduction to the carrying amount of the debt and a corresponding increase to common stock and additional paid-in capital. The debt discount was fully amortized as of December 31, 2018. During August 2018, the Notes with accrued interest of $10,476 were restated. The restated principal balance of $76,076 bears monthly interest at a rate of 2.5% and was due February 2019. In connection with this restated note, we issued 5,000,000 shares of our restricted common stock. We recorded a debt discount in the amount of $3,800 to reflect the value of the common stock as a reduction to the carrying amount of the debt and a corresponding increase to common stock and additional paid-in capital. Amortization of debt discount of $2,850 has been recorded as of December 31, 2018. The remaining debt discount of $950 was fully amortized during the three months ended March 31, 2019. The note is under personal guarantee by Mr. Deitsch. At December 31, 2019, the convertible note payable was recorded at $76,076 with accrued interest of $12,149. During January 2020, this Note and the Note of $60,000 amended in November 2018(See Note 6(2)) were combined and restated with principal balance of $148,225(See Note 12).

● In October 2017, we issued a promissory note to an unrelated third party in the amount of $60,000 with original issuance discount of $10,000 and a conversion option. The note was due in six months from the execution and funding of the note. In connection with the issuance of this promissory note, we issued 5,000,000 shares of our restricted common stock. We recorded a debt discount in the amount of $3,300 to reflect the value of the common stock as a reduction to the carrying amount of the debt and a corresponding increase to common stock and additional paid-in capital. The debt discounts were fully amortized as of December 31, 2018. The loan is in default and in negotiation of settlement. In April 2018, 1,000,000 shares of common stock were issued due to the default of repayments with a fair value of $1,500. At March 31, 2020 and December 31, 2019, the principal balance of the note is $60,000.

● During January through December 2018, we issued convertible notes payable to the 20 unrelated third parties for a total of $618,250 with original issue discount of $62,950. The notes are due in six months from the execution and funding of each note. The notes are convertible into shares of Company’s common stock at a conversion price ranging from $0.0003 to $0.001 per share. The difference between the conversion price and the fair value of the Company’s common stock on the date of issuance of the convertible notes resulted in a beneficial conversion feature in the amount of $249,113. In addition, upon the issuance of convertible notes, the Company issued 10,250,000 shares of common stock. The Company has recorded a debt discount in the amount of $6,542 to reflect the value of the common stock as a reduction to the carrying amount of the convertible debt and a corresponding increase to common stock and additional paid-in capital. The total discount of $255,655 and original issuance discount of $62,950 was amortized over the term of the debt. At December 31, 2018, the principal balance of the notes, net of discount of $28,421 was $589,829.

F-17

During February 2019, we issued convertible notes payable of $70,000 with original issuance discount of $5,000. The notes were due in six months from the execution and funding of each note. The notes are convertible into shares of Company’s common stock at a conversion price of $0.0005 per share. During December 2019, $22,000 of the Note was amended to extend the maturity date to June 2020. In connection with the issuance and restatements of the notes, the Company granted the following warrants at an exercise price of $0.001 per share in 2019. The warrants were valued using the Black-Scholes method and recorded as a debt discount that was amortized over the life of the notes. The Notes were further restated in August and October 2020 and are currently in default and in negotiation of settlement.

Month of Issuance	Number of Warrants		Fair Value of Warrants		Month of Expiration
February, 2019		110,000,000	$	8,147	August, 2019
December, 2019		44,000,000	$	7,370	August, 2020

During May 2019, we restated two convertible notes payable with additional original issue discount of $6,400 and issued 6,000,001 shares of common stock with a fair value of $1,800. The two restated notes were due in August 2019 and are in default. The total discount of $8,200 was amortized over the term of the notes.

During November and December 2019, we issued two convertible promissory notes to two unrelated third parties for $159,500 with original issuance discount of $14,500. The notes were due six months from the execution and funding of each note. The Noteholder had the right to convert the note into shares of Common Stock at a fixed conversion price ranging from $0.0002 to$0.000275. The Notes are in default and negotiation of settlement.

During 2019, repayments of $13,500 were made in cash to three of the Notes. Six of the Notes for a total of $87,100 were repaid in stocks as the part of settlement of issuances of 800,000,000 shares of common stocks during December 2019.

Amortization for the year ended December 31, 2019 was $55,222. Additionally, $9,185 was amortized during the three months ended March 31, 2020. At December 31, 2019, the principal balance of the notes, net of discount of $17,370 is $736,180. Two of the above mentioned convertible notes payable for a total of $19,500 was settled in full in March and April 2021(See Note 12).

During the three months ended March 31, 2020, we issued convertible notes payable of $101,750 with original issuance discount of $9,250. Amortization for this discount for the three months ended March 31, 2020 was $1,542. $33,000 of the notes were due in six months from the execution and funding of each note. $68,750 of the notes were due in one year from the execution and funding of each note. The notes are convertible into shares of Company’s common stock at a conversion price ranging from $0.002 to 0.0005 per share. At March 31, 2020, the principal balance of the notes, net of discount of $15,893 is $839,407.

At the date of this report, all of the above mentioned convertible notes payable of $915,300 are in default and in negotiation of settlement.

(4) At March 31, 2020 and December 31, 2019, the balance of $2,562,049 and $5,814,047 net of discount of $11,172 and $22,344, respectively, consisted of the following convertible loans:

F-18

●	On March 28, 2016, we signed an expansion agreement with Brewer and Associates Consulting, LLC (“B+A”) to the original consulting agreement dated on October 15, 2015 for consulting services for twelve months for a monthly fee of $7,000. To relieve our cash obligation of $36,000 per original agreement, we issued three convertible notes for a total of $120,000 which includes the fees due under the original agreement and the new monthly fees due under the expansion agreement. The $40,000 and $60,000 of the Notes were paid in full as of December 31, 2016 and December 31, 2017, respectively. The remaining balance of $20,000 Notes is in default and negotiation of settlement. The conversion price is equal to 55% of the average of the three lowest volume weighted average prices for the three consecutive trading days immediately prior to but not including the conversion date. At March 31, 2020 and December 31, 2019, the convertible notes payable with principal balance of $20,000, at fair value, were recorded at $50,687 and $56,373, respectively.
●	During May 2017, we issued a Convertible Debenture in the amount of $64,000 to an unrelated third party. The note carries interest at 8% and was due on May 4, 2018, unless previously converted into shares of restricted common stock. We have accrued interest at default interest rate of 20% after the note’s maturity date. The Note holder has the right to convert the note into shares of Common Stock at a sixty percent (60%) of the lowest trading price of our restricted common stock for the twenty trading days preceding the conversion date. During November 2017, the Note holder made a conversion of our restricted common stocks satisfying the principal balance of $856 and penalty of $6,400 for a fair value of $21,399. During February 2018, the remaining balance of $63,144 with accrued interest and penalty of $12,442 was assigned and sold to three unrelated third parties. During June 2018, a Note holder made a conversion of 50,670,000 shares of our restricted common stock with a fair value of $70,938 in satisfaction of the balance of $34,060 plus accrued interest of $8,607. During December 2019, the principal balance of $16,752 with accrued interest of $3,232 assigned and sold to a third party was settled as the part of settlement of issuances of 800,000,000 shares of common stocks during December 2019. At March 31, 2020 and December 31, 2019, the remaining principal of $12,629 plus accrued interest of $10,143 and $9,782, at fair value, was recorded at $38,404 and $62,253. The remaining principal balance of the Note is in default.
	All of the convertible notes discussed below are with a single unrelated third party.
●	During December 2016, we issued a Convertible Debenture to an unrelated third party in the amount of $110,000. The note carries interest at 12% and matured on September 8, 2017. Unless previously converted into shares of restricted common stock, the Note holder has the right to convert the note into shares of Common Stock at a sixty percent (60%) of the lowest trading prices of our restricted common stock for the twenty-five trading days preceding the conversion date. During June and July 2017, the Note holder made conversions of a total of 179,800,000 shares of stock satisfying the principal balance of $63,001 and accrued interest for a fair value of $298,575. During February 2018, the remaining balance of $46,999 with accrued interest of $2,820 was assigned and sold to an unrelated third party in the form of a Convertible Redeemable Note. As part of the debt sale, the Company entered into a settlement agreement with the original noteholder for a settlement of a default penalty of the original debt. During February and July, 2018, we issued a total of 105,157,409 shares of our restricted common stock to the original Note holder with a fair value of $147,220. At December 31, 2018, the Company owed additional shares to the original noteholder and recorded an accrual of $32,400 to account for the cost of the shares, and the shares were issued in January 2019.
	The new note of $49,819 carries interest at 8% and was due on February 13, 2019, unless previously converted into shares of restricted common stock. We have increased the outstanding principal due by 10% and accrued interest at default interest rate of 24% after the note’s maturity date. The Noteholder has the right to convert the note into shares of our restricted common stock at sixty percent of the lowest trading price of our restricted common stock for the twenty-five prior trading days including the conversion date. The conversion discount was further decreased to fifty percent due to the default on the Note. During September 2018, the Noteholder made a conversion of 52,244,433 shares of our restricted common stock with a fair value of $37,011 in satisfaction of principal balance of $15,000 and accrued interest in full. At March 31, 2020 and December 31, 2019, the convertible note payable with principal balance of $38,301, at fair value, was recorded at $103,311 and $246,819.
●	During February 2018, we issued a convertible debenture in the amount of $200,000 to an unrelated third party. The note carries interest at 8% and was due in February 2019, unless previously converted into shares of restricted common stock. We have increased the outstanding principal due by 10% and accrued interest at default interest rate of 24% after the note’s maturity date. The Note holder has the right to convert the note into shares of Common Stock at sixty percent of the lowest trading price of our restricted common stock for the twenty-five trading days including the date of receipt of conversion notice. The conversion discount was further decreased to fifty percent due to the default on the Note. In connection with the issuance of the convertible note payable, we recorded a day-one derivative loss of $1,646,242. At March 31, 2020 and December 31, 2019, the convertible note payable with principal balance of $220,000, at fair value, was recorded at $591,197 and $1,412,175. The note carries additional $200,000 “Back-end Note” ($100,000 each) with the same terms as the original note.
●	During April 2018, $65,000 of one of the $100,000 Back-end Note was funded. The note carries interest at 8% and was due in February 2019, unless previously converted into shares of restricted common stock. We have increased the outstanding principal due by 10% and accrued interest at default interest rate of 24% after the note’s maturity date. The Note holder has the right to convert the note into shares of Common Stock at sixty percent of the lowest trading price of our restricted common stock for the twenty-five trading days including the date of receipt of conversion notice. The conversion discount was further decreased to fifty percent due to the default on the Note. In connection with the issuance of the convertible note payable, we recorded a day-one derivative loss of $110,700. At March 31, 2020 and December 31, 2019, the convertible note payable with principal balance of $71,500, at fair value, was recorded at $192,139 and $458,957.

F-19

● During March 2018, we issued a convertible debenture in the amount of $60,000 to an unrelated third party. The note carries interest at 8% and was due in March 2019, unless previously converted into shares of restricted common stock. We have increased the outstanding principal due by 10% and accrued interest at default interest rate of 24% after the note’s maturity date. The Note holder has the right to convert the note into shares of Common Stock at sixty percent of the lowest trading price of our restricted common stock for the twenty-five trading days including the date of receipt of conversion notice. The conversion discount was further decreased to fifty percent due to the default on the Note. In connection with the issuance of the convertible note payable, we recorded a day-one derivative loss of $48,418. At March 31, 2020 and December 31, 2019, the convertible note payable with principal balance of $66,000, at fair value, was recorded at $174,930 and $417,576. The note carries an additional “Back-end Note” with the same terms as the original note that enables the lender to lend to us another $60,000.

● During June 2018, the $60,000 Back-end Note was funded. The note carries interest at 8% and was due in March 2019, unless previously converted into shares of restricted common stock. We have increased the outstanding principal due by 10% and accrued interest at default interest rate of 24% after the note’s maturity date. The Note holder has the right to convert the note into shares of Common Stock at sixty percent of the lowest trading price of our restricted common stock for the twenty-five trading days including the date of receipt of conversion notice. The conversion discount was further decreased to fifty percent due to the default on the Note. In connection with the issuance of the convertible note payable, we recorded a day-one derivative loss of $68,067. At March 31, 2020 and December 31, 2019, the convertible note payable with principal balance of $66,000, at fair value, was recorded at $174,929 and $417,577.

● During May 2018, we issued a convertible debenture in the amount of $60,000 to an unrelated third party. The note carries interest at 8% and was due in May 2019, unless previously converted into shares of restricted common stock. We have accrued interest at default interest rate of 24% after the note’s maturity date. The Note holder has the right to convert the note into shares of Common Stock at sixty percent of the lowest trading price of our restricted common stock for the twenty-five trading days including the date of receipt of conversion notice. The conversion discount was further decreased to fifty percent due to the default on the Note. In connection with the issuance of the convertible note payable, we recorded a day-one derivative loss of $59,257. At March 31, 2020 and December 31, 2019, the convertible note payable with principal balance of $60,000, at fair value, was recorded at $154,929 and $369,372.

● During August 2018, we issued a convertible debenture in the amount of $31,500 to an unrelated third party. The note carries interest at 8% and was due in August 2019, unless previously converted into shares of restricted common stock. We have accrued interest at default interest rate of 24% after the note’s maturity date. The Note holder has the right to convert the note into shares of Common Stock at sixty percent of the lowest trading price of our restricted common stock for the twenty-five trading days including the date of receipt of conversion notice. The conversion discount was further decreased to fifty percent due to the default on the Note. In connection with the issuance of the convertible note payable, we recorded a day-one derivative loss of $23,794. At March 31, 2020 and December 31, 2019, the convertible note payable with principal balance of $31,500, at fair value, was recorded at $77,195 and $183,565.

All of the above convertible notes with principal balance of a total of $553,301 including the additional principal increases due to the default terms were settled in October 2020 (See Note 12).

● During July 2018, we issued a convertible debenture in the amount of $50,000 to an unrelated third party. The note carries interest at 8% and was due in July 2019, unless previously converted into shares of restricted common stock. We have accrued interest at default interest rate of 24% after the note’s maturity date. The Note holder has the right to convert the note into shares of Common Stock at fifty-five percent of the average three lowest trading price of our restricted common stock for the fifteen trading days including the date of receipt of conversion notice. In connection with the issuance of the convertible note payable, we recorded a day-one derivative loss of $46,734. At March 31, 2020 and December 31, 2019, the convertible note payable, at fair value, was recorded at $113,546 and $180,176.

● During August 2018, we issued a convertible debenture in the amount of $20,000 to an unrelated third party. The note carries interest at 8% and was due in August 2019, unless previously converted into shares of restricted common stock. We have accrued interest at default interest rate of 24% after the note’s maturity date. The Note holder has the right to convert the note into shares of Common Stock at fifty-five percent of the average three lowest trading price of our restricted common stock for the fifteen trading days including the date of receipt of conversion notice. In connection with the issuance of the convertible note payable, we recorded a day-one derivative loss of $17,829. At March 31, 2020 and December 31, 2019, the convertible note payable, at fair value, was recorded at $44,557 and $70,635.

● During January 2019, the principal balance of $60,000 from a promissory note of $75,000 originated in September 2016 (See Note 6(2)) and accrued interest of $15,900 was restated in the form of a Convertible Note. The new note of $75,900 was due in one year from the restatement of the note. The Noteholder has the right to convert the note into shares of Common Stock at 50% discount to the average trading price of the three lowest closing stock prices for the twenty days prior to the notice of conversion. In connection with the issuance of the convertible note payable, we recorded a day-one derivative loss of $75,900.

F-20

	At March 31, 2020 and December 31, 2019, the convertible note payable, at fair value, was recorded at $151,800 and $253,000.
●	During February 2019, we issued a convertible promissory note to an unrelated third party in the amount up to $1,000,000 paid upon tranches. The note is due two years from the execution and funding of the note per tranche. The Noteholder has the right to convert the note into shares of Common Stock at a conversion price of the lower of $0.0005 or 50% discount to the average trading price of the three lowest closing stock prices for the twenty days prior to the notice of conversion. The five tranches of the Note in the amount of $387,799 have been funded as of March 31, 2020. In connection with issuance of the convertible note, the Noteholder agreed to eliminate two outstanding Notes of $27,000 and the accrued interest of $11,412 that were held by the Noteholder’s defunct entities. In connection with the issuance of the convertible note payable, we recorded a day-one derivative loss of $610,210. During May and June 2019, the Note holder made conversions of a total of 750,000,000 shares of stock satisfying the principal balance of $100,000 for a fair value of $275,000. During January and February 2020, the Note holder made conversions of a total of 500,000,000 shares of stock satisfying the principal balance of $175,000 for a fair value of $425,000 (See Note 7). At March 31, 2020, the convertible note payable with principal balance of $112,799, at fair value, was recorded at $225,597. Proceeds in the amount of $128,937 have been funded subsequent to March 31, 2020. During February through June 2021, the Note holder received a total of 240,350,000 shares of our restricted common stock in satisfaction the $120,175 of the Note with a fair value of $2,344,399. The remaining balance of $121,560 is due April 2023.
●	During June 2019, we issued a convertible promissory note to an unrelated third party for $240,000 with original issuance discount of $40,000. The note was due one year from the execution and funding of the notes. In connection with the issuance of this note, we issued 16,000,000 shares of our restricted common stock. The common stock was valued at $4,688 and recorded as a debt discount that was amortized over the life of the note. The Noteholder has the right to convert the note into shares of Common Stock at a conversion price of the lower of $0.0005 or 50% discount to the average trading price of the three lowest closing stock prices for the twenty days prior to the notice of conversion. In connection with the issuance of the convertible note payable, we recorded a day-one derivative loss of $240,000. Amortization for the debt discount for the three months ended March 31, 2020 and 2019 was $11,172 and $0, respectively. At March 31, 2020 and December 31, 2019, the debt discount was $11,172 and $22,344. The convertible note payable, at fair value, was recorded at $480,000 and $800,000. The Note is in default and negotiation of settlement.
(5)	At March 31, 2020 and December 31, 2019, the balance of $200,000 and $175,000, respectively, consisted of the following advances received from a third party: During the periods from May 2019 through February 2020, the Company received a total of $200,000 in deposits from a third party in connection with a Joint Venture proposal. The deposits were considered as payments towards the purchase of equity in the joint venture. The joint venture is currently on hold pending the outcome of the lawsuit with the Securities and Exchange Commission (see Note 11). During May 2020, the Company received an additional total of $25,000 in deposits from this third party in connection with a Joint Venture proposal.

7. STOCKHOLDERS’ DEFICIT

Authorized Shares

On March 7, 2018, we obtained written consents from stockholders holding a majority of our outstanding voting stock to approve an amendment of the Company’s articles of incorporation, as amended, to increase the number of authorized shares of common stock from 2,000,000,000 to 8,000,000,000.

Series A Preferred Stock

Effective October 30, 2017, pursuant to authority of its Board of Directors, the Company filed a Certificate of Determination to authorize the issuance of 20,000,000 shares of stock designated “preferred shares”, issuable from time to time in one or more series and authorize the Board of Directors to fix the number of shares constituting any such series, and to determine or alter the dividend rights, dividend rate, conversion rights, voting rights, right and terms of redemption (including sinking fund provisions), the redemption price or prices and the liquidation preference of any wholly unissued series of such preferred shares, and the number of shares constituting any such series.

Effective October 30, 2017 the Board of Directors authorized the issuance of 3,000,000 shares of Series A Preferred Stock (“Series A Preferred”). Terms of the Series A Preferred include the following:

1.

The Series A Preferred votes with the Company’s common stock as a single class on all matters or consents for the Company’s common stockholders. Each share of Series A Preferred is entitled to one thousand votes per share.

2.

The Series A Preferred will not be entitled to dividends unless the Company pays cash dividends or dividends in other property to holders of outstanding shares of common stock, in which event, each outstanding share of the Series A Preferred will be entitled to receive dividends of cash or property in an amount or value equal to one thousand multiplied by the amount paid in respect of one share of common stock. Any dividend payable to the Series A Preferred will have the same record and payment date and terms as the dividend payable on the common stock.

F-21

3.

Upon any voluntary or involuntary liquidation, dissolution or winding up of the Company, the holders of all shares of Series A Preferred then outstanding shall be entitled to be paid out of the assets of the Company available for distribution to its stockholders an amount in cash equal to $0.133 in cash per share before any distribution is made on any shares of the Company’s common stock. If upon any voluntary or involuntary liquidation, dissolution or winding up of the Company, the application of all amounts available for payments with respect to Series A Preferred would not result in payment in full of Series A Preferred, the holders shall share equally and ratably in any distribution of assets of the Company in proportion to the full liquidation preference to which each is entitled.

4.

The Series A Preferred does not have any redemption rights.

Common Stock Issued for Conversion of Convertible Debt

During January and February 2020, the Note holder made conversions of a total of 500,000,000 shares of stock satisfying the principal balance of $175,000 of a Note originated in February 2019 in the amount of up to $1,000,000(See Note 6).

	Number of		Fair Value of
Date	shares converted		Debt Converted
1/21/2020		250,000,000	$	150,000
2/18/2020		250,000,000	$	275,000

Common Stock Issued for Settlement of Debt

During March 2020, $50,000 of the Note of $120,000 with original issuance discount of $20,000 originated in November 2017 was settled for 125,000,000 shares with a fair value of $87,500. We recorded a loss on settlement in other expense for $37,500 (See Note 6).

Common Stock Issued for Debt Modification and Penalty

During January and March 2020, we issued a total of 121,000,000 shares to two Note holders due to the default on repayment of the promissory notes. The shares were valued at fair value of $77,200.

Common Stock Issued for Services

During June 2018, the Company signed an agreement with a consultant for investor relation services for twelve months. In connection with the agreement, 100,000,000 shares of the Company’s restricted common stocks were issued. The shares were valued at $0.0012 per share. The compensation charge of $120,000 has been fully amortized as of June 2019. The Company recorded an equity compensation charge of $0 and $30,000, respectively, during the three months ended March 31, 2020 and 2019.

During April 2019, we signed an agreement with a consultant to provide investor relation services for twelve months. In connection with the agreement, 120,000,000 shares of our restricted common stock were issued. The shares were valued at $24,000. During June 2019, we signed an agreement with a consultant to provide investor relation services for twelve months. In connection with the agreement, 15,000,000 shares of our restricted common stock were issued. The shares were valued at $6,000. The equity compensation charge of $21,500 has been recorded during June through December 2019. $7,500 has been recorded during the three months ended March 31, 2020. The remaining unrecognized compensation cost of $1,000 will be recognized by the Company over the remaining service period.

F-22

8. STOCK WARRANTS

Common Stock Warrants

On March 31, 2017, in connection with the issuance of an $80,000 Note, we granted three-year warrants to purchase an aggregate of 6,000,000 shares of our common stock at an exercise price of $0.005 per share. The warrants were valued at their fair value of $0 and $539 using the Black-Scholes method on March 31, 2020 and December 31, 2019. The warrants expired on March 30, 2020.

On March 3, 2016, in connection with the issuance of a convertible note, we granted five-year warrants to purchase an aggregate of 2,500,000 shares of our common stock at an exercise price of $0.03 per share. The warrants were valued at their fair value of $866 and $872 using the Black-Scholes method at March 31, 2020 and December 31, 2019. The warrants expired on March 3, 2021.

On April 4, 2016, in connection with the issuance of convertible notes, we granted three-year warrants to purchase an aggregate of 4,000,000 shares of our common stock at an exercise price of $0.05 per share. The warrants were valued at their fair value of $0 using the Black-Scholes method at December 31, 2018. The warrants expired on April 4, 2019.

During April 2014, the Company issued a total of 100,000 warrants to purchase common stock at an exercise price of $0.025 per share in connection with issuance of a convertible note payable to Coventry. The warrants were valued at their fair value of $0 using the Black-Scholes method at December 31, 2018. The warrants expired on April 9, 2019.

The Company granted the following warrants at an exercise price of $0.001 per share in connection with issuances of three convertible notes payable of $70,000 in February 2019 and amendment of one convertible notes payable of $22,000 in December 2019. The warrants were valued using the Black-Scholes method and recorded as a debt discount and additional paid in capital. No warrants have been exercised.

Month of Issuance	Number of Warrants		Fair Value of Warrants		Month of Expiration
February, 2019		110,000,000	$	8,147	August, 2019
December, 2019		44,000,000	$	7,370	August, 2020

A summary of warrants outstanding in conjunction with private placements of common stock were as follows during the three months ended March 31, 2020 and the year ended December 31, 2019:

	Number Of shares			Weighted average exercise price
Balance December 31, 2018		12,600,000		$	0.026
Exercised		-			-
Issued		154,000,000			0.001
Expired		(114,100,000	)		0.0027
Balance December 31, 2019		52,500,000		$	0.0028
Exercised		-			-
Issued		-			-
Expired		(6,000,000	)		0.005
Balance March 31, 2020		46,500,000		$	0.0026

The following table summarizes information about fixed-price warrants outstanding as of March 31, 2020 and December 31, 2019:

	Exercise Price		Weighted Average Number Outstanding		Weighted Average Contractual Life	Weighted Average Exercise Price
March 31, 2020	$	0.001-0.03		46,500,000	0.42 years	$	0.0026
December 31, 2019	$	0.001-0.03		10,187,671	0.62 years	$	0.0028

At March 31, 2020, the aggregate intrinsic value of all warrants outstanding and expected to vest was $0. The intrinsic value of warrant share is the difference between the fair value of our restricted common stock and the exercise price of such warrant share to the extent it is “in-the-money”. Aggregate intrinsic value represents the value that would have been received by the holders of in-the-money warrants had they exercised their warrants on the last trading day of the year and sold the underlying shares at the closing stock price on such day. The intrinsic value calculation is based on the $0.0006, the closing stock price of our restricted common stock on March 31, 2020. There were no in-the-money warrants at March 31, 2020.

F-23

9. ACCRUED EXPENSES

Accrued expenses consisted of the following:

	March 31, 2020		December 31, 2019
Accrued consulting fees	$	161,550	$	161,550
Accrued settlement expenses		35,000		35,000
Accrued payroll taxes		179,911		167,906
Accrued interest		238,354		231,186
Accrued others		15,459		16,905
Total	$	630,274	$	612,547

10. PREPAID EXPENSES

Prepaid expenses and other current assets consist of the following:

	March 31, 2020			December 31, 2019
Supplier advances for future purchases	$	224,859		$	224,859
Reserve for supplier advances		(224,859	)		(224,859	)
Net supplier advances		-			-
Prepaid professional fees		20,265			8,650
Deferred stock compensation		1,000			8,500
Total	$	21,265		$	17,150

We performed an evaluation of our inventory and related accounts at March 31, 2020 and December 31, 2019, and increased the reserve on supplier advances for future venom purchases by $0 and $23,948, respectively. At March 31, 2020 and December 31, 2019, the total valuation allowance for prepaid venom is $224,859.

F-24

11. COMMITMENTS AND CONTINGENCIES

Operating Leases

In February 2016, we entered into our current three-year operating lease for monthly payments of approximately $3,200 which expired in February 2019. The lease is currently month-to-month, thus classified as short-term and not reported on the balance sheet under ASC 842.

ReceptoPharm leases a lab and renewed its operating lease agreement for five years beginning August 1, 2017 for monthly payments of approximately $6,900 with a 5% increase each year.

	March 31,
	2020
Lease cost
Operating lease cost	$	22,255
Short-term lease cost		11,219
Total lease cost	$	33,474
Balance sheet information
Operating ROU Assets	$	200,276
Operating lease obligations, current portion		75,588
Operating lease obligations, non-current portion		123,576
Total operating lease obligations	$	199,164
Weighted average remaining lease term (in years) – operating leases		2.42
Weighted average discount rate-operating leases		8	%
Supplemental cash flow information related to leases were as follows, for the three months ended March 31, 2020:
Cash paid for amounts included in the measurement of operating lease liabilities	$	32,437

Future minimum payments under these lease agreements are as follows:

December 31,	Total
2020(Remaining nine months)	$	66,339
2021		91,379
2022		62,274
Total future lease payments	$	219,992
Less imputed interest		20,828
Total	$	199,164

Consulting Agreements

During July 2015, we signed an agreement with a company to provide for consulting services for five years. In connection with the agreement, 500,000 shares of our restricted common stock and a one year 8% note of $50,000 were granted. The shares were valued at $0.18 per share. As the services provided were in dispute, the shares and note payable have not been issued as of March 31, 2020 and December 31, 2019. We have accrued the $142,500 in accrued expense and equity compensation.

F-25

During October 2015, the Company signed an agreement with a consultant for consulting services for a year. In connection with the agreement, 2,500,000 shares of the Company’s restricted common stock were granted and the Company was to make monthly cash payments of $3,000. As of December 31, 2016, the Company recorded an equity compensation charge of $31,750, however, only 1,000,000 of the shares have been issued. As of March 31, 2020 and December 31, 2019, $19,150 has been recorded in accrued expense to account for the 1,500,000 shares of common stock that have not been issued.

Litigation

Paul Reid et al. v. Nutra Pharma Corp. et al.

On August 26, 2016, certain of former ReceptoPharm employees and a former ReceptoPharm consultant filed a lawsuit in the 17th Judicial Circuit in and for Broward County, Florida (Case No. CACE16–015834) against Nutra Pharma and Receptopharm to recover $315,000 allegedly owing to them under a settlement agreement reached in an involuntary bankruptcy action that was brought by the same individuals in 2012 and for payment of unpaid wages/breach of written debt confirms.

On June 24, 2021, the parties entered into a confidential settlement agreement of the lawsuit. Nutra Pharma has fully performed under the settlement and considers the case fully resolved.

Get Credit Healthy, Inc. v. Nutra Pharma Corp. and Rik Deitsch, Case No. CACE 18-017055

On August 1, 2018, Get Credit Healthy, Inc. filed a lawsuit against the Company and Rik Deitsch (collectively the “Defendants”) in the 17th Judicial Circuit Court in and for Broward County, Florida (Case No. CACE 18-017055) to recover $100,000 allegedly owed under an amended promissory note dated April 12, 2017. Counsel for Get Credit Healthy, Inc. requested an early mediation conference in an attempt to resolve our dispute. We agreed to this request, and mediation took place on February 15, 2019. At December 31, 2018, we owed principal balance of $101,818 and accrued interest of $21,023. The lawsuit was settled on February 15, 2019 for $104,000 and was further amended. The repayments were made in full as of November 2020 (See Note 6).

CSA 8411, LLC v. Nutra Pharma Corp., Case No. CACE 18-023150

On October 12, 2018, CSA 8411, LLC filed a lawsuit against the Company in the 17th Judicial Circuit Court in and for Broward County, Florida (Case No. CACE 18-023150) to recover $100,000 allegedly owed under an amended promissory note dated April 12, 2017. On November 1, 2018, the Company filed its Answer and Affirmative Defenses to the Complaint. The Company believes that this lawsuit is without merit. Moreover, the Company believes that it has a number of valid defenses to this claim. Among other things, the owner of CSA 8411, LLC violated the terms of a Binding Memorandum of Understanding by failing to invest in the Company and fraudulently inducing the Company to enter into the subject amended promissory note (contrary to the Get Credit Healthy lawsuit discussed above, we are certain that this individual is the majority owner of CSA 8411, LLC). Opposing counsel reached out to schedule mediation, and mediation was set for June 21, 2019 in Plantation, FL however the mediation was unsuccessful. At March 31, 2020, we owed principal balance of $91,156 and accrued interest of $32,676 (See Note 6) if the defenses and our new claims are deemed to be of no merit.

F-26

Defendant also filed affirmative claims against the Plaintiff, its owner Dan Oran and several related entities. The case has not been set for trial as of this date.

Securities and Exchange Commission v. Nutra Pharma Corporation, Erik Deitsch, and Sean Peter McManus

On September 28, 2018, the United States Securities and Exchange Commission (the “SEC”) filed a lawsuit in the United States District Court for the Eastern District of New York (Case No. 2:18-cv-05459) against the Company, Mr. Deitsch, and Mr. McManus. The lawsuit alleges that, from July 2013 through June 2018, the Company and the other defendants’ defrauded investors by making materially false and misleading statements about the Company and violated anti-fraud and other securities laws.

The violations alleged against the Company by the SEC include: (a) raising over $920,000 in at least two private placement offerings for which the Company failed to file required registration statements with the SEC; (b) issuing a series of materially false or misleading press releases; (c) making false statements in at least one Form 10-Q; and (d) failing to make required public filings with the SEC to disclose the Company’s issuance of millions of shares of stock. The lawsuit makes additional allegations against Mr. McManus and Mr. Deitsch, including that Mr. McManus acted as a broker without SEC registration and defrauded at least one investor by making false statements about the Company, that Mr. Deitsch engaged in manipulative trades of the Company’s stock by offering to pay more for shares he was purchasing than the amount the seller was willing to take, and that Mr. Deitsch failed to make required public filings with the SEC. The lawsuit seeks both injunctive and monetary relief.

On May 29, 2019 (following each of the defendants filing motions to dismiss), the SEC filed a First Amended Complaint which generally alleged the same conduct as its original Complaint, but accounted for certain guidance provided by the United States Supreme Court in a case that had been recently decided. Each of the defendants then moved to dismiss the SEC’s First Amended Complaint. On March 31, 2020, the Court entered an Order granting in part and denying in part the various motions to dismiss. Following that Order, the SEC filed a Second Amended Complaint (the operative pleading) and the defendants have filed their answers which generally deny liability. At this time, discovery is closed and the SEC has indicated an intent to file a summary judgment motion regarding certain non-fraud claims asserted in its Second Amended Complaint. The defendants have opposed the SEC’s request to file such motion(s). The Court conducted a hearing on February 23, 2021 and set an initial briefing schedule for the SEC’s Motion for Partial Summary Judgment wherein the Plaintiffs’ Motion for Partial Summary Judgment was due on April 5, 2021, the Defendants’ Consolidated (i.e., collectively, Nutra Pharma Corporation, Erik “Rik” Deitsch, and Sean McManus) Response Brief to the SEC’s Motion was due May 3, 2021, and the Plaintiffs’ Reply Brief was due on May 19, 2021. On March 23, 2021, the Plaintiff filed a Motion for Extension of Time to file the Motion for Partial Summary Judgment. On April 9, 2021, the Plaintiff filed a Motion for Partial Summary Judgment, Defendants’ filed a Memorandum of Law in Opposition to Plaintiff’s Motion on May 7, 2021, and Plaintiff filed its Reply brief on May 21, 2021. At this time the Court has not ruled on the pending Motion. The Company disputes the allegations in this lawsuit and continues to vigorously defend against the SEC’s claims. Mr. Deitsch and Mr. McManus have similarly defended the lawsuit since its filing and each contest liability. The Company does not believe that it engaged in any fraudulent activity or made any material misrepresentations concerning the Company and/or its products.

12. SUBSEQUENT EVENTS

Convertible Notes Payable

During August 2020, the convertible promissory notes of $38,500 was amended with additional original issuance discount of $7,550 due February 2021. During October 2020, the convertible promissory note of $16,500 was amended with additional original issuance discount (OID) of $1,650 due April 2021.The Noteholders have the right to convert the note into shares of Common Stock at a conversion price of $0.0005. In connection with the issuance of amended convertible notes, the Company granted the following warrants at an exercise price of $0.001 per share. The warrants were valued using the Black-Scholes method and recorded as a debt discount. No warrants have been exercised. The gross proceeds of the notes were allocated to debt and warrants issued on a relative fair value basis. The debt discounts associated with the warrants and OID for $29,481 and $9,200, respectively, are amortized over the life of the notes.

	Number of		Fair Value of		Month of
Month of Issuance	Warrants		Warrants		Expiration
August, 2020		92,100,000	$	20,848	August, 2021
October, 2020		39,930,000	$	8,633	October, 2022

Pursuant to the Note agreement in the amount up to $1,000,000 signed in February 2019, the principal balance of the note is $112,799 as of March 31, 2020. Proceeds in the amount of $128,937 have been funded subsequent to March 31, 2020. During February through June 2021, the Note holder received a total of 240,350,000 shares of our restricted common stock in satisfaction the $120,175 of the Note with a fair value of $2,344,399. The remaining balance of $121,560 is due April 2023.

	Number of		Fair Value of
Date	shares converted		Debt Converted
2/25/2021		137,700,000	$	1,500,930
3/3/2021		67,380,000	$	599,682
4/26/2021		27,070,000	$	192,197
6/1/2021		5,700,000	$	35,340
6/24/2021		2,500,000	$	16,250

F-27

During August 2020, we issued a convertible promissory note to an unrelated third party for a $22,000 with original issuance discount of $2,000. The Noteholder has the right to convert the note into shares of Common Stock at a fixed conversion price of $0.0005. The note is due August 2021.

During July 2020, we issued a convertible promissory note to an unrelated third party for $20,900 with original issuance discount of $1,900. The Noteholder has the right to convert the note into shares of Common Stock at a fixed conversion price of $0.00052. The note was due January 2021. The Note is in default and negotiation of settlement.

During August 2020, we issued a convertible promissory note to an unrelated third party for $5,500 with original issuance discount of $500. The Noteholder has the right to convert the note into shares of Common Stock at a fixed conversion price of $0.0005. The note was due February 2021. The Note is in default and negotiation of settlement.

During October and November 2020, we issued convertible promissory notes to 3 unrelated third parties for $208,800 with original issuance discount of $19,800. The Noteholders have the right to convert the note into shares of Common Stock at a conversion price ranging from $0.00022 to $0.0005 per share. The notes were due in April and May 2021. The Notes are in default and negotiation of settlement.

During November 2020, we issued a convertible promissory note to an unrelated third party for $139,150 with original issuance discount of $12,650. The Noteholder has the right to convert the note into shares of Common Stock at a fixed conversion price of $0.00055. The note is due November 2021.

During November and December 2020, we issued two convertible promissory notes to unrelated third parties for a total of $57,500 with original issuance discount of $7,500. The notes are due one year from the execution and funding of the notes. The Noteholders have the right to convert the note into shares of Common Stock at a conversion price of $0.0008. In connection with the issuance of convertible notes, the Company granted the 71,875,000 warrants at an exercise price of $0.002 per share that expire one year from the date of issuance. The warrants are valued using the Black-Scholes method and recorded as a debt discount. No warrants have been exercised. The gross proceeds of the notes were allocated to debt and warrants issued on a relative fair value basis. The debt discounts associated with the warrants and OID for $30,417 and $7,500, respectively, are amortized over the life of the notes.

During November 2020, the Note holder assigned $20,000 of the $75,900 convertible note restated in January 2019 to a third party. The third party subsequently received a total of 100,000,000 shares of our restricted common stock in satisfaction the $20,000 of the Note with a fair value of $140,000. At December 31, 2020, the balance of $55,900 remains outstanding. The note was due January 2021. The Note is in default and negotiation of settlement.

F-28

During the first quarter of 2021, we issued convertible promissory notes to the unrelated third parties for a total of $717,667 with original issuance discount of $93,609. The Noteholders have the right to convert the note into shares of Common Stock at a conversion price ranging from $0.0003 to $0.002 per share. The notes are due one year from the execution and funding of the notes.

During the second quarter of 2021, we issued convertible promissory notes to the unrelated third parties for a total of $864,225 with original issuance discount of $112,725. The Noteholders have the right to convert the note into shares of Common Stock at a conversion price ranging from $0.0008 to $0.002 per share. The notes are due one year from the execution and funding of the notes.

During July 2021, we issued convertible promissory notes to the unrelated third parties for a total of $16,100 with original issuance discount of $2,100. The Noteholders have the right to convert the note into shares of Common Stock at a conversion price of $0.002 per share. The notes are due one year from the execution and funding of the notes.

PPP Loan

During May 2020, we entered into a two-year loan agreement with the U. S. Small Business Administration for a Payroll Protection Program (PPP) loan, for $64,895 with an annual interest rate of one percent (1%), with a term of twenty-four (24) months, whereby a portion of the loan proceeds have been used for certain labor costs, office rent costs and utilities, which may be subject to a loan forgiveness, pursuant to the terms of the SBA/PPP program.

Economic Injury Disaster Loan

During April and June 2020, the Company executed the standard loan documents required for securing a loan from the SBA under its Economic Injury Disaster Loan assistance program (the “EIDL Loan”) considering the impact of the COVID-19 pandemic on the Company’s business. Pursuant to the Loan Authorization and Agreement (the “SBA Loan Agreement”), the principal amount of the EIDL Loan was $150,000, with proceeds to be used for rent, payroll, utilities, accounting and legal expenses. Interest accrues at the rate of 3.75% per annum. Installment payments, including principal and interest, are due twenty-four months from the date of the SBA Loan Agreement in the amount of $731. The balance of principal and interest is payable over a 360 month period from the date of the SBA Loan Agreement. In connection therewith, the Company received a $5,000 advance, which does not have to be repaid. The SBA requires that the Company collateralize the loan to the maximum extent up to the loan amount. If business fixed assets do not “fully secure” the loan the lender may include trading assets (using 10% of current book value for the calculation), and must take available equity in the personal real estate (residential and investment) of the principals as collateral.

Restatement of Promissory Notes

During July 2020, the restated Note of $148,225 plus accrued interest of $18,701 was further restated. The new principal balance was $166,926 that carries interest at a rate of 2.0% monthly and was due January 2021. During February 2021, we issued 29,072,500 shares of common stock to satisfy the accrued interest of $23,258 with fair value of $343,056. The settlement of accrued interest resulted in a loss on settlement of debt in other income for $319,798. The principal balance of $166,926 was further restated. The restated balance is $183,619 with an original issuance discount of $16,693 and is due August 2021.

Settlement of Convertible Promissory Notes

During February through August 2018, we issued seven convertible promissory notes to an unrelated third party due one year from the execution dates. The principal balance of these Notes on March 31, 2020 was $553,301. During September 2020, the Note holder received a total of 107,133,333 shares of our restricted common stock in satisfaction of the principal balance of $22,000 and accrued interest of $10,140. During October 2020, the Note holder received a total of 107,817,770 shares of our restricted common stock in satisfaction of the principal balance of $22,000 and accrued interest of $10,345. During October 2020, the Note holder sold the remaining debt of $467,319 and accrued interest of $166,168 for $250,000 to a non-related party.

	Number of		Fair Value of
Date	shares converted		Debt Converted
9/21/2020		107,133,333	$	171,413
10/5/2020		107,817,770		64,691

During March 2021, in connection with this settlement of the $6,000 of the Note of $11,000 originated in November 2018, we issued 11,000,000 shares of common stocks in satisfaction of $6,000 of the Note with a fair value of $104,500 and made a repayment of $5,000 in cash. The settlement resulted in a loss on settlement of debt in other expense for $98,500.

F-29

During April 2021, in connection with this settlement of the remaining balance of $8,500 of the Note of $12,000 originated in December 2018, we issued 2,000,000 shares of common stocks in satisfaction of $4,000 of the Note with a fair value of $15,200 and made a repayment of $4,500 in cash. The settlement resulted in a loss on settlement of debt in other expense for $11,200.

Settlement of a Related-Party Note

During June 2020, the Note of $14,400 with original issuance discount of $2,400 to a related party amended in December 2018 was settled with cash payment of $14,400 and 5,000,000 shares of common stocks. The shares were valued at fair value of $3,000.

Common Stock Issued for Default Payments

During July 2020, we issued a total of 1,000,000 restricted shares to a Note holder due to the default on repayments of the promissory note of $22,000 originated in December 2019. The shares were valued at fair value of $700.

During September 2020, we issued a total of 10,000,000 restricted shares to a Note holder due to the default on repayments of the promissory note of $333,543 plus accrued interest amended in September 2019. The shares were valued at fair value of $6,000.

During October 2020, we issued a total of 1,500,000 restricted shares to a Note holder due to the default on repayments of the promissory note of $84,000 amended in March 2020. The shares were valued at fair value of $900.

During January 2021, we issued a total of 25,000,000 restricted shares to a Note holder due to the default on repayments of the promissory note of $166,926 amended in July 2020. The shares were valued at fair value of $107,500.

Common Stock Issued for Consulting Service

During June 2021, the Company signed an agreement with a consultant for services for six months for which the Company is to issue 30,000,000 shares of the Company’s restricted common stock. 5,000,000 of the shares were issued upon execution of the agreement and 5,000,000 shares will be issued every 30 days through November 2021. The compensation charge will be amortized over the term of the agreement.

Convertible notes receivable

On March 10, 2021, we purchased a convertible note from an unrelated third party for a total of $26,950 with original issuance discount of $2,450. The note is convertible into common shares for $0.01 per common share and mature on March 10, 2022.

On May 20, 2021, we purchased a convertible note from an unrelated third party for a total of $145,200 with original issuance discount of $13,200. The note is convertible into common shares for $0.01 per common share and mature on May 20, 2022.

F-30

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Introduction

Our business during the first quarter of 2020 has focused upon marketing our homeopathic drugs for the treatment of pain:

● Nyloxin^® (Stage 2 Pain)

● Nyloxin^® Extra Strength (Stage 3 Pain)

● Pet Pain–Away

During our first quarter of 2020 and thereafter, the following has occurred:

On September 22, 2020, Dr. Dale VanderPutten, our Chief Scientific Officer was invited by the Defense Threat Reduction Agency (DTRA) to present our nerve agent countermeasure technology in a Tech Watch talk to an audience of military and civilian experts in chem/bio defense. The talk titled “A Nicotinic Acetylcholine Receptor (nAChR) Directed Organophosphate Countermeasure” was presented in a virtual internet meeting to a select expert audience invited by DTRA. The consensus of the comments and questions on the presentation supported the idea that despite past efforts, there remains an unmet need for nAChR directed defenses and that our demonstration of human safety in the clinic and pre-clinical proof of concept deserves aggressive follow up.

On November 4, 2020 we announced the elimination of toxic institutional debt as the last institutional note was purchased by a long-term individual investor.

On November 11, 2020 we announced that Nyloxin has been accepted to be listed on the Walmart Marketplace and is now available there for purchase on www.Walmart.com.

On February 12, 2021 we announced that we are focusing on our intellectual property portfolio and have engaged new IP attorneys at Christopher & Weisberg P.A.

On February 23, 2021 we provided updates on our work in improving our existing facilities for manufacturing and validation of our drug products. This included the renewal of our lease for our current lab space and bringing all of manufacturing in-house.

On March 11, 2021 we announced that we had engaged AccuReg, Inc. as outside Regulatory and Quality Assurance consultants as part of our work in improving our existing facilities for manufacturing and validation of our drug products.

On March 16, 2021 we announced our plans for the marketing and distribution of Luxury Feet; an over-the-counter pain reliever and anti-inflammatory product that is designed for women who experience pain or discomfort due to high heels and stilettos.

On April 15, 2021 we announced that our newest product, Luxury Feet, was available for purchase on Amazon.com.

On May 24, 2021, we announced plans for expanding the marketing of our over-the-counter pain relievers and anti-inflammatory products by working with influencers on several social media platforms. These will include celebrities as well as professional and Olympic athletes that have benefitted from our products.

On May 27, 2021, we provided updates on increasing our manufacturing capabilities for the production of our line of over-the-counter pain relievers and anti-inflammatory drugs. As part of this process, we have completed the design and purchase for a new liquid filling line that includes automatic filling, capping, coding, labeling and heat shrinking for most of our products. The new equipment will allow production of up to 40 bottles per minute, which greatly increases our manufacturing capacity. The equipment is expected to be validated, certified and in production by the end of July of 2021.

On June 2, 2021, we announced that we had signed an agreement with professional snowboarder Jake Vedder as a celebrity endorser of Nyloxin for Chronic Pain relief. Mr. Vedder will provide marketing content, videos and testimonials on the use of our product and as a social media influencer.

On June 4, 2021, we announced our plans for increasing sales of our over-the-counter pain relievers through private label agreements that will rebrand Nyloxin. The first private label distributor contract has been executed with sales expected to start within the next 4-6 weeks. Their marketing plan includes direct sales, targeted landing pages and aggressive marketing through social media.

On June 8, 2021, we announced that Diverse Health Services of Metro-Detroit has added the Nyloxin line of products to their offerings. Nyloxin is already being sold in-house at their facilities and will be added shortly to their online marketplace. Their marketing plan includes direct sales to patients and other medical facilities, sales through their websites and social media utilizing their online platforms as well as videos featuring Dr. Randall Tent.

4

Nyloxin^®/Nyloxin^® Extra Strength

We offer Nyloxin^®/Nyloxin^® Extra Strength as our over–the–counter (OTC) pain reliever that has been clinically proven to treat moderate to severe (Stage 2) chronic pain.

Nyloxin^® and Nyloxin^® Extra Strength are available as a two ounce topical gel for treating joint pain and pain associated with arthritis and repetitive stress, and as a one ounce oral spray for treating lower back pain, migraines, neck aches, shoulder pain, cramps, and neuropathic pain. Both the topical gel and oral spray are packaged and sold as a one–month supply.

Nyloxin^® and Nyloxin^® Extra Strength offer several benefits as a pain reliever. With increasing concern about consumers using opioid and acetaminophen–based pain relievers, the Nyloxin^® products provide an alternative that does not rely on opiates or non–steroidal anti–inflammatory drugs, otherwise known as NSAIDs, for their pain relieving effects. Nyloxin^® also has a well–defined safety profile. Since the early 1930s, the active pharmaceutical ingredient (API) of Nyloxin^®, Asian cobra venom, has been studied in more than 46 human clinical studies. The data from these studies provide clinical evidence that cobra venom provides an effective treatment for pain with few side effects and has the following benefits:

● safe and effective;

● all natural;

● long–acting;

● easy to use;

● non–narcotic;

● non–addictive; and

● analgesic and anti–inflammatory.

Potential side effects from the use of Nyloxin^® are rare, but may include headache, nausea, vomiting, sore throat, allergic rhinitis and coughing.

The primary difference between Nyloxin^® and Nyloxin^® Extra Strength is the dilution level of the venom. The approximate dilution levels for Nyloxin^® and Nyloxin^® Extra Strength are as follows:

Nyloxin^®

● Topical Gel: 30 mcg/mL

● Oral Spray: 70 mcg/mL

Nyloxin^® Extra Strength

● Topical Gel: 60 mcg/mL

● Oral Spray: 140 mcg/mL

In December 2011, we began marketing Nyloxin^® and Nyloxin^® Extra Strength at www.nyloxin.com and on www.Amazon.com/nyloxin. Both Nyloxin^® and Nyloxin^®Extra Strength are packaged in a roll–on container, squeeze bottle and as an oral spray. Additionally, Nyloxin^® topical gel is available in an 8 ounce pump bottle.

We are currently marketing Nyloxin^® and Nyloxin^® Extra Strength as treatments for moderate to severe chronic pain. Nyloxin^® is available as an oral spray for treating back pain, neck pain, headaches, joint pain, migraines, and neuralgia and as a topical gel for treating joint pain, neck pain, arthritis pain, and pain associated with repetitive stress. Nyloxin^® Extra Strength is available as an oral spray and gel application for treating the same physical indications, but is aimed at treating the most severe (Stage 3) pain that inhibits one’s ability to function fully.

5

Nyloxin^® Military Strength

In December 2012, we announced the availability of Nyloxin^® Military Strength for sale to the United States Military and Veteran’s Administration. Over the past few years, the U.S. Department of Defense has been reporting an increase in the use and abuse of prescription medications, particularly opiates. In 2009, close to 3.8 million prescriptions for pain relievers were written in the military. This staggering number was more than a 400% increase from the number of prescriptions written in the military in 2001. But prescription drugs are not the only issue. The most common and seemingly harmless way to treat pain is with non–steroidal, anti–inflammatory drugs (NSAIDS). But there are risks. Overuse can cause nausea, vomiting, diarrhea, heartburn, ulcers and internal bleeding. In severe cases chest pain, heart failure, kidney dysfunction and life–threatening allergic reactions can occur. It is reported that approximately 7,600 people in America die from NSAID use and some 78,000 are hospitalized. Ibuprofen, also an NSAID has been of particular concern in the military. The terms “Ranger Candy” and “Military Candy” refer to the service men and women who are said to use 800mg doses of Ibuprofen to control their pain. But when taking anti–inflammatory Ibuprofen in high doses for chronic pain, there is potential for critical health risks; abuse can lead to serious stomach problems, internal bleeding and even kidney failure. There are significantly greater health risks when abuse of this drug is combined with alcohol intake. Our goal is that with Nyloxin^®, we can greatly reduce the instances of opiate abuse and overuse of NSAIDS in high risk groups like the US military. The Nyloxin^® Military Strength represents the strongest version of Nyloxin^® available and is approximately twice as strong as Nyloxin^® Extra Strength. We are working with outside consultants to register Nyloxin^® Military Strength and the other Nyloxin^® products for sale to the US government and the various arms of the military as well as the Veteran’s Administration. In February of 2018, Nyloxin was added to the Federal Supply Schedule but was subsequently removed the following week without an adequate explanation. We have continued to work with our consultants to understand why our products were improperly removed the Federal Supply Schedule and when we may be able to get re-listed on the Federal Supply Schedule for eventual sales to governmental agencies or to the US Military.

International Sales

We are pursuing international drug registrations in Canada, Mexico, India, Australia, New Zealand, Central and South America and Europe. Since European rules for homeopathic drugs are different than the rules in the US, we cannot estimate when this process will be completed. On March 25, 2013 we announced the publication of our patent and trademark for Nyloxin^® in India. We are actively seeking new distribution partners in India.

On May 14, 2015 we announced that we had engaged the Nature’s Clinic to begin the process of regulatory approval of our Company’s Over–the–Counter pain drug, Nyloxin^® for marketing and distribution in Canada. The Nature’s Clinic has already begun setting up their Chatham, Ontario warehouse. Due to lack of funding, we have waited to complete the approval process to begin distributing Nyloxin^® and expect to re-engage in the process in 2021.

On February 1, 2018 we announced a Distribution Agreement with the Australian company, Pharmachal PTY LTD to market and distribute Nyloxin^® in Australia and New Zealand. Pharmachal has begun the registration process with the TGA (Therapeutic Goods Administration). At this time, we do not know if our products will qualify for TGA registration and cannot provide a timeline for the eventual distribution in Australia.

Additionally, we plan to complete several human clinical studies aimed at comparing the ability of Nyloxin^® Extra Strength to replace prescription pain relievers. We have provided protocols to several hospitals and will provide details and timelines when those protocols have been accepted. We cannot provide any timeline for these studies until adequate financing is available.

To date, our marketing efforts have been limited due to lack of funding. As sales increase, we plan to begin marketing more aggressively to increase the sales and awareness of our products.

Pet Pain–Away

During June of 2013, we announced the launch of our new homeopathic formula for the treatment of chronic pain in companion animals, Pet Pain–Away™. Pet Pain–Away™ is a homeopathic, non–narcotic, non–addictive, over–the–counter pain reliever, primarily aimed at treating moderate to severe chronic pain in companion animals. It is specifically indicated to treat pain from hip dysplasia, arthritis pain, joint pain, and general chronic pain in dogs and cats. The initial product run was completed in December of 2014 and launched through Lumaxa Distributors on December 19, 2014.

In May of 2016, we signed a license agreement to begin the process of creating an infomercial (Direct Response) campaign for Pet Pain–Away™. In November of 2016, we announced the license agreement with DEG Productions for the marketing and distribution of Pet Pain–Away globally. DEG has the ability to earn the exclusive distribution rights for the product by reaching certain sales milestones. DEG has created their own website (www.getpetpainaway.com) and began airing commercials in December of 2016.

6

In February of 2020, we took back the marketing of Pet Pain-Away and are currently selling the product on Amazon.com and through www.petpainaway.com.

Luxury Feet

In June of 2017 we announced the creation of Luxury Feet; an over–the–counter pain reliever and anti–inflammatory product that is designed for women who experience pain or discomfort due to high heels and stilettos. In March of 2021 we announced plans for the marketing and distribution of Luxury Feet and on April 15, 2021 we announced that the product was available for purchase on Amazon. We will continue with the marketing efforts of Luxury Feet throughout 2021 with plans to start social media campaigns and a retail rollout later in the year.

Equine Pain-Away (Formerly Equine Nyloxin)

In October of 2013, we announced that we were in the process of launching the newest addition to our line of homeopathic treatments for chronic pain, Equine Nyloxin. We had been working with trainers and veterinarians in the equine industry and have already identified distributors for the product. The Equine Nyloxin® represents the Company’s first topical solution for the animal market. Equine Nyloxin was rebranded as Equine Pain-Away and officially rolled into the market in October of 2019. Equine Pain-Away is being marketed through several retailers and online at www.EquinePainAway.com and on Amazon.

Drug Discovery and Pipeline

Nutra Pharma is developing proprietary therapeutic protein products for the biologics market. The Company has two leading drug candidates: RPI–MN and RPI–78M.

RPI–MN

RPI–MN inhibits the entry of several viruses that are known to cause severe neurological damage in such diseases as encephalitis and Human Immunodeficiency Virus (HIV). It is being developed first for the treatment of HIV.

RPI–78M

RPI–78M is being developed for the treatment of Multiple Sclerosis (MS) and Adrenomyeloneuropathy (AMN). Other neurological and autoimmune disorders that may be served by RPI–78M include Myasthenia Gravis (MG), Rheumatoid Arthritis (RA) and Amyotrophic Lateral Sclerosis (ALS).

RPI–78M and RPI–MN contain anticholinergic peptides that recognize the same receptors as nicotine (acetylcholine receptors) but have the opposite effect. In a specific chemical process unique to Nutra Pharma, the drugs are created through a process of chemical modification.

In September, 2015 RPI–78M was granted Orphan Status by the FDA for the treatment of pediatric Multiple Sclerosis. This allows for much shorter timelines to drug approval, waiver of FDA fees (around $2.5M), rolling review and fast–track approval. Orphan status also allows for potential grant money and other funding opportunities through the clinical process.

RPI–MN and RPI–78M possess several desirable properties as drugs:

● They lack measurable toxicity but are still capable of attaching to and affecting the target site on the nerve cells. This means that patients cannot overdose.

● They display no serious adverse side effects following years of investigations in humans and animals.

● They are extremely stable and resistant to heat, which gives the drugs a long shelf life. The drugs’ stability has been determined to be over 4 years at room temperature. This is extremely unusual for a biologic drug.

● RPI–78M may be administered orally –– a first for a biologic MS drug. This will present MS patients with additional quality of life benefits by eliminating the requirement for routine injections.

● They are easy to administer.

7

We are currently working with consultants to develop trial protocols for a Phase I/II trial for the use of RPI–78M in the treatment of Pediatric Multiple Sclerosis. We expect to begin the trial in FY2021.

Critical Accounting Policies and Estimates

Our condensed consolidated unaudited financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) applied on a consistent basis. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

We regularly evaluate the accounting policies and estimates that we use to prepare our condensed consolidated financial statements. In general, management’s estimates are based on historical experience, information from third party professionals, and various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management under different and/or future circumstances.

We believe that our critical accounting policies and estimates include our ability to continue as a going concern, revenue recognition, accounts receivable and allowance for doubtful accounts, inventory obsolescence, accounting for long–lived assets and accounting for stock based compensation.

Ability to Continue as a Going Concern: Our ability to continue as a going concern is contingent upon our ability to secure additional financing, increase ownership equity, and attain profitable operations. In addition, our ability to continue as a going concern must be considered in light of the problems, expenses and complications frequently encountered in established markets and the competitive environment in which we operate.

Revenue Recognition: The Company accounts for revenue from contracts with customers in accordance with Financial Accounting Standard Board (“FASB”) Accounting Standard Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). Under ASC Topic 606, revenue recognition has a five-step process: a)Determine whether a contract exists; b) Identify the performance obligations; c) Determine the transaction price; d)Allocate the transaction price; and e) Recognize revenue when (or as) performance obligations are satisfied.

Accounts Receivable and Allowance for Doubtful Accounts: We grant credit without collateral to our customers based on our evaluation of a particular customer’s credit worthiness. Accounts receivable are due 30 days after the issuance of the invoice. In addition, allowances for doubtful accounts are maintained for potential credit losses based on the age of the accounts receivable and the results of periodic credit evaluations of our customers’ financial condition. Accounts receivable are written off after collection efforts have been deemed to be unsuccessful. Accounts written off as uncollectible are deducted from the allowance for doubtful accounts, while subsequent recoveries are netted against the provision for doubtful accounts expense. We generally do not charge interest on accounts receivable. We use third party payment processors and are required to maintain reserve balances, which are included in accounts receivable.

Our accounts receivable are stated at estimated net realizable value. Accounts receivable are comprised of balances due from customers net of estimated allowances for uncollectible accounts. In determining collectability, historical trends are evaluated and specific customer issues are reviewed to arrive at appropriate allowances.

Inventory Obsolescence: Inventories are valued at the lower of average cost or market value. We periodically perform an evaluation of inventory for excess, impairments and obsolete items. At March 31 2020, our inventory consisted entirely of raw materials and finished goods that are utilized in the manufacturing of finished goods. These raw materials generally have expiration dates in excess of 10 years. Commencing on October 1, 2019, we classify inventory as short-term or long-term inventory based on timing of when it is expected to be consumed.

Long–Lived Assets: The carrying value of long–lived assets is reviewed annually and on a regular basis for the existence of facts and circumstances that may suggest impairment. If indicators of impairment are present, we determine whether the sum of the estimated undiscounted future cash flows attributable to the long–lived asset in question is less than its carrying amount. If less, we measure the amount of the impairment based on the amount that the carrying value of the impaired asset exceeds the discounted cash flows expected to result from the use and eventual disposal of the impaired assets.

8

Derivative Financial Instrument: Management evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income. For option-based simple derivative financial instruments, the Company uses the Black-Scholes option-pricing model to value the derivative instruments at inception and subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date.

We do not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks..

Convertible Debt: For convertible debt that does not contain an embedded derivative that requires bifurcation, the conversion feature is evaluated to determine if the rate of conversion is below market value and should be categorized as a beneficial conversion feature (“BCF”). A BCF related to debt is recorded by the Company as a debt discount and with the offset recorded to equity. The related convertible debt is recorded net of the discount for the BCF. The discount is amortized as additional interest expense over the term of the debt with the resulting debt discount being accreted over the term of the note.

The Fair Value Measurement Option: We have elected the fair value measurement option for convertible debt with embedded derivatives that require bifurcation, and record the entire hybrid financing instrument at fair value under the guidance of ASC Topic 815, Derivatives and Hedging (“ASC Topic 815”). The Company reports interest expense, including accrued interest, related to this convertible debt under the fair value option, within the change in fair value of convertible notes and derivatives in the accompanying consolidated statement of operations.

Derivative Accounting for Convertible Debt and Options and Warrants: The Company evaluated the terms and conditions of the convertible debt under the guidance of ASC 815, Derivatives and Hedging. The conversion terms of some of the convertible notes are variable based on certain factors, such as the future price of the Company’s common stock. The number of shares of common stock to be issued is based on the future price of the Company’s common stock. The number of shares of common stock issuable upon conversion of the debt is indeterminate. Due to the fact that the number of shares of common stock issuable could exceed the Company’s authorized share limit, the equity environment is tainted, and all additional convertible debt and options and warrants are included in the value of the derivative liabilities. Pursuant to ASC 815-15, Embedded Derivatives, the fair values of the convertible debt, options and warrants and shares to be issued were recorded as derivative liabilities on the issuance date and revalued at each reporting period.

Share-Based Compensation: We record share-based compensation in accordance with FASB ASC 718, Stock Compensation. FASB ASC 718 requires that the cost resulting from all share-based transactions are recorded in the financial statements over the respective service periods. It establishes fair value as the measurement objective in accounting for share-based payment arrangements and requires all entities to apply a fair-value-based measurement in accounting for share-based payment transactions with employees. FASB ASC 718 also establishes fair value as the measurement objective for transactions in which an entity acquires goods or services from non-employees in share-based payment transactions.

9

Results of Operations – Comparison of Three Months Periods Ended March 31, 2020 and March 31, 2019

Sales for the three–month period ended March 31, 2020 were $17,116 compared to $41,322 for the three months period ended March 31, 2019. The decrease in net sales is primarily attributable to the decrease in Pet Pain-Away products sales.

Cost of sales for the three–month period ended March 31, 2020 is $5,279 compared to $15,625 for the three–month period March 31, 2019. Our cost of sales includes the direct costs associated with manufacturing, shipping and handling costs. Our gross profit margin for the three–month period ended March 31, 2020 is $11,837 or 69.16% compared to $25,697 or 62.19% for the three–month period ended March 31, 2019. The increase in our profit margin is primarily due to decrease in the manufacturing cost.

Selling, general and administrative expenses (“SG&A”) decreased $33,194 or 12.09% from $274,635 for the quarter ended March 31, 2019 to $241,441 for the quarter ended March 31, 2020, generally due to the overall decrease approximately $33,000 in professional fees. In addition, we had a bad debt recovery from the receivables from companies owned by the Company’s CEO for $39,500 and $0 for the three months ended March 31, 2020 and 2019.

Rental income increased $3,000 or 100%, from $0 for the three months ended March 31, 2019 to $3,000 for the three months ended March 31, 2020. This increase was due to a month-to-month sublease agreement entered in November 15, 2019.

Interest expense, including related party interest expense, decreased $5,747 or 7.24%, from $79,341 for the quarter ended March 31, 2019 to $73,594 for the quarter ended March 31, 2020. This decrease was primarily due to decrease in amortization of loan discounts in the quarter ended March 31, 2020 compared to the quarter ended March 31, 2019.

We carry certain of our debentures and common stock warrants at fair value. For the three months ended March 31, 2020 and 2019, the liability related to these hybrid instruments fluctuated, resulting in a gain of $2,542,942 and a loss of $129,417, respectively.

Gain/loss on settlement of debts decreased $79,253 or 138.43%, from a gain of $57,253 for the three months ended March 31, 2019 to a loss of $22,000 for the three months ended March 31, 2020. This decrease was primarily due to loss on settlement of debt through issuance of shares of common stock for the three months ended March 31, 2020 compared to the comparable 2019 period. Stock issued for loan modification increased $77,200 or 100% from $0 for the three months ended March 31, 2019 to $77,200 for the three months ended March 31, 2020.

As a result of the foregoing, our net income/loss increased by $2,583,487 or 645.16%, from a loss of $400,443 for the quarter ended March 31, 2020 to an income of $2,183,044 for the quarter ended March 31, 2020.

Liquidity and Capital Resources

We have incurred significant losses from operations and working capital and stockholders’ deficits raise substantial doubt about our ability to continue as a going concern. Further, as stated in Note 1 to our condensed consolidated unaudited financial statements for the period ended March 31, 2020, we have an accumulated deficit of $65,681,240 at March 31, 2020. In addition, we have a significant amount of indebtedness in default, a working capital deficit of $8,866,563 and a stockholders’ deficit of $8,928,291 at March 31, 2020.

Our ability to continue as a going concern is contingent upon our ability to secure additional financing, increase ownership equity, and attain profitable operations. In addition, our ability to continue as a going concern must be considered in light of the problems, expenses and complications frequently encountered in established markets and the competitive environment in which we operate. As of the date of the filing of this report, we do not believe that our source of cash is adequate for the next 12 months of operation and there is substantial doubt about our ability to continue as a going concern.

Historically, we have relied upon loans from our Chief Executive Officer, Rik Deitsch, to fund our operations. At March 31, 2020, the balance due to our President and CEO, Rik Deitsch, is $199,290, which is an unsecured demand loan that bears interest at 4%. Additionally, accrued interest on the demand loan was $1,678 and is included in the due to officer account.

10

During the three months ended March 31, 2020, we raised $107,926 through the issuance of convertible notes and $25,000 from advances from an unrelated third party. Current operations are being funded through a combination of product sales, loans from our CEO and convertible notes.

We expect to utilize the proceeds from these funds and additional capital to manufacture Nyloxin^® and Pet Pain–Away and reduce our debt level. We estimate that we will require approximately $200,000 quarterly to fund our existing operations and ReceptoPharm’s operations for the next twelve months from the date of filing. These costs include: (i) compensation for three (3) full–time employees; (ii) compensation for various consultants who we deem critical to our business; (iii) general office expenses including rent and utilities; (iv) product liability insurance; and (v) outside legal and accounting services. These costs reflected in (i) – (v) do not include research and development costs or other costs associated with clinical studies.

We began generating revenues from the sale of Cobroxin^® in the fourth quarter of 2009 and from the sale of Nyloxin^® during the first quarter of 2011. We began generating revenues from the sale of Pet Pain–Away™ in the fourth quarter of 2014. Our ability to meet our future operating expenses is highly dependent on the amount of such future revenues. To the extent that future revenues from the sales of Nyloxin^® and Pet Pain–Away™ are insufficient to cover our operating expenses we may need to raise additional equity capital, which could result in substantial dilution to existing shareholders. There can be no assurance that we will be able to raise sufficient equity capital to fund our working capital requirements on terms acceptable to us, or at all. We may also seek additional loans from our officers and directors; however, there can be no assurance that we will be successful in securing such additional loans.

Impact of COVID-19 on our Operations

The ramifications of the outbreak of the novel strain of COVID-19, reported to have started in December 2019 and spread globally, are filled with uncertainty and changing quickly. Our operations have continued during the COVID-19 pandemic and we have not had significant disruption. Beginning in June 2020, the Company experienced a delay in retail rollout as a downstream implication of the slowing economy. We also closed our Coral Springs office in effort to save money. During May 2020, we received approval from SBA to fund our request for a PPP loan for $64,895. We used the proceeds primarily for payroll costs. We expect forgiveness of this loan under the current terms of requirement by the SBA. During April and June 2020, we obtained the loan in the amount of $150,000 from SBA under its Economic Injury Disaster Loan assistance program. We used the proceeds primarily for rent, payroll, utilities, accounting and legal expenses.

The Company is operating in a rapidly changing environment so the extent to which COVID-19 impacts its business, operations and financial results from this point forward will depend on numerous evolving factors that the Company cannot accurately predict. Those factors include the following: the duration and scope of the pandemic; governmental, business and individuals’ actions that have been and continue to be taken in response to the pandemic; and the distribution of testing and a vaccine.

Uncertainties and Trends

Our operations and possible revenues are dependent now and in the future upon the following factors:

● whether Nyloxin^®, Nyloxin^® Extra Strength and Pet Pain–Away will be accepted by retail establishments where they are sold;

● because Nyloxin^® is a novel approach to the over–the–counter pain market, whether it will be accepted by consumers over conventional over–the–counter pain products;

● whether Nyloxin^® Military Strength will be successfully launched and be accepted in the marketplace;

● whether our international drug applications will be approved and in how many countries;

● whether we will be successful in marketing Nyloxin®, Nyloxin® Extra Strength and Pet Pain–Away in our target markets and create nationwide and international visibility for our products;

● whether our drug delivery system, i.e. oral spray and gel, will be accepted by consumers who may prefer a pain pill delivery system;

● whether competitors’ pain products will be found to be more attractive to consumers;

● whether we successfully develop and commercialize products from our research and development activities;

11

● whether we compete effectively in the intensely competitive biotechnology area;

● whether we successfully execute our planned partnering and out–licensing products or technologies;

● whether the current economic downturn and related credit and financial market crisis will adversely affect our ability to obtain financing, conduct our operations and realize opportunities to successfully bring our technologies to market;

● whether we are subject to litigation and related costs in connection with use of products;

● whether we will successfully contract with domestic distributor(s)/advertiser(s) for our products and whether that will cause interruptions in our operations;

● whether we comply with FDA and other extensive legal/regulatory requirements affecting the healthcare industry.

Off–Balance Sheet Arrangements

We have not entered into any transaction, agreement or other contractual arrangement with an entity unconsolidated with us under whom we have:

● An obligation under a guarantee contract.

● A retained or contingent interest in assets transferred to the unconsolidated entity or similar arrangement that serves as credit, liquidity or market risk support to such entity for such assets.

● Any obligation, including a contingent obligation, under a contract that would be accounted for as a derivative instrument.

● Any obligation, including a contingent obligation, arising out of a variable interest in an unconsolidated entity that is held by us and material to us where such entity provides financing, liquidity, market risk or credit risk support to, or engages in leasing, hedging or research and development services with us.

We do not have any off–balance sheet arrangements or commitments other than those disclosed in this report that have a current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that is material.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable

Item 4. Controls and Procedures

Disclosure Controls and Procedures

As of March 31, 2020, we carried out an evaluation under the supervision and the participation of our Chief Executive Officer/Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as of March 31, 2020, as defined in Rule 13a–15 under the Securities Exchange Act of 1934 (“Exchange Act”). Based on that evaluation, our management, including our Chief Executive Officer/Chief Financial Officer, concluded that, because of the material weaknesses in internal control over financial reporting discussed in Section 9A of our annual report on Form 10–K, our disclosure controls and procedures were not effective, at a reasonable assurance level, as of March 31, 2020. In light of this, we performed additional post–closing procedures and analyses in order to prepare the Condensed Consolidated Unaudited Financial Statements included in this report. As a result of these procedures, we believe our Condensed Consolidated Unaudited Financial Statements included in this report present fairly, in all material respects, our financial condition, results of operations and cash flows for the periods presented. A control system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, with the company have been detected.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer, who also acted as our Principal Financial Officer as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a–15 or 15d–15 under the Exchange Act that occurred during the quarter ended March 31, 2020 that have materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

12

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Paul Reid et al. v. Nutra Pharma Corp. et al.

On August 26, 2016, certain of former ReceptoPharm employees and a former ReceptoPharm consultant filed a lawsuit in the 17th Judicial Circuit in and for Broward County, Florida (Case No. CACE16–015834) against Nutra Pharma and Receptopharm to recover $315,000 allegedly owing to them under a settlement agreement reached in an involuntary bankruptcy action that was brought by the same individuals in 2012 and for payment of unpaid wages/breach of written debt confirms. On June 24, 2021, the parties entered into a confidential settlement agreement of the lawsuit. Nutra Pharma has fully performed under the settlement and considers the case fully resolved.

Get Credit Healthy, Inc. v. Nutra Pharma Corp. and Rik Deitsch, Case No. CACE 18-017055

On August 1, 2018, Get Credit Healthy, Inc. filed a lawsuit against Nutra Pharma Corp. and Rik Deitsch (collectively the “Defendants”) in the 17th Judicial Circuit Court in and for Broward County, Florida (Case No. CACE 18-017055) to recover $100,000 allegedly owed under an amended promissory note dated April 12, 2017. Counsel for Get Credit Healthy, Inc. requested an early mediation conference in an attempt to resolve our dispute. We agreed to this request, and mediation took place on February 15, 2019. At December 31, 2018, we owed principal balance of $101,818 and accrued interest of $21,023. At mediation, Get Credit Healthy, Inc. claimed that the individual that breached the binding memorandum of understanding with Nutra Pharma Corp. was never an owner of Get Credit Healthy, Inc., but rather, a close friend that encouraged Get Credit Healthy, Inc. to make the subject loan to Nutra Pharma Corp. Ultimately, the parties were able to reach a Confidential Settlement Agreement to resolve the dispute, and an Agreed Order was entered dismissing the lawsuit. The lawsuit was settled on February 15, 2019 for $104,000 with scheduled payments through May 1, 2020. The settlement amount was further amended and repayments were made in full as of November 2020 (See Note 6).

CSA 8411, LLC v. Nutra Pharma Corp., Case No. CACE 18-023150

On October 12, 2018, CSA 8411, LLC filed a lawsuit against the Company in the 17th Judicial Circuit Court in and for Broward County, Florida (Case No. CACE 18-023150) to recover $100,000 allegedly owed under an amended promissory note dated April 12, 2017. On November 1, 2018, the Company filed its Answer and Affirmative Defenses to the Complaint. The Company believes that this lawsuit is without merit. Moreover, the Company believes that it has a number of valid defenses to this claim. Among other things, the owner of CSA 8411, LLC violated the terms of a Binding Memorandum of Understanding by failing to invest in the Company and fraudulently inducing the Company to enter into the subject amended promissory note (contrary to the Get Credit Healthy lawsuit discussed above, we are certain that this individual is the majority owner of CSA 8411, LLC). Opposing counsel reached out to schedule mediation, and mediation was set for June 21, 2019 in Plantation, FL however the mediation was unsuccessful. At March 31, 2020, we owed principal balance of $91,156 and accrued interest of $32,675 (See Note 6) if the defenses and our new claims are deemed be of no merit.

The Company also filed affirmative claims against the Plaintiff, its owner Dan Oran and several related entities. The case has not been set for trial as of this date.

Securities and Exchange Commission v. Nutra Pharma Corporation, Erik Deitsch, and Sean Peter McManus

On September 28, 2018, the United States Securities and Exchange Commission (the “SEC”) filed a lawsuit in the United States District Court for the Eastern District of New York (Case No. 2:18-cv-05459) against the Company, Mr. Deitsch, and Mr. McManus. The lawsuit alleges that, from July 2013 through June 2018, the Company and the other defendants defrauded investors by making materially false and misleading statements about t and violated anti-fraud and other securities laws.

The violations alleged against the Company by the SEC include: (a) raising over $920,000 in at least two private placement offerings for which the Company failed to file required registration statements with the SEC; (b) issuing a series of materially false or misleading press releases; (c) making false statements in at least one Form 10-Q; and (d) failing to make required public filings with the SEC to disclose the Company’s issuance of millions of shares of stock. The lawsuit makes additional allegations against Mr. McManus and Mr. Deitsch, including that Mr. McManus acted as a broker without SEC registration and defrauded at least one investor by making false statements about the Company, that Mr. Deitsch engaged in manipulative trades of the Company’s stock by offering to pay more for shares he was purchasing than the amount the seller was willing to take, and that Mr. Deitsch failed to make required public filings with the SEC. The lawsuit seeks both injunctive and monetary relief.

13

On May 29, 2019 (following each of the defendants filing motions to dismiss), the SEC filed a First Amended Complaint which generally alleged the same conduct as its original Complaint, but accounted for certain guidance provided by the United States Supreme Court in a case that had been recently decided. Each of the defendants then moved to dismiss the SEC’s First Amended Complaint. On March 31, 2020, the Court entered an Order granting in part and denying in part the various motions to dismiss. Following that Order, the SEC filed a Second Amended Complaint (the operative pleading) and the defendants have filed their answers which generally deny liability. At this time, discovery is closed and the SEC has indicated an intent to file a summary judgment motion regarding certain non-fraud claims asserted in its Second Amended Complaint. The defendants have opposed the SEC’s request to file such motion(s). The Court conducted a hearing on February 23, 2021 and set an initial briefing schedule for the SEC’s Motion for Partial Summary Judgment wherein the Plaintiffs’ Motion for Partial Summary Judgment was due on April 5, 2021, the Defendants’ Consolidated (i.e., collectively, Nutra Pharma Corporation, Erik “Rik” Deitsch, and Sean McManus) Response Brief to the SEC’s Motion was due May 3, 2021, and the Plaintiffs’ Reply Brief was due on May 19, 2021. On March 23, 2021, the Plaintiff filed a Motion for Extension of Time to file the Motion for Partial Summary Judgment. On April 9, 2021, the Plaintiff filed a Motion for Partial Summary Judgment, Defendants’ filed a Memorandum of Law in Opposition to Plaintiff’s Motion on May 7, 2021, and Plaintiff filed its Reply brief on May 21, 2021. At this time the Court has not ruled on the pending Motion. Nutra Pharma disputes the allegations in this lawsuit and continues to vigorously defend against the SEC’s claims. Mr. Deitsch and Mr. McManus have similarly defended the lawsuit since its filing and each contest liability. The Company does not believe that it engaged in any fraudulent activity or made any material misrepresentations concerning the Company and/or its products.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Common Stock Issued for Conversion of Convertible Debt

During January and February 2020, a Note holder received a total of 500,000,000 shares of our restricted common stock in satisfaction the $175,000 of the Note. During February through June 2021, the Note holder received a total of 240,350,000 shares of our restricted common stock in satisfaction the $120,175 of the Note with a fair value of $2,344,399.

During September 2020, a Note holder received a total of 107,133,333 shares of our restricted common stock in satisfaction of the principal balance of $22,000 and accrued interest of $10,140 from a Note originated in March 2018. During October 2020, the Note holder received a total of 107,817,770 shares of our restricted common stock in satisfaction of the principal balance of $22,000 and accrued interest of $10,345 from a Note originated in March 2018.

During November 2020, the Note received a total of 100,000,000 shares of our restricted common stock in satisfaction the $20,000 of the Note amended in January 2019 with a fair value of $120,000.

During March 2021, in connection with this settlement of the $6,000 of the Note of $11,000 originated in November 2018, we issued 11,000,000 shares of common stocks in satisfaction of $6,000 of the Note with a fair value of $104,500.

During April 2021, in connection with this settlement of the remaining balance of $8,500 of the Note of $12,000 originated in December 2018, we issued 2,000,000 shares of common stocks in satisfaction of $4,000 of the Note with a fair value of $15,200.

Common Stock Issued for Conversion of Promissory Note

During March 2020, $50,000 of the Note of $120,000 with original issuance discount of 20,000 originated in November 2017 was settled for 125,000,000 shares. An additional 36,000,000 shares were issued to satisfy the default provision of the original note, and 10,000,000 shares were issued along with the restatement. The total fair value of issued stock was $119,700.

During February 2021, we issued 29,072,500 shares of common stock to satisfy the accrued interest of $23,258 with fair value of $343,056 for the Note with principal balance of $166,926 restated in July 2020.

14

Common Stock Issued for Default Payments

During January 2020, we issued a total of 75,000,000 restricted shares to a Note holder due to the default on repayments of the convertible promissory note of a total of $148,225 amended in August and November 2018. The shares were valued at fair value of $45,000.

During July 2020, we issued a total of 1,000,000 restricted shares to a Note holder due to the default on repayments of the promissory note of $22,000 originated in December 2019. The shares were valued at fair value of $700.

During September 2020, we issued a total of 10,000,000 restricted shares to a Note holder due to the default on repayments of the promissory note of $333,543 plus accrued interest amended in September 2019. The shares were valued at fair value of $6,000.

During October 2020, we issued a total of 1,500,000 restricted shares to a Note holder due to the default on repayments of the promissory note of $84,000 amended in March 2020. The shares were valued at fair value of $900.

During January 2021, we issued a total of 25,000,000 restricted shares to a Note holder due to the default on repayments of the promissory note of $166,926 amended in July 2020. The shares were valued at fair value of $107,500.

Settlement of a Related-Party Note

During June 2020, the Note of $14,400 with original issuance discount of $2,400 to a related party amended in December 2018 was settled with cash payment of $14,400 and 5,000,000 shares of common stocks. The shares were valued at fair value of $3,000.

Common Stock Issued for Consulting Service

During June 2021, the Company signed an agreement with a consultant for services for six months for which the Company is to issue 30,000,000 shares of the Company’s restricted common stock. 5,000,000 of the shares were issued upon execution of the agreement and 5,000,000 shares will be issued every 30 days through November 2021. The compensation charge will be amortized over the term of the agreement.

Item 3. Defaults Upon Senior Securities

Debt owed to a Director

During 2010, we borrowed $200,000 from one of our directors. Under the terms of the loan agreement, this loan was expected to be repaid in nine months to a year from the date of the loan along with interest calculated at 10% for the first month plus 12% after 30 days from funding. We are in default regarding this loan. The loan is under personal guarantee by Mr. Deitsch. We repaid principal balance in full as of December 31, 2016. At March 31, 2020 and December 31, 2019, we owed this director accrued interest of $164,276 and $159,555.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None

Item 6. Exhibits

Exhibit No.	Title
31.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes–Oxley Act of 2002.
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes–Oxley Act of 2002.
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

15

SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	NUTRA PHARMA CORP.
	Registrant
Dated: July 23, 2021	/s/ Rik J. Deitsch
	Rik J. Deitsch
	Chief Executive Officer/Chief Financial Officer

16

EX-31.1

Exhibit 31.1

NUTRA PHARMA CORP.

OFFICER’S CERTIFICATE PURSUANT TO SECTION 302

I, Rik Deitsch, the Chief Executive Officer and Chief Financial Officer of Nutra Pharma Corp., certify that:

1. I have reviewed this quarterly report on Form 10-Q of Nutra Pharma Corp.;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the Small Business Issuer as of, and for, the periods presented in this quarterly report;

4. The Small Business Issuer’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Small Business Issuer and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) [Omitted pursuant to SEC Release No. 33-8238];

(c) Evaluated the effectiveness of the Small Business Issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the Small Business Issuer’s internal control over financial reporting that occurred during the small business issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting; and

5. The Small Business Issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors of the small business issuer’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.

Dated: July 23, 2021

/s/ Rik J. Deitsch

Rik J. Deitsch

Chief Executive Officer/Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Nutra Pharma Corp., (the “Company”) on Form 10-Q for the quarterly period ended March 31, 2020, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Rik J Deitsch, the Chief Executive Officer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: July 23, 2021

/s/ Rik J. Deitsch

Rik J. Deitsch

Chief Executive Officer and Chief Financial Officer

XML

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2020	Jul. 23, 2021
Cover [Abstract]
Entity Registrant Name	NUTRA PHARMA CORP
Entity Central Index Key	0001119643
Document Type	10-Q
Document Period End Date	Mar. 31, 2020
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	No
Entity Interactive Data Current	No
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		7,267,619,714
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2020

XML

Condensed Consolidated Balance Sheets - USD ($)	Mar. 31, 2020	Dec. 31, 2019
Current assets:
Cash
Accounts receivable	33,581	32,479
Inventory, current portion	6,624	8,177
Prepaid expenses and other current assets	21,265	17,150
Total current assets	61,470	57,806
Inventory, less current portion	65,568	52,183
Property and equipment, net	6,051	6,763
Operating lease right-of-use assets	200,276	207,530
Security deposit	15,550	15,550
Total assets	348,915	339,832
Current liabilities:
Accounts payable	570,239	583,226
Accrued expenses	630,274	612,547
Accrued payroll due to officers	1,296,893	1,249,393
Accrued interest to related parties	164,276	159,555
Due to officer	199,290	122,812
Derivative liabilities	1,146,521	835,868
Other debt, net of discount, current portion	4,844,952	7,352,954
Operating lease obligations, current portion	75,588	73,278
Total current liabilities	8,928,033	10,989,633
Convertible note, less current portion	225,597	907,912
Operating lease obligations, less current portion	123,576	143,322
Total liabilities	9,277,206	12,040,867
Commitments and Contingencies
Stockholders' deficit:
Preferred stock, $0.001 par value, 20,000,000 shares authorized: 3,000,000 Series A Preferred shares issued and outstanding at March 31, 2019 and December 31, 2019	3,000	3,000
Common stock, $0.001 par value, 8,000,000,000 shares authorized: 6,622,746,111 and 5,876,746,111 shares issued and outstanding at March 31, 2020 and December 31, 2019	6,622,746	5,876,746
Additional paid-in capital	50,127,203	50,283,503
Accumulated deficit	(65,681,240)	(67,864,284)
Total stockholders' deficit	(8,928,291)	(11,701,035)
Total liabilities and stockholders' deficit	$ 348,915	$ 339,832

XML

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2020	Dec. 31, 2019
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	20,000,000	20,000,000
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	8,000,000,000	8,000,000,000
Common stock, shares issued	6,622,746,111	5,876,746,111
Common stock, shares outstanding	6,622,746,111	5,876,746,111
Series A Preferred Stock [Member]
Preferred stock, shares issued	3,000,000	3,000,000
Preferred stock, shares outstanding	3,000,000	3,000,000

XML

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)		3 Months Ended
		Mar. 31, 2020	Mar. 31, 2019
Income Statement [Abstract]
Net sales		$ 17,116	$ 41,322
Cost of sales		(5,279)	(15,625)
Gross profit		11,837	25,697
Operating expenses:
Selling, general and administrative - including stock based compensation of $7,500 and $30,000, respectively		241,441	274,635
Bad debt recovery - related party		(39,500)
Total operating expenses		201,941	274,635
Loss from operations		(190,104)	(248,938)
Other income (expenses)
Rental Income		3,000
Interest expense		(68,873)	(75,145)
Interest expense to related parties		(4,721)	(4,196)
Change in fair value of convertible notes and derivatives		2,542,942	(129,417)
Stock issued for loan modification		(77,200)
Gain (loss) on settlement of debt and accrued expense, net		(22,000)	57,253
Total other income (expenses)		2,373,148	(151,505)
Income (loss) before income taxes		2,183,044	(400,443)
Provision for income taxes
Net income (loss)		$ 2,183,044	$ (400,443)
Net income (loss) per share - basic and diluted		$ 0.00	$ (0.00)
Weighted average number of shares outstanding during the period - basic		6,272,328,529	4,112,446,110
Weighted average number of shares outstanding during the period - diluted	[1]	12,293,204,022	4,112,446,110

[1] Includes potential common shares that are in excess of authorized shares.

XML

Condensed Consolidated Statements of Operations (Parenthetical) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Income Statement [Abstract]
Stock based compensation	$ 7,500	$ 30,000

XML

Condensed Consolidated Statements of Changes in Stockholders' Deficit (Unaudited) - USD ($)	Preferred Stock [Member]	Common Stock [Member]	Additional Paid-In Capital [Member]	Accumulated Deficit [Member]	Total
Balance at Dec. 31, 2018	$ 3,000	$ 4,046,746	$ 51,286,503	$ (61,272,842)	$ (5,936,593)
Balance, shares at Dec. 31, 2018	3,000,000	4,046,746,110
Common stock issued for settlement of debt		$ 81,000	(48,600)		32,400
Common stock issued for settlement of debt, shares		81,000,000
Warrants issued with Debt--Debt discount			8,147		8,147
Net income loss				(400,443)	(400,443)
Balance at Mar. 31, 2019	$ 3,000	$ 4,127,746	51,246,050	(61,673,285)	(6,296,489)
Balance, shares at Mar. 31, 2019	3,000,000	4,127,746,110
Balance at Dec. 31, 2019	$ 3,000	$ 5,876,746	50,283,503	(67,864,284)	(11,701,035)
Balance, shares at Dec. 31, 2019	3,000,000	5,876,746,111
Common stock issued for debt modification and penalty		$ 121,000	(43,800)		77,200
Common stock issued for debt modification and penalty, shares		121,000,000
Common stock issued for conversion of debt		$ 500,000	(75,000)		425,000
Common stock issued for conversion of debt, shares		500,000,000
Common stock issued for settlement of debt		$ 125,000	(37,500)		87,500
Common stock issued for settlement of debt, shares		125,000,000
Net income loss				2,183,044	2,183,044
Balance at Mar. 31, 2020	$ 3,000	$ 6,622,746	$ 50,127,203	$ (65,681,240)	$ (8,928,291)
Balance, shares at Mar. 31, 2020	3,000,000	6,622,746,111

XML

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019
Cash flows from operating activities:
Net income (loss)	$ 2,183,044	$ (400,443)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Bad debt expense		2,789
Bad debt recovery - related party	(39,500)
Accrued interest expense for amount due to officer	1,678	1,817
(Gain) loss on settlement of debt and accrued expense	22,000	(57,253)
Depreciation	712	1,105	$ 1,105
Stock-based compensation	7,500	30,000
Stock-based loan modification cost	77,200
Change in fair value of convertible notes and derivatives	(2,542,942)	129,417
Amortization of loan discount	24,873	38,117
Amortization of operating lease right-of-use assets	7,254	15,244
Changes in operating assets and liabilities:
Increase in accounts receivable	(1,102)	(13,723)
Increase in inventory	(11,832)	(1,282)
Increase(decrease) in prepaid expenses and other current assets	(11,615)	4,152
Increase(decrease) in accounts payable	(12,987)	65,014
Increase in accrued expenses	45,377	45,287
Increase in accrued payroll due to officers	47,500	59,400
Increase in accrued interest to related parties	4,721	4,196
Decrease in operating lease obligations	(17,436)	(15,341)
Net cash used in operating activities	(215,555)	(91,504)
Cash flows from financing activities:
Loans from officer	118,500	4,100
Repayment of officer loans	(4,200)	(9,950)
Proceeds from convertible notes	107,926	100,508
Advances from an unrelated third party	25,000
Repayments of other notes payable	(31,671)	(3,154)
Net cash provided by financing activities	215,555	91,504
Net increase in cash
Cash - beginning of period
Cash - end of period
Supplemental Cash Flow Information:
Cash paid for interest		500
Cash paid for income taxes
Non Cash Financing and Investing:
Stocks issued in settlement of notes, accounts payable, and accrued expenses	87,500	32,400
Shares issued for conversion of debt	425,000
Warrants issued with Debt--Debt discount		8,147
Right-of-use asset due to adoption of ASC 842		281,175
Operating lease liabilities due to adoption of ASC 842		281,175
Reclassification of accrued interest to debt	$ 12,150

XML

Basis of Presentation and Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2020

Accounting Policies [Abstract]

Basis of Presentation and Summary of Significant Accounting Policies

1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

Nutra Pharma Corp. (“Nutra Pharma”), is a holding company that owns intellectual property and operates in the biotechnology industry. Nutra Pharma was incorporated under the laws of the state of California on February 1, 2000, under the original name of Exotic-Bird.com.

Through its wholly-owned subsidiary, ReceptoPharm, Inc. (“ReceptoPharm”), Nutra Pharma conducts drug discovery research and development activities. In October 2009, Nutra Pharma launched its first consumer product called Cobroxin^®, an over-the-counter pain reliever designed to treat moderate to severe chronic pain. In May 2010, Nutra Pharma launched its second consumer product called Nyloxin^®, an over-the-counter pain reliever that is a stronger version of Cobroxin^® and is designed to treat severe chronic pain. In December 2014, Nutra Pharma launched Pet Pain-Away, an over-the-counter pain reliever designed to treat pain in cats and dogs.

Basis of Presentation and Consolidation

The Unaudited Condensed Consolidated Financial Statements and notes are presented in accordance with the rules and regulations of the Securities and Exchange Commission and do not contain certain information included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. In the opinion of management, all adjustments considered necessary for a fair presentation have been included and are of a normal, recurring nature. Interim results are not necessarily indicative of results for a full year. Therefore, the interim Unaudited Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and notes thereto contained in the Company’s Annual Report on Form 10-K.

The accompanying Unaudited Condensed Consolidated Financial Statements include the results of Nutra Pharma and its wholly-owned subsidiaries Designer Diagnostics Inc. and ReceptoPharm (collectively “the Company”, “us”, “we” or “our”). We operate as one reportable segment. Designer Diagnostics Inc. has been inactive since June 2011. All intercompany transactions and balances have been eliminated in consolidation.

Liquidity and Going Concern

Our Unaudited Condensed Consolidated Financial Statements are presented on a going concern basis, which contemplate the realization of assets and satisfaction of liabilities in the normal course of business. We have experienced recurring, significant losses from operations, and have an accumulated deficit of $65,681,240 at March 31, 2020. In addition, we have a significant amount of indebtedness in default, a working capital deficit of $8,866,563 and a stockholders’ deficit of $8,928,291 at March 31, 2020.

There is substantial doubt regarding our ability to continue as a going concern which is contingent upon our ability to secure additional financing, increase ownership equity and attain profitable operations. In addition, our ability to continue as a going concern must be considered in light of the problems, expenses and complications frequently encountered in established markets and the competitive environment in which we operate.

We do not have sufficient cash to sustain our operations for a period of twelve months from the issuance date of this report and will require additional financing in order to execute our operating plan and continue as a going concern. Since our sales are not currently adequate to fund our operations, we continue to rely principally on debt and equity funding; however, proceeds from such funding have not been sufficient to execute our business plan. Our plan is to attempt to secure adequate funding until sales of our pain products are adequate to fund our operations. We cannot predict whether additional financing will be available, and/or whether any such funding will be in the form of equity, debt, or another form. In the event that these financing sources do not materialize, or if we are unsuccessful in increasing our revenues and profits, we will be unable to implement our current plans for expansion, repay our obligations as they become due and continue as a going concern.

The accompanying Unaudited Condensed Consolidated Financial Statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern.

Impact of COVID-19 on our Operations

The ramifications of the outbreak of the novel strain of COVID-19, reported to have started in December 2019 and spread globally, are filled with uncertainty and changing quickly. Our operations have continued during the COVID-19 pandemic and we have not had significant disruption. Beginning in June 2020, the Company experienced a delay in retail rollout as a downstream implication of the slowing economy. We also closed our Coral Springs office in effort to save money. During May 2020, we received approval from SBA to fund our request for a PPP loan for $64,895. We used the proceeds primarily for payroll costs. We expect forgiveness of this loan under the current terms of requirement by the SBA. During April and June 2020, we obtained the loan in the amount of $150,000 from SBA under its Economic Injury Disaster Loan assistance program. We used the proceeds primarily for rent, payroll, utilities, accounting and legal expenses (See Note 12).

The Company is operating in a rapidly changing environment so the extent to which COVID-19 impacts its business, operations and financial results from this point forward will depend on numerous evolving factors that the Company cannot accurately predict. Those factors include the following: the duration and scope of the pandemic; governmental, business and individuals’ actions that have been and continue to be taken in response to the pandemic; and the distribution of testing and a vaccine.

Use of Estimates

The accompanying Unaudited Condensed Consolidated Financial Statements are prepared in accordance with accounting principles generally accepted in the United States of America which require management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense. Significant estimates include our ability to continue as a going concern, the recoverability of inventories and long-lived assets, the recoverability of amounts due from officer, the valuation of stock-based compensation and certain debt and derivative liabilities, recognition of loss contingencies and deferred tax valuation allowances. Actual results could differ from those estimates. Changes in facts and circumstances may result in revised estimates, which would be recorded in the period in which they become known.

Revenue from Contracts with Customers

The Company accounts for revenue from contracts with customers in accordance with Financial Accounting Standard Board (“FASB”) Accounting Standard Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). Under ASC Topic 606, revenue recognition has a five-step process: a) Determine whether a contract exists; b) Identify the performance obligations; c) Determine the transaction price; d) Allocate the transaction price; and e) Recognize revenue when (or as) performance obligations are satisfied

Our revenues are primarily derived from customer orders for the purchase of our products. We recognize revenues as performance obligations are fulfilled upon shipment of products. We record revenues net of promotions and discounts. For certain product sales to a distributor, we record revenue including a portion of the cash proceeds that is remitted back to the distributor.

Accounting for Shipping and Handling Costs

We account for shipping and handling as fulfillment activities and record amounts billed to customers as revenue and the related shipping and handling costs as cost of sales.

Accounts Receivable and Allowance for Doubtful Accounts

We grant credit without collateral to our customers based on our evaluation of a particular customer’s credit worthiness. Accounts receivable are due 30 days after the issuance of the invoice. In addition, allowances for doubtful accounts are maintained for potential credit losses based on the age of the accounts receivable and the results of periodic credit evaluations of our customers’ financial condition. Accounts receivable are written off after collection efforts have been deemed to be unsuccessful. Accounts written off as uncollectible are deducted from the allowance for doubtful accounts, while subsequent recoveries are netted against the provision for doubtful accounts expense. We generally do not charge interest on accounts receivable. We use third party payment processors and are required to maintain reserve balances, which are included in accounts receivable.

Accounts receivable are stated at estimated net realizable value. Accounts receivable are comprised of balances due from customers net of estimated allowances for uncollectible accounts. No allowance for doubtful account is deemed to be required at March 31, 2020 and December 31, 2019.

Inventories

Inventories, which are stated at the lower of average cost or net realizable value, consist of packaging materials, finished products, and raw venom that is utilized to make the API (active pharmaceutical ingredient). The raw unprocessed venom has an indefinite life for use. Commencing on October 1, 2019, we classify inventory as short-term or long-term inventory based on timing of when it is expected to be consumed. The Company regularly reviews inventory quantities on hand. If necessary, it records a net realizable value adjustment for excess and obsolete inventory based primarily on its estimates of product demand and production requirements. Write-downs are charged to cost of goods sold. We performed an evaluation of our inventory and related accounts at March 31, 2020 and December 31, 2019, and increased the reserve on supplier advances for future venom purchases included in prepaid expenses and other current assets by $0 and $23,948, respectively. At both March 31, 2020 and December 31, 2019, the total valuation allowance for prepaid venom was $224,859.

Financial Instruments and Concentration of Credit Risk

Our financial instruments include cash, accounts receivable, accounts payable, accrued expenses, loans payable, due to officers and derivative financial instruments. Other than certain warrant and convertible instruments (derivative financial instruments) and liabilities to related parties (for which it was impracticable to estimate fair value due to uncertainty as to when they will be satisfied and a lack of similar type transactions in the marketplace), we believe the carrying values of our financial instruments approximate their fair values because they are short term in nature or payable on demand. Our derivative financial instruments are carried at a measured fair value.

Balances in various cash accounts may at times exceed federally insured limits. We have not experienced any losses in such accounts. We do not hold or issue financial instruments for trading purposes. In addition, for the three months ended March 31, 2020, there was one customer that accounted for 59% of the total revenues. For the three months ended March 31, 2019, there were two customers that accounted for 61% and 17% of the total revenues, respectively. As of March 31, 2020 and December 31, 2019, 100% of the accounts receivable balance are reserves due from two payment processors.

Operating Lease Right-of-Use Asset and Liability

In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842), as amended (“ASC Topic 842”). The new standard establishes a right-of-use (ROU) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months and classify as either operating or finance leases. We adopted this standard effective January 1, 2019 using the modified retrospective approach for all leases entered into before the effective date. Adoption of the ASC Topic 842 had a significant effect on our balance sheet resulting in increased non-current assets and increased current and non-current liabilities. There was no impact to retained earnings upon adoption of the new standard. We did not have any finance leases (formerly referred to as capital leases prior to the adoption of ASC Topic 842), therefore there was no change in accounting treatment required.

The Company elected the package of practical expedients as permitted under the transition guidance, which allowed us: (1) to carry forward the historical lease classification; (2) not to reassess whether expired or existing contracts are or contain leases; and, (3) not to reassess the treatment of initial direct costs for existing leases.

In accordance with ASC Topic 842, at the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present and the classification of the lease including whether the contract involves the use of a distinct identified asset, whether we obtain the right to substantially all the economic benefit from the use of the asset, and whether we have the right to direct the use of the asset. Leases with a term greater than one year are recognized on the balance sheet as ROU assets, lease liabilities and, if applicable, long-term lease liabilities. The Company has elected not to recognize on the balance sheet leases with terms of one year or less under practical expedient in paragraph ASC 842-20-25-2.

Lease liabilities and their corresponding ROU assets are recorded based on the present value of lease payments over the expected lease term. The implicit rate within our operating leases are generally not determinable and, therefore, the Company uses the incremental borrowing rate at the lease commencement date to determine the present value of lease payments. The determination of the Company’s incremental borrowing rate requires judgment. The Company determines the incremental borrowing rate for each lease using our estimated borrowing rate.

Derivative Financial Instruments

Management evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income. For option-based simple derivative financial instruments, the Company uses the Black-Scholes option-pricing model to value the derivative instruments at inception and subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date.

We do not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks.

Convertible Debt

For convertible debt that does not contain an embedded derivative that requires bifurcation, the conversion feature is evaluated to determine if the rate of conversion is below market value and should be categorized as a beneficial conversion feature (“BCF”). A BCF related to debt is recorded by the Company as a debt discount and with the offset recorded to equity. The related convertible debt is recorded net of the discount for the BCF. The discount is amortized as additional interest expense over the term of the debt with the resulting debt discount being accreted over the term of the note.

The Fair Value Measurement Option

We have elected the fair value measurement option for convertible debt with embedded derivatives that require bifurcation, and record the entire hybrid financing instrument at fair value under the guidance of ASC Topic 815, Derivatives and Hedging (“ASC Topic 815”). The Company reports interest expense, including accrued interest, related to this convertible debt under the fair value option, within the change in fair value of convertible notes and derivatives in the accompanying consolidated statement of operations.

Derivative Accounting for Convertible Debt and Options and Warrants

The Company evaluated the terms and conditions of the convertible debt under the guidance of ASC Topic 815, Derivatives and Hedging. The conversion terms of some of the convertible notes are variable based on certain factors, such as the future price of the Company’s common stock. The number of shares of common stock to be issued is based on the future price of the Company’s common stock. The number of shares of common stock issuable upon conversion of the debt is indeterminate. Due to the fact that the number of shares of common stock issuable could exceed the Company’s authorized share limit, the equity environment is tainted, and all additional convertible debt and options and warrants are included in the value of the derivative liabilities. Pursuant to ASC 815-15, Embedded Derivatives, the fair values of the convertible debt, options and warrants and shares to be issued were recorded as derivative liabilities on the issuance date and revalued at each reporting period.

Property and Equipment

Property and equipment is recorded at cost. Expenditures for major improvements and additions are added to property and equipment, while replacements, maintenance and repairs which do not extend the useful lives are expensed. Depreciation is computed using the straight-line method over the estimated useful lives of the assets of 3 – 7 years.

Long-Lived Assets

The carrying value of long-lived assets is reviewed annually and on a regular basis for the existence of facts and circumstances that may suggest impairment. If indicators of impairment are present, we determine whether the sum of the estimated undiscounted future cash flows attributable to the long-lived asset in question is less than its carrying amount. If less, we measure the amount of the impairment based on the amount that the carrying value of the impaired asset exceeds the discounted cash flows expected to result from the use and eventual disposal of the impaired assets.

Income Taxes

The Company recorded no income tax expense for the three months ended March 31, 2020 and 2019 because the estimated annual effective tax rate was zero. As of March 31, 2020, the Company continues to provide a valuation allowance against its net deferred tax assets since the Company believes it is more likely than not that its deferred tax assets will not be realized.

Stock-Based Compensation

We account for stock-based compensation in accordance with FASB ASC Topic 718, Stock Compensation (“ASC Topic 718”). ASC Topic 718, which requires that the cost resulting from all share-based transactions be recorded in the financial statements over the respective service periods. It establishes fair value as the measurement objective in accounting for share-based payment arrangements and requires all entities to apply a fair-value-based measurement in accounting for share-based payment transactions with employees. The statement also establishes fair value as the measurement objective for transactions in which an entity acquires goods or services from non-employees in share-based payment transactions.

Net Income (Loss) Per Share

Net income (loss) per share is calculated in accordance with FASB ASC Topic 260, Earnings per Share. Basic income (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted income (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares and dilutive common stock equivalents outstanding. During periods in which we incur losses, common stock equivalents, if any, are not considered, as their effect would be anti-dilutive or have no effect on earnings per share. Any common shares issued as of a result of the exercise of conversion options and warrants would come from newly issued common shares from our remaining authorized shares.

	Three Months Ended
	March 31,
	2020			2019
Basic and diluted numerator:
Net income (loss) - basic	$	2,183,044		$	(400,443	)
Effect of dilutive securities:
Change in fair value of convertible notes		(2,854,140	)		-
Interest on convertible debt		8,735			-
Net loss - diluted	$	(662,361	)	$	(400,443	)
Basic and diluted denominator:
Weighted-average common shares outstanding - basic		6,272,328,529			4,112,446,110
Effect of dilutive securities:
Convertible debt		6,020,875,493			-
Weighted-average common shares outstanding - diluted (1)		12,293,204,022			4,112,446,110
Net income (loss) per share - basic and diluted	$	(0.00	)	$	(0.00	)

(1) Includes potential common shares that are in excess of authorized shares.

As of March 31, 2020 and 2019, the following items were not included in dilutive loss as the effect is anti-dilutive:

	March 31, 2020		March 31, 2019
Options and warrants		46,500,000		122,600,000
Convertible notes payable at fair value		-		6,972,376,110
Convertible notes payable		-		1,237,780,833
Total		46,500,000		8,332,756,943

Recent Accounting Pronouncements

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, and does not believe that it will have a material effect on the accompanying consolidated financial statements.

In August 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies and clarifies certain calculation and presentation matters related to convertible and equity and debt instruments. Specifically, ASU-2020-06 removes requirements to separately account for conversion features as a derivative under ASC Topic 815 and removing the requirement to account for beneficial conversion features on such instruments. Accounting Standards Update 2020-06 also provides clearer guidance surrounding disclosure of such instruments and provides specific guidance for how such instruments are to be incorporated in the calculation of Diluted EPS. The guidance under ASU 2020-06 is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. The Company will adopt this standard using a modified retrospective approach effective January 1, 2022. The Company is currently evaluating the impact of this standard, and does not believe that it will have a material effect on the accompanying consolidated financial statements.

All other newly issued accounting pronouncements but not yet effective have been deemed either immaterial or not applicable. 

XML

Fair Value Measurements

3 Months Ended

Mar. 31, 2020

Fair Value Disclosures [Abstract]

Fair Value Measurements

2. FAIR VALUE MEASUREMENTS

Certain assets and liabilities that are measured at fair value on a recurring basis at March 31, 2020 and December 31, 2019 are measured in accordance with FASB ASC Topic 820-10-05, Fair Value Measurements. FASB ASC Topic 820-10-05 defines fair value, establishes a framework for measuring fair value and expands the disclosure requirements regarding fair value measurements for financial assets and liabilities as well as for non-financial assets and liabilities that are recognized or disclosed at fair value on a recurring basis in the financial statements.

The statement requires fair value measurement be classified and disclosed in one of the following three categories:

Level 1:	Unadjusted quoted prices in active markets that are accessible at the measurement date for identical unrestricted assets or liabilities;
Level 2:	Quoted prices in markets that are not active or inputs which are observable either directly or indirectly for substantially the full term of the asset or liability; and
Level 3:	Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e. supported by little or no market activity).

The following table summarizes our financial instruments measured at fair value at March 31, 2020 and December 31, 2019:

	Fair Value Measurements at March 31, 2020
Liabilities:	Total		Level 1		Level 2		Level 3
Warrant liability	$	866	$	-	$	-	$	866
Derivative liabilities	$	1,145,655	$	-	$	-	$	1,145,655
Convertible notes at fair value	$	2,562,049	$	-	$	-	$	2,562,049

	Fair Value Measurements at December 31, 2019
Liabilities:	Total		Level 1		Level 2		Level 3
Warrant liability	$	1,411	$	-	$	-	$	1,411
Derivative liabilities	$	834,457	$	-	$	-	$	834,457
Convertible notes at fair value	$	5,814,047	$	-	$	-	$	5,814,047

The following table shows the changes in fair value measurements for the warrant liability using significant unobservable inputs (Level 3) during the three months ended March 31, 2020 and the year ended December 31, 2019:

Description	March 31, 2020			December 31, 2019
Beginning balance	$	1,411		$	1,468
Total gain included in earnings (1)		(545	)		(57	)
Ending balance	$	866		$	1,411

(1) The gain related to the revaluation of our warrant liability is included in “Change in fair value of convertible notes and derivatives” in the accompanying consolidated statement of operations.

We valued our warrants using a Dilution-Adjusted Black-Scholes Model. Assumptions used include (1) 0.17% to 1.59% risk-free rate, (2) warrant life is the remaining contractual life of the warrants, (3) expected volatility of 320%-348% (4) zero expected dividends (5) exercise price set forth in the agreements (6) common stock price of the underlying share on the valuation date, and (7) number of shares to be issued if the instrument is converted.

We valued derivative liabilities using the number of potential convertible shares for warrants in equity and convertible notes with fixed conversion price that are recorded at amortized cost times the closing stock price of our restricted common stock at March 31, 2020. These derivative liabilities are recorded due to the fact that the number of shares of common stock issuable could exceed the Company’s authorized share limit and the equity environment is tainted, and therefore all convertible debt and options and warrants should be accounted for as liabilities.

The following table summarizes assumptions and the significant terms of the convertible notes for which the entire hybrid instrument is recorded at fair value at March 31, 2020 and December 31, 2019:

						Conversion Price - Lower of Fixed Price or Percentage of VWAP for Look-back Period
Debenture	Face Amount		Interest Rate	Default Interest Rate	Discount Rate	Anti-Dilution Adjusted Price	% of stock price for look-back period	Look-back Period
March 31, 2020	$	1,084,629	8%-10%	20%-24%	N/A	$0.00030-$0.00040	50%-60%	3 to 25 Days
December 31, 2019	$	1,244,204	8%-10%	20%-24%	N/A	$0.00010-$0.000293	50%-60%	3 to 25 Days

Using the stated assumptions summarized in table above, we calculated the inception date and reporting period fair values of each note issued. The following table shows the changes in fair value measurements for the convertible notes at fair value using significant unobservable inputs (Level 3) during the three months ended March 31, 2020 and the year ended December 31, 2019:

Description	March 31, 2020			December 31, 2019
Beginning balance	$	5,814,047		$	1,156,341
Purchases and issuances		15,425			688,274
Day one loss on value of hybrid instrument (1)		18,181			926,109
(Gain) loss from change in fair value (1)		(2,871,776	)		3,423,935
Debt discount		11,172			(22,344	)
Settlement through issuance of common stock		-			(83,268
Conversion to common stock		(425,000	)		(275,000	)
Ending balance	$	2,562,049		$	5,814,047

(1) The (gains) losses related to the valuation of the convertible notes are included in “Change in fair value of convertible notes and derivatives” in the accompanying consolidated statement of operations.

XML

Inventories

3 Months Ended

Mar. 31, 2020

Inventory Disclosure [Abstract]

Inventories

3. INVENTORIES

Inventories are valued at the lower of cost or net realizable value on an average cost basis. At March 31, 2020 and December 31, 2019, inventories were as follows:

	March 31, 2020			December 31, 2019
Raw Materials	$	65,568		$	52,183
Finished Goods		6,624			8,177
Total Inventories		72,192			60,360
Less: Long-term inventory		(65,568	)		(52,183	)
Current portion	$	6,624		$	8,177

XML

Property and Equipment

3 Months Ended

Mar. 31, 2020

Property, Plant and Equipment [Abstract]

Property and Equipment

4. PROPERTY AND EQUIPMENT

Property and equipment consists of the following at March 31, 2020 and December 31, 2019:

	March 31, 2020			December 31, 2019
Computer equipment	$	25,120		$	25,120
Furniture and fixtures		34,757			34,757
Lab equipment		53,711			53,711
Telephone equipment		12,421			12,421
Office equipment – other		16,856			16,856
Leasehold improvements		73,168			73,168
Total		216,033			216,033
Less: Accumulated depreciation		(209,982	)		(209,270	)
Property and equipment, net	$	6,051		$	6,763

We review our long-lived assets for recoverability if events or changes in circumstances indicate the assets may be impaired. At March 31, 2020, we believe the carrying values of our long-lived assets are recoverable. Depreciation expense for the three months ended March 31, 2020 and 2019 was $712 and $1,105, respectively.

XML

Due To/From Officer

3 Months Ended

Mar. 31, 2020

Related Party Transactions [Abstract]

Due to/from Officer

5. DUE TO/FROM OFFICER

At March 31, 2020, the balance due to our President and CEO, Rik Deitsch, is $199,290, which is an unsecured demand loan that bears interest at 4%. During the three months ended March 31, 2020, we advanced $4,200 to and collected $118,500 from Mr. Deitsch and the companies owned by him. Additionally, accrued interest on the demand loan was $1,678 and is included in the due to officer account. The Company has fully reserved receivables from companies owned by the Company’s CEO. The reserve was $524,970 and $564,470 as of March 31, 2020 and December 31, 2019, which represents a full valuation allowance for amounts owed by these companies. For the three months ended March 31, 2020 and 2019, we recorded a bad debt recovery of $39,500 and $0, respectively.

At December 31, 2019, the balance due to our President and CEO, Rik Deitsch, is $122,812, which is an unsecured demand loan that bears interest at 4%. During the year ended December 31, 2019, we advanced $134,015 to and collected $5,000 from Mr. Deitsch and the companies owned by him. Additionally, accrued interest on the demand loan was $6,330 and is included in the due to officer account.

XML

Debts

3 Months Ended

Mar. 31, 2020

Debt Disclosure [Abstract]

Debts

6. DEBTS

Debts consist of the following at March 31, 2020 and December 31, 2019:

	March 31, 2020			December 31, 2019
Note payable– Related Party (1)	$	14,400		$	14,400
Notes payable – Unrelated third parties (Net of discount of $19,947 and $8,921, respectively) (2)		1,394,693			1,385,163
Convertible notes payable – Unrelated third parties (Net of discount of $15,893 and $17,370, respectively) (3)		899,407			872,256
Convertible notes payable, at fair value (Net of discount of $11,172 and $22,344, respectively) (4)		2,562,049			5,814,047
Other advances from an unrelated third party (5)		200,000			175,000
Ending balances		5,070,549			8,260,866
Less: Long-term portion-Convertible Notes payable-Unrelated third parties		(225,597	)		(907,912	)
Current portion	$	4,844,952		$	7,352,954

(1)	During 2010 we borrowed $200,000 from one of our directors. Under the terms of the loan agreement, this loan was expected to be repaid in nine months to a year from the date of the loan along with interest calculated at 10% for the first month plus 12% after 30 days from funding. We are in default regarding this loan. The loan is under personal guarantee by Mr. Deitsch. We repaid principal balance in full as of December 31, 2016. At March 31, 2020 and December 31, 2019, we owed this director accrued interest of $164,276 and $159,555, respectively. The interest expense for the three months ended March 31, 2020 and 2019 was $4,721 and $4,196, respectively.
	In December 2017, we issued a promissory note to a related party in the amount of $12,000 with original issuance discount of $2,000. The note was amended in December 2018 with original issuance discount of $2,400 and was due in twelve months from the execution and funding of the note. At March 31, 2020 and December 31, 2019, the principal balance of the loan is $14,400. The Note was settled in June 2020.
(2)	At March 31, 2020 and December 31, 2019, the balance of $1,394,693 and $1,385,163 net of discount of $19,947 and $8,921, respectively, consisted of the following loans:

● In August 2016, we issued two Promissory Notes for a total of $200,000 ($100,000 each) to a company owned by a former director of the Company. The notes carry interest at 12% annually and were due on the date that was six-months from the execution and funding of the note. Upon default in February 2017, the Notes became convertible at $0.008 per share. During March 2017, we repaid principal balance of $6,365. During April 2017, the Notes with accrued interest were restated. The restated principal balance of $201,818 bears interest at 12% annually and was due October 12, 2017. During June 2017, we repaid principal balance of $8,844. The loan was reclassified to notes payable – unrelated third parties after the director resigned in March 2018. At December 31, 2018, we owed principal balance of $192,974, and accrued interest of $40,033. The principal balance of $101,818 and accrued interest of $21,023 were settled on February 15, 2019 for $104,000 with scheduled payments through May 1, 2020. During the first quarter of 2020, the settlement was amended to $88,500. We recorded a gain on settlement of debt in other income for $15,500 and $18,841 during the three months ended March 31, 2020 and 2019, respectively. The Company repaid $13,500 during the year ended December 31, 2019. Additionally, $22,500 was repaid during the three months ended March 31, 2020. At March 31, 2020 and December 31, 2019, we owed principal balance of $143,656 and $160,633, and accrued interest of $32,676 and $50,971, respectively. $52,500 of the balance owed was repaid in full through November 2020. The remaining principal balance of $91,156 and accrued interest of $32,676 is being disputed in court and negotiation for settlement (See Note 12).

● On August 2, 2011 under a settlement agreement with Liquid Packaging Resources, Inc. (“LPR”), we agreed to pay LPR a total of $350,000 in monthly installments of $50,000 beginning August 15, 2011 and ending on February 15, 2012. This settlement amount was recorded as general and administrative expenses on the date of the settlement. We did not make the December 2011 or January 2012 payments and on January 26, 2012, we signed the first amendment to the settlement agreement where we agreed to pay $175,000, which was the balance outstanding at December 31, 2011(this includes a $25,000 penalty for non-payment). We repaid $25,000 during the three months ended March 31, 2012. We did not make all of the payments under such amendment and as a result pursuant to the original settlement agreement, LPR had the right to sell 142,858 shares (5,714,326 shares pre reverse stock split) of our free trading stock held in escrow by their attorney and receive cash settlements for a total amount of $450,000 (the initial $350,000 plus total default penalties of $100,000). The $100,000 penalty was expensed during 2012. LPR sold the note to Southridge Partners, LLP (“Southridge”) for consideration of $281,772 in June 2012. In August 2013 the debt of $281,772 reverted back to LPR.

● At December 31, 2012, we owed University Centre West Ltd. approximately $55,410 for rent, which was assigned and sold to Southridge, and it is currently outstanding and carries no interest.

● In April 2016, we issued a promissory note to an unrelated third party in the amount of $10,000 bearing interest at 10% annually. The note was due in one year from the execution and funding of the note. The note is in default and negotiation of settlement. At March 31, 2020 and December 31, 2019, the accrued interest is $4,006 and $3,755, respectively.

● In May 2016, the Company issued a promissory note to an unrelated third party in the amount of $75,000 bearing monthly interest at a rate of 2%. The note was due in six months from the execution and funding of the note. During April 2017, we accepted the offer of a settlement to issue 5,000,000 common shares as a repayment of $25,000. The note is in default and in negotiation of settlement. At March 31, 2020 and December 31, 2019, the outstanding principal balance is $50,000 and accrued interest is $53,001 and $49,967, respectively.

● In June 2016, the Company issued a promissory note to an unrelated third party in the amount of $50,000 bearing monthly interest at a rate of 2%. The note was due in six months from the execution and funding of the note. The note is in default and negotiation of settlement. At March 31, 2020 and December 31, 2019, the outstanding principal balance is $50,000 and accrued interest is $46,200 and $43,166, respectively.

● In August 2016, we issued a promissory note to an unrelated third party in the amount of $150,000 bearing monthly interest at a rate of 2.5%. The note was due in six months from the execution and funding of the note. During April 2017, the note with accrued interest was restated. The restated principal balance of $180,250 bears monthly interest at a rate of 2.5% and was due October 20, 2017. During January 2018, the note with accrued interest was restated. The restated principal balance of $220,506 bears monthly interest at a rate of 2.5% and was due July 12, 2018. In connection with this restated note, we issued 2,000,000 shares of our restricted common stock. We recorded a debt discount in the amount of $2,765 to reflect the value of the common stock as a reduction to the carrying amount of the debt and a corresponding increase to common stock and additional paid-in capital. Amortization for the debt discount for the year ended December 31, 2018 was $2,765. During July 2018, we issued 5,000,000 restricted shares due to the default on repayment of the promissory note of $220,506 restated in January 2018. The shares were valued at fair value of $5,500. During December 2018, the note with accrued interest was restated. The restated principal balance of $282,983 bears monthly interest at a rate of 2.0% and was due June 17, 2019. In connection with this restated note, we issued 10,000,000 shares of our restricted common stock. We recorded a debt discount in the amount of $3,945 to reflect the value of the common stock as a reduction to the carrying amount of the debt and a corresponding increase to common stock and additional paid-in capital. Amortization for this debt discount for the years ended December 31, 2019 and 2018 was $3,616 and $329, respectively. During September 2019, the notes of $282,983 plus accrued interest amended in December 2018 were restated. The restated principal balance of $333,543 were due September 2020. In connection with this restated note, we issued 20,000,000 shares of our common stock. The common stock was valued at $5,895 and recorded as a debt discount that was amortized over the life of the note. Amortization for this debt discount for the year ended December 31, 2019 was $1,474 and debt discount at December 31, 2019 is $4,421. Amortization for this debt discount for the three months ended March 31, 2020 was $1,474 and debt discount at March 31, 2020 is $2,947. The Note is in default and negotiation of settlement. At March 31, 2020 and December 31, 2019, the principal balance is $333,543, and the accrued interest is $45,362 and $25,127, respectively.

● On September 26, 2016, we issued a promissory note to an unrelated third party in the amount of $75,000 bearing interest at 10% annually. The note was due in one year from the execution and funding of the note. In March 2018, $15,000 of the principal balance of the note was assigned to an unrelated third party and is in negotiation of settlement. In January 2019, the remaining principal balance of $60,000 and accrued interest of $15,900 was restated in the form of a Convertible Note (See Note 6(4)). At March 31, 2020 and December 31, 2019, the principal balance outstanding is $15,000, and the accrued interest is $1,371.

● In October 2016, we issued a promissory note to an unrelated third party in the amount of $50,000 bearing monthly interest at a rate of 2%. The note was due in six months from the execution and funding of the note. The note is in default and in negotiation of settlement. At March 31, 2020 and December 31, 2019, the accrued interest is $42,500 and $39,466, respectively.

● In June 2017, we issued a promissory note to an unrelated third party in the amount of $12,500 bearing interest at 10% annually. The note was due in one year from the execution and funding of the note. The note is in default and in negotiation of settlement. At March 31, 2020 and December 31, 2019, the accrued interest is $3,528 and $3,212, respectively.

● During July 2017, we received a loan for a total of $200,000 from an unrelated third party. The loan was repaid through scheduled payments through August 2017 along with interest on average 15% annum. We have recorded loan costs in the amount of $5,500 for the loan origination fees paid at inception date. The debt discount was fully amortized as of December 31, 2018. During June 2018, the loan was settled with two unrelated third parties for $130,401 and $40,000, respectively, with the monthly scheduled repayments of approximately $5,000 and $2,000 per month to each unrelated party through July 2020. We recorded a gain on settlement of debt in other income for $20,927 in June 2018. The Company repaid a total of $34,976 and $42,698 during 2018 and 2019, respectively. The Company repaid $12,694 during the three months ended March 31, 2020. At March 31, 2020 and December 31, 2019, the principal balance is $80,034 and $92,728, respectively. The portion of settlement of $130,401 was repaid in full in April 2021. The remaining balance of $33,874 is in default and negotiation of settlement.

● In July 2017, we issued a promissory note to an unrelated third party in the amount of $50,000 with original issue discount of $10,000. The note was due in six months from the execution and funding of the note. The original issuance discount was fully amortized as of March 31, 2018. The note is in default and in negotiation of settlement. At March 31, 2020 and December 31, 2019, the principal balance of the note is $50,000.

● In September 2017, we issued a promissory note to an unrelated third party in the amount of $36,000 with original issue discount of $6,000. During September 2018 and 2019, the Note was amended with original issuance discount of $6,000 due in September 2019 and 2020. The Note was further restated in September 2020. The restated principal balance was $33,000 with the original issuance discount of $3,000 and was due March 2021. The original issue discount is amortized over the term of the loan. Amortization for the debt discount for the years ended 2019 and 2018 was $7,500 and $4,000, respectively. Repayments of $1,500, $7,000 and $5,000 have been made during 2017, 2018 and 2019, respectively. Additionally, repayment of $2,000 was made during the three months ended March 31, 2020. The Note is under personal guarantee by Mr. Deitsch. At March 31, 2020 and December 31, 2019, the principal balance of the note is $29,500 and $30,000, net of debt discount of $3,000 and $4,500, respectively. During March 2021, the remaining balance of $30,000 was sold to an unrelated third party in the form of a convertible note at a fixed conversion price of $0.01 per share. The new note carries interest at 12% with scheduled monthly payments of $1,000 beginning in April 2021 through March 2024.

● In October 2017, we issued a promissory note to an unrelated third party in the amount of $50,000 with original issuance discount of $10,000. The note was due in six months from the execution and funding of the note. In connection with the issuance of this promissory note, we issued 5,000,000 shares of our restricted common stock. We recorded a debt discount in the amount of $3,200 to reflect the value of the common stock as a reduction to the carrying amount of the debt and a corresponding increase to common stock and additional paid-in capital. At December 31, 2017, the principal balance of the note is $60,000. Debt discount and original issuance discount were fully amortized as of December 31, 2018. During April 2018, we issued a total of 1,000,000 restricted shares to a Note holder due to the default on repayment. The shares were valued at fair value of $1,700. During April 2018, the Note was restated in the amount of $60,000 including the original issuance discount of $10,000 due October 2018. In connection with this restated note, we issued 5,000,000 shares of our restricted common stock. We recorded a debt discount in the amount of $8,678 to reflect the value of the common stock as a reduction to the carrying amount of the debt and a corresponding increase to common stock and additional paid-in capital. The debt discount and original issuance discount for a total of $18,678 have been fully amortized as of December 31, 2018. During November 2018, the Note was restated in the amount of $60,000 including the original issuance discount of $10,000 due May 2019. In connection with this restated note, we issued 5,000,000 shares of our restricted common stock. We recorded a debt discount in the amount of $2,381 to reflect the value of the common stock as a reduction to the carrying amount of the debt and a corresponding increase to common stock and additional paid-in capital. Pursuant to the restatement of the Note, the Company agreed that the original issuance discount of $10,000 from the April 2018 Note would be paid to the lender upon execution of restated Note in November 2018. The settlement agreement executed in December 2018 provides that 10,000,000 shares are issued due to the late payment. The shares were valued at $3,000. During July 2019, payment of original issuance discount of $10,000 was made. During September 2019, we issued additional 10,000,000 restricted shares due to the late payment of the original issuance discount of $10,000. The shares were valued at fair value of $4,000. The restated Note in November 2018 and prior notes are all under personal guarantee by Mr. Deitsch. Amortization of debt discount and original issuance discount for the three months ended March 31, 2020 and 2019 was $0 and $4,127, respectively, for the restated Note in November 2018. The total debt discounts of $12,381 were fully amortized as of June 30, 2019. As of December 31, 2019, the amount due is $60,000. During January 2020, the Note of $60,000 and the Note of $76,076 (See Note 6(3)) plus accrued interest of $12,149 were combined and restated at a rate of 2.0% monthly due July 2020. At March 31, 2020, the restated principal balance and accrued interest was $148,225 and $7,710, respectively. The principal balance plus accrued interest was further restated in July 2020 and February 2021 and is due in August 2021(See Note 12).

● In November 2017, we issued a promissory note to an unrelated third party in the amount of $120,000 with original issuance discount of $20,000. The note was due in six months from the execution and funding of the note. In connection with the issuance of this promissory note, we issued 10,000,000 shares of our restricted common stock. We recorded a debt discount in the amount of $5,600 to reflect the value of the common stock as a reduction to the carrying amount of the debt and a corresponding increase to common stock and additional paid-in capital. The debt discounts were fully amortized as of December 31, 2018. 1,500,000 shares of common stocks were issued due to the default of repayments with a fair value of $2,250 in May 2018. During March 2020, $50,000 of the Note of $120,000 with original issuance discount of $20,000 originated in November 2017 was settled for 125,000,000 shares with a fair value of $87,500. We recorded a loss on settlement in other expense for $37,500 (See Note 7). An additional 46,000,000 shares with a fair value of $32,200 were issued due to the default on repayment of the promissory note. The remaining balance of $70,000 was restated with additional issuance discount of $14,000. The $84,000 due in September 2020 is in default and negotiation of further settlement. At March 31, 2020 and December 31, 2019, the principal balance of the loan is $70,000 and $120,000, net of discount of $14,000 and $0, respectively.

● In November 2017, we issued a promissory note to an unrelated third party in the amount of $18,000 with original issuance discount of $3,000. The note was due in six months from the execution and funding of the note. In connection with the issuance of this promissory note, we issued 5,000,000 shares of our restricted common stock. We recorded a debt discount in the amount of $2,900 to reflect the value of the common stock as a reduction to the carrying amount of the debt and a corresponding increase to common stock and additional paid-in capital. The debt discounts were fully amortized as of December 31, 2018. The note is in default and in negotiation of settlement. In September 2018, 7,000,000 shares of common stock were issued due to the default of repayments with a fair value of $5,600. At March 31, 2020 and December 31, 2019, the principal balance of the note is $18,000 and the accrued interest is $2,000.

(3) At March 31, 2020 and December 31, 2019, the balance of $899,407 and $872,256 net of discount of $15,893 and $17,370, respectively, consisted of the following convertible loans:

● During July 2016, we issued a convertible note to an unrelated third party in the amount of $50,000 bearing monthly interest at a rate of 2.0% and convertible at $0.05 per share. During January 2017, the Note was restated with principal amount of $56,567 bearing monthly interest rate of 2.5%. The New Note of $56,567 was due on July 26, 2017 and convertible at $0.05 per share. During February 2018, the Notes with accrued interest of $65,600 was restated. The restated principal balance of $65,600 bears monthly interest at a rate of 2.5% and was due August 14, 2018. In connection with this restated note, we issued 1,000,000 shares of our restricted common stock. We recorded a debt discount in the amount of $4,035 to reflect the value of the common stock as a reduction to the carrying amount of the debt and a corresponding increase to common stock and additional paid-in capital. The debt discount was fully amortized as of December 31, 2018. During August 2018, the Notes with accrued interest of $10,476 were restated. The restated principal balance of $76,076 bears monthly interest at a rate of 2.5% and was due February 2019. In connection with this restated note, we issued 5,000,000 shares of our restricted common stock. We recorded a debt discount in the amount of $3,800 to reflect the value of the common stock as a reduction to the carrying amount of the debt and a corresponding increase to common stock and additional paid-in capital. Amortization of debt discount of $2,850 has been recorded as of December 31, 2018. The remaining debt discount of $950 was fully amortized during the three months ended March 31, 2019. The note is under personal guarantee by Mr. Deitsch. At December 31, 2019, the convertible note payable was recorded at $76,076 with accrued interest of $12,149. During January 2020, this Note and the Note of $60,000 amended in November 2018(See Note 6(2)) were combined and restated with principal balance of $148,225(See Note 12).

● In October 2017, we issued a promissory note to an unrelated third party in the amount of $60,000 with original issuance discount of $10,000 and a conversion option. The note was due in six months from the execution and funding of the note. In connection with the issuance of this promissory note, we issued 5,000,000 shares of our restricted common stock. We recorded a debt discount in the amount of $3,300 to reflect the value of the common stock as a reduction to the carrying amount of the debt and a corresponding increase to common stock and additional paid-in capital. The debt discounts were fully amortized as of December 31, 2018. The loan is in default and in negotiation of settlement. In April 2018, 1,000,000 shares of common stock were issued due to the default of repayments with a fair value of $1,500. At March 31, 2020 and December 31, 2019, the principal balance of the note is $60,000.

● During January through December 2018, we issued convertible notes payable to the 20 unrelated third parties for a total of $618,250 with original issue discount of $62,950. The notes are due in six months from the execution and funding of each note. The notes are convertible into shares of Company’s common stock at a conversion price ranging from $0.0003 to $0.001 per share. The difference between the conversion price and the fair value of the Company’s common stock on the date of issuance of the convertible notes resulted in a beneficial conversion feature in the amount of $249,113. In addition, upon the issuance of convertible notes, the Company issued 10,250,000 shares of common stock. The Company has recorded a debt discount in the amount of $6,542 to reflect the value of the common stock as a reduction to the carrying amount of the convertible debt and a corresponding increase to common stock and additional paid-in capital. The total discount of $255,655 and original issuance discount of $62,950 was amortized over the term of the debt. At December 31, 2018, the principal balance of the notes, net of discount of $28,421 was $589,829.

During February 2019, we issued convertible notes payable of $70,000 with original issuance discount of $5,000. The notes were due in six months from the execution and funding of each note. The notes are convertible into shares of Company’s common stock at a conversion price of $0.0005 per share. During December 2019, $22,000 of the Note was amended to extend the maturity date to June 2020. In connection with the issuance and restatements of the notes, the Company granted the following warrants at an exercise price of $0.001 per share in 2019. The warrants were valued using the Black-Scholes method and recorded as a debt discount that was amortized over the life of the notes. The Notes were further restated in August and October 2020 and are currently in default and in negotiation of settlement.

Month of Issuance	Number of Warrants		Fair Value of Warrants		Month of Expiration
February, 2019		110,000,000	$	8,147	August, 2019
December, 2019		44,000,000	$	7,370	August, 2020

During May 2019, we restated two convertible notes payable with additional original issue discount of $6,400 and issued 6,000,001 shares of common stock with a fair value of $1,800. The two restated notes were due in August 2019 and are in default. The total discount of $8,200 was amortized over the term of the notes.

During November and December 2019, we issued two convertible promissory notes to two unrelated third parties for $159,500 with original issuance discount of $14,500. The notes were due six months from the execution and funding of each note. The Noteholder had the right to convert the note into shares of Common Stock at a fixed conversion price ranging from $0.0002 to$0.000275. The Notes are in default and negotiation of settlement.

During 2019, repayments of $13,500 were made in cash to three of the Notes. Six of the Notes for a total of $87,100 were repaid in stocks as the part of settlement of issuances of 800,000,000 shares of common stocks during December 2019.

Amortization for the year ended December 31, 2019 was $55,222. Additionally, $9,185 was amortized during the three months ended March 31, 2020. At December 31, 2019, the principal balance of the notes, net of discount of $17,370 is $736,180. Two of the above mentioned convertible notes payable for a total of $19,500 was settled in full in March and April 2021(See Note 12).

During the three months ended March 31, 2020, we issued convertible notes payable of $101,750 with original issuance discount of $9,250. Amortization for this discount for the three months ended March 31, 2020 was $1,542. $33,000 of the notes were due in six months from the execution and funding of each note. $68,750 of the notes were due in one year from the execution and funding of each note. The notes are convertible into shares of Company’s common stock at a conversion price ranging from $0.002 to 0.0005 per share. At March 31, 2020, the principal balance of the notes, net of discount of $15,893 is $839,407.

At the date of this report, all of the above mentioned convertible notes payable of $915,300 are in default and in negotiation of settlement.

(4) At March 31, 2020 and December 31, 2019, the balance of $2,562,049 and $5,814,047 net of discount of $11,172 and $22,344, respectively, consisted of the following convertible loans:

●	On March 28, 2016, we signed an expansion agreement with Brewer and Associates Consulting, LLC (“B+A”) to the original consulting agreement dated on October 15, 2015 for consulting services for twelve months for a monthly fee of $7,000. To relieve our cash obligation of $36,000 per original agreement, we issued three convertible notes for a total of $120,000 which includes the fees due under the original agreement and the new monthly fees due under the expansion agreement. The $40,000 and $60,000 of the Notes were paid in full as of December 31, 2016 and December 31, 2017, respectively. The remaining balance of $20,000 Notes is in default and negotiation of settlement. The conversion price is equal to 55% of the average of the three lowest volume weighted average prices for the three consecutive trading days immediately prior to but not including the conversion date. At March 31, 2020 and December 31, 2019, the convertible notes payable with principal balance of $20,000, at fair value, were recorded at $50,687 and $56,373, respectively.
●	During May 2017, we issued a Convertible Debenture in the amount of $64,000 to an unrelated third party. The note carries interest at 8% and was due on May 4, 2018, unless previously converted into shares of restricted common stock. We have accrued interest at default interest rate of 20% after the note’s maturity date. The Note holder has the right to convert the note into shares of Common Stock at a sixty percent (60%) of the lowest trading price of our restricted common stock for the twenty trading days preceding the conversion date. During November 2017, the Note holder made a conversion of our restricted common stocks satisfying the principal balance of $856 and penalty of $6,400 for a fair value of $21,399. During February 2018, the remaining balance of $63,144 with accrued interest and penalty of $12,442 was assigned and sold to three unrelated third parties. During June 2018, a Note holder made a conversion of 50,670,000 shares of our restricted common stock with a fair value of $70,938 in satisfaction of the balance of $34,060 plus accrued interest of $8,607. During December 2019, the principal balance of $16,752 with accrued interest of $3,232 assigned and sold to a third party was settled as the part of settlement of issuances of 800,000,000 shares of common stocks during December 2019. At March 31, 2020 and December 31, 2019, the remaining principal of $12,629 plus accrued interest of $10,143 and $9,782, at fair value, was recorded at $38,404 and $62,253. The remaining principal balance of the Note is in default.
	All of the convertible notes discussed below are with a single unrelated third party.
●	During December 2016, we issued a Convertible Debenture to an unrelated third party in the amount of $110,000. The note carries interest at 12% and matured on September 8, 2017. Unless previously converted into shares of restricted common stock, the Note holder has the right to convert the note into shares of Common Stock at a sixty percent (60%) of the lowest trading prices of our restricted common stock for the twenty-five trading days preceding the conversion date. During June and July 2017, the Note holder made conversions of a total of 179,800,000 shares of stock satisfying the principal balance of $63,001 and accrued interest for a fair value of $298,575. During February 2018, the remaining balance of $46,999 with accrued interest of $2,820 was assigned and sold to an unrelated third party in the form of a Convertible Redeemable Note. As part of the debt sale, the Company entered into a settlement agreement with the original noteholder for a settlement of a default penalty of the original debt. During February and July, 2018, we issued a total of 105,157,409 shares of our restricted common stock to the original Note holder with a fair value of $147,220. At December 31, 2018, the Company owed additional shares to the original noteholder and recorded an accrual of $32,400 to account for the cost of the shares, and the shares were issued in January 2019.
	The new note of $49,819 carries interest at 8% and was due on February 13, 2019, unless previously converted into shares of restricted common stock. We have increased the outstanding principal due by 10% and accrued interest at default interest rate of 24% after the note’s maturity date. The Noteholder has the right to convert the note into shares of our restricted common stock at sixty percent of the lowest trading price of our restricted common stock for the twenty-five prior trading days including the conversion date. The conversion discount was further decreased to fifty percent due to the default on the Note. During September 2018, the Noteholder made a conversion of 52,244,433 shares of our restricted common stock with a fair value of $37,011 in satisfaction of principal balance of $15,000 and accrued interest in full. At March 31, 2020 and December 31, 2019, the convertible note payable with principal balance of $38,301, at fair value, was recorded at $103,311 and $246,819.
●	During February 2018, we issued a convertible debenture in the amount of $200,000 to an unrelated third party. The note carries interest at 8% and was due in February 2019, unless previously converted into shares of restricted common stock. We have increased the outstanding principal due by 10% and accrued interest at default interest rate of 24% after the note’s maturity date. The Note holder has the right to convert the note into shares of Common Stock at sixty percent of the lowest trading price of our restricted common stock for the twenty-five trading days including the date of receipt of conversion notice. The conversion discount was further decreased to fifty percent due to the default on the Note. In connection with the issuance of the convertible note payable, we recorded a day-one derivative loss of $1,646,242. At March 31, 2020 and December 31, 2019, the convertible note payable with principal balance of $220,000, at fair value, was recorded at $591,197 and $1,412,175. The note carries additional $200,000 “Back-end Note” ($100,000 each) with the same terms as the original note.
●	During April 2018, $65,000 of one of the $100,000 Back-end Note was funded. The note carries interest at 8% and was due in February 2019, unless previously converted into shares of restricted common stock. We have increased the outstanding principal due by 10% and accrued interest at default interest rate of 24% after the note’s maturity date. The Note holder has the right to convert the note into shares of Common Stock at sixty percent of the lowest trading price of our restricted common stock for the twenty-five trading days including the date of receipt of conversion notice. The conversion discount was further decreased to fifty percent due to the default on the Note. In connection with the issuance of the convertible note payable, we recorded a day-one derivative loss of $110,700. At March 31, 2020 and December 31, 2019, the convertible note payable with principal balance of $71,500, at fair value, was recorded at $192,139 and $458,957.

● During March 2018, we issued a convertible debenture in the amount of $60,000 to an unrelated third party. The note carries interest at 8% and was due in March 2019, unless previously converted into shares of restricted common stock. We have increased the outstanding principal due by 10% and accrued interest at default interest rate of 24% after the note’s maturity date. The Note holder has the right to convert the note into shares of Common Stock at sixty percent of the lowest trading price of our restricted common stock for the twenty-five trading days including the date of receipt of conversion notice. The conversion discount was further decreased to fifty percent due to the default on the Note. In connection with the issuance of the convertible note payable, we recorded a day-one derivative loss of $48,418. At March 31, 2020 and December 31, 2019, the convertible note payable with principal balance of $66,000, at fair value, was recorded at $174,930 and $417,576. The note carries an additional “Back-end Note” with the same terms as the original note that enables the lender to lend to us another $60,000.

● During June 2018, the $60,000 Back-end Note was funded. The note carries interest at 8% and was due in March 2019, unless previously converted into shares of restricted common stock. We have increased the outstanding principal due by 10% and accrued interest at default interest rate of 24% after the note’s maturity date. The Note holder has the right to convert the note into shares of Common Stock at sixty percent of the lowest trading price of our restricted common stock for the twenty-five trading days including the date of receipt of conversion notice. The conversion discount was further decreased to fifty percent due to the default on the Note. In connection with the issuance of the convertible note payable, we recorded a day-one derivative loss of $68,067. At March 31, 2020 and December 31, 2019, the convertible note payable with principal balance of $66,000, at fair value, was recorded at $174,929 and $417,577.

● During May 2018, we issued a convertible debenture in the amount of $60,000 to an unrelated third party. The note carries interest at 8% and was due in May 2019, unless previously converted into shares of restricted common stock. We have accrued interest at default interest rate of 24% after the note’s maturity date. The Note holder has the right to convert the note into shares of Common Stock at sixty percent of the lowest trading price of our restricted common stock for the twenty-five trading days including the date of receipt of conversion notice. The conversion discount was further decreased to fifty percent due to the default on the Note. In connection with the issuance of the convertible note payable, we recorded a day-one derivative loss of $59,257. At March 31, 2020 and December 31, 2019, the convertible note payable with principal balance of $60,000, at fair value, was recorded at $154,929 and $369,372.

● During August 2018, we issued a convertible debenture in the amount of $31,500 to an unrelated third party. The note carries interest at 8% and was due in August 2019, unless previously converted into shares of restricted common stock. We have accrued interest at default interest rate of 24% after the note’s maturity date. The Note holder has the right to convert the note into shares of Common Stock at sixty percent of the lowest trading price of our restricted common stock for the twenty-five trading days including the date of receipt of conversion notice. The conversion discount was further decreased to fifty percent due to the default on the Note. In connection with the issuance of the convertible note payable, we recorded a day-one derivative loss of $23,794. At March 31, 2020 and December 31, 2019, the convertible note payable with principal balance of $31,500, at fair value, was recorded at $77,195 and $183,565.

All of the above convertible notes with principal balance of a total of $553,301 including the additional principal increases due to the default terms were settled in October 2020 (See Note 12).

● During July 2018, we issued a convertible debenture in the amount of $50,000 to an unrelated third party. The note carries interest at 8% and was due in July 2019, unless previously converted into shares of restricted common stock. We have accrued interest at default interest rate of 24% after the note’s maturity date. The Note holder has the right to convert the note into shares of Common Stock at fifty-five percent of the average three lowest trading price of our restricted common stock for the fifteen trading days including the date of receipt of conversion notice. In connection with the issuance of the convertible note payable, we recorded a day-one derivative loss of $46,734. At March 31, 2020 and December 31, 2019, the convertible note payable, at fair value, was recorded at $113,546 and $180,176.

● During August 2018, we issued a convertible debenture in the amount of $20,000 to an unrelated third party. The note carries interest at 8% and was due in August 2019, unless previously converted into shares of restricted common stock. We have accrued interest at default interest rate of 24% after the note’s maturity date. The Note holder has the right to convert the note into shares of Common Stock at fifty-five percent of the average three lowest trading price of our restricted common stock for the fifteen trading days including the date of receipt of conversion notice. In connection with the issuance of the convertible note payable, we recorded a day-one derivative loss of $17,829. At March 31, 2020 and December 31, 2019, the convertible note payable, at fair value, was recorded at $44,557 and $70,635.

● During January 2019, the principal balance of $60,000 from a promissory note of $75,000 originated in September 2016 (See Note 6(2)) and accrued interest of $15,900 was restated in the form of a Convertible Note. The new note of $75,900 was due in one year from the restatement of the note. The Noteholder has the right to convert the note into shares of Common Stock at 50% discount to the average trading price of the three lowest closing stock prices for the twenty days prior to the notice of conversion. In connection with the issuance of the convertible note payable, we recorded a day-one derivative loss of $75,900.

	At March 31, 2020 and December 31, 2019, the convertible note payable, at fair value, was recorded at $151,800 and $253,000.
●	During February 2019, we issued a convertible promissory note to an unrelated third party in the amount up to $1,000,000 paid upon tranches. The note is due two years from the execution and funding of the note per tranche. The Noteholder has the right to convert the note into shares of Common Stock at a conversion price of the lower of $0.0005 or 50% discount to the average trading price of the three lowest closing stock prices for the twenty days prior to the notice of conversion. The five tranches of the Note in the amount of $387,799 have been funded as of March 31, 2020. In connection with issuance of the convertible note, the Noteholder agreed to eliminate two outstanding Notes of $27,000 and the accrued interest of $11,412 that were held by the Noteholder’s defunct entities. In connection with the issuance of the convertible note payable, we recorded a day-one derivative loss of $610,210. During May and June 2019, the Note holder made conversions of a total of 750,000,000 shares of stock satisfying the principal balance of $100,000 for a fair value of $275,000. During January and February 2020, the Note holder made conversions of a total of 500,000,000 shares of stock satisfying the principal balance of $175,000 for a fair value of $425,000 (See Note 7). At March 31, 2020, the convertible note payable with principal balance of $112,799, at fair value, was recorded at $225,597. Proceeds in the amount of $128,937 have been funded subsequent to March 31, 2020. During February through June 2021, the Note holder received a total of 240,350,000 shares of our restricted common stock in satisfaction the $120,175 of the Note with a fair value of $2,344,399. The remaining balance of $121,560 is due April 2023.
●	During June 2019, we issued a convertible promissory note to an unrelated third party for $240,000 with original issuance discount of $40,000. The note was due one year from the execution and funding of the notes. In connection with the issuance of this note, we issued 16,000,000 shares of our restricted common stock. The common stock was valued at $4,688 and recorded as a debt discount that was amortized over the life of the note. The Noteholder has the right to convert the note into shares of Common Stock at a conversion price of the lower of $0.0005 or 50% discount to the average trading price of the three lowest closing stock prices for the twenty days prior to the notice of conversion. In connection with the issuance of the convertible note payable, we recorded a day-one derivative loss of $240,000. Amortization for the debt discount for the three months ended March 31, 2020 and 2019 was $11,172 and $0, respectively. At March 31, 2020 and December 31, 2019, the debt discount was $11,172 and $22,344. The convertible note payable, at fair value, was recorded at $480,000 and $800,000. The Note is in default and negotiation of settlement.
(5)	At March 31, 2020 and December 31, 2019, the balance of $200,000 and $175,000, respectively, consisted of the following advances received from a third party: During the periods from May 2019 through February 2020, the Company received a total of $200,000 in deposits from a third party in connection with a Joint Venture proposal. The deposits were considered as payments towards the purchase of equity in the joint venture. The joint venture is currently on hold pending the outcome of the lawsuit with the Securities and Exchange Commission (see Note 11). During May 2020, the Company received an additional total of $25,000 in deposits from this third party in connection with a Joint Venture proposal.

XML

Stockholders' Deficit

3 Months Ended

Mar. 31, 2020

Equity [Abstract]

Stockholders' Deficit

7. STOCKHOLDERS’ DEFICIT

Authorized Shares

On March 7, 2018, we obtained written consents from stockholders holding a majority of our outstanding voting stock to approve an amendment of the Company’s articles of incorporation, as amended, to increase the number of authorized shares of common stock from 2,000,000,000 to 8,000,000,000.

Series A Preferred Stock

Effective October 30, 2017, pursuant to authority of its Board of Directors, the Company filed a Certificate of Determination to authorize the issuance of 20,000,000 shares of stock designated “preferred shares”, issuable from time to time in one or more series and authorize the Board of Directors to fix the number of shares constituting any such series, and to determine or alter the dividend rights, dividend rate, conversion rights, voting rights, right and terms of redemption (including sinking fund provisions), the redemption price or prices and the liquidation preference of any wholly unissued series of such preferred shares, and the number of shares constituting any such series.

Effective October 30, 2017 the Board of Directors authorized the issuance of 3,000,000 shares of Series A Preferred Stock (“Series A Preferred”). Terms of the Series A Preferred include the following:

1.

The Series A Preferred votes with the Company’s common stock as a single class on all matters or consents for the Company’s common stockholders. Each share of Series A Preferred is entitled to one thousand votes per share.

2.

The Series A Preferred will not be entitled to dividends unless the Company pays cash dividends or dividends in other property to holders of outstanding shares of common stock, in which event, each outstanding share of the Series A Preferred will be entitled to receive dividends of cash or property in an amount or value equal to one thousand multiplied by the amount paid in respect of one share of common stock. Any dividend payable to the Series A Preferred will have the same record and payment date and terms as the dividend payable on the common stock.

3.

Upon any voluntary or involuntary liquidation, dissolution or winding up of the Company, the holders of all shares of Series A Preferred then outstanding shall be entitled to be paid out of the assets of the Company available for distribution to its stockholders an amount in cash equal to $0.133 in cash per share before any distribution is made on any shares of the Company’s common stock. If upon any voluntary or involuntary liquidation, dissolution or winding up of the Company, the application of all amounts available for payments with respect to Series A Preferred would not result in payment in full of Series A Preferred, the holders shall share equally and ratably in any distribution of assets of the Company in proportion to the full liquidation preference to which each is entitled.

4.

The Series A Preferred does not have any redemption rights.

Common Stock Issued for Conversion of Convertible Debt

During January and February 2020, the Note holder made conversions of a total of 500,000,000 shares of stock satisfying the principal balance of $175,000 of a Note originated in February 2019 in the amount of up to $1,000,000(See Note 6).

	Number of		Fair Value of
Date	shares converted		Debt Converted
1/21/2020		250,000,000	$	150,000
2/18/2020		250,000,000	$	275,000

Common Stock Issued for Settlement of Debt

During March 2020, $50,000 of the Note of $120,000 with original issuance discount of $20,000 originated in November 2017 was settled for 125,000,000 shares with a fair value of $87,500. We recorded a loss on settlement in other expense for $37,500 (See Note 6).

Common Stock Issued for Debt Modification and Penalty

During January and March 2020, we issued a total of 121,000,000 shares to two Note holders due to the default on repayment of the promissory notes. The shares were valued at fair value of $77,200.

Common Stock Issued for Services

During June 2018, the Company signed an agreement with a consultant for investor relation services for twelve months. In connection with the agreement, 100,000,000 shares of the Company’s restricted common stocks were issued. The shares were valued at $0.0012 per share. The compensation charge of $120,000 has been fully amortized as of June 2019. The Company recorded an equity compensation charge of $0 and $30,000, respectively, during the three months ended March 31, 2020 and 2019.

During April 2019, we signed an agreement with a consultant to provide investor relation services for twelve months. In connection with the agreement, 120,000,000 shares of our restricted common stock were issued. The shares were valued at $24,000. During June 2019, we signed an agreement with a consultant to provide investor relation services for twelve months. In connection with the agreement, 15,000,000 shares of our restricted common stock were issued. The shares were valued at $6,000. The equity compensation charge of $21,500 has been recorded during June through December 2019. $7,500 has been recorded during the three months ended March 31, 2020. The remaining unrecognized compensation cost of $1,000 will be recognized by the Company over the remaining service period.

XML

Stock Warrants

3 Months Ended

Mar. 31, 2020

Share-based Payment Arrangement [Abstract]

Stock Warrants

8. STOCK WARRANTS

Common Stock Warrants

On March 31, 2017, in connection with the issuance of an $80,000 Note, we granted three-year warrants to purchase an aggregate of 6,000,000 shares of our common stock at an exercise price of $0.005 per share. The warrants were valued at their fair value of $0 and $539 using the Black-Scholes method on March 31, 2020 and December 31, 2019. The warrants expired on March 30, 2020.

On March 3, 2016, in connection with the issuance of a convertible note, we granted five-year warrants to purchase an aggregate of 2,500,000 shares of our common stock at an exercise price of $0.03 per share. The warrants were valued at their fair value of $866 and $872 using the Black-Scholes method at March 31, 2020 and December 31, 2019. The warrants expired on March 3, 2021.

On April 4, 2016, in connection with the issuance of convertible notes, we granted three-year warrants to purchase an aggregate of 4,000,000 shares of our common stock at an exercise price of $0.05 per share. The warrants were valued at their fair value of $0 using the Black-Scholes method at December 31, 2018. The warrants expired on April 4, 2019.

During April 2014, the Company issued a total of 100,000 warrants to purchase common stock at an exercise price of $0.025 per share in connection with issuance of a convertible note payable to Coventry. The warrants were valued at their fair value of $0 using the Black-Scholes method at December 31, 2018. The warrants expired on April 9, 2019.

The Company granted the following warrants at an exercise price of $0.001 per share in connection with issuances of three convertible notes payable of $70,000 in February 2019 and amendment of one convertible notes payable of $22,000 in December 2019. The warrants were valued using the Black-Scholes method and recorded as a debt discount and additional paid in capital. No warrants have been exercised.

Month of Issuance	Number of Warrants		Fair Value of Warrants		Month of Expiration
February, 2019		110,000,000	$	8,147	August, 2019
December, 2019		44,000,000	$	7,370	August, 2020

A summary of warrants outstanding in conjunction with private placements of common stock were as follows during the three months ended March 31, 2020 and the year ended December 31, 2019:

	Number Of shares			Weighted average exercise price
Balance December 31, 2018		12,600,000		$	0.026
Exercised		-			-
Issued		154,000,000			0.001
Expired		(114,100,000	)		0.0027
Balance December 31, 2019		52,500,000		$	0.0028
Exercised		-			-
Issued		-			-
Expired		(6,000,000	)		0.005
Balance March 31, 2020		46,500,000		$	0.0026

The following table summarizes information about fixed-price warrants outstanding as of March 31, 2020 and December 31, 2019:

	Exercise Price		Weighted Average Number Outstanding		Weighted Average Contractual Life	Weighted Average Exercise Price
March 31, 2020	$	0.001-0.03		46,500,000	0.42 years	$	0.0026
December 31, 2019	$	0.001-0.03		10,187,671	0.62 years	$	0.0028

At March 31, 2020, the aggregate intrinsic value of all warrants outstanding and expected to vest was $0. The intrinsic value of warrant share is the difference between the fair value of our restricted common stock and the exercise price of such warrant share to the extent it is “in-the-money”. Aggregate intrinsic value represents the value that would have been received by the holders of in-the-money warrants had they exercised their warrants on the last trading day of the year and sold the underlying shares at the closing stock price on such day. The intrinsic value calculation is based on the $0.0006, the closing stock price of our restricted common stock on March 31, 2020. There were no in-the-money warrants at March 31, 2020.

XML

Accrued Expenses

3 Months Ended

Mar. 31, 2020

Payables and Accruals [Abstract]

Accrued Expenses

9. ACCRUED EXPENSES

Accrued expenses consisted of the following:

	March 31, 2020		December 31, 2019
Accrued consulting fees	$	161,550	$	161,550
Accrued settlement expenses		35,000		35,000
Accrued payroll taxes		179,911		167,906
Accrued interest		238,354		231,186
Accrued others		15,459		16,905
Total	$	630,274	$	612,547

XML

Prepaid Expenses

3 Months Ended

Mar. 31, 2020

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Prepaid Expenses

10. PREPAID EXPENSES

Prepaid expenses and other current assets consist of the following:

	March 31, 2020			December 31, 2019
Supplier advances for future purchases	$	224,859		$	224,859
Reserve for supplier advances		(224,859	)		(224,859	)
Net supplier advances		-			-
Prepaid professional fees		20,265			8,650
Deferred stock compensation		1,000			8,500
Total	$	21,265		$	17,150

We performed an evaluation of our inventory and related accounts at March 31, 2020 and December 31, 2019, and increased the reserve on supplier advances for future venom purchases by $0 and $23,948, respectively. At March 31, 2020 and December 31, 2019, the total valuation allowance for prepaid venom is $224,859.

XML

Commitments and Contingencies

3 Months Ended

Mar. 31, 2020

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

11. COMMITMENTS AND CONTINGENCIES

Operating Leases

In February 2016, we entered into our current three-year operating lease for monthly payments of approximately $3,200 which expired in February 2019. The lease is currently month-to-month, thus classified as short-term and not reported on the balance sheet under ASC 842.

ReceptoPharm leases a lab and renewed its operating lease agreement for five years beginning August 1, 2017 for monthly payments of approximately $6,900 with a 5% increase each year.

	March 31,
	2020
Lease cost
Operating lease cost	$	22,255
Short-term lease cost		11,219
Total lease cost	$	33,474
Balance sheet information
Operating ROU Assets	$	200,276
Operating lease obligations, current portion		75,588
Operating lease obligations, non-current portion		123,576
Total operating lease obligations	$	199,164
Weighted average remaining lease term (in years) – operating leases		2.42
Weighted average discount rate-operating leases		8	%
Supplemental cash flow information related to leases were as follows, for the three months ended March 31, 2020:
Cash paid for amounts included in the measurement of operating lease liabilities	$	32,437

Future minimum payments under these lease agreements are as follows:

December 31,	Total
2020(Remaining nine months)	$	66,339
2021		91,379
2022		62,274
Total future lease payments	$	219,992
Less imputed interest		20,828
Total	$	199,164

Consulting Agreements

During July 2015, we signed an agreement with a company to provide for consulting services for five years. In connection with the agreement, 500,000 shares of our restricted common stock and a one year 8% note of $50,000 were granted. The shares were valued at $0.18 per share. As the services provided were in dispute, the shares and note payable have not been issued as of March 31, 2020 and December 31, 2019. We have accrued the $142,500 in accrued expense and equity compensation.

During October 2015, the Company signed an agreement with a consultant for consulting services for a year. In connection with the agreement, 2,500,000 shares of the Company’s restricted common stock were granted and the Company was to make monthly cash payments of $3,000. As of December 31, 2016, the Company recorded an equity compensation charge of $31,750, however, only 1,000,000 of the shares have been issued. As of March 31, 2020 and December 31, 2019, $19,150 has been recorded in accrued expense to account for the 1,500,000 shares of common stock that have not been issued.

Litigation

Paul Reid et al. v. Nutra Pharma Corp. et al.

On August 26, 2016, certain of former ReceptoPharm employees and a former ReceptoPharm consultant filed a lawsuit in the 17th Judicial Circuit in and for Broward County, Florida (Case No. CACE16–015834) against Nutra Pharma and Receptopharm to recover $315,000 allegedly owing to them under a settlement agreement reached in an involuntary bankruptcy action that was brought by the same individuals in 2012 and for payment of unpaid wages/breach of written debt confirms.

On June 24, 2021, the parties entered into a confidential settlement agreement of the lawsuit. Nutra Pharma has fully performed under the settlement and considers the case fully resolved.

Get Credit Healthy, Inc. v. Nutra Pharma Corp. and Rik Deitsch, Case No. CACE 18-017055

On August 1, 2018, Get Credit Healthy, Inc. filed a lawsuit against the Company and Rik Deitsch (collectively the “Defendants”) in the 17th Judicial Circuit Court in and for Broward County, Florida (Case No. CACE 18-017055) to recover $100,000 allegedly owed under an amended promissory note dated April 12, 2017. Counsel for Get Credit Healthy, Inc. requested an early mediation conference in an attempt to resolve our dispute. We agreed to this request, and mediation took place on February 15, 2019. At December 31, 2018, we owed principal balance of $101,818 and accrued interest of $21,023. The lawsuit was settled on February 15, 2019 for $104,000 and was further amended. The repayments were made in full as of November 2020 (See Note 6).

CSA 8411, LLC v. Nutra Pharma Corp., Case No. CACE 18-023150

On October 12, 2018, CSA 8411, LLC filed a lawsuit against the Company in the 17th Judicial Circuit Court in and for Broward County, Florida (Case No. CACE 18-023150) to recover $100,000 allegedly owed under an amended promissory note dated April 12, 2017. On November 1, 2018, the Company filed its Answer and Affirmative Defenses to the Complaint. The Company believes that this lawsuit is without merit. Moreover, the Company believes that it has a number of valid defenses to this claim. Among other things, the owner of CSA 8411, LLC violated the terms of a Binding Memorandum of Understanding by failing to invest in the Company and fraudulently inducing the Company to enter into the subject amended promissory note (contrary to the Get Credit Healthy lawsuit discussed above, we are certain that this individual is the majority owner of CSA 8411, LLC). Opposing counsel reached out to schedule mediation, and mediation was set for June 21, 2019 in Plantation, FL however the mediation was unsuccessful. At March 31, 2020, we owed principal balance of $91,156 and accrued interest of $32,676 (See Note 6) if the defenses and our new claims are deemed to be of no merit.

Defendant also filed affirmative claims against the Plaintiff, its owner Dan Oran and several related entities. The case has not been set for trial as of this date.

Securities and Exchange Commission v. Nutra Pharma Corporation, Erik Deitsch, and Sean Peter McManus

On September 28, 2018, the United States Securities and Exchange Commission (the “SEC”) filed a lawsuit in the United States District Court for the Eastern District of New York (Case No. 2:18-cv-05459) against the Company, Mr. Deitsch, and Mr. McManus. The lawsuit alleges that, from July 2013 through June 2018, the Company and the other defendants’ defrauded investors by making materially false and misleading statements about the Company and violated anti-fraud and other securities laws.

The violations alleged against the Company by the SEC include: (a) raising over $920,000 in at least two private placement offerings for which the Company failed to file required registration statements with the SEC; (b) issuing a series of materially false or misleading press releases; (c) making false statements in at least one Form 10-Q; and (d) failing to make required public filings with the SEC to disclose the Company’s issuance of millions of shares of stock. The lawsuit makes additional allegations against Mr. McManus and Mr. Deitsch, including that Mr. McManus acted as a broker without SEC registration and defrauded at least one investor by making false statements about the Company, that Mr. Deitsch engaged in manipulative trades of the Company’s stock by offering to pay more for shares he was purchasing than the amount the seller was willing to take, and that Mr. Deitsch failed to make required public filings with the SEC. The lawsuit seeks both injunctive and monetary relief.

On May 29, 2019 (following each of the defendants filing motions to dismiss), the SEC filed a First Amended Complaint which generally alleged the same conduct as its original Complaint, but accounted for certain guidance provided by the United States Supreme Court in a case that had been recently decided. Each of the defendants then moved to dismiss the SEC’s First Amended Complaint. On March 31, 2020, the Court entered an Order granting in part and denying in part the various motions to dismiss. Following that Order, the SEC filed a Second Amended Complaint (the operative pleading) and the defendants have filed their answers which generally deny liability. At this time, discovery is closed and the SEC has indicated an intent to file a summary judgment motion regarding certain non-fraud claims asserted in its Second Amended Complaint. The defendants have opposed the SEC’s request to file such motion(s). The Court conducted a hearing on February 23, 2021 and set an initial briefing schedule for the SEC’s Motion for Partial Summary Judgment wherein the Plaintiffs’ Motion for Partial Summary Judgment was due on April 5, 2021, the Defendants’ Consolidated (i.e., collectively, Nutra Pharma Corporation, Erik “Rik” Deitsch, and Sean McManus) Response Brief to the SEC’s Motion was due May 3, 2021, and the Plaintiffs’ Reply Brief was due on May 19, 2021. On March 23, 2021, the Plaintiff filed a Motion for Extension of Time to file the Motion for Partial Summary Judgment. On April 9, 2021, the Plaintiff filed a Motion for Partial Summary Judgment, Defendants’ filed a Memorandum of Law in Opposition to Plaintiff’s Motion on May 7, 2021, and Plaintiff filed its Reply brief on May 21, 2021. At this time the Court has not ruled on the pending Motion. The Company disputes the allegations in this lawsuit and continues to vigorously defend against the SEC’s claims. Mr. Deitsch and Mr. McManus have similarly defended the lawsuit since its filing and each contest liability. The Company does not believe that it engaged in any fraudulent activity or made any material misrepresentations concerning the Company and/or its products.

XML

Subsequent Events

3 Months Ended

Mar. 31, 2020

Subsequent Events [Abstract]

Subsequent Events

12. SUBSEQUENT EVENTS

Convertible Notes Payable

During August 2020, the convertible promissory notes of $38,500 was amended with additional original issuance discount of $7,550 due February 2021. During October 2020, the convertible promissory note of $16,500 was amended with additional original issuance discount (OID) of $1,650 due April 2021.The Noteholders have the right to convert the note into shares of Common Stock at a conversion price of $0.0005. In connection with the issuance of amended convertible notes, the Company granted the following warrants at an exercise price of $0.001 per share. The warrants were valued using the Black-Scholes method and recorded as a debt discount. No warrants have been exercised. The gross proceeds of the notes were allocated to debt and warrants issued on a relative fair value basis. The debt discounts associated with the warrants and OID for $29,481 and $9,200, respectively, are amortized over the life of the notes.

	Number of		Fair Value of		Month of
Month of Issuance	Warrants		Warrants		Expiration
August, 2020		92,100,000	$	20,848	August, 2021
October, 2020		39,930,000	$	8,633	October, 2022

Pursuant to the Note agreement in the amount up to $1,000,000 signed in February 2019, the principal balance of the note is $112,799 as of March 31, 2020. Proceeds in the amount of $128,937 have been funded subsequent to March 31, 2020. During February through June 2021, the Note holder received a total of 240,350,000 shares of our restricted common stock in satisfaction the $120,175 of the Note with a fair value of $2,344,399. The remaining balance of $121,560 is due April 2023.

	Number of		Fair Value of
Date	shares converted		Debt Converted
2/25/2021		137,700,000	$	1,500,930
3/3/2021		67,380,000	$	599,682
4/26/2021		27,070,000	$	192,197
6/1/2021		5,700,000	$	35,340
6/24/2021		2,500,000	$	16,250

During August 2020, we issued a convertible promissory note to an unrelated third party for a $22,000 with original issuance discount of $2,000. The Noteholder has the right to convert the note into shares of Common Stock at a fixed conversion price of $0.0005. The note is due August 2021.

During July 2020, we issued a convertible promissory note to an unrelated third party for $20,900 with original issuance discount of $1,900. The Noteholder has the right to convert the note into shares of Common Stock at a fixed conversion price of $0.00052. The note was due January 2021. The Note is in default and negotiation of settlement.

During August 2020, we issued a convertible promissory note to an unrelated third party for $5,500 with original issuance discount of $500. The Noteholder has the right to convert the note into shares of Common Stock at a fixed conversion price of $0.0005. The note was due February 2021. The Note is in default and negotiation of settlement.

During October and November 2020, we issued convertible promissory notes to 3 unrelated third parties for $208,800 with original issuance discount of $19,800. The Noteholders have the right to convert the note into shares of Common Stock at a conversion price ranging from $0.00022 to $0.0005 per share. The notes were due in April and May 2021. The Notes are in default and negotiation of settlement.

During November 2020, we issued a convertible promissory note to an unrelated third party for $139,150 with original issuance discount of $12,650. The Noteholder has the right to convert the note into shares of Common Stock at a fixed conversion price of $0.00055. The note is due November 2021.

During November and December 2020, we issued two convertible promissory notes to unrelated third parties for a total of $57,500 with original issuance discount of $7,500. The notes are due one year from the execution and funding of the notes. The Noteholders have the right to convert the note into shares of Common Stock at a conversion price of $0.0008. In connection with the issuance of convertible notes, the Company granted the 71,875,000 warrants at an exercise price of $0.002 per share that expire one year from the date of issuance. The warrants are valued using the Black-Scholes method and recorded as a debt discount. No warrants have been exercised. The gross proceeds of the notes were allocated to debt and warrants issued on a relative fair value basis. The debt discounts associated with the warrants and OID for $30,417 and $7,500, respectively, are amortized over the life of the notes.

During November 2020, the Note holder assigned $20,000 of the $75,900 convertible note restated in January 2019 to a third party. The third party subsequently received a total of 100,000,000 shares of our restricted common stock in satisfaction the $20,000 of the Note with a fair value of $140,000. At December 31, 2020, the balance of $55,900 remains outstanding. The note was due January 2021. The Note is in default and negotiation of settlement.

During the first quarter of 2021, we issued convertible promissory notes to the unrelated third parties for a total of $717,667 with original issuance discount of $93,609. The Noteholders have the right to convert the note into shares of Common Stock at a conversion price ranging from $0.0003 to $0.002 per share. The notes are due one year from the execution and funding of the notes.

During the second quarter of 2021, we issued convertible promissory notes to the unrelated third parties for a total of $864,225 with original issuance discount of $112,725. The Noteholders have the right to convert the note into shares of Common Stock at a conversion price ranging from $0.0008 to $0.002 per share. The notes are due one year from the execution and funding of the notes.

During July 2021, we issued convertible promissory notes to the unrelated third parties for a total of $16,100 with original issuance discount of $2,100. The Noteholders have the right to convert the note into shares of Common Stock at a conversion price of $0.002 per share. The notes are due one year from the execution and funding of the notes.

PPP Loan

During May 2020, we entered into a two-year loan agreement with the U. S. Small Business Administration for a Payroll Protection Program (PPP) loan, for $64,895 with an annual interest rate of one percent (1%), with a term of twenty-four (24) months, whereby a portion of the loan proceeds have been used for certain labor costs, office rent costs and utilities, which may be subject to a loan forgiveness, pursuant to the terms of the SBA/PPP program.

Economic Injury Disaster Loan

During April and June 2020, the Company executed the standard loan documents required for securing a loan from the SBA under its Economic Injury Disaster Loan assistance program (the “EIDL Loan”) considering the impact of the COVID-19 pandemic on the Company’s business. Pursuant to the Loan Authorization and Agreement (the “SBA Loan Agreement”), the principal amount of the EIDL Loan was $150,000, with proceeds to be used for rent, payroll, utilities, accounting and legal expenses. Interest accrues at the rate of 3.75% per annum. Installment payments, including principal and interest, are due twenty-four months from the date of the SBA Loan Agreement in the amount of $731. The balance of principal and interest is payable over a 360 month period from the date of the SBA Loan Agreement. In connection therewith, the Company received a $5,000 advance, which does not have to be repaid. The SBA requires that the Company collateralize the loan to the maximum extent up to the loan amount. If business fixed assets do not “fully secure” the loan the lender may include trading assets (using 10% of current book value for the calculation), and must take available equity in the personal real estate (residential and investment) of the principals as collateral.

Restatement of Promissory Notes

During July 2020, the restated Note of $148,225 plus accrued interest of $18,701 was further restated. The new principal balance was $166,926 that carries interest at a rate of 2.0% monthly and was due January 2021. During February 2021, we issued 29,072,500 shares of common stock to satisfy the accrued interest of $23,258 with fair value of $343,056. The settlement of accrued interest resulted in a loss on settlement of debt in other income for $319,798. The principal balance of $166,926 was further restated. The restated balance is $183,619 with an original issuance discount of $16,693 and is due August 2021.

Settlement of Convertible Promissory Notes

During February through August 2018, we issued seven convertible promissory notes to an unrelated third party due one year from the execution dates. The principal balance of these Notes on March 31, 2020 was $553,301. During September 2020, the Note holder received a total of 107,133,333 shares of our restricted common stock in satisfaction of the principal balance of $22,000 and accrued interest of $10,140. During October 2020, the Note holder received a total of 107,817,770 shares of our restricted common stock in satisfaction of the principal balance of $22,000 and accrued interest of $10,345. During October 2020, the Note holder sold the remaining debt of $467,319 and accrued interest of $166,168 for $250,000 to a non-related party.

	Number of		Fair Value of
Date	shares converted		Debt Converted
9/21/2020		107,133,333	$	171,413
10/5/2020		107,817,770		64,691

During March 2021, in connection with this settlement of the $6,000 of the Note of $11,000 originated in November 2018, we issued 11,000,000 shares of common stocks in satisfaction of $6,000 of the Note with a fair value of $104,500 and made a repayment of $5,000 in cash. The settlement resulted in a loss on settlement of debt in other expense for $98,500.

During April 2021, in connection with this settlement of the remaining balance of $8,500 of the Note of $12,000 originated in December 2018, we issued 2,000,000 shares of common stocks in satisfaction of $4,000 of the Note with a fair value of $15,200 and made a repayment of $4,500 in cash. The settlement resulted in a loss on settlement of debt in other expense for $11,200.

Settlement of a Related-Party Note

During June 2020, the Note of $14,400 with original issuance discount of $2,400 to a related party amended in December 2018 was settled with cash payment of $14,400 and 5,000,000 shares of common stocks. The shares were valued at fair value of $3,000.

Common Stock Issued for Default Payments

During July 2020, we issued a total of 1,000,000 restricted shares to a Note holder due to the default on repayments of the promissory note of $22,000 originated in December 2019. The shares were valued at fair value of $700.

During September 2020, we issued a total of 10,000,000 restricted shares to a Note holder due to the default on repayments of the promissory note of $333,543 plus accrued interest amended in September 2019. The shares were valued at fair value of $6,000.

During October 2020, we issued a total of 1,500,000 restricted shares to a Note holder due to the default on repayments of the promissory note of $84,000 amended in March 2020. The shares were valued at fair value of $900.

During January 2021, we issued a total of 25,000,000 restricted shares to a Note holder due to the default on repayments of the promissory note of $166,926 amended in July 2020. The shares were valued at fair value of $107,500.

Common Stock Issued for Consulting Service

During June 2021, the Company signed an agreement with a consultant for services for six months for which the Company is to issue 30,000,000 shares of the Company’s restricted common stock. 5,000,000 of the shares were issued upon execution of the agreement and 5,000,000 shares will be issued every 30 days through November 2021. The compensation charge will be amortized over the term of the agreement.

Convertible notes receivable

On March 10, 2021, we purchased a convertible note from an unrelated third party for a total of $26,950 with original issuance discount of $2,450. The note is convertible into common shares for $0.01 per common share and mature on March 10, 2022.

On May 20, 2021, we purchased a convertible note from an unrelated third party for a total of $145,200 with original issuance discount of $13,200. The note is convertible into common shares for $0.01 per common share and mature on May 20, 2022.

XML

Basis of Presentation and Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2020

Accounting Policies [Abstract]

Organization

Organization

Nutra Pharma Corp. (“Nutra Pharma”), is a holding company that owns intellectual property and operates in the biotechnology industry. Nutra Pharma was incorporated under the laws of the state of California on February 1, 2000, under the original name of Exotic-Bird.com.

Through its wholly-owned subsidiary, ReceptoPharm, Inc. (“ReceptoPharm”), Nutra Pharma conducts drug discovery research and development activities. In October 2009, Nutra Pharma launched its first consumer product called Cobroxin^®, an over-the-counter pain reliever designed to treat moderate to severe chronic pain. In May 2010, Nutra Pharma launched its second consumer product called Nyloxin^®, an over-the-counter pain reliever that is a stronger version of Cobroxin^® and is designed to treat severe chronic pain. In December 2014, Nutra Pharma launched Pet Pain-Away, an over-the-counter pain reliever designed to treat pain in cats and dogs.

Basis of Presentation and Consolidation

Basis of Presentation and Consolidation

The Unaudited Condensed Consolidated Financial Statements and notes are presented in accordance with the rules and regulations of the Securities and Exchange Commission and do not contain certain information included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. In the opinion of management, all adjustments considered necessary for a fair presentation have been included and are of a normal, recurring nature. Interim results are not necessarily indicative of results for a full year. Therefore, the interim Unaudited Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and notes thereto contained in the Company’s Annual Report on Form 10-K.

The accompanying Unaudited Condensed Consolidated Financial Statements include the results of Nutra Pharma and its wholly-owned subsidiaries Designer Diagnostics Inc. and ReceptoPharm (collectively “the Company”, “us”, “we” or “our”). We operate as one reportable segment. Designer Diagnostics Inc. has been inactive since June 2011. All intercompany transactions and balances have been eliminated in consolidation.

Liquidity and Going Concern

Liquidity and Going Concern

Our Unaudited Condensed Consolidated Financial Statements are presented on a going concern basis, which contemplate the realization of assets and satisfaction of liabilities in the normal course of business. We have experienced recurring, significant losses from operations, and have an accumulated deficit of $65,681,240 at March 31, 2020. In addition, we have a significant amount of indebtedness in default, a working capital deficit of $8,866,563 and a stockholders’ deficit of $8,928,291 at March 31, 2020.

There is substantial doubt regarding our ability to continue as a going concern which is contingent upon our ability to secure additional financing, increase ownership equity and attain profitable operations. In addition, our ability to continue as a going concern must be considered in light of the problems, expenses and complications frequently encountered in established markets and the competitive environment in which we operate.

We do not have sufficient cash to sustain our operations for a period of twelve months from the issuance date of this report and will require additional financing in order to execute our operating plan and continue as a going concern. Since our sales are not currently adequate to fund our operations, we continue to rely principally on debt and equity funding; however, proceeds from such funding have not been sufficient to execute our business plan. Our plan is to attempt to secure adequate funding until sales of our pain products are adequate to fund our operations. We cannot predict whether additional financing will be available, and/or whether any such funding will be in the form of equity, debt, or another form. In the event that these financing sources do not materialize, or if we are unsuccessful in increasing our revenues and profits, we will be unable to implement our current plans for expansion, repay our obligations as they become due and continue as a going concern.

The accompanying Unaudited Condensed Consolidated Financial Statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern.

Impact of COVID-19 on our Operations

Impact of COVID-19 on our Operations

The ramifications of the outbreak of the novel strain of COVID-19, reported to have started in December 2019 and spread globally, are filled with uncertainty and changing quickly. Our operations have continued during the COVID-19 pandemic and we have not had significant disruption. Beginning in June 2020, the Company experienced a delay in retail rollout as a downstream implication of the slowing economy. We also closed our Coral Springs office in effort to save money. During May 2020, we received approval from SBA to fund our request for a PPP loan for $64,895. We used the proceeds primarily for payroll costs. We expect forgiveness of this loan under the current terms of requirement by the SBA. During April and June 2020, we obtained the loan in the amount of $150,000 from SBA under its Economic Injury Disaster Loan assistance program. We used the proceeds primarily for rent, payroll, utilities, accounting and legal expenses (See Note 12).

The Company is operating in a rapidly changing environment so the extent to which COVID-19 impacts its business, operations and financial results from this point forward will depend on numerous evolving factors that the Company cannot accurately predict. Those factors include the following: the duration and scope of the pandemic; governmental, business and individuals’ actions that have been and continue to be taken in response to the pandemic; and the distribution of testing and a vaccine.

Use of Estimates

Use of Estimates

The accompanying Unaudited Condensed Consolidated Financial Statements are prepared in accordance with accounting principles generally accepted in the United States of America which require management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense. Significant estimates include our ability to continue as a going concern, the recoverability of inventories and long-lived assets, the recoverability of amounts due from officer, the valuation of stock-based compensation and certain debt and derivative liabilities, recognition of loss contingencies and deferred tax valuation allowances. Actual results could differ from those estimates. Changes in facts and circumstances may result in revised estimates, which would be recorded in the period in which they become known.

Revenue from Contracts with Customers

Revenue from Contracts with Customers

The Company accounts for revenue from contracts with customers in accordance with Financial Accounting Standard Board (“FASB”) Accounting Standard Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). Under ASC Topic 606, revenue recognition has a five-step process: a) Determine whether a contract exists; b) Identify the performance obligations; c) Determine the transaction price; d) Allocate the transaction price; and e) Recognize revenue when (or as) performance obligations are satisfied

Our revenues are primarily derived from customer orders for the purchase of our products. We recognize revenues as performance obligations are fulfilled upon shipment of products. We record revenues net of promotions and discounts. For certain product sales to a distributor, we record revenue including a portion of the cash proceeds that is remitted back to the distributor.

Accounting for Shipping and Handling Costs

Accounting for Shipping and Handling Costs

We account for shipping and handling as fulfillment activities and record amounts billed to customers as revenue and the related shipping and handling costs as cost of sales.

Accounts Receivable and Allowance for Doubtful Accounts

Accounts Receivable and Allowance for Doubtful Accounts

We grant credit without collateral to our customers based on our evaluation of a particular customer’s credit worthiness. Accounts receivable are due 30 days after the issuance of the invoice. In addition, allowances for doubtful accounts are maintained for potential credit losses based on the age of the accounts receivable and the results of periodic credit evaluations of our customers’ financial condition. Accounts receivable are written off after collection efforts have been deemed to be unsuccessful. Accounts written off as uncollectible are deducted from the allowance for doubtful accounts, while subsequent recoveries are netted against the provision for doubtful accounts expense. We generally do not charge interest on accounts receivable. We use third party payment processors and are required to maintain reserve balances, which are included in accounts receivable.

Accounts receivable are stated at estimated net realizable value. Accounts receivable are comprised of balances due from customers net of estimated allowances for uncollectible accounts. No allowance for doubtful account is deemed to be required at March 31, 2020 and December 31, 2019.

Inventories

Inventories

Inventories, which are stated at the lower of average cost or net realizable value, consist of packaging materials, finished products, and raw venom that is utilized to make the API (active pharmaceutical ingredient). The raw unprocessed venom has an indefinite life for use. Commencing on October 1, 2019, we classify inventory as short-term or long-term inventory based on timing of when it is expected to be consumed. The Company regularly reviews inventory quantities on hand. If necessary, it records a net realizable value adjustment for excess and obsolete inventory based primarily on its estimates of product demand and production requirements. Write-downs are charged to cost of goods sold. We performed an evaluation of our inventory and related accounts at March 31, 2020 and December 31, 2019, and increased the reserve on supplier advances for future venom purchases included in prepaid expenses and other current assets by $0 and $23,948, respectively. At both March 31, 2020 and December 31, 2019, the total valuation allowance for prepaid venom was $224,859.

Financial Instruments and Concentration of Credit Risk

Financial Instruments and Concentration of Credit Risk

Our financial instruments include cash, accounts receivable, accounts payable, accrued expenses, loans payable, due to officers and derivative financial instruments. Other than certain warrant and convertible instruments (derivative financial instruments) and liabilities to related parties (for which it was impracticable to estimate fair value due to uncertainty as to when they will be satisfied and a lack of similar type transactions in the marketplace), we believe the carrying values of our financial instruments approximate their fair values because they are short term in nature or payable on demand. Our derivative financial instruments are carried at a measured fair value.

Balances in various cash accounts may at times exceed federally insured limits. We have not experienced any losses in such accounts. We do not hold or issue financial instruments for trading purposes. In addition, for the three months ended March 31, 2020, there was one customer that accounted for 59% of the total revenues. For the three months ended March 31, 2019, there were two customers that accounted for 61% and 17% of the total revenues, respectively. As of March 31, 2020 and December 31, 2019, 100% of the accounts receivable balance are reserves due from two payment processors.

Operating Lease Right-of-Use Asset and Liability

Operating Lease Right-of-Use Asset and Liability

In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842), as amended (“ASC Topic 842”). The new standard establishes a right-of-use (ROU) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months and classify as either operating or finance leases. We adopted this standard effective January 1, 2019 using the modified retrospective approach for all leases entered into before the effective date. Adoption of the ASC Topic 842 had a significant effect on our balance sheet resulting in increased non-current assets and increased current and non-current liabilities. There was no impact to retained earnings upon adoption of the new standard. We did not have any finance leases (formerly referred to as capital leases prior to the adoption of ASC Topic 842), therefore there was no change in accounting treatment required.

The Company elected the package of practical expedients as permitted under the transition guidance, which allowed us: (1) to carry forward the historical lease classification; (2) not to reassess whether expired or existing contracts are or contain leases; and, (3) not to reassess the treatment of initial direct costs for existing leases.

In accordance with ASC Topic 842, at the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present and the classification of the lease including whether the contract involves the use of a distinct identified asset, whether we obtain the right to substantially all the economic benefit from the use of the asset, and whether we have the right to direct the use of the asset. Leases with a term greater than one year are recognized on the balance sheet as ROU assets, lease liabilities and, if applicable, long-term lease liabilities. The Company has elected not to recognize on the balance sheet leases with terms of one year or less under practical expedient in paragraph ASC 842-20-25-2.

Lease liabilities and their corresponding ROU assets are recorded based on the present value of lease payments over the expected lease term. The implicit rate within our operating leases are generally not determinable and, therefore, the Company uses the incremental borrowing rate at the lease commencement date to determine the present value of lease payments. The determination of the Company’s incremental borrowing rate requires judgment. The Company determines the incremental borrowing rate for each lease using our estimated borrowing rate.

Derivative Financial Instruments

Derivative Financial Instruments

Management evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income. For option-based simple derivative financial instruments, the Company uses the Black-Scholes option-pricing model to value the derivative instruments at inception and subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date.

We do not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks.

Convertible Debt

Convertible Debt

For convertible debt that does not contain an embedded derivative that requires bifurcation, the conversion feature is evaluated to determine if the rate of conversion is below market value and should be categorized as a beneficial conversion feature (“BCF”). A BCF related to debt is recorded by the Company as a debt discount and with the offset recorded to equity. The related convertible debt is recorded net of the discount for the BCF. The discount is amortized as additional interest expense over the term of the debt with the resulting debt discount being accreted over the term of the note.

The Fair Value Measurement Option

The Fair Value Measurement Option

We have elected the fair value measurement option for convertible debt with embedded derivatives that require bifurcation, and record the entire hybrid financing instrument at fair value under the guidance of ASC Topic 815, Derivatives and Hedging (“ASC Topic 815”). The Company reports interest expense, including accrued interest, related to this convertible debt under the fair value option, within the change in fair value of convertible notes and derivatives in the accompanying consolidated statement of operations.

Derivative Accounting for Convertible Debt and Options and Warrants

Derivative Accounting for Convertible Debt and Options and Warrants

The Company evaluated the terms and conditions of the convertible debt under the guidance of ASC Topic 815, Derivatives and Hedging. The conversion terms of some of the convertible notes are variable based on certain factors, such as the future price of the Company’s common stock. The number of shares of common stock to be issued is based on the future price of the Company’s common stock. The number of shares of common stock issuable upon conversion of the debt is indeterminate. Due to the fact that the number of shares of common stock issuable could exceed the Company’s authorized share limit, the equity environment is tainted, and all additional convertible debt and options and warrants are included in the value of the derivative liabilities. Pursuant to ASC 815-15, Embedded Derivatives, the fair values of the convertible debt, options and warrants and shares to be issued were recorded as derivative liabilities on the issuance date and revalued at each reporting period.

Property and Equipment

Property and Equipment

Property and equipment is recorded at cost. Expenditures for major improvements and additions are added to property and equipment, while replacements, maintenance and repairs which do not extend the useful lives are expensed. Depreciation is computed using the straight-line method over the estimated useful lives of the assets of 3 – 7 years.

Long-Lived Assets

Long-Lived Assets

The carrying value of long-lived assets is reviewed annually and on a regular basis for the existence of facts and circumstances that may suggest impairment. If indicators of impairment are present, we determine whether the sum of the estimated undiscounted future cash flows attributable to the long-lived asset in question is less than its carrying amount. If less, we measure the amount of the impairment based on the amount that the carrying value of the impaired asset exceeds the discounted cash flows expected to result from the use and eventual disposal of the impaired assets.

Income Taxes

Income Taxes

The Company recorded no income tax expense for the three months ended March 31, 2020 and 2019 because the estimated annual effective tax rate was zero. As of March 31, 2020, the Company continues to provide a valuation allowance against its net deferred tax assets since the Company believes it is more likely than not that its deferred tax assets will not be realized.

Stock-Based Compensation

Stock-Based Compensation

We account for stock-based compensation in accordance with FASB ASC Topic 718, Stock Compensation (“ASC Topic 718”). ASC Topic 718, which requires that the cost resulting from all share-based transactions be recorded in the financial statements over the respective service periods. It establishes fair value as the measurement objective in accounting for share-based payment arrangements and requires all entities to apply a fair-value-based measurement in accounting for share-based payment transactions with employees. The statement also establishes fair value as the measurement objective for transactions in which an entity acquires goods or services from non-employees in share-based payment transactions.

Net Income (Loss) Per Share

Net Income (Loss) Per Share

Net income (loss) per share is calculated in accordance with FASB ASC Topic 260, Earnings per Share. Basic income (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted income (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares and dilutive common stock equivalents outstanding. During periods in which we incur losses, common stock equivalents, if any, are not considered, as their effect would be anti-dilutive or have no effect on earnings per share. Any common shares issued as of a result of the exercise of conversion options and warrants would come from newly issued common shares from our remaining authorized shares.

	Three Months Ended
	March 31,
	2020			2019
Basic and diluted numerator:
Net income (loss) - basic	$	2,183,044		$	(400,443	)
Effect of dilutive securities:
Change in fair value of convertible notes		(2,854,140	)		-
Interest on convertible debt		8,735			-
Net loss - diluted	$	(662,361	)	$	(400,443	)
Basic and diluted denominator:
Weighted-average common shares outstanding - basic		6,272,328,529			4,112,446,110
Effect of dilutive securities:
Convertible debt		6,020,875,493			-
Weighted-average common shares outstanding - diluted (1)		12,293,204,022			4,112,446,110
Net income (loss) per share - basic and diluted	$	(0.00	)	$	(0.00	)

(1) Includes potential common shares that are in excess of authorized shares.

As of March 31, 2020 and 2019, the following items were not included in dilutive loss as the effect is anti-dilutive:

	March 31, 2020		March 31, 2019
Options and warrants		46,500,000		122,600,000
Convertible notes payable at fair value		-		6,972,376,110
Convertible notes payable		-		1,237,780,833
Total		46,500,000		8,332,756,943

Recent Accounting Pronouncements

Recent Accounting Pronouncements

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, and does not believe that it will have a material effect on the accompanying consolidated financial statements.

In August 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies and clarifies certain calculation and presentation matters related to convertible and equity and debt instruments. Specifically, ASU-2020-06 removes requirements to separately account for conversion features as a derivative under ASC Topic 815 and removing the requirement to account for beneficial conversion features on such instruments. Accounting Standards Update 2020-06 also provides clearer guidance surrounding disclosure of such instruments and provides specific guidance for how such instruments are to be incorporated in the calculation of Diluted EPS. The guidance under ASU 2020-06 is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. The Company will adopt this standard using a modified retrospective approach effective January 1, 2022. The Company is currently evaluating the impact of this standard, and does not believe that it will have a material effect on the accompanying consolidated financial statements.

All other newly issued accounting pronouncements but not yet effective have been deemed either immaterial or not applicable.

XML

Basis of Presentation and Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2020

Accounting Policies [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

	Three Months Ended
	March 31,
	2020			2019
Basic and diluted numerator:
Net income (loss) - basic	$	2,183,044		$	(400,443	)
Effect of dilutive securities:
Change in fair value of convertible notes		(2,854,140	)		-
Interest on convertible debt		8,735			-
Net loss - diluted	$	(662,361	)	$	(400,443	)
Basic and diluted denominator:
Weighted-average common shares outstanding - basic		6,272,328,529			4,112,446,110
Effect of dilutive securities:
Convertible debt		6,020,875,493			-
Weighted-average common shares outstanding - diluted (1)		12,293,204,022			4,112,446,110
Net income (loss) per share - basic and diluted	$	(0.00	)	$	(0.00	)

Schedule of Antidilutive Securities Excluded from Computation of Net Loss Per Share

As of March 31, 2020 and 2019, the following items were not included in dilutive loss as the effect is anti-dilutive:

	March 31, 2020		March 31, 2019
Options and warrants		46,500,000		122,600,000
Convertible notes payable at fair value		-		6,972,376,110
Convertible notes payable		-		1,237,780,833
Total		46,500,000		8,332,756,943

XML

Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2020

Summary of Financial Instruments Measured at Fair Value

The following table summarizes our financial instruments measured at fair value at March 31, 2020 and December 31, 2019:

	Fair Value Measurements at March 31, 2020
Liabilities:	Total		Level 1		Level 2		Level 3
Warrant liability	$	866	$	-	$	-	$	866
Derivative liabilities	$	1,145,655	$	-	$	-	$	1,145,655
Convertible notes at fair value	$	2,562,049	$	-	$	-	$	2,562,049

	Fair Value Measurements at December 31, 2019
Liabilities:	Total		Level 1		Level 2		Level 3
Warrant liability	$	1,411	$	-	$	-	$	1,411
Derivative liabilities	$	834,457	$	-	$	-	$	834,457
Convertible notes at fair value	$	5,814,047	$	-	$	-	$	5,814,047

Summary of Changes in Fair Value Measurements Using Significant Unobservable Inputs

The following table shows the changes in fair value measurements for the warrant liability using significant unobservable inputs (Level 3) during the three months ended March 31, 2020 and the year ended December 31, 2019:

Description	March 31, 2020			December 31, 2019
Beginning balance	$	1411		$	1,468
Total gain included in earnings (1)		(545	)		(57	)
Ending balance	$	866		$	1,411

(1) The gain related to the revaluation of our warrant liability is included in “Change in fair value of convertible notes and derivatives” in the accompanying consolidated statement of operations.

Summary of Assumptions and the Significant Terms

The following table summarizes assumptions and the significant terms of the convertible notes for which the entire hybrid instrument is recorded at fair value at March 31, 2020 and December 31, 2019:

						Conversion Price - Lower of Fixed Price or Percentage of VWAP for Look-back Period
Debenture	Face Amount		Interest Rate	Default Interest Rate	Discount Rate	Anti-Dilution Adjusted Price	% of stock price for look-back period	Look-back Period
March 31, 2020	$	1,084,629	8%-10%	20%-24%	N/A	$0.00030-$0.00040	50%-60%	3 to 25 Days
December 31, 2019	$	1,244,204	8%-10%	20%-24%	N/A	$0.00010-$0.000293	50%-60%	3 to 25 Days

Convertible Notes Payable [Member]

Summary of Changes in Fair Value Measurements Using Significant Unobservable Inputs

The following table shows the changes in fair value measurements for the convertible notes at fair value using significant unobservable inputs (Level 3) during the three months ended March 31, 2020 and the year ended December 31, 2019:

Description	March 31, 2020			December 31, 2019
Beginning balance	$	5,814,047		$	1,156,341
Purchases and issuances		15,425			688,274
Day one loss on value of hybrid instrument (1)		18,181			926,109
(Gain) loss from change in fair value (1)		(2,871,776	)		3,423,935
Debt discount		11,172			(22,344	)
Settlement through issuance of common stock		-			(83,268
Conversion to common stock		(425,000	)		(275,000	)
Ending balance	$	2,562,049		$	5,814,047

(1) The (gains) losses related to the valuation of the convertible notes are included in “Change in fair value of convertible notes and derivatives” in the accompanying consolidated statement of operations.

XML

Inventories (Tables)

3 Months Ended

Mar. 31, 2020

Inventory Disclosure [Abstract]

Schedule of Inventories

At March 31, 2020 and December 31, 2019, inventories were as follows:

	March 31, 2020			December 31, 2019
Raw Materials	$	65,568		$	52,183
Finished Goods		6,624			8,177
Total Inventories		72,192			60,360
Less: Long-term inventory		(65,568	)		(52,183	)
Current portion	$	6,624		$	8,177

XML

Property and Equipment (Tables)

3 Months Ended

Mar. 31, 2020

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment

Property and equipment consists of the following at March 31, 2020 and December 31, 2019:

	March 31, 2020			December 31, 2019
Computer equipment	$	25,120		$	25,120
Furniture and fixtures		34,757			34,757
Lab equipment		53,711			53,711
Telephone equipment		12,421			12,421
Office equipment – other		16,856			16,856
Leasehold improvements		73,168			73,168
Total		216,033			216,033
Less: Accumulated depreciation		(209,982	)		(209,270	)
Property and equipment, net	$	6,051		$	6,763

XML

Debts (Tables)

3 Months Ended

Mar. 31, 2020

Debt Disclosure [Abstract]

Schedule of Debt

Debts consist of the following at March 31, 2020 and December 31, 2019:

	March 31, 2020			December 31, 2019
Note payable– Related Party (1)	$	14,400		$	14,400
Notes payable – Unrelated third parties (Net of discount of $19,947 and $8,921, respectively) (2)		1,394,693			1,385,163
Convertible notes payable – Unrelated third parties (Net of discount of $15,893 and $17,370, respectively) (3)		899,407			872,256
Convertible notes payable, at fair value (Net of discount of $11,172 and $22,344, respectively) (4)		2,562,049			5,814,047
Other advances from an unrelated third party (5)		200,000			175,000
Ending balances		5,070,549			8,260,866
Less: Long-term portion-Convertible Notes payable-Unrelated third parties		(225,597	)		(907,912	)
Current portion	$	4,844,952		$	7,352,954

(1)	During 2010 we borrowed $200,000 from one of our directors. Under the terms of the loan agreement, this loan was expected to be repaid in nine months to a year from the date of the loan along with interest calculated at 10% for the first month plus 12% after 30 days from funding. We are in default regarding this loan. The loan is under personal guarantee by Mr. Deitsch. We repaid principal balance in full as of December 31, 2016. At March 31, 2020 and December 31, 2019, we owed this director accrued interest of $164,276 and $159,555. The interest expense for the three months ended March 31, 2020 and 2019 was $4,721 and $4,196.
	In December 2017, we issued a promissory note to a related party in the amount of $12,000 with original issuance discount of $2,000. The note was amended in December 2018 with original issuance discount of $2,400 and was due in twelve months from the execution and funding of the note. At March 31, 2020 and December 31, 2019, the principal balance of the loan is $14,400. The Note was settled in June 2020.
(2)	At March 31, 2020 and December 31, 2019, the balance of $1,394,693 and $1,385,163 net of discount of $19,947 and $8,921, respectively, consisted of the following loans:

● In August 2016, we issued two Promissory Notes for a total of $200,000 ($100,000 each) to a company owned by a former director of the Company. The notes carry interest at 12% annually and were due on the date that was six-months from the execution and funding of the note. Upon default in February 2017, the Notes became convertible at $0.008 per share. During March 2017, we repaid principal balance of $6,365. During April 2017, the Notes with accrued interest were restated. The restated principal balance of $201,818 bears interest at 12% annually and was due October 12, 2017. During June 2017, we repaid principal balance of $8,844. The loan was reclassified to notes payable – unrelated third parties after the director resigned in March 2018. At December 31, 2018, we owed principal balance of $192,974, and accrued interest of $40,033. The principal balance of $101,818 and accrued interest of $21,023 were settled on February 15, 2019 for $104,000 with scheduled payments through May 1, 2020. During the first quarter of 2020, the settlement was amended to $88,500. We recorded a gain on settlement of debt in other income for $15,500 and $18,841 during the three months ended March 31, 2020 and 2019, respectively. The Company repaid $13,500 during the year ended December 31, 2019. Additionally, $22,500 was repaid during the three months ended March 31, 2020. At March 31, 2020 and December 31, 2019, we owed principal balance of $143,656 and $160,633, and accrued interest of $32,676 and $50,971, respectively. $52,500 of the balance owed was repaid in full through November 2020. The remaining principal balance of $91,156 and accrued interest of $32,676 is being disputed in court and negotiation for settlement (See Note 12).

● On August 2, 2011 under a settlement agreement with Liquid Packaging Resources, Inc. (“LPR”), we agreed to pay LPR a total of $350,000 in monthly installments of $50,000 beginning August 15, 2011 and ending on February 15, 2012. This settlement amount was recorded as general and administrative expenses on the date of the settlement. We did not make the December 2011 or January 2012 payments and on January 26, 2012, we signed the first amendment to the settlement agreement where we agreed to pay $175,000, which was the balance outstanding at December 31, 2011(this includes a $25,000 penalty for non-payment). We repaid $25,000 during the three months ended March 31, 2012. We did not make all of the payments under such amendment and as a result pursuant to the original settlement agreement, LPR had the right to sell 142,858 shares (5,714,326 shares pre reverse stock split) of our free trading stock held in escrow by their attorney and receive cash settlements for a total amount of $450,000 (the initial $350,000 plus total default penalties of $100,000). The $100,000 penalty was expensed during 2012. LPR sold the note to Southridge Partners, LLP (“Southridge”) for consideration of $281,772 in June 2012. In August 2013 the debt of $281,772 reverted back to LPR.

● At December 31, 2012, we owed University Centre West Ltd. approximately $55,410 for rent, which was assigned and sold to Southridge, and it is currently outstanding and carries no interest.

● In April 2016, we issued a promissory note to an unrelated third party in the amount of $10,000 bearing interest at 10% annually. The note was due in one year from the execution and funding of the note. The note is in default and negotiation of settlement. At March 31, 2020 and December 31, 2019, the accrued interest is $4,006 and $3,755, respectively.

● In May 2016, the Company issued a promissory note to an unrelated third party in the amount of $75,000 bearing monthly interest at a rate of 2%. The note was due in six months from the execution and funding of the note. During April 2017, we accepted the offer of a settlement to issue 5,000,000 common shares as a repayment of $25,000. The note is in default and in negotiation of settlement. At March 31, 2020 and December 31, 2019, the outstanding principal balance is $50,000 and accrued interest is $53,001 and $49,967, respectively.

● In June 2016, the Company issued a promissory note to an unrelated third party in the amount of $50,000 bearing monthly interest at a rate of 2%. The note was due in six months from the execution and funding of the note. The note is in default and negotiation of settlement. At March 31, 2020 and December 31, 2019, the outstanding principal balance is $50,000 and accrued interest is $46,200 and $43,166, respectively.

● In August 2016, we issued a promissory note to an unrelated third party in the amount of $150,000 bearing monthly interest at a rate of 2.5%. The note was due in six months from the execution and funding of the note. During April 2017, the note with accrued interest was restated. The restated principal balance of $180,250 bears monthly interest at a rate of 2.5% and was due October 20, 2017. During January 2018, the note with accrued interest was restated. The restated principal balance of $220,506 bears monthly interest at a rate of 2.5% and was due July 12, 2018. In connection with this restated note, we issued 2,000,000 shares of our restricted common stock. We recorded a debt discount in the amount of $2,765 to reflect the value of the common stock as a reduction to the carrying amount of the debt and a corresponding increase to common stock and additional paid-in capital. Amortization for the debt discount for the year ended December 31, 2018 was $2,765. During July 2018, we issued 5,000,000 restricted shares due to the default on repayment of the promissory note of $220,506 restated in January 2018. The shares were valued at fair value of $5,500. During December 2018, the note with accrued interest was restated. The restated principal balance of $282,983 bears monthly interest at a rate of 2.0% and was due June 17, 2019. In connection with this restated note, we issued 10,000,000 shares of our restricted common stock. We recorded a debt discount in the amount of $3,945 to reflect the value of the common stock as a reduction to the carrying amount of the debt and a corresponding increase to common stock and additional paid-in capital. Amortization for this debt discount for the years ended December 31, 2019 and 2018 was $3,616 and $329, respectively. During September 2019, the notes of $282,983 plus accrued interest amended in December 2018 were restated. The restated principal balance of $333,543 were due September 2020. In connection with this restated note, we issued 20,000,000 shares of our common stock. The common stock was valued at $5,895 and recorded as a debt discount that was amortized over the life of the note. Amortization for this debt discount for the year ended December 31, 2019 was $1,474 and debt discount at December 31, 2019 is $4,421. Amortization for this debt discount for the three months ended March 31, 2020 was $1,474 and debt discount at March 31, 2020 is $2,947. The Note is in default and negotiation of settlement. At March 31, 2020 and December 31, 2019, the principal balance is $333,543, and the accrued interest is $45,362 and $25,127, respectively.

● On September 26, 2016, we issued a promissory note to an unrelated third party in the amount of $75,000 bearing interest at 10% annually. The note was due in one year from the execution and funding of the note. In March 2018, $15,000 of the principal balance of the note was assigned to an unrelated third party and is in negotiation of settlement. In January 2019, the remaining principal balance of $60,000 and accrued interest of $15,900 was restated in the form of a Convertible Note (See Note 6(4)). At March 31, 2020 and December 31, 2019, the principal balance outstanding is $15,000, and the accrued interest is $1,371.

● In October 2016, we issued a promissory note to an unrelated third party in the amount of $50,000 bearing monthly interest at a rate of 2%. The note was due in six months from the execution and funding of the note. The note is in default and in negotiation of settlement. At March 31, 2020 and December 31, 2019, the accrued interest is $42,500 and $39,466, respectively.

● In June 2017, we issued a promissory note to an unrelated third party in the amount of $12,500 bearing interest at 10% annually. The note was due in one year from the execution and funding of the note. The note is in default and in negotiation of settlement. At March 31, 2020 and December 31, 2019, the accrued interest is $3,528 and $3,212, respectively.

● During July 2017, we received a loan for a total of $200,000 from an unrelated third party. The loan was repaid through scheduled payments through August 2017 along with interest on average 15% annum. We have recorded loan costs in the amount of $5,500 for the loan origination fees paid at inception date. The debt discount was fully amortized as of December 31, 2018. During June 2018, the loan was settled with two unrelated third parties for $130,401 and $40,000, respectively, with the monthly scheduled repayments of approximately $5,000 and $2,000 per month to each unrelated party through July 2020. We recorded a gain on settlement of debt in other income for $20,927 in June 2018. The Company repaid a total of $34,976 and $42,698 during 2018 and 2019, respectively. The Company repaid $12,694 during the three months ended March 31, 2020. At March 31, 2020 and December 31, 2019, the principal balance is $80,034 and $92,728, respectively. The portion of settlement of $130,401 was repaid in full in April 2021. The remaining balance of $33,874 is in default and negotiation of settlement.

● In July 2017, we issued a promissory note to an unrelated third party in the amount of $50,000 with original issue discount of $10,000. The note was due in six months from the execution and funding of the note. The original issuance discount was fully amortized as of March 31, 2018. The note is in default and in negotiation of settlement. At March 31, 2020 and December 31, 2019, the principal balance of the note is $50,000.

● In September 2017, we issued a promissory note to an unrelated third party in the amount of $36,000 with original issue discount of $6,000. During September 2018 and 2019, the Note was amended with original issuance discount of $6,000 due in September 2019 and 2020. The Note was further restated in September 2020. The restated principal balance was $33,000 with the original issuance discount of $3,000 and was due March 2021. The original issue discount is amortized over the term of the loan. Amortization for the debt discount for the years ended 2019 and 2018 was $7,500 and $4,000, respectively. Repayments of $1,500, $7,000 and $5,000 have been made during 2017, 2018 and 2019, respectively. Additionally, repayment of $2,000 was made during the three months ended March 31, 2020. The Note is under personal guarantee by Mr. Deitsch. At March 31, 2020 and December 31, 2019, the principal balance of the note is $29,500 and $30,000, net of debt discount of $3,000 and $4,500, respectively. During March 2021, the remaining balance of $30,000 was sold to an unrelated third party in the form of a convertible note at a fixed conversion price of $0.01 per share. The new note carries interest at 12% with scheduled monthly payments of $1,000 beginning in April 2021 through March 2024.

● In October 2017, we issued a promissory note to an unrelated third party in the amount of $50,000 with original issuance discount of $10,000. The note was due in six months from the execution and funding of the note. In connection with the issuance of this promissory note, we issued 5,000,000 shares of our restricted common stock. We recorded a debt discount in the amount of $3,200 to reflect the value of the common stock as a reduction to the carrying amount of the debt and a corresponding increase to common stock and additional paid-in capital. At December 31, 2017, the principal balance of the note is $60,000. Debt discount and original issuance discount were fully amortized as of December 31, 2018. During April 2018, we issued a total of 1,000,000 restricted shares to a Note holder due to the default on repayment. The shares were valued at fair value of $1,700. During April 2018, the Note was restated in the amount of $60,000 including the original issuance discount of $10,000 due October 2018. In connection with this restated note, we issued 5,000,000 shares of our restricted common stock. We recorded a debt discount in the amount of $8,678 to reflect the value of the common stock as a reduction to the carrying amount of the debt and a corresponding increase to common stock and additional paid-in capital. The debt discount and original issuance discount for a total of $18,678 have been fully amortized as of December 31, 2018. During November 2018, the Note was restated in the amount of $60,000 including the original issuance discount of $10,000 due May 2019. In connection with this restated note, we issued 5,000,000 shares of our restricted common stock. We recorded a debt discount in the amount of $2,381 to reflect the value of the common stock as a reduction to the carrying amount of the debt and a corresponding increase to common stock and additional paid-in capital. Pursuant to the restatement of the Note, the Company agreed that the original issuance discount of $10,000 from the April 2018 Note would be paid to the lender upon execution of restated Note in November 2018. The settlement agreement executed in December 2018 provides that 10,000,000 shares are issued due to the late payment. The shares were valued at $3,000. During July 2019, payment of original issuance discount of $10,000 was made. During September 2019, we issued additional 10,000,000 restricted shares due to the late payment of the original issuance discount of $10,000. The shares were valued at fair value of $4,000. The restated Note in November 2018 and prior notes are all under personal guarantee by Mr. Deitsch. Amortization of debt discount and original issuance discount for the three months ended March 31, 2020 and 2019 was $0 and $4,127, respectively, for the restated Note in November 2018. The total debt discounts of $12,381 were fully amortized as of June 30, 2019. As of December 31, 2019, the amount due is $60,000. During January 2020, the Note of $60,000 and the Note of $76,076 (See Note 6(3)) plus accrued interest of $12,149 were combined and restated at a rate of 2.0% monthly due July 2020. At March 31, 2020, the restated principal balance and accrued interest was $148,225 and $7,710, respectively. The principal balance plus accrued interest was further restated in July 2020 and February 2021 and is due in August 2021(See Note 12).

● In November 2017, we issued a promissory note to an unrelated third party in the amount of $120,000 with original issuance discount of $20,000. The note was due in six months from the execution and funding of the note. In connection with the issuance of this promissory note, we issued 10,000,000 shares of our restricted common stock. We recorded a debt discount in the amount of $5,600 to reflect the value of the common stock as a reduction to the carrying amount of the debt and a corresponding increase to common stock and additional paid-in capital. The debt discounts were fully amortized as of December 31, 2018. 1,500,000 shares of common stocks were issued due to the default of repayments with a fair value of $2,250 in May 2018. During March 2020, $50,000 of the Note of $120,000 with original issuance discount of $20,000 originated in November 2017 was settled for 125,000,000 shares with a fair value of $87,500. We recorded a loss on settlement in other expense for $37,500 (See Note 7). An additional 46,000,000 shares with a fair value of $32,200 were issued due to the default on repayment of the promissory note. The remaining balance of $70,000 was restated with additional issuance discount of $14,000. The $84,000 due in September 2020 is in default and negotiation of further settlement. At March 31, 2020 and December 31, 2019, the principal balance of the loan is $70,000 and $120,000, net of discount of $14,000 and $0, respectively.

● In November 2017, we issued a promissory note to an unrelated third party in the amount of $18,000 with original issuance discount of $3,000. The note was due in six months from the execution and funding of the note. In connection with the issuance of this promissory note, we issued 5,000,000 shares of our restricted common stock. We recorded a debt discount in the amount of $2,900 to reflect the value of the common stock as a reduction to the carrying amount of the debt and a corresponding increase to common stock and additional paid-in capital. The debt discounts were fully amortized as of December 31, 2018. The note is in default and in negotiation of settlement. In September 2018, 7,000,000 shares of common stock were issued due to the default of repayments with a fair value of $5,600. At March 31, 2020 and December 31, 2019, the principal balance of the note is $18,000 and the accrued interest is $2,000.

(3) At March 31, 2020 and December 31, 2019, the balance of $899,407 and $872,256 net of discount of $15,893 and $17,370, respectively, consisted of the following convertible loans:

● During July 2016, we issued a convertible note to an unrelated third party in the amount of $50,000 bearing monthly interest at a rate of 2.0% and convertible at $0.05 per share. During January 2017, the Note was restated with principal amount of $56,567 bearing monthly interest rate of 2.5%. The New Note of $56,567 was due on July 26, 2017 and convertible at $0.05 per share. During February 2018, the Notes with accrued interest of $65,600 was restated. The restated principal balance of $65,600 bears monthly interest at a rate of 2.5% and was due August 14, 2018. In connection with this restated note, we issued 1,000,000 shares of our restricted common stock. We recorded a debt discount in the amount of $4,035 to reflect the value of the common stock as a reduction to the carrying amount of the debt and a corresponding increase to common stock and additional paid-in capital. The debt discount was fully amortized as of December 31, 2018. During August 2018, the Notes with accrued interest of $10,476 were restated. The restated principal balance of $76,076 bears monthly interest at a rate of 2.5% and was due February 2019. In connection with this restated note, we issued 5,000,000 shares of our restricted common stock. We recorded a debt discount in the amount of $3,800 to reflect the value of the common stock as a reduction to the carrying amount of the debt and a corresponding increase to common stock and additional paid-in capital. Amortization of debt discount of $2,850 has been recorded as of December 31, 2018. The remaining debt discount of $950 was fully amortized during the three months ended March 31, 2019. The note is under personal guarantee by Mr. Deitsch. At December 31, 2019, the convertible note payable was recorded at $76,076 with accrued interest of $12,149. During January 2020, this Note and the Note of $60,000 amended in November 2018(See Note 6(2)) were combined and restated with principal balance of $148,225(See Note 12).

● In October 2017, we issued a promissory note to an unrelated third party in the amount of $60,000 with original issuance discount of $10,000 and a conversion option. The note was due in six months from the execution and funding of the note. In connection with the issuance of this promissory note, we issued 5,000,000 shares of our restricted common stock. We recorded a debt discount in the amount of $3,300 to reflect the value of the common stock as a reduction to the carrying amount of the debt and a corresponding increase to common stock and additional paid-in capital. The debt discounts were fully amortized as of December 31, 2018. The loan is in default and in negotiation of settlement. In April 2018, 1,000,000 shares of common stock were issued due to the default of repayments with a fair value of $1,500. At March 31, 2020 and December 31, 2019, the principal balance of the note is $60,000.

● During January through December 2018, we issued convertible notes payable to the 20 unrelated third parties for a total of $618,250 with original issue discount of $62,950. The notes are due in six months from the execution and funding of each note. The notes are convertible into shares of Company’s common stock at a conversion price ranging from $0.0003 to $0.001 per share. The difference between the conversion price and the fair value of the Company’s common stock on the date of issuance of the convertible notes resulted in a beneficial conversion feature in the amount of $249,113. In addition, upon the issuance of convertible notes, the Company issued 10,250,000 shares of common stock. The Company has recorded a debt discount in the amount of $6,542 to reflect the value of the common stock as a reduction to the carrying amount of the convertible debt and a corresponding increase to common stock and additional paid-in capital. The total discount of $255,655 and original issuance discount of $62,950 was amortized over the term of the debt. At December 31, 2018, the principal balance of the notes, net of discount of $28,421 was $589,829.

During February 2019, we issued convertible notes payable of $70,000 with original issuance discount of $5,000. The notes were due in six months from the execution and funding of each note. The notes are convertible into shares of Company’s common stock at a conversion price of $0.0005 per share. During December 2019, $22,000 of the Note was amended to extend the maturity date to June 2020. In connection with the issuance and restatements of the notes, the Company granted the following warrants at an exercise price of $0.001 per share in 2019. The warrants were valued using the Black-Scholes method and recorded as a debt discount that was amortized over the life of the notes. The Notes were further restated in August and October 2020 and are currently in default and in negotiation of settlement.

Month of Issuance	Number of Warrants		Fair Value of Warrants		Month of Expiration
February, 2019		110,000,000	$	8,147	August, 2019
December, 2019		44,000,000	$	7,370	August, 2020

During May 2019, we restated two convertible notes payable with additional original issue discount of $6,400 and issued 6,000,001 shares of common stock with a fair value of $1,800. The two restated notes were due in August 2019 and are in default. The total discount of $8,200 was amortized over the term of the notes.

During November and December 2019, we issued two convertible promissory notes to two unrelated third parties for $159,500 with original issuance discount of $14,500. The notes were due six months from the execution and funding of each note. The Noteholder had the right to convert the note into shares of Common Stock at a fixed conversion price ranging from $0.0002 to$0.000275. The Notes are in default and negotiation of settlement.

During 2019, repayments of $13,500 were made in cash to three of the Notes. Six of the Notes for a total of $87,100 were repaid in stocks as the part of settlement of issuances of 800,000,000 shares of common stocks during December 2019.

Amortization for the year ended December 31, 2019 was $55,222. Additionally, $9,185 was amortized during the three months ended March 31, 2020. At December 31, 2019, the principal balance of the notes, net of discount of $17,370 is $736,180. Two of the above mentioned convertible notes payable for a total of $19,500 was settled in full in March and April 2021(See Note 12).

During the three months ended March 31, 2020, we issued convertible notes payable of $101,750 with original issuance discount of $9,250. Amortization for this discount for the three months ended March 31, 2020 was $1,542. $33,000 of the notes were due in six months from the execution and funding of each note. $68,750 of the notes were due in one year from the execution and funding of each note. The notes are convertible into shares of Company’s common stock at a conversion price ranging from $0.002 to 0.0005 per share.

All of the above mentioned convertible notes payable of $915,300 are in default and in negotiation of settlement. At March 31, 2020, the principal balance of the notes, net of discount of $15,893 is $839,407.

(4) At March 31, 2020 and December 31, 2019, the balance of $2,562,049 and $5,814,047 net of discount of $11,172 and $22,344, respectively, consisted of the following convertible loans:

●	On March 28, 2016, we signed an expansion agreement with Brewer and Associates Consulting, LLC (“B+A”) to the original consulting agreement dated on October 15, 2015 for consulting services for twelve months for a monthly fee of $7,000. To relieve our cash obligation of $36,000 per original agreement, we issued three convertible notes for a total of $120,000 which includes the fees due under the original agreement and the new monthly fees due under the expansion agreement. The $40,000 and $60,000 of the Notes were paid in full as of December 31, 2016 and December 31, 2017, respectively. The remaining balance of $20,000 Notes is in default and negotiation of settlement. The conversion price is equal to 55% of the average of the three lowest volume weighted average prices for the three consecutive trading days immediately prior to but not including the conversion date. At March 31, 2020 and December 31, 2019, the convertible notes payable with principal balance of $20,000, at fair value, were recorded at $50,687 and $56,373, respectively.
●	During May 2017, we issued a Convertible Debenture in the amount of $64,000 to an unrelated third party. The note carries interest at 8% and was due on May 4, 2018, unless previously converted into shares of restricted common stock. We have accrued interest at default interest rate of 20% after the note’s maturity date. The Note holder has the right to convert the note into shares of Common Stock at a sixty percent (60%) of the lowest trading price of our restricted common stock for the twenty trading days preceding the conversion date. During November 2017, the Note holder made a conversion of our restricted common stocks satisfying the principal balance of $856 and penalty of $6,400 for a fair value of $21,399. During February 2018, the remaining balance of $63,144 with accrued interest and penalty of $12,442 was assigned and sold to three unrelated third parties. During June 2018, a Note holder made a conversion of 50,670,000 shares of our restricted common stock with a fair value of $70,938 in satisfaction of the balance of $34,060 plus accrued interest of $8,607. During December 2019, the principal balance of $16,752 with accrued interest of $3,232 assigned and sold to a third party was settled as the part of settlement of issuances of 800,000,000 shares of common stocks during December 2019. At March 31, 2020 and December 31, 2019, the remaining principal of $12,629 plus accrued interest of $10,413 and $9,782, at fair value, was recorded at $38,404 and $62,253. The remaining principal balance of the Note is in default.
	All of the convertible notes discussed below are with a single unrelated third party.
●	During December 2016, we issued a Convertible Debenture to an unrelated third party in the amount of $110,000. The note carries interest at 12% and matured on September 8, 2017. Unless previously converted into shares of restricted common stock, the Note holder has the right to convert the note into shares of Common Stock at a sixty percent (60%) of the lowest trading prices of our restricted common stock for the twenty-five trading days preceding the conversion date. During June and July 2017, the Note holder made conversions of a total of 179,800,000 shares of stock satisfying the principal balance of $63,001 and accrued interest for a fair value of $298,575. During February 2018, the remaining balance of $46,999 with accrued interest of $2,820 was assigned and sold to an unrelated third party in the form of a Convertible Redeemable Note. As part of the debt sale, the Company entered into a settlement agreement with the original noteholder for a settlement of a default penalty of the original debt. During February and July, 2018, we issued a total of 105,157,409 shares of our restricted common stock to the original Note holder with a fair value of $147,220. At December 31, 2018, the Company owed additional shares to the original noteholder and recorded an accrual of $32,400 to account for the cost of the shares, and the shares were issued in January 2019.
	The new note of $49,819 carries interest at 8% and was due on February 13, 2019, unless previously converted into shares of restricted common stock. We have increased the outstanding principal due by 10% and accrued interest at default interest rate of 24% after the note’s maturity date. The Noteholder has the right to convert the note into shares of our restricted common stock at sixty percent of the lowest trading price of our restricted common stock for the twenty-five prior trading days including the conversion date. The conversion discount was further decreased to fifty percent due to the default on the Note. During September 2018, the Noteholder made a conversion of 52,244,433 shares of our restricted common stock with a fair value of $37,011 in satisfaction of principal balance of $15,000 and accrued interest in full. At March 31, 2020 and December 31, 2019, the convertible note payable with principal balance of $38,301, at fair value, was recorded at $103,311 and $246,819.
●	During February 2018, we issued a convertible debenture in the amount of $200,000 to an unrelated third party. The note carries interest at 8% and was due in February 2019, unless previously converted into shares of restricted common stock. We have increased the outstanding principal due by 10% and accrued interest at default interest rate of 24% after the note’s maturity date. The Note holder has the right to convert the note into shares of Common Stock at sixty percent of the lowest trading price of our restricted common stock for the twenty-five trading days including the date of receipt of conversion notice. The conversion discount was further decreased to fifty percent due to the default on the Note. In connection with the issuance of the convertible note payable, we recorded a day-one derivative loss of $1,646,242. At March 31, 2020 and December 31, 2019, the convertible note payable with principal balance of $220,000, at fair value, was recorded at $591,197 and $1,412,175. The note carries additional $200,000 “Back-end Note” ($100,000 each) with the same terms as the original note.
●	During April 2018, $65,000 of one of the $100,000 Back-end Note was funded. The note carries interest at 8% and was due in February 2019, unless previously converted into shares of restricted common stock. We have increased the outstanding principal due by 10% and accrued interest at default interest rate of 24% after the note’s maturity date. The Note holder has the right to convert the note into shares of Common Stock at sixty percent of the lowest trading price of our restricted common stock for the twenty-five trading days including the date of receipt of conversion notice. The conversion discount was further decreased to fifty percent due to the default on the Note. In connection with the issuance of the convertible note payable, we recorded a day-one derivative loss of $110,700. At March 31, 2020 and December 31, 2019, the convertible note payable with principal balance of $71,500, at fair value, was recorded at $192,139 and $458,957.

● During March 2018, we issued a convertible debenture in the amount of $60,000 to an unrelated third party. The note carries interest at 8% and was due in March 2019, unless previously converted into shares of restricted common stock. We have increased the outstanding principal due by 10% and accrued interest at default interest rate of 24% after the note’s maturity date. The Note holder has the right to convert the note into shares of Common Stock at sixty percent of the lowest trading price of our restricted common stock for the twenty-five trading days including the date of receipt of conversion notice. The conversion discount was further decreased to fifty percent due to the default on the Note. In connection with the issuance of the convertible note payable, we recorded a day-one derivative loss of $48,418. At March 31, 2020 and December 31, 2019, the convertible note payable with principal balance of $66,000, at fair value, was recorded at $174,930 and $417,576. The note carries an additional “Back-end Note” with the same terms as the original note that enables the lender to lend to us another $60,000.

● During June 2018, the $60,000 Back-end Note was funded. The note carries interest at 8% and was due in March 2019, unless previously converted into shares of restricted common stock. We have increased the outstanding principal due by 10% and accrued interest at default interest rate of 24% after the note’s maturity date. The Note holder has the right to convert the note into shares of Common Stock at sixty percent of the lowest trading price of our restricted common stock for the twenty-five trading days including the date of receipt of conversion notice. The conversion discount was further decreased to fifty percent due to the default on the Note. In connection with the issuance of the convertible note payable, we recorded a day-one derivative loss of $68,067. At March 31, 2020 and December 31, 2019, the convertible note payable with principal balance of $66,000, at fair value, was recorded at $174,929 and $417,577.

● During May 2018, we issued a convertible debenture in the amount of $60,000 to an unrelated third party. The note carries interest at 8% and was due in May 2019, unless previously converted into shares of restricted common stock. We have accrued interest at default interest rate of 24% after the note’s maturity date. The Note holder has the right to convert the note into shares of Common Stock at sixty percent of the lowest trading price of our restricted common stock for the twenty-five trading days including the date of receipt of conversion notice. The conversion discount was further decreased to fifty percent due to the default on the Note. In connection with the issuance of the convertible note payable, we recorded a day-one derivative loss of $59,257. At March 31, 2020 and December 31, 2019, the convertible note payable with principal balance of $60,000, at fair value, was recorded at $154,929 and $369,372.

● During August 2018, we issued a convertible debenture in the amount of $31,500 to an unrelated third party. The note carries interest at 8% and was due in August 2019, unless previously converted into shares of restricted common stock. We have accrued interest at default interest rate of 24% after the note’s maturity date. The Note holder has the right to convert the note into shares of Common Stock at sixty percent of the lowest trading price of our restricted common stock for the twenty-five trading days including the date of receipt of conversion notice. The conversion discount was further decreased to fifty percent due to the default on the Note. In connection with the issuance of the convertible note payable, we recorded a day-one derivative loss of $23,794. At March 31, 2020 and December 31, 2019, the convertible note payable with principal balance of $31,500, at fair value, was recorded at $77,195 and $183,565.

All of the above convertible notes with principal balance of a total of $553,301 including the additional principal increases due to the default terms were settled in October 2020 (See Note 12).

● During July 2018, we issued a convertible debenture in the amount of $50,000 to an unrelated third party. The note carries interest at 8% and was due in July 2019, unless previously converted into shares of restricted common stock. We have accrued interest at default interest rate of 24% after the note’s maturity date. The Note holder has the right to convert the note into shares of Common Stock at fifty-five percent of the average three lowest trading price of our restricted common stock for the fifteen trading days including the date of receipt of conversion notice. In connection with the issuance of the convertible note payable, we recorded a day-one derivative loss of $46,734. At March 31, 2020 and December 31, 2019, the convertible note payable, at fair value, was recorded at $113,546 and $180,176.

● During August 2018, we issued a convertible debenture in the amount of $20,000 to an unrelated third party. The note carries interest at 8% and was due in August 2019, unless previously converted into shares of restricted common stock. We have accrued interest at default interest rate of 24% after the note’s maturity date. The Note holder has the right to convert the note into shares of Common Stock at fifty-five percent of the average three lowest trading price of our restricted common stock for the fifteen trading days including the date of receipt of conversion notice. In connection with the issuance of the convertible note payable, we recorded a day-one derivative loss of $17,829. At March 31, 2020 and December 31, 2019, the convertible note payable, at fair value, was recorded at $44,557 and $70,635.

● During January 2019, the principal balance of $60,000 from a promissory note of $75,000 originated in September 2016 (See Note 6(2)) and accrued interest of $15,900 was restated in the form of a Convertible Note. The new note of $75,900 was due in one year from the restatement of the note. The Noteholder has the right to convert the note into shares of Common Stock at 50% discount to the average trading price of the three lowest closing stock prices for the twenty days prior to the notice of conversion. In connection with the issuance of the convertible note payable, we recorded a day-one derivative loss of $75,900.

	At March 31, 2020 and December 31, 2019, the convertible note payable, at fair value, was recorded at $151,800 and $253,000.
●	During February 2019, we issued a convertible promissory note to an unrelated third party in the amount up to $1,000,000 paid upon tranches. The note is due two years from the execution and funding of the note per tranche. The Noteholder has the right to convert the note into shares of Common Stock at a conversion price of the lower of $0.0005 or 50% discount to the average trading price of the three lowest closing stock prices for the twenty days prior to the notice of conversion. The five tranches of the Note in the amount of $387,799 have been funded as of March 31, 2020. In connection with issuance of the convertible note, the Noteholder agreed to eliminate two outstanding Notes of $27,000 and the accrued interest of $11,412 that were held by the Noteholder’s defunct entities. In connection with the issuance of the convertible note payable, we recorded a day-one derivative loss of $610,210. During May and June 2019, the Note holder made conversions of a total of 750,000,000 shares of stock satisfying the principal balance of $100,000 for a fair value of $275,000. During January and February 2020, the Note holder made conversions of a total of 500,000,000 shares of stock satisfying the principal balance of $175,000 for a fair value of $425,000 (See Note 7). At March 31, 2020, the convertible note payable with principal balance of $112,799, at fair value, was recorded at $225,597. Proceeds in the amount of $128,937 have been funded subsequent to March 31, 2020. During February through June 2021, the Note holder received a total of 240,350,000 shares of our restricted common stock in satisfaction the $120,175 of the Note with a fair value of $2,344,399. The remaining balance of $121,560 is due April 2023.
●	During June 2019, we issued a convertible promissory note to an unrelated third party for $240,000 with original issuance discount of $40,000. The note was due one year from the execution and funding of the notes. In connection with the issuance of this note, we issued 16,000,000 shares of our restricted common stock. The common stock was valued at $4,688 and recorded as a debt discount that was amortized over the life of the note. The Noteholder has the right to convert the note into shares of Common Stock at a conversion price of the lower of $0.0005 or 50% discount to the average trading price of the three lowest closing stock prices for the twenty days prior to the notice of conversion. In connection with the issuance of the convertible note payable, we recorded a day-one derivative loss of $240,000. Amortization for the debt discount for the three months ended March 31, 2020 and 2019 was $11,172 and $0, respectively. At March 31, 2020 and December 31, 2019, the debt discount was $11,172 and $22,344. The convertible note payable, at fair value, was recorded at $480,000 and $800,000. The Note is in default and negotiation of settlement.
(5)	At March 31, 2020 and December 31, 2019, the balance of $200,000 and $175,000, respectively, consisted of the following advances received from a third party: During the periods from May 2019 through February 2020, the Company received a total of $200,000 in deposits from a third party in connection with a Joint Venture proposal. The deposits were considered as payments towards the purchase of equity in the joint venture. The joint venture is currently on hold pending the outcome of the lawsuit with the Securities and Exchange Commission (see Note 11). During May 2020, the Company received an additional total of $25,000 in deposits from this third party in connection with a Joint Venture proposal.

XML

Stockholders' Deficit (Tables)

3 Months Ended

Mar. 31, 2020

Equity [Abstract]

Schedule of Common Stock Issued for Conversion of Debt

	Number of		Fair Value of
Date	shares converted		Debt Converted
1/21/2020		250,000,000	$	150,000
2/18/2020		250,000,000	$	275,000

XML

Stock Warrants (Tables)

3 Months Ended

Mar. 31, 2020

Share-based Payment Arrangement [Abstract]

Schedule of Warrants Issued

The warrants were valued using the Black-Scholes method and recorded as a debt discount and additional paid in capital. No warrants have been exercised.

Month of Issuance	Number of Warrants		Fair Value of Warrants		Month of Expiration
February, 2019		110,000,000	$	8,147	August, 2019
December, 2019		44,000,000	$	7,370	August, 2020

Summary of Warrants Outstanding

A summary of warrants outstanding in conjunction with private placements of common stock were as follows during the three months ended March 31, 2020 and the year ended December 31, 2019:

	Number Of shares			Weighted average exercise price
Balance December 31, 2018		12,600,000		$	0.026
Exercised		-			-
Issued		154,000,000			0.001
Expired		(114,100,000	)		0.0027
Balance December 31, 2019		52,500,000		$	0.0028
Exercised		-			-
Issued		-			-
Expired		(6,000,000	)		0.005
Balance March 31, 2020		46,500,000		$	0.0026

Summary of Fixed Price Warrants Outstanding

The following table summarizes information about fixed-price warrants outstanding as of March 31, 2020 and December 31, 2019:

	Exercise Price		Weighted Average Number Outstanding		Weighted Average Contractual Life	Weighted Average Exercise Price
March 31, 2020	$	0.001-0.03		46,500,000	0.42 years	$	0.0026
December 31, 2019	$	0.001-0.03		10,187,671	0.62 years	$	0.0028

XML

Accrued Expenses (Tables)

3 Months Ended

Mar. 31, 2020

Payables and Accruals [Abstract]

Schedule of Accrued Expenses

Accrued expenses consisted of the following:

	March 31, 2020		December 31, 2019
Accrued consulting fees	$	161,550	$	161,550
Accrued settlement expenses		35,000		35,000
Accrued payroll taxes		179,911		167,906
Accrued interest		238,354		231,186
Accrued others		15,459		16,905
Total	$	630,274	$	612,547

XML

Prepaid Expenses (Tables)

3 Months Ended

Mar. 31, 2020

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Schedule of Prepaid Expenses

Prepaid expenses and other current assets consist of the following:

	March 31, 2020			December 31, 2019
Supplier advances for future purchases	$	224,859		$	224,859
Reserve for supplier advances		(224,859	)		(224,859	)
Net supplier advances		-			-
Prepaid professional fees		20,265			8,650
Deferred stock compensation		1,000			8,500
Total	$	21,265		$	17,150

XML

Commitments and Contingencies (Tables)

3 Months Ended

Mar. 31, 2020

Commitments and Contingencies Disclosure [Abstract]

Schedule of Lease Cost and Balance Sheet Information

	March 31,
	2020
Lease cost
Operating lease cost	$	22,255
Short-term lease cost		11,219
Total lease cost	$	33,474
Balance sheet information
Operating ROU Assets	$	200,276
Operating lease obligations, current portion		75,588
Operating lease obligations, non-current portion		123,576
Total operating lease obligations	$	199,164
Weighted average remaining lease term (in years) – operating leases		2.42
Weighted average discount rate-operating leases		8	%
Supplemental cash flow information related to leases were as follows, for the three months ended March 31, 2020:
Cash paid for amounts included in the measurement of operating lease liabilities	$	32,437

Schedule of Future Minimum Payments Under Lease Agreements

Future minimum payments under these lease agreements are as follows:

December 31,	Total
2020(Remaining nine months)	$	66,339
2021		91,379
2022		62,274
Total future lease payments	$	219,992
Less imputed interest		20,828
Total	$	199,164

XML

Subsequent Events (Tables)

3 Months Ended

Mar. 31, 2020

Schedule of Common Stock Issued for Conversion of Debt

	Number of		Fair Value of
Date	shares converted		Debt Converted
1/21/2020		250,000,000	$	150,000
2/18/2020		250,000,000	$	275,000

Convertible Notes Payable [Member]

Summary of Warrants Issuance

	Number of		Fair Value of		Month of
Month of Issuance	Warrants		Warrants		Expiration
August, 2020		92,100,000	$	20,848	August, 2021
October, 2020		39,930,000	$	8,633	October, 2022

Schedule of Common Stock Issued for Conversion of Debt

	Number of		Fair Value of
Date	shares converted		Debt Converted
2/25/2021		137,700,000	$	1,500,930
3/3/2021		67,380,000	$	599,682
4/26/2021		27,070,000	$	192,197
6/1/2021		5,700,000	$	35,340
6/24/2021		2,500,000	$	16,250

Settlement of Convertible Promissory Notes [Member]

Schedule of Common Stock Issued for Conversion of Debt

	Number of		Fair Value of
Date	shares converted		Debt Converted
9/21/2020		107,133,333	$	171,413
10/5/2020		107,817,770		64,691

XML

Basis of Presentation and Summary of Significant Accounting Policies (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended			12 Months Ended
	May 31, 2020	Jun. 30, 2020	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019	Dec. 31, 2018
Accumulated deficit			$ (65,681,240)		$ (67,864,284)
Working capital deficit			(8,866,563)		(10,931,827)
Stockholders' deficit			(8,928,291)	$ (6,296,489)	(11,701,035)	$ (5,936,593)
Change in reserve for supplier advances for purchases			$ 0		23,948
Inventory adjustments					$ 224,859
Minimum [Member]
Property and equipment estimated useful lives			3 years
Maximum [Member]
Property and equipment estimated useful lives			7 years
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer One [Member]
Concentration risk, percentage			59.00%	17.00%
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer Two [Member]
Concentration risk, percentage				61.00%
PPP [Member]
Proceeds form loan	$ 64,895	$ 150,000

XML

Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($)		3 Months Ended
		Mar. 31, 2020	Mar. 31, 2019
Accounting Policies [Abstract]
Net income (loss) - basic		$ 2,183,044	$ (400,443)
Change in fair value of convertible notes		(2,854,140)
Interest on convertible debt		8,735
Net loss - diluted		$ (662,361)	$ (400,443)
Weighted-average common shares outstanding - basic		6,272,328,529	4,112,446,110
Convertible debt		6,020,875,493
Weighted-average common shares outstanding - diluted (1)	[1]	12,293,204,022	4,112,446,110
Net income (loss) per share - basic and diluted		$ 0.00	$ (0.00)

[1] Includes potential common shares that are in excess of authorized shares.

XML

Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Net Loss Per Share (Details) - shares	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Antidilutive securities excluded from computation of earnings per share	46,500,000	8,332,756,943
Option and Warrants [Member]
Antidilutive securities excluded from computation of earnings per share	46,500,000	122,600,000
Convertible Notes Payable [Member]
Antidilutive securities excluded from computation of earnings per share		6,972,376,110
Convertible Notes Payable Fair Value [Member]
Antidilutive securities excluded from computation of earnings per share		1,237,780,833

XML

Fair Value Measurements (Details Narrative)	Mar. 31, 2020
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member]
Warrants outstanding, measurement input, percentage	0.17
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member]
Warrants outstanding, measurement input, percentage	1.59
Measurement Input, Price Volatility [Member] | Minimum [Member]
Warrants outstanding, measurement input, percentage	320
Measurement Input, Price Volatility [Member] | Maximum [Member]
Warrants outstanding, measurement input, percentage	348

XML

Fair Value Measurements - Summary of Financial Instruments Measured at Fair Value (Details) - USD ($)	Mar. 31, 2020	Dec. 31, 2019
Warrant liability	$ 866	$ 1,411
Derivative liabilities	1,145,655	834,457
Convertible notes at fair value	2,562,049	5,814,047
Fair Value, Inputs, Level 1 [Member]
Warrant liability
Derivative liabilities
Convertible notes at fair value
Fair Value, Inputs, Level 2 [Member]
Warrant liability
Derivative liabilities
Convertible notes at fair value
Fair Value, Inputs, Level 3 [Member]
Warrant liability	866	1,411
Derivative liabilities	1,145,655	834,457
Convertible notes at fair value	$ 2,562,049	$ 5,814,047

XML

Fair Value Measurements - Summary of Changes in Fair Value Measurements Using Significant Unobservable Inputs (Details) - USD ($)		3 Months Ended	12 Months Ended
		Mar. 31, 2020	Dec. 31, 2019
Convertible Notes Payable [Member]
Beginning balance		$ 5,814,047	$ 1,156,341
Purchases and issuances		15,425	688,274
Day one loss on value of hybrid instrument	[1]	18,181	926,109
(Gain) loss from change in fair value	[1]	(2,871,776)	3,423,935
Debt discount		11,172	(22,344)
Settlement through issuance of common stock			(83,268)
Conversion to common stock		(425,000)	(275,000)
Ending balance		2,562,049	5,814,047
Warrant [Member]
Beginning balance		1,411	1,468
Total gain included in earnings	[2]	(545)	(57)
Ending balance		$ 866	$ 1,411

[1] The (gains) losses related to the valuation of the convertible notes are included in "Change in fair value of convertible notes and derivatives" in the accompanying consolidated statement of operations.

[2] The gain related to the revaluation of our warrant liability is included in "Change in fair value of convertible notes and derivatives" in the accompanying consolidated statement of operations.

XML

Fair Value Measurements - Summary of Assumptions and the Significant Terms (Details) - Convertible Notes Payable [Member]	3 Months Ended	12 Months Ended
	Mar. 31, 2020 USD ($) d $ / shares	Dec. 31, 2019 USD ($) d $ / shares
Face Amount | $	$ 1,084,629	$ 1,244,204
Maximum [Member]
Conversion Price | $ / shares	$ 0.00040	$ 0.000293
Percentage of stock price for look-back period	60.00%	60.00%
Look-back period | d	25	25
Minimum [Member]
Conversion Price | $ / shares	$ 0.00030	$ 0.00010
Percentage of stock price for look-back period	50.00%	50.00%
Look-back period | d	3	3
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member]
Long-term debt, measurement input	8	10
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member]
Long-term debt, measurement input	10	8
Measurement Input, Default Interest Rate [Member] | Maximum [Member]
Long-term debt, measurement input	24	24
Measurement Input, Default Interest Rate [Member] | Minimum [Member]
Long-term debt, measurement input	20	20
Measurement Input, Discount Rate [Member]
Long-term debt, measurement input

XML

Inventories - Schedule of Inventories (Details) - USD ($)	Mar. 31, 2020	Dec. 31, 2019
Inventory Disclosure [Abstract]
Raw Materials	$ 65,568	$ 52,183
Finished Goods	6,624	8,177
Total Inventories	72,192	60,360
Less: Long-term inventory	(65,568)	(52,183)
Current portion	$ 6,624	$ 8,177

XML

Property and Equipment (Details Narrative) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019
Property, Plant and Equipment [Abstract]
Depreciation	$ 712	$ 1,105	$ 1,105

XML

Property and Equipment - Schedule of Property and Equipment (Details) - USD ($)	Mar. 31, 2020	Dec. 31, 2019
Property and equipment, gross	$ 216,033	$ 216,033
Less: Accumulated depreciation	(209,982)	(209,270)
Property and equipment, net	6,051	6,763
Computer Equipment [Member]
Property and equipment, gross	25,120	25,120
Furniture and Fixtures [Member]
Property and equipment, gross	34,757	34,757
Lab Equipment [Member]
Property and equipment, gross	53,711	53,711
Telephone Equipment [Member]
Property and equipment, gross	12,421	12,421
Office Equipment - Other [Member]
Property and equipment, gross	16,856	16,856
Leasehold Improvements [Member]
Property and equipment, gross	$ 73,168	$ 73,168

XML

Due to/from Officer (Details Narrative) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019
Due to officer	$ 199,290		$ 122,812
Repayment of officers loans	4,200	$ 9,950
Loans from officer	118,500	4,100
Accrued interest expense for amount due to officer	1,678	1,817
Company other receivable reserves	524,970		564,470
Bad debt expense		2,789
Rik Deitsch [Member]
Due to officer	$ 199,290		$ 122,812
Bears interest percentage	4.00%		4.00%
Repayment of officers loans	$ 4,200		$ 134,015
Loans from officer	118,500		5,000
Accrued interest expense for amount due to officer	1,678		$ 6,330
Bad debt expense	$ 39,500	$ 0

XML

Debts - Schedule of Debt (Details) - USD ($)	Mar. 31, 2020	Dec. 31, 2019
Debt Disclosure [Abstract]
Note payable- Related Party (1)	$ 14,400	$ 14,400
Notes payable - Unrelated third parties (Net of discount of $19,947 and $8,921, respectively) (2)	1,394,693	1,385,163
Convertible notes payable - Unrelated third parties (Net of discount of $15,893 and $17,370, respectively) (3)	899,407	872,256
Convertible notes payable, at fair value (Net of discount of $11,172 and $22,344, respectively) (4)	2,562,049	5,814,047
Other advances from an unrelated third party (5)	200,000	175,000
Ending balances	5,070,549	8,260,866
Less: Long-term portion-Convertible Notes payable-Unrelated third parties	(225,597)	(907,912)
Current portion	$ 4,844,952	$ 7,352,954

XML

Debts - Schedule of Debt (Details) (Parenthetical)															1 Months Ended																									2 Months Ended			3 Months Ended			4 Months Ended	5 Months Ended	9 Months Ended	10 Months Ended	12 Months Ended
	Jun. 22, 2021 USD ($)	Mar. 31, 2021 USD ($) $ / shares	Jul. 31, 2020 USD ($)	Feb. 18, 2020 USD ($) shares	Jan. 21, 2020 USD ($) shares	Feb. 15, 2019 USD ($)	Aug. 14, 2018 USD ($) shares	Jul. 31, 2018 USD ($) shares	Feb. 28, 2018 USD ($)	Jul. 31, 2017 USD ($)	Jun. 30, 2017 USD ($)	Mar. 31, 2017 USD ($)	Mar. 28, 2016 USD ($)	Jun. 30, 2012 USD ($)	Apr. 30, 2021 USD ($)	Mar. 31, 2021 USD ($) $ / shares	Feb. 28, 2021 USD ($)	Oct. 31, 2020 USD ($) $ / shares	Aug. 31, 2020 USD ($)	Mar. 31, 2020 USD ($) $ / shares shares	Dec. 31, 2019 USD ($) $ / shares shares	Sep. 30, 2019 USD ($) shares	Aug. 31, 2019 USD ($)	Jun. 30, 2019 USD ($) shares	Feb. 28, 2019 USD ($) $ / shares shares	Jan. 31, 2019 USD ($)	Sep. 30, 2018 USD ($) shares	Aug. 31, 2018 USD ($) d shares	Jul. 31, 2018 USD ($) d shares	Jun. 30, 2018 USD ($) d shares	Jun. 30, 2018 USD ($)	May 31, 2018 USD ($) d	Apr. 30, 2018 USD ($) d	Mar. 31, 2018 USD ($) d	Feb. 28, 2018 USD ($) d	Sep. 30, 2017 USD ($)	May 31, 2017 USD ($) d	Apr. 30, 2017 USD ($) shares	Dec. 31, 2016 USD ($) d shares	Feb. 29, 2020 USD ($) shares	Jun. 30, 2019 USD ($) shares	Jul. 31, 2017 USD ($) shares	Mar. 31, 2020 USD ($) d $ / shares shares	Mar. 31, 2019 USD ($)	Mar. 31, 2012 USD ($) shares	May 31, 2020 USD ($)	Jun. 30, 2021 USD ($) $ / shares shares	Sep. 30, 2018 USD ($)	Feb. 28, 2020 USD ($)	Dec. 31, 2019 USD ($) d $ / shares shares	Dec. 31, 2018 USD ($) shares	Dec. 31, 2017 USD ($)	Dec. 31, 2016 USD ($) shares	Jul. 31, 2021 $ / shares	Dec. 31, 2020 USD ($) shares	Nov. 30, 2020 USD ($) $ / shares	Sep. 30, 2020 USD ($)	Jan. 31, 2020 USD ($)	Nov. 30, 2019 USD ($) $ / shares	Jul. 31, 2019 USD ($)	Jun. 17, 2019 USD ($) shares	May 31, 2019 USD ($) shares	Oct. 31, 2018 USD ($)	Jul. 12, 2018 USD ($)	Apr. 28, 2018 USD ($) shares	Nov. 30, 2017 USD ($) shares	Oct. 31, 2017 USD ($) shares	Oct. 20, 2017 USD ($)	Oct. 12, 2017 USD ($)	Aug. 31, 2017	Jul. 26, 2017 USD ($) $ / shares	Feb. 28, 2017 $ / shares	Jan. 31, 2017 USD ($)	Oct. 31, 2016 USD ($)	Sep. 26, 2016 USD ($)	Aug. 31, 2016 USD ($) shares	Jul. 31, 2016 USD ($) $ / shares	Jun. 30, 2016 USD ($)	May 31, 2016 USD ($)	Apr. 30, 2016 USD ($)	Apr. 30, 2014 $ / shares shares	Aug. 31, 2013 USD ($)	Dec. 31, 2012 USD ($)	Feb. 15, 2012 USD ($)	Dec. 31, 2011 USD ($)	Aug. 15, 2011 USD ($)	Aug. 02, 2011 USD ($)	Dec. 31, 2010 USD ($)	Feb. 28, 2010	Jan. 31, 2010
Notes payable																				$ 5,070,549	$ 8,260,866																						$ 5,070,549							$ 8,260,866
Accrued interest																																											32,676
Interest expense, debt																																											68,873	$ 75,145
Gain loss on extinguishment of debt																																											(22,000)	57,253
Debt instrument accrued interest																																											$ 12,150
Common stock, shares, issued | shares																				6,622,746,111	5,876,746,111																		1,000,000				6,622,746,111							5,876,746,111			1,000,000
Common stock issued value																				$ 6,622,746	$ 5,876,746																						$ 6,622,746							$ 5,876,746
Amortization of debt discount																																											24,873	38,117
Stock issued price per shares | $ / shares																					$ 0.18																													$ 0.18
Debt conversion, converted instrument, shares issued | shares				250,000,000	250,000,000
Number of shares issued for conversion of debt				$ 275,000	$ 150,000
Number of warrants issued | shares																																																																																	100,000
Warrant exercise price | $ / shares																																																																																	$ 0.025
Fair Value of Warrants																					$ 7,370				$ 8,147
Month of expiration																																																																																	Apr. 09, 2019
Other advances from an unrelated third party																																											25,000						$ 200,000
Other advances from an unrelated third party																				$ 200,000	$ 175,000																						$ 200,000							$ 175,000
Minimum [Member]
Warrant exercise price | $ / shares																				$ 0.03	$ 0.001																						$ 0.03							$ 0.001
Maximum [Member]
Warrant exercise price | $ / shares																				$ 0.001	$ 0.03																						$ 0.001							$ 0.03
Subsequent Event [Member]
Other advances from an unrelated third party																																														$ 25,000
Subsequent Event [Member] | Warrant [Member]
Debt discount																																																								$ 7,500
Warrant exercise price | $ / shares																																																								$ 0.002
Warrant outstanding																																																								$ 30,417
Fair Value of Warrants																		$ 8,633	$ 20,848
NonRelatedPartyFiveMember
Notes payable																																																																$ 220,506
Debt instrument, interest rate, stated percentage																																																																0.25%
Non Related Party Ten [Member]
Debt discount																				$ 14,000																							$ 14,000
Notes payable																				70,000																							70,000
Settlement Agreement [Member] | Non Related Party Ten [Member] | Subsequent Event [Member]
Cash settlement																																																									$ 84,000
Convertible Debtentures [Member] | Unrelated Third Party [Member]
Debt instrument, interest rate, stated percentage																																							12.00%														12.00%
Accrued interest																																			$ 2,820							$ 63,001
Common stock, shares, issued | shares								105,157,409																					105,157,409
Common stock issued value								$ 147,220																					$ 147,220
Convertible notes payable																																							$ 110,000												$ 32,400		$ 110,000
Debt maturity date																																							Sep. 08, 2017
Debt conversion, converted instrument, shares issued | shares																																										179,800,000
Debt conversion principle amount																																			46,999
Debt instrument conversion feature																																										$ 298,575
Conversion percentage																																							60.00%
Trading days | d																																							25
Convertible Debtentures [Member] | Non Related Party Fourteen [Member]
Debt discount																					$ 0							$ 3,800																						$ 0
Notes payable									$ 65,600																										65,600
Accrued interest																												10,476
Debt instrument, unamortized discount net issuance costs							$ 4,035
Amortization of debt discount																																												950							2,850
Convertible notes payable									$ 65,600												76,076							$ 76,076							$ 65,600															76,076																					$ 56,567		$ 56,567				$ 50,000
Debt instrument convertible debt percentage									2.50%																			2.50%							2.50%																																						2.50%				2.00%
Stock issued price per shares | $ / shares																																																																							$ 0.05						$ 0.05
Debt conversion, converted instrument, shares issued | shares							1,000,000																					5,000,000
Back and End Note [Member]
Debt instrument, interest rate, stated percentage																																	8.00%
Debt principal amount																				71,500	71,500												$ 100,000										71,500							71,500
Convertible notes payable																				192,139	458,957												$ 65,000										192,139							458,957
Debt instrument convertible debt percentage																																	24.00%
Conversion percentage																																	60.00%
Trading days | d																																	25
Derivative loss																																	$ 110,700
Back and End Note [Member] | Unrelated Third Party [Member]
Debt instrument, interest rate, stated percentage																														8.00%	8.00%
Debt principal amount																				66,000	66,000																						66,000							66,000
Convertible notes payable																				174,929	417,577									$ 60,000	$ 60,000												174,929							417,577
Debt instrument convertible debt percentage																														24.00%	24.00%
Conversion percentage																														60.00%
Trading days | d																														25
Derivative loss																														$ 68,067	$ 68,067
Restatement of Promissory Notes [Member] | Subsequent Event [Member]
Debt instrument, interest rate, stated percentage			2.00%
Debt principal amount			$ 166,926
Debt instrument accrued interest																	$ 23,258
Note Payable Unrelated Party [Member]
Debt discount																				19,947	8,921																						19,947							8,921
Non Related Parties Convertible Notes Payable [Member]
Debt discount																				15,893	17,370																						15,893							17,370
Convertible Notes Payable [Member]
Debt discount																				$ 11,172	22,344				5,000																		$ 11,172							22,344
Debt instrument, unamortized discount net issuance costs																					5,000																													5,000
Outstanding notes payable																																																			589,829
Amortization of debt discount																							$ 8,200																									$ 28,421
Convertible notes payable																		553,301			$ 70,000				$ 70,000																									$ 70,000
Debt instrument convertible debt percentage																									0.05%
Number of warrants issued | shares																					110,000,000																													110,000,000
Warrant exercise price | $ / shares																					$ 0.001																													$ 0.001
Warrant outstanding																					$ 8,147																													$ 8,147
Convertible Notes Payable [Member] | Warrant [Member]
Number of warrants issued | shares																					44,000,000				110,000,000																									44,000,000
Warrant exercise price | $ / shares																					$ 0.001																													$ 0.001
Fair Value of Warrants																					$ 7,370				$ 8,147
Month of expiration																					Aug. 31, 2020				Aug. 31, 2019																									Aug. 31, 2020
Convertible Notes Payable [Member] | Common Stock [Member]
Debt instrument, unamortized discount net issuance costs																					$ 6,400																													$ 6,400
Common stock, shares, issued | shares																					6,000,001																													6,000,001
Common stock issued value																					$ 1,800																													$ 1,800
Convertible Notes Payable [Member] | Minimum [Member]
Debt instrument convertible price per share | $ / shares																				$ 0.00030	$ 0.00010																						$ 0.00030							$ 0.00010
Conversion percentage																																											50.00%							50.00%
Trading days | d																																											3							3
Convertible Notes Payable [Member] | Maximum [Member]
Debt instrument convertible price per share | $ / shares																				$ 0.00040	$ 0.000293																						$ 0.00040							$ 0.000293
Conversion percentage																																											60.00%							60.00%
Trading days | d																																											25							25
Convertible Notes Payable [Member] | Subsequent Event [Member] | Warrant [Member]
Debt discount																		$ 29,481
Warrant exercise price | $ / shares																		$ 0.001
Convertible Notes Payable [Member] | Subsequent Event [Member] | Minimum [Member]
Debt instrument convertible price per share | $ / shares		$ 0.0003														$ 0.0003																															$ 0.0008							$ 0.0008
Convertible Notes Payable [Member] | Unrelated Third Party [Member]
Debt instrument, interest rate, stated percentage																																					8.00%
Accrued interest									$ 63,144												$ 3,232
Debt principal amount																				$ 12,629	12,629																						$ 12,629							$ 12,629
Non-payment penalty charges									$ 12,442																										$ 12,442																															$ 6,400
Convertible notes payable																				38,404	62,253									34,060	34,060						$ 64,000						38,404							62,253																856
Debt maturity date																																					May 04, 2018
Interest payable																				10,143	$ 9,782																						10,143							9,782
Debt instrument convertible debt percentage																																					20.00%
Deposit liabilities, accrued interest																														$ 8,607	8,607																																			21,399
Debt conversion, converted instrument, shares issued | shares																					800,000,000									50,670,000
Debt conversion principle amount																					$ 16,752
Debt instrument conversion feature																														$ 70,938
Conversion percentage																																					60.00%
Trading days | d																																					20
Convertible Notes Payable [Member] | Non Related Party Fourteen [Member]
Accrued interest																																																		12,149
Non-payment penalty charges																																																										$ 148,225
Convertible notes payable																																																										$ 60,000
Convertible Notes Payable [Member] | Non Related Party Fifteen [Member]
Debt instrument, unamortized discount net issuance costs																																																																			$ 10,000
Debt default, amount																																																																			$ 3,300
Common stock, shares, issued | shares																																																																			5,000,000
Convertible notes payable																																																																			$ 60,000
Convertible Notes Payable [Member] | Non Related Party Twenty [Member]
Debt discount																																																			255,655
Debt instrument, unamortized discount net issuance costs																																																			$ 62,950
Common stock, shares, issued | shares																																																			10,250,000
Common stock issued value																																																			$ 6,542
Amortization of debt discount																																																			62,950
Convertible notes payable																																																			618,250
Debt instrument conversion feature																																																			$ 249,113
Convertible Notes Payable [Member] | Non Related Party Twenty [Member] | Minimum [Member]
Debt instrument convertible debt percentage																																																			0.03%
Convertible Notes Payable [Member] | Non Related Party Twenty [Member] | Maximum [Member]
Debt instrument convertible debt percentage																																																			0.10%
Convertible Notes Payable [Member] | Unrelated Third Parties [Member]
Debt discount																				9,250																							9,250
Notes payable																				101,750																							101,750
Debt instrument, unamortized discount net issuance costs																					14,500																													14,500									$ 14,500
Debt settlement																																											915,300
Outstanding notes payable																				839,407																							839,407
Amortization of debt discount																																											1,542
Convertible notes payable																					$ 159,500																													$ 159,500									$ 159,500
Stock issued price per shares | $ / shares																					$ 0.0002																													$ 0.0002									$ 0.000275
Amortization																																																		$ 55,222
Convertible Notes Payable [Member] | Unrelated Third Parties [Member] | Minimum [Member]
Notes payable																				$ 33,000																							$ 33,000
Stock issued price per shares | $ / shares																				$ 0.002																							$ 0.002
Convertible Notes Payable [Member] | Unrelated Third Parties [Member] | Maximum [Member]
Notes payable																				$ 68,750																							$ 68,750
Stock issued price per shares | $ / shares																				$ 0.0005																							$ 0.0005
Convertible Notes Payable [Member] | Unrelated Third Parties [Member] | Subsequent Event [Member]
Debt discount			1,900															$ 1,650	7,550
Debt principal amount			20,900															$ 16,500	$ 38,500
Repayments of convertible debt															$ 19,500	$ 19,500
Convertible Notes Payable [Member] | 16 Unrelated Third Parties [Member]
Debt discount																					$ 17,370																													17,370
Convertible notes payable																					736,180																													736,180
Amortization																																											$ 9,185
Convertible Notes Payable [Member] | Brewer and Associates Consulting, LLC [Member] | Non Related Party Twenty [Member]
Repayments of notes payable																																																				$ 60,000	$ 40,000
Debt principal amount																				$ 20,000	20,000																						20,000							20,000
Convertible notes payable													$ 120,000							$ 50,687	$ 56,373																						50,687							$ 56,373
Extinguishment debt extinguishment assets payments													7,000
Derivative, collateral, obligation to return cash													$ 36,000
Convertible Notes Payable [Member] | Note Agreement [Member]
Debt principal amount																									$ 1,000,000
Proceeds from loan																																											$ 112,799
Convertible Notes Payable [Member] | Note Agreement [Member] | Subsequent Event [Member]
Stock issued during period, restricted stock | shares																																															240,350,000
Stock issued during period, restricted stock value																																															$ 120,175
Debt instrument fair value																																															$ 2,344,399
Proceeds from loan	$ 128,937
Convertible Notes Payable [Member] | Promissory Note [Member]
Debt principal amount																										$ 75,000
Convertible notes payable																										60,000
Interest payable																										15,900
Derivative loss																										75,900
Convertible Notes Payable [Member] | Promissory Note [Member] | Settlement Agreement [Member] | Non Related Party Fifteen [Member]
Common stock, shares, issued | shares																				1,000,000	1,000,000																						1,000,000							1,000,000
Common stock issued value																				$ 1,500	$ 1,500																						$ 1,500							$ 1,500
Convertible notes payable																				60,000	60,000																						60,000							60,000
Convertible Notes Payable [Member] | Convertible Promissory Note [Member] | Non Related Party Twenty Five [Member]
Debt discount																					33,516																													33,516
Convertible notes payable																					540,000																													540,000
Convertible Notes Payable [Member] | Convertible Debtentures [Member]
Debt instrument, interest rate, stated percentage																																							8.00%														8.00%
Debt principal amount																				38,301	38,301																						38,301							38,301
Convertible notes payable																				103,311	246,819																		$ 49,819				103,311							246,819			$ 49,819
Debt maturity date																																							Feb. 13, 2019
Debt instrument convertible debt percentage																																							24.00%														24.00%
Conversion percentage																																							60.00%
Trading days | d																																							25
Convertible Notes Payable [Member] | Convertible Debenture [Member] | Restricted Stock [Member]
Debt principal amount																											$ 15,000																					15,000
Debt conversion, converted instrument, shares issued | shares																											52,244,433
Number of shares issued for conversion of debt																											$ 37,011
Convertible Notes Payable [Member] | Restatement of Promissory Notes [Member]
Repayments of convertible debt																										$ 75,900
Conversion percentage																										50.00%
Note Payable One [Member]
Interest expense, debt																																											4,721							4,196
Note Payable One [Member] | Promissory Note [Member]
Notes payable																				14,400	14,400																						14,400							14,400	$ 12,000	12,000
Debt instrument, unamortized discount net issuance costs																																																			2,400	2,000
Note Payable One [Member] | Director [Member]
Notes payable																																																																																								$ 200,000
Debt instrument, interest rate, stated percentage																																																																																									12.00%	10.00%
Accrued interest																																											164,276							159,555
Note Payable Two [Member]
Notes payable																				1,394,693	1,385,163																						1,394,693							1,385,163
Debt instrument, unamortized discount net issuance costs																				19,947	8,921																						19,947							8,921
Note Payable Two [Member] | UniversityCentreWestLtdMember
Debt instrument rent expenses																																																																																			$ 55,410
Note Payable Two [Member] | Related Party [Member]
Notes payable																																																																														$ 50,000	$ 75,000
Debt instrument, interest rate, stated percentage																																																																														2.00%	2.00%
Accrued interest																																											53,001							49,967
Repayments of notes payable																																						$ 25,000
Debt principal amount																				50,000	50,000																						50,000							50,000
Common stock, shares, issued | shares																																						5,000,000
Note Payable Two [Member] | Related Party One [Member]
Accrued interest																																											46,200							43,166
Debt principal amount																				50,000	50,000																						50,000							50,000
Note Payable Two [Member] | Unrelated Third Party [Member]
Notes payable																																																																				$ 180,250
Debt instrument, interest rate, stated percentage																																																																				2.50%
Note Payable Two [Member] | NonRelatedPartyFiveMember
Notes payable										$ 200,000	$ 12,500																															200,000
Debt instrument, interest rate, stated percentage											10.00%																																																											15.00%
Accrued interest																																											3,528							3,212
Debt issuance costs, gross										5,500																																5,500
Note Payable Two [Member] | Non Related Party Two [Member]
Debt discount																				2,947	4,421																						2,947							4,421											$ 3,945
Accrued interest																																																			282,983
Debt instrument, unamortized discount net issuance costs																					3,616																													3,616	$ 329
Common stock, shares, issued | shares																																																													10,000,000
Amortization of debt discount																				1,474																														1,474
Note Payable Two [Member] | Non Related Party Two [Member] | Subsequent Event [Member]
Debt discount																																																							$ 5,895
Notes payable																																																							$ 333,543
Common stock, shares, issued | shares																																																							333,543
Note Payable Two [Member] | Non Related Party Nine [Member]
Debt discount																				0	12,149	$ 10,000		$ 12,381																	$ 12,381		0	4,127						12,149
Notes payable																				61,746	60,000																						61,746							60,000
Debt instrument, unamortized discount net issuance costs																				8,254													10,000										8,254																	$ 10,000
Non-payment penalty charges																																												148,225
Common stock, shares, issued | shares																						10,000,000
Common stock issued value																						$ 4,000
Long-term debt, maturities																					$ 76,076																													$ 76,076
Interest payable																																												7,710
Debt instrument convertible debt percentage																					2.00%																													2.00%
Note Payable Two [Member] | Non Related Party Ten [Member]
Debt discount																				20,000	$ 0																						20,000							$ 0
Notes payable																				50,000	120,000																						50,000							120,000
Debt instrument, unamortized discount net issuance costs																				120,000																							120,000
Common stock, shares, issued | shares																																																			1,500,000
Common stock issued value																																																			$ 2,250
Note Payable Two [Member] | Non Related Party Eleven [Member]
Debt discount																				20,000																							20,000
Notes payable																				50,000																							50,000																							18,000
Debt instrument, unamortized discount net issuance costs																				120,000																							120,000																							$ 3,000
Cash settlement																				$ 37,500																							$ 37,500
Common stock, shares, issued | shares																				125,000,000																							125,000,000
Common stock issued value																				$ 87,500																							$ 87,500
Note Payable Two [Member] | Liquid Packaging Resources Inc [Member]
Non-payment penalty charges																																													$ 100,000
Note Payable Two [Member] | Southridge Partners, LLP [Member]
Notes payable																																																																																		$ 281,772
Noncash transaction, value consideration received														$ 281,772
Note Payable Two [Member] | Settlement Agreement [Member] | NonRelatedPartyFiveMember
Notes payable																																																				191,329
Note Payable Two [Member] | Settlement Agreement [Member] | Non Related Party Two [Member]
Notes payable																				333,543	333,543																						333,543							333,543
Accrued interest																																											45,362							25,127
Note Payable Two [Member] | Settlement Agreement [Member] | Non Related Party Four [Member]
Accrued interest																																											42,500							39,466
Note Payable Two [Member] | Settlement Agreement [Member] | Non Related Party Six [Member]
Notes payable																				80,034	92,728																						80,034							92,728
Repayments of notes payable																																											12,694							42,698	$ 34,976
Cash settlement																														$ 20,927	20,927
Note Payable Two [Member] | Settlement Agreement [Member] | Non Related Party Six [Member] | Subsequent Event [Member]
Repayments of notes payable			5,000
Repayments of lines of credit			$ 2,000
Outstanding notes payable															33,874
Cash settlement															$ 130,401
Note Payable Two [Member] | Settlement Agreement [Member] | Non Related Party Nine [Member]
Common stock, shares, issued | shares																																																			10,000,000
Common stock issued value																																																			$ 3,000
Note Payable Two [Member] | Settlement Agreement [Member] | Non Related Party Eleven [Member]
Accrued interest																																											2,000							2,000
Repayments of notes payable																																											18,000							18,000
Common stock, shares, issued | shares																																																																		7,000,000
Common stock issued value																																																																		$ 5,600
Note Payable Two [Member] | Settlement Agreement [Member] | Liquid Packaging Resources Inc [Member]
Notes payable																																																																																				$ 50,000		$ 50,000	$ 350,000
Repayments of lines of credit																																													$ 25,000
Debt principal amount																																																																																					$ 175,000
Non-payment penalty charges																																																																																					$ 25,000
Sale of stock, number of shares | shares																																													142,858
Note Payable Two [Member] | Promissory Note [Member]
Notes payable																																																																																$ 10,000
Debt instrument, interest rate, stated percentage																																																																																10.00%
Debt instrument accrued interest																																											4,006							3,755
Note Payable Two [Member] | Promissory Note [Member] | Unrelated Third Party [Member]
Notes payable																																																																												$ 150,000
Debt instrument, interest rate, stated percentage																																																																												2.50%
Note Payable Two [Member] | Promissory Note [Member] | NonRelatedPartyOneMember
Debt discount																																																																												$ 2,765
Notes payable																																																													$ 282,983
Debt instrument, interest rate, stated percentage																																																													2.00%
Repayments of notes payable								$ 220,506
Common stock, shares, issued | shares								5,000,000																					5,000,000																																															2,000,000
Common stock issued value								$ 5,500																					$ 5,500
Amortization of debt discount																																																			2,765
Note Payable Two [Member] | Promissory Note [Member] | Non Related Party Three [Member]
Notes payable																				15,000	15,000					$ 60,000																	15,000							15,000																									$ 75,000
Debt instrument, interest rate, stated percentage																																																																											10.00%
Accrued interest																																											1,371							1,371
Debt instrument accrued interest																										15,900
Long-term debt, maturities																										$ 15,000
Note Payable Two [Member] | Promissory Note [Member] | Non Related Party Four [Member]
Notes payable																																																																										$ 50,000
Debt instrument, interest rate, stated percentage																																																																										2.00%
Note Payable Two [Member] | Promissory Note [Member] | Non Related Party Seven [Member]
Notes payable										50,000										50,000	50,000																					$ 50,000	50,000							50,000
Amortization of debt discount										$ 10,000
Note Payable Two [Member] | Promissory Note [Member] | Non Related Party Eight [Member]
Notes payable																				29,500	30,000															$ 36,000							29,500							30,000							33,000
Accrued interest																																											3,000							4,500
Debt instrument, unamortized discount net issuance costs																						6,000					6,000									6,000												$ 6,000									$ 3,000
Repayments of notes payable																						$ 5,000					$ 7,000									$ 1,500							2,000
Amortization of debt discount																																																		7,500
Note Payable Two [Member] | Promissory Note [Member] | Non Related Party Eight [Member] | Subsequent Event [Member]
Notes payable		$ 30,000														$ 30,000
Debt instrument, interest rate, stated percentage		12.00%														12.00%
Debt instrument convertible price per share | $ / shares		$ 0.01														$ 0.01
Repayments of notes payable		$ 1,000
Note Payable Two [Member] | Promissory Note [Member] | Non Related Party Nine [Member]
Debt discount																																																																			3,200
Notes payable																																																				$ 60,000															50,000
Debt instrument, unamortized discount net issuance costs																																																																			$ 10,000
Common stock, shares, issued | shares																																																																	1,000,000		5,000,000
Common stock issued value																																																																	$ 1,700
Note Payable Two [Member] | Promissory Note [Member] | Non Related Party Ten [Member]
Debt discount																				14,000																							14,000																							5,600
Notes payable																				$ 70,000																							$ 70,000																							120,000
Debt instrument, unamortized discount net issuance costs																																																																		$ 20,000
Common stock, shares, issued | shares																				46,000,000																							46,000,000																							10,000,000
Common stock issued value																				$ 32,200																							$ 32,200
Note Payable Two [Member] | Promissory Note [Member] | Non Related Party Eleven [Member]
Common stock, shares, issued | shares																																																																		5,000,000
Common stock issued value																																																																		$ 2,900
Note Payable Two [Member] | Promissory Note Two [Member]
Notes payable						$ 101,818														90,500																							90,500																										$ 201,818
Debt instrument, interest rate, stated percentage																																																																					12.00%
Accrued interest																																											32,676							52,500
Debt instrument convertible price per share | $ / shares																																																																								$ 0.008
Repayments of notes payable												$ 6,365
Repayments of lines of credit																																											22,500							13,500
Debt settlement																																											88,500
Gain loss on extinguishment of debt																																											15,500	18,841
Outstanding notes payable																				91,156																							91,156
Note Payable Two [Member] | Promissory Note Two [Member] | Scheduled Payments Through May 1, 2020 [Member]
Accrued interest						21,023
Repayments of lines of credit						$ 104,000
Note Payable Two [Member] | Promissory Note Two [Member] | Settlement [Member]
Accrued interest																																											32,676
Note Payable Two [Member] | Reverse Stock Split [Member] | Settlement Agreement [Member] | Liquid Packaging Resources Inc [Member]
Non-payment penalty charges																																													$ 350,000
Sale of stock, number of shares | shares																																													5,714,326
Cash settlement																																													$ 450,000
Debt default, amount																																													$ 100,000
Note Payable Two [Member] | Note Holder [Member] | Non Related Party Nine [Member]
Debt discount																																	8,678
Debt instrument, unamortized discount net issuance costs																																	18,678																													$ 10,000	$ 10,000
Debt default, amount																																																														$ 2,381
Common stock, shares, issued | shares																																																														5,000,000
Common stock issued value																																	$ 60,000
Note Payable Two [Member] | Director [Member] | Promissory Note Two [Member]
Notes payable																				143,656	160,633																						143,656							160,633	192,974																									$ 200,000
Debt instrument, interest rate, stated percentage																																																																												12.00%
Accrued interest																																																		50,971	$ 40,033
Repayments of notes payable											$ 8,844
Note Payable Two [Member] | Former Director [Member] | Promissory Note Two [Member]
Notes payable																																																																												$ 100,000
Note Payable Two [Member] | Two Unrelated Parties [Member] | Settlement Agreement [Member]
Repayments of notes payable																															130,401
Repayments of lines of credit																															$ 40,000
Convertible Notes Payable Three of the Notes [Member] | Unrelated Third Parties [Member]
Repayments of convertible debt																					13,500
Convertible Notes Payable Six of the Notes [Member] | Unrelated Third Parties [Member]
Repayments of convertible debt																					$ 87,100
Debt conversion, converted instrument, shares issued | shares																					800,000,000
Convertible Loans One [Member]
Debt instrument, unamortized discount net issuance costs																				11,172	$ 22,344																						11,172							22,344
Convertible notes payable																				2,562,049	5,814,047																						2,562,049							5,814,047
Convertible Notes Payable One [Member] | Convertible Debtentures [Member]
Debt instrument, interest rate, stated percentage									8.00%																										8.00%
Debt principal amount																				220,000	220,000																						220,000							220,000
Convertible notes payable									$ 200,000											591,197	1,412,175														$ 200,000								591,197							1,412,175
Debt maturity date																																			Feb. 28, 2019
Debt instrument convertible debt percentage									24.00%																										24.00%
Conversion percentage																																			60.00%
Trading days | d																																			25
Derivative loss									$ 1,646,242																										$ 1,646,242
Convertible Notes Payable One [Member] | Convertible Debtentures [Member] | Unrelated Third Party [Member]
Debt instrument, interest rate, stated percentage																																		8.00%
Debt principal amount																					66,000																													66,000
Convertible notes payable																					417,576													$ 60,000																417,576
Debt instrument convertible debt percentage																																		24.00%
Conversion percentage																																		60.00%
Trading days | d																																		25
Derivative loss																																		$ 48,418
Convertible Notes Payable One [Member] | Convertible Debtentures [Member] | Unrelated Third Party [Member]
Debt principal amount																				66,000																							66,000
Convertible notes payable																				174,930																							174,930
Convertible Notes Payable One [Member] | Back and End Note [Member] | Unrelated Third Party [Member]
Convertible notes payable																																		$ 60,000
Convertible Notes Payable Two [Member] | Convertible Debtentures [Member] | Unrelated Third Party [Member]
Debt instrument, interest rate, stated percentage																																8.00%
Debt principal amount																				60,000	60,000																						60,000							60,000
Convertible notes payable																				154,929	369,372											$ 60,000											154,929							369,372
Debt maturity date																																May 31, 2019
Debt instrument convertible debt percentage																																24.00%
Conversion percentage																																60.00%
Trading days | d																																25
Derivative loss																																$ 59,257
Convertible Notes Payable Three [Member] | Convertible Debtentures [Member] | Unrelated Third Party [Member]
Debt instrument, interest rate, stated percentage																												8.00%
Debt principal amount																				31,500	31,500																						31,500							31,500
Convertible notes payable																				77,195	183,565							$ 31,500															77,195							183,565
Debt maturity date																												Aug. 31, 2019
Debt instrument convertible debt percentage																												24.00%
Conversion percentage																												60.00%
Trading days | d																												25
Derivative loss																												$ 23,794
Convertible Notes Payable Four [Member] | Convertible Debtentures [Member] | Unrelated Third Party [Member]
Debt instrument, interest rate, stated percentage								8.00%																					8.00%
Convertible notes payable								$ 50,000												113,546	180,176								$ 50,000														113,546							180,176
Debt maturity date																													Jul. 31, 2019
Debt instrument convertible debt percentage								24.00%																					24.00%
Conversion percentage																													55.00%
Trading days | d																													15
Derivative loss								$ 46,734																					$ 46,734
Convertible Notes Payable Five [Member] | Convertible Debtentures [Member] | Non Related Party Twenty Two[Member]
Debt instrument, interest rate, stated percentage																												8.00%
Convertible notes payable																				44,557	70,635							$ 20,000															44,557							70,635
Debt maturity date																												Aug. 31, 2019
Debt instrument convertible debt percentage																												24.00%
Conversion percentage																												55.00%
Trading days | d																												15
Derivative loss																												$ 17,829
Convertible Notes Payable [Member]
Convertible notes payable																				151,800	253,000																						151,800							253,000
Convertible Notes Payable [Member] | Four Tranches [Member]
Convertible notes payable																				387,799																							387,799
Convertible Promissory Note [Member]
Debt discount																				22,344																							22,344
Debt instrument, unamortized discount net issuance costs																								40,000																	40,000
Repayments of notes payable																									27,000
Debt principal amount																				112,799																							112,799
Amortization of debt discount																								4,688																			11,172	$ 0
Convertible notes payable																				225,597				240,000																	$ 240,000		225,597
Interest payable																									11,412
Debt conversion, converted instrument, shares issued | shares																																								500,000,000	750,000,000
Debt conversion principle amount																																								$ 175,000	$ 100,000
Number of shares issued for conversion of debt																																								$ 425,000	275,000
Derivative loss																								$ 240,000	$ 610,210																$ 240,000
Debt instrument conversion terms																								The Noteholder has the right to convert the note into shares of Common Stock at a conversion price of the lower of $0.0005 or 50% discount to the average trading price of the three lowest closing stock prices for the twenty days prior to the notice of conversion.	The Noteholder has the right to convert the note into shares of Common Stock at a conversion price of the lower of $0.0005 or 50% discount to the average trading price of the three lowest closing stock prices for the twenty days prior to the notice of conversion.
Stock issued during period, restricted stock | shares																								16,000,000
Convertible Promissory Note [Member] | Maximum [Member]
Debt instrument convertible price per share | $ / shares																									$ 0.0005
Debt principal amount																									$ 1,000,000
Convertible Promissory Note [Member] | Unrelated Third Party [Member]
Debt discount																				11,172	22,344																						11,172							22,344
Convertible notes payable																				480,000	$ 800,000																						480,000							$ 800,000
Convertible Promissory Note [Member] | Note Agreement [Member]
Convertible notes payable																				$ 121,560																							$ 121,560
Debt maturity date																																											Mar. 31, 2023

XML

Stockholders' Deficit (Details Narrative) - USD ($)					1 Months Ended					3 Months Ended		12 Months Ended
	Feb. 18, 2020	Jan. 21, 2020	Jun. 30, 2018	Oct. 30, 2017	Mar. 31, 2020	Feb. 29, 2020	Jan. 31, 2020	Jun. 30, 2019	Apr. 30, 2019	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019	Sep. 30, 2018	Mar. 07, 2018	Mar. 06, 2018	Nov. 30, 2017	Apr. 30, 2016
Common stock, shares authorized					8,000,000,000					8,000,000,000		8,000,000,000		8,000,000,000	2,000,000,000
Preferred stock, shares authorized				20,000,000	20,000,000					20,000,000		20,000,000
Available for distribution, cash per share				$ 0.133
Number of shares issued for conversion of debt, shares	250,000,000	250,000,000
Notes payable					$ 5,070,549					$ 5,070,549		$ 8,260,866
Common stock per share value					$ 0.001					$ 0.001		$ 0.001
Restricted Stock [Member]
Equity compensation charge										$ 7,500		$ 21,500
Share-based payment arrangement, nonvested award, cost not yet recognized, amount					$ 1,000					1,000
Restricted Stock [Member] | Consultant [Member]
Stock issued during the period for services, shares								15,000,000	120,000,000
Stock issued during the period for services								$ 6,000	$ 24,000
Consultant Agreement [Member] | Restricted Stock [Member]
Stock issued during the period for services, shares			100,000,000
Common stock per share value													$ 0.0012
Non Related Party Ten [Member]
Notes payable					70,000					70,000
Debt discount					14,000					14,000
Three note holder [Member] | Restricted Stock [Member]
Equity compensation charge								$ 120,000		0	$ 30,000
Note Payable Two [Member]
Notes payable					1,394,693					1,394,693		1,385,163
Debt instrument, unamortized discount net issuance costs					19,947					19,947		8,921
Note Payable Two [Member] | Non Related Party Ten [Member]
Notes payable					50,000					50,000		120,000
Debt instrument, unamortized discount net issuance costs					120,000					120,000
Debt discount					$ 20,000					20,000		$ 0
Number of shares issued for settlement of debt					125,000,000
Shares issued for settlement of debt amount					$ 87,500
Other expense, debt					$ 37,500
Notes Payable [Member]
Number of shares issued for conversion of debt, shares						500,000,000	500,000,000
Debt instrument, face amount						$ 175,000	$ 175,000
Notes Payable [Member] | Maximum [Member]
Debt instrument, face amount						$ 1,000,000	$ 1,000,000
Promissory Note [Member] | Debt Modification and Penalty [Member]
Stock issuance during period, shares					121,000,000		121,000,000
Stock issuance during period, value					$ 77,200		$ 77,200
Promissory Note [Member] | Note Payable Two [Member]
Notes payable																	$ 10,000
Promissory Note [Member] | Note Payable Two [Member] | Non Related Party Ten [Member]
Notes payable					70,000					70,000						$ 120,000
Debt instrument, unamortized discount net issuance costs																20,000
Debt discount					$ 14,000					$ 14,000						$ 5,600
Series A Preferred Stock [Member]
Stock issuance during period, shares				3,000,000

XML

Stockholders' Deficit - Schedule of Common Stock Issued for Conversion of Debt (Details) - USD ($)	Feb. 18, 2020	Jan. 21, 2020
Equity [Abstract]
Number of shares converted	250,000,000	250,000,000
Fair value of debt converted	$ 275,000	$ 150,000

XML

Stock Warrants (Details Narrative) - USD ($)	1 Months Ended		3 Months Ended	12 Months Ended
	Dec. 31, 2019	Feb. 28, 2019	Mar. 31, 2020	Dec. 31, 2019	Dec. 31, 2018	Mar. 31, 2017	Apr. 04, 2016	Mar. 03, 2016	Apr. 30, 2014
Notes Payable	$ 8,260,866		$ 5,070,549	$ 8,260,866
Number of warrants to purchase common stock									100,000
Warrants, exercise price per share									$ 0.025
Fair value of warrants	7,370	$ 8,147
Warrants, expiration date									Apr. 09, 2019
Three Convertible Notes Payable [Member]
Notes Payable	22,000	$ 70,000		22,000
Warrants, exercise price per share		$ 0.001
Three Year Warrant [Member]
Notes Payable						$ 80,000
Warrants, term						3 years	3 years
Number of warrants to purchase common stock						600,000	4,000,000
Warrants, exercise price per share						$ 0.005	$ 0.05
Fair value of warrants			0	539
Warrants, expiration date						Mar. 30, 2020	Apr. 04, 2019
Three Year Warrant [Member] | Convertible Notes Payable [Member]
Fair value of warrants					$ 0
Five Year Warrant [Member]
Warrants, term								5 years
Number of warrants to purchase common stock								2,500,000
Warrants, exercise price per share								$ 0.03
Fair value of warrants			$ 866	872
Warrants, expiration date								Mar. 03, 2021
Warrant [Member]
Warrants, intrinsic value	$ 0			$ 0
Stock price	$ 0.0006			$ 0.0006

XML

Stock Warrants - Schedule of Warrants Issued (Details) - USD ($)	1 Months Ended
	Dec. 31, 2019	Feb. 28, 2019
Share-based Payment Arrangement [Abstract]
Number of Warrants	44,000,000	110,000,000
Fair Value of Warrants	$ 7,370	$ 8,147
Month of Expiration	August, 2020	August, 2019

XML

Stock Warrants - Summary of Warrants Outstanding (Details) - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2020	Dec. 31, 2019
Weighted Average Exercise Price, Warrants, Beginning	$ 0.0028
Weighted Average Exercise Price, Warrants, Ending	$ 0.0026	$ 0.0028
Warrant [Member]
Number of warrants outstanding, Beginning	52,500,000	12,600,000
Number of warrants, Exercised
Number of warrants, Issued		154,000,000
Number of warrants, Expired	(6,000,000)	(114,100,000)
Number of warrants outstanding, Ending	46,500,000	52,500,000
Weighted Average Exercise Price, Warrants, Beginning	$ 0.0028	$ 0.026
Weighted Average Exercise Price, Warrants, Exercised
Weighted Average Exercise Price, Warrants, Issued		0.001
Weighted Average Exercise Price, Warrants, Expired	0.005	0.0027
Weighted Average Exercise Price, Warrants, Ending	$ 0.0026	$ 0.0028

XML

Stock Warrants - Summary of Fixed Price Warrants Outstanding (Details) - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2020	Dec. 31, 2019	Apr. 30, 2014
Exercise Price			$ 0.025
Weighted Average Exercise Price	$ 0.0026	$ 0.0028
Maximum [Member]
Exercise Price	0.001	0.03
Minimum [Member]
Exercise Price	$ 0.03	$ 0.001
Weighted Average Number Outstanding	46,500,000	10,187,671
Weighted Average Contractual Life	5 months 1 day	7 months 13 days

XML

Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($)	Mar. 31, 2020	Dec. 31, 2019
Payables and Accruals [Abstract]
Accrued consulting fees	$ 161,550	$ 161,550
Accrued settlement expenses	35,000	35,000
Accrued payroll taxes	179,911	167,906
Accrued interest	238,354	231,186
Accrued others	15,459	16,905
Total	$ 630,274	$ 612,547

XML

Prepaid Expenses (Details Narrative) - USD ($)	Mar. 31, 2020	Dec. 31, 2019
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Future reserve for purchases	$ 0	$ 23,948
Total valuation allowance for prepaid	$ 224,859	$ 224,859

XML

Prepaid Expenses - Schedule of Prepaid Expenses (Details) - USD ($)	Mar. 31, 2020	Dec. 31, 2019
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Supplier advances for future purchases	$ 224,859	$ 224,859
Reserve for supplier advances	(224,859)	(224,859)
Net supplier advances
Prepaid professional fees	20,265	8,650
Deferred stock compensation	1,000	8,500
Total	$ 21,265	$ 17,150

XML

Commitments and Contingencies (Details Narrative) - USD ($)								3 Months Ended
	Feb. 15, 2019	Aug. 01, 2017	Apr. 12, 2017	Aug. 31, 2016	Feb. 28, 2016	Oct. 30, 2015	Jul. 31, 2015	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2016
Operating lease term					3 years
Operating lease due					$ 3,200
Lease expiration date					Feb. 28, 2019
Common stock shares issued								6,622,746,111		5,876,746,111		1,000,000
Note issued								$ 87,500	$ 32,400
Shares issued, price per share										$ 0.18
Accrued liabilities for commissions, expense and taxes								142,500		$ 142,500
Equity compensation charges												$ 31,750
Accrued expenses								$ 19,150		$ 19,150
Share based compensation, shares not yet issued								1,500,000
Accrued interest								$ 32,676
Loss contingency, allegations								The violations alleged against the Company by the SEC include: (a) raising over $920,000 in at least two private placement offerings for which the Company failed to file required registration statements with the SEC; (b) issuing a series of materially false or misleading press releases; (c) making false statements in at least one Form 10-Q; and (d) failing to make required public filings with the SEC to disclose the Company's issuance of millions of shares of stock. The lawsuit makes additional allegations against Mr. McManus and Mr. Deitsch, including that Mr. McManus acted as a broker without SEC registration and defrauded at least one investor by making false statements about the Company, that Mr. Deitsch engaged in manipulative trades of the Company's stock by offering to pay more for shares he was purchasing than the amount the seller was willing to take, and that Mr. Deitsch failed to make required public filings with the SEC. The lawsuit seeks both injunctive and monetary relief.
Consulting Services Agreement [Member] | Restricted Stock [Member]
Consulting service term							5 years
Common stock shares issued							500,000
Debt instrument, interest rate							8.00%
Note issued							$ 50,000
Consultant Agreement [Member]
Share-based compensation arrangement by share-based payment award, non-option equity instruments, granted						2,500,000
Consultant Agreement [Member] | Common Stock [Member]
Debt instrument periodic payment						$ 3,000
Recepto Pharm Leases [Member]
Operating lease due		$ 6,900
Lease, description		ReceptoPharm leases a lab and renewed its operating lease agreement for five years beginning August 1, 2017 for monthly payments of approximately $6,900 with a 5% increase each year.
Paul Reid et al [Member]
Loss contingency, damages sought, value				$ 315,000
Get Credit Healthy, Inc. and Rik Deitsch,[Member]
Loss contingency, damages sought, value			$ 100,000
Long-term debt											$ 101,818
Long-term debt, accured interest											$ 21,023
Payments for legal settlements	$ 104,000

XML

Commitments and Contingencies - Schedule of Lease Cost and Balance Sheet Information (Details) - USD ($)	3 Months Ended
	Mar. 31, 2020	Dec. 31, 2019
Commitments and Contingencies Disclosure [Abstract]
Operating lease cost	$ 22,255
Short-term lease cost	11,219
Total lease cost	33,474
Operating ROU Assets	200,276	$ 207,530
Operating lease obligations, current portion	75,588	73,278
Operating lease obligations, non-current portion	123,576	$ 143,322
Total operating lease obligations	$ 199,164
Weighted average remaining lease term (in years) - operating leases	2 years 5 months 1 day
Weighted average discount rate-operating leases	8.00%
Cash paid for amounts included in the measurement of operating lease liabilities	$ 32,437

XML

Commitments and Contingencies - Schedule of Future Minimum Payments Under Lease Agreements (Details) - USD ($)	Mar. 31, 2020	Feb. 28, 2016
Total future lease payments		$ 3,200
Total	$ 199,164
Lease Agreements [Member]
2020 (Remaining nine months)	66,339
2021	91,379
2022	62,274
Total future lease payments	219,992
Less imputed interest	20,828
Total	$ 199,164

XML

Subsequent Events (Details Narrative) - USD ($)								1 Months Ended															3 Months Ended		5 Months Ended
	Jun. 30, 2021	Jun. 22, 2021	May 20, 2021	Mar. 10, 2021	Dec. 31, 2020	Nov. 30, 2020	Jun. 30, 2018	Jun. 30, 2021	Apr. 30, 2021	Mar. 31, 2021	Feb. 28, 2021	Jan. 31, 2021	Nov. 30, 2020	Oct. 31, 2020	Sep. 30, 2020	Aug. 31, 2020	Jul. 31, 2020	Jun. 30, 2020	May 31, 2020	Apr. 30, 2020	Jan. 31, 2019	May 31, 2017	Mar. 31, 2020	Mar. 31, 2019	Jun. 30, 2021	Jul. 31, 2021	Dec. 31, 2019	Feb. 28, 2019	Dec. 31, 2018	Apr. 30, 2014
Warrants, exercise price per share																														$ 0.025
Debt instrument accrued interest																							$ 12,150
Loss on settlement of debt																							(22,000)	$ 57,253
Settlement of Convertible Promissory Notes [Member]
Debt instrument, face amount																							$ 553,301						$ 12,000
Minimum [Member]
Warrants, exercise price per share																							$ 0.03				$ 0.001
Consultant Agreement [Member] | Restricted Stock [Member]
Stock issued during period, shares, issued for services							100,000,000
Convertible Notes Payable [Member]
Debt instrument, original discount																							$ 11,172				$ 22,344	$ 5,000
Warrants, exercise price per share																											$ 0.001
Number of warrants																											$ 8,147
Convertible Notes Payable [Member] | Restatement of Promissory Notes [Member]
Repayments of convertible debt																					$ 75,900
Convertible Notes Payable [Member] | Minimum [Member]
Debt conversion price																							$ 0.00030				$ 0.00010
Convertible Notes Payable [Member] | Note Agreement [Member]
Debt instrument, face amount																												$ 1,000,000
Proceeds from loan																							$ 112,799
Convertible Notes Payable [Member] | Warrant [Member]
Warrants, exercise price per share																											$ 0.001
Convertible Notes Payable [Member] | Unrelated Third Parties [Member]
Debt instrument, original discount																							9,250
Convertible Notes Payable [Member] | Third Party [Member] | Restated [Member]
Debt instrument, face amount																					$ 75,900
Convertible Notes Payable [Member] | Unrelated Third Party [Member]
Debt instrument, face amount																							$ 12,629				$ 12,629
Debt instrument, interest rate																						8.00%
Debt instrument, expiration or maturity date																						May 04, 2018
Subsequent Event [Member] | Restatement of Promissory Notes [Member]
Debt instrument, face amount																	$ 166,926
Debt instrument, due date																	2021-01
Debt instrument, interest rate																	2.00%
Debt instrument accrued interest											$ 23,258
Number of shares issued											29,072,500
Number of shares issued, value											$ 343,056
Other income											319,798
Restated debt balance											183,619
Subsequent Event [Member] | Settlement of Convertible Promissory Notes [Member]
Debt instrument, face amount									$ 8,500
Debt instrument fair value									$ 15,200
Debt instrument accrued interest														$ 166,168
Number of shares issued									2,000,000
Number of shares issued, value									$ 4,000
Repayment of debt									4,500
Loss on settlement of debt									11,200
Subsequent Event [Member] | Restated [Member] | Restatement of Promissory Notes [Member]
Debt instrument, face amount											166,926						$ 148,225
Debt instrument, original discount											$ 16,693
Debt instrument, due date											2021-08
Debt instrument accrued interest																	$ 18,701
Subsequent Event [Member] | Unrelated Third Parties [Member] | Common Stock Issued for Default Payments [Member]
Debt instrument, face amount				$ 26,950
Debt instrument, original discount				$ 2,450
Debt conversion price				$ 0.01
Debt instrument, expiration or maturity date				Mar. 10, 2022
Subsequent Event [Member] | Unrelated Third Parties [Member] | Convertible Note [Member]
Debt instrument, face amount			$ 145,200
Debt instrument, original discount			$ 13,200
Debt conversion price			$ 0.01
Debt instrument, expiration or maturity date			May 20, 2022
Subsequent Event [Member] | Two Year Loan Agreement [Member] | Payroll Protection Program [Member]
Proceeds from loan																			$ 64,895
Debt instrument, term																			24 months
Subsequent Event [Member] | Two Year Loan Agreement [Member] | Payroll Protection Program [Member]
Debt instrument, interest rate																			1.00%
Subsequent Event [Member] | SBA Loan Agreement [Member] | Economic Injury Disaster Loan [Member]
Debt instrument, face amount															$ 731					$ 731
Proceeds from loan																		$ 150,000		150,000
Advance loan received																		$ 5,000		$ 5,000
Debt instrument, interest rate															3.75%					3.75%
Subsequent Event [Member] | Consultant Agreement [Member]
Stock issued during period, shares, issued for services	30,000,000
Stock based compensation description	5,000,000 of the shares were issued upon execution of the agreement and 5,000,000 shares will be issued every 30 days through November 2021. The compensation charge will be amortized over the term of the agreement.
Subsequent Event [Member] | Warrant [Member]
Debt instrument, original discount						$ 7,500							$ 7,500
Warrants, exercise price per share						$ 0.002							$ 0.002
Number of warrants, granted						71,875,000
Number of warrants						$ 30,417							$ 30,417
Subsequent Event [Member] | Note Holder [Member] | Settlement of Convertible Promissory Notes [Member]
Debt instrument, face amount										$ 11,000				$ 22,000	$ 22,000
Stock issued during period, restricted stock														107,817,770	107,133,333
Debt instrument accrued interest														$ 10,345	$ 10,140
Number of shares issued										11,000,000
Number of shares issued, value										$ 104,500
Remaining debt sold														$ 467,319
Repayment of debt										6,000
Loss on settlement of debt										98,500
Subsequent Event [Member] | Note Holder [Member] | Common Stock Issued for Default Payments [Member] | Restricted Stock [Member]
Stock issued during period, restricted stock												25,000,000		1,500,000	10,000,000		1,000,000
Stock issued during period, restricted stock value												$ 107,500		$ 900	$ 6,000		$ 700
Repayments of convertible debt												$ 166,926		84,000	333,543		22,000
Subsequent Event [Member] | Note Holder [Member] | Repayments of Debt in Cash [Member] | Settlement of Convertible Promissory Notes [Member]
Repayment of debt										$ 5,000
Subsequent Event [Member] | Unrelated Third Party [Member] | Settlement of Convertible Promissory Notes [Member]
Debt instrument accrued interest														250,000
Subsequent Event [Member] | Related Party [Member] | Settlement of a Related-Party Note [Member]
Debt instrument, face amount															14,400
Debt instrument, original discount															$ 2,400
Number of shares issued																		5,000,000
Number of shares issued, value																		$ 3,000
Repayment of debt																		$ 14,400
Subsequent Event [Member] | Convertible Notes Payable [Member] | Minimum [Member]
Debt conversion price	$ 0.0008							$ 0.0008		$ 0.0003															$ 0.0008	$ 0.0008
Subsequent Event [Member] | Convertible Notes Payable [Member] | Unrelated Third Parties [Member]
Debt instrument, face amount	$ 864,225							$ 864,225		$ 717,667															$ 864,225	$ 16,100
Debt instrument, original discount	$ 112,725							$ 112,725		$ 93,609															$ 112,725	$ 2,100
Debt conversion price	$ 0.002							$ 0.002		$ 0.002															$ 0.002	$ 0.002
Subsequent Event [Member] | Convertible Notes Payable [Member] | Note Agreement [Member]
Proceeds from loan		$ 128,937
Stock issued during period, restricted stock																									240,350,000
Stock issued during period, restricted stock value																									$ 120,175
Debt instrument fair value	$ 2,344,399							$ 2,344,399																	2,344,399
Subsequent Event [Member] | Convertible Notes Payable [Member] | Warrant [Member]
Debt instrument, original discount														$ 29,481
Warrants, exercise price per share														$ 0.001
Subsequent Event [Member] | Convertible Notes Payable [Member] | Unrelated Third Parties [Member]
Debt instrument, face amount														$ 16,500		$ 38,500	20,900
Debt instrument, original discount														$ 1,650		$ 7,550	$ 1,900
Debt instrument, due date														2021-04		2021-02
Repayments of convertible debt									$ 19,500	$ 19,500
Subsequent Event [Member] | Convertible Notes Payable [Member] | Note Holder [Member]
Debt instrument, face amount	121,560					20,000		$ 121,560					$ 20,000												121,560
Debt instrument, original discount														$ 9,200
Debt instrument, due date								2022-03									2021-01
Debt conversion price														$ 0.0005			$ 0.00052
Stock issued during period, restricted stock								240,350,000
Stock issued during period, restricted stock value								$ 120,175
Debt instrument fair value	$ 2,344,399							$ 2,344,399																	$ 2,344,399
Subsequent Event [Member] | Convertible Notes Payable [Member] | Unrelated Third Parties One [Member]
Debt instrument, face amount																$ 22,000
Debt instrument, original discount																$ 2,000
Subsequent Event [Member] | Convertible Notes Payable [Member] | Note Holder One [Member]
Debt instrument, due date																2021-08
Debt conversion price																$ 0.0005
Subsequent Event [Member] | Convertible Notes Payable [Member] | Unrelated Third Parties Two [Member]
Debt instrument, face amount																$ 5,500
Debt instrument, original discount																$ 500
Subsequent Event [Member] | Convertible Notes Payable [Member] | Note Holder Two [Member]
Debt instrument, due date																2021-02
Debt conversion price																$ 0.0005
Subsequent Event [Member] | Convertible Notes Payable [Member] | Third Party [Member]
Debt instrument, face amount					$ 55,900
Debt instrument, due date					2021-01
Stock issued during period, restricted stock													100,000,000
Stock issued during period, restricted stock value													$ 20,000
Subsequent Event [Member] | Convertible Notes Payable [Member] | Three Unrelated Third Parties [Member]
Debt instrument, face amount						208,800							208,800
Debt instrument, original discount						$ 19,800							$ 19,800
Debt conversion price						$ 0.0005							$ 0.0005
Subsequent Event [Member] | Convertible Notes Payable [Member] | Three Unrelated Third Parties [Member] | Minimum [Member]
Debt conversion price						$ 0.00022							$ 0.00022
Subsequent Event [Member] | Convertible Notes Payable [Member] | Unrelated Third Parties [Member]
Debt instrument, face amount						$ 139,150							$ 139,150
Debt instrument, original discount						$ 12,650							$ 12,650
Debt conversion price						$ 0.00055							$ 0.00055
Subsequent Event [Member] | Two Convertible Notes Payable [Member] | Unrelated Third Parties [Member]
Debt instrument, face amount					$ 57,500	$ 57,500							$ 57,500
Debt instrument, original discount					$ 7,500	$ 7,500							$ 7,500
Debt conversion price					$ 0.0008	$ 0.0008							$ 0.0008

XML

Subsequent Events - Summary of Warrants Issuance (Details) - USD ($)	1 Months Ended
	Oct. 31, 2020	Aug. 31, 2020	Dec. 31, 2019	Feb. 28, 2019
Number of Warrants			44,000,000	110,000,000
Fair Value of Warrants			$ 7,370	$ 8,147
Month of Expiration			August, 2020	August, 2019
Subsequent Event [Member] | Warrant [Member]
Number of Warrants	39,930,000	92,100,000
Fair Value of Warrants	$ 8,633	$ 20,848
Month of Expiration	October, 2022	August, 2021

XML

Subsequent Events - Schedule of Common Stock Issued for Conversion of Debt (Details) - USD ($)	Jun. 24, 2021	Jun. 01, 2021	Apr. 26, 2021	Mar. 03, 2021	Feb. 25, 2021	Oct. 05, 2020	Sep. 21, 2020	Feb. 18, 2020	Jan. 21, 2020
Number of shares converted								250,000,000	250,000,000
Fair value of debt converted								$ 275,000	$ 150,000
Subsequent Event [Member] | Note Holder [Member]
Number of shares converted	2,500,000	5,700,000	27,070,000	67,380,000	137,700,000	107,817,770	107,133,333
Fair value of debt converted	$ 16,250	$ 35,340	$ 192,197	$ 599,682	$ 1,500,930	$ 64,691	$ 171,413