10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended September 30, 2020.

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to _______.

Commission File Number: 000-55453

ENDONOVO THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

Delaware	45-2552528
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

6320 Canoga Avenue, 15th Floor, Woodland Hills, CA 91367

(Address of principal executive offices, zip code)

(800) 489-4774

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Securities Exchange Act: None

Securities registered to Section 12(b) of the Securities Exchange Act: None

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 [X] No [  ]

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 [X] No [  ]

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. See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [  ]	Accelerated filer [  ]
Non-accelerated filer [X]	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 provided 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 November 19, 2020, there were 18,975,435 shares of common stock, $0.0001 par value issued and outstanding.

ENDONOVO THERAPEUTICS, INC.

TABLE OF CONTENTS

FORM 10-Q REPORT

September 30, 2020

		Page Number
PART I - FINANCIAL INFORMATION
Item 1.	Condensed Consolidated Financial Statements (unaudited).	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	23
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	29
Item 4.	Controls and Procedures.	29
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings.	30
Item 1A.	Risk Factors.	30
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	30
Item 3.	Defaults Upon Senior Securities.	31
Item 4.	Mine Safety Disclosures	31
Item 5.	Other Information.	31
Item 6.	Exhibits.	31
SIGNATURES		32

2

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

Endonovo Therapeutics, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

	September 30, 2020			December 31, 2019
	(Unaudited)			(Audited)
ASSETS
Current assets:
Cash	$	2,583		$	18,893
Accounts receivable, net of allowance for doubtful accounts of $0		942			22,742
Deposit		2,500			-
Prepaid expenses and other current assets		2,600			20,920
Total current assets		8,625			62,555
Property, Plant and Equipment, net		2,483			5,915
Patents, net		2,720,996			3,206,180
Total assets	$	2,732,104		$	3,274,650
LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current liabilities
Accounts payable	$	762,175		$	599,470
Accrued interest		1,870,628			1,317,376
Deferred compensation		3,148,359			2,431,373
Notes payable, net of discounts of $115,981 and $12,649 as of September 30, 2020 and December 31, 2019		5,955,373			6,697,146
Notes payable - related party		146,000			165,000
Derivative liability		3,456,851			10,599,690
Series C preferred stock liability, net of discounts $766 at December 31, 2019		-			1,813,415
Total current liabilities		15,339,386			23,623,470
Acquisition payable		155,000			155,000
Total liabilities		15,494,386			23,778,470
COMMITMENTS AND CONTINGENCIES, note 10
Shareholders’ deficit
Super AA super voting preferred stock, $0.001 par value; 1,000,000 authorized and 25,000 issued and outstanding at September 30, 2020 and December 31, 2019		25			25
Series B convertible preferred stock, $0.0001 par value; 50,000 shares authorized, 600 shares issued and outstanding at September 30, 2020 and December 31, 2019		1			1
Series C convertible preferred stock, $0.0001 par value; 8,000 shares authorized, 763 and 1,814 shares issued and outstanding at September 30, 2020 and December 31, 2019		-			-
Series D convertible preferred stock, $0,0001 par value; 20,000 shares authorized, 305 and 255 issued and outstanding at September 30, 2020 and December 31, 2019		-			-
Common stock, $0.0001 par value; 2,500,000,000 shares authorized; 17,303,952 and 1,189,204 shares issued and outstanding as of September 30, 2020 and December 31, 2019		1,731			118
Additional paid-in capital		38,545,743			32,432,392
Stock subscriptions		(1,570	)		(1,570	)
Accumulated deficit		(51,308,212	)		(52,934,786	)
Total shareholders’ deficit		(12,762,282	)		(20,503,820	)
Total liabilities and shareholders’ deficit	$	2,732,104		$	3,274,650

See accompanying summary of accounting policies and notes to unaudited condensed consolidated financial statements.

3

Endonovo Therapeutics, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(Unaudited)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2020			2019(*)			2020			2019(*)
Revenue	$	39,980		$	54,039		$	154,296		$	161,720
Cost of revenue		760			8,925			18,320			46,209
Gross profit		39,220			45,114			135,976			115,511
Operating expenses		986,019			1,336,377			2,364,213			3,194,586
Loss from operations		(946,799	)		(1,291,263	)		(2,228,237	)		(3,079,075	)
Other income (expense)
Change in fair value of derivative liability		416,370			693,996			6,016,625			(4,785,167	)
Gain (loss) on settlement of debt		(47,602	)		10,746			(564,385	)		63,036
Other expense		(58,902	)		-			(58,902	)		-
Interest expense, net		(432,108	)		(819,675	)		(1,530,375	)		(3,848,761	)
Other income (expense)		(122,242	)		(114,933	)		3,862,963			(8,570,892	)
Income (Loss) before income taxes		(1,069,041	)		(1,406,196	)		1,634,726			(11,649,967	)
Provision for income taxes		-			-			-			-
Net Income (loss) income	$	(1,069,041	)	$	(1,406,196	)	$	1,634,726		$	(11,649,967	)
Basic Income (Loss) per share	$	(0.07	)	$	(1.81	)	$	0.17		$	(19.00	)
Diluted Income (Loss) per share	$	(0.07	)	$	(1.81	)	$	(0.15	)	$	(19.00	)
Weighted average common share outstanding:
Basic		16,137,373			777,249			9,621,530			613,272
Diluted		16,137,373			777,249			23,575,380			613,272

See accompanying summary of accounting policies and notes to unaudited condensed consolidated financial statements.

(*) The condensed consolidated financial statements have been retroactively restated to reflect the 1,000-for-1-reverse stock split that occurred on December 20, 2019.

4

Endonovo Therapeutics, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	Nine Months ended September 30,
	2020			2019
Operating activities:
Net Income (Loss)	$	1,634,726		$	(11,649,967	)
Adjustments to reconcile net income (loss) to cash used in operating activities:
Depreciation and amortization expense		488,616			487,684
Stock compensation expense		400,108			-
Fair value of equity issued for services		13,067			159,849
Loss (gain) on extinguishment of debt		564,385			(63,036	)
Amortization of note discount and original issue discount		50,348			1,737,714
Amortization of discount on Series C Preferred stock liability		248			145,836
Non-cash interest expense		713,462			1,077,728
Non-cash value of stock, options and warrants issued for services and notes		-			25,232
Change in fair value of derivative liability		(6,016,625	)		4,785,167
Changes in assets and liabilities:
Accounts receivable		21,800			(7,931	)
Deposit		(2,500	)		-
Prepaid expenses and other current assets		18,320			(22,575	)
Account payable		82,006			188,792
Accrued interest		766,319			761,185
Deferred compensation		716,986			141,696
Net cash used in operating activities		(548,734	)		(2,232,626	)
Investing activities:
Acquisition of property and equipment		-			(2,594	)
Net cash used in investing activities		-			(2,594	)
Financing activities:
Proceeds from the issuance of notes payable		401,424			1,995,000
Repayments on related-parties short-term advances		(19,000	)		(75,000	)
Repayments of convertible debt in cash		-			(130,000	)
Proceeds from issuance of common stock and units		100,000			71,106
Proceeds from issuance of preferred stock		50,000			-
Net cash provided by financing activities		532,424			1,861,106
Net decrease in cash		(16,310	)		(374,114	)
Cash, beginning of year		18,893			379,151
Cash, end of period	$	2,583		$	5,037
Supplemental disclosure of cash flow information:
Cash paid for interest	$	-		$	15,300
Cash paid for Preferred C dividends	$	-		$	106,167
Cash paid for income taxes	$	-		$	-
Non-Cash Investing and Financing Activities:
Conversion of notes payable and accrued interest to common stock	$	1,357,573		$	3,018,066
Conversion of fixed rate notes to Preferred C Stock	$	-		$	94,000
Conversion of Preferred C Stock to common stock	$	1,400,934		$	-
Issuance of common stock to Preferred C Stock inducement	$	8,152		$	-
Exchange note and accrued interest to new convertible note	$	316,494		$	-

See accompanying summary of accounting policies and notes to unaudited condensed consolidated financial statements.

5

Endonovo Therapeutics, Inc. and Subsidiaries

Condensed Consolidated Statement of Shareholders’ Deficit

(Unaudited)

For the nine months ended September 30, 2019

	Series AA Preferred Stock				Series B Convertible Preferred Stock				Common Stock				Additional Paid-in		Subscription			Retained			Total Shareholder’s
	Shares		Amount		Shares		Amount		Shares		Amount		Capital		Receivable			Earnings			Deficit
Balance December 31, 2018 (*)		25,000	$	25		600	$	1		431,063	$	43	$	24,229,945	$	(1,570	)	$	(35,620,282	)	$	(11,391,838	)
Common stock issued for cash (*)		-		-		-		-		2,000		-		27,559		-			-			27,559
Common stock issued for services (*)		-		-		-		-		4,132		-		92,084		-			-			92,084
Valuation of warrants issued with Preferred Stock C		-		-		-		-		-		-		11,512		-			-			11,512
Shares issued for conversion of notes payable and accrued interest (*)		-		-		-		-		78,044		8		2,002,174		-			-			2,002,182
Valuation of stock issued with notes (*)		-		-		-		-		1,091		-		26,545		-			-			26,545
Valuation of common stock issued for note extensions		-		-		-		-		443		-		8,333		-			-			8,333
Valuation of stock options issued for service		-		-		-		-		-		-		5,170		-			-			5,170
Net loss for the quarter ended March 31, 2019		-		-		-		-		-		-		-		-			(2,406,225	)		(2,406,225	)
Balance March 31, 2019 (*)		25,000		25		600		1		516,773		51		26,403,322		(1,570	)		(38,026,507	)		(11,624,678	)
Common stock issue for cash (*)		-		-		-		-		2,400		-		33,547		-			-			33,547
Common stock issued for services (*)		-		-		-		-		3,025		-		37,813		-			-			37,813
Valuation of warrants issued with Preferred Stock C		-		-		-		-		-		-		3,818		-			-			3,818
Shares issued for conversion of notes payable and accrued interest (*)		-		-		-		-		208,360		21		3,134,960		-			-			3,134,981
Valuation of stock options issued for services		-		-		-		-		-		-		5,170		-			-			5,170
Net loss for the quarter ended June 30, 2019		-		-		-		-		-		-		-		-			(7,837,546	)		(7,837,546	)
Balance June 30, 2019 (*)		25,000		25		600		1		730,558		72		29,618,630		(1,570	)		(45,864,053	)		(16,246,895	)
Common stock issued for cash (*)		-		-		-		-		1,000		-		10,000		-			-			10,000
Common stock issued for services (*)		-		-		-		-		3,182		-		29,954		-			-			29,954
Shares issued for conversion of notes payable and accrued interest (*)		-		-		-		-		99,232		10		1,031,237		-			-			1,031,247
Shares issued with lock-up agreements (*)		-		-		-		-		310		-		3,788		-			-			3,788
Valuation of warrants issued with Preferred Stock C		-		-		-		-		-		-		1,003		-			-			1,003
Valuation of stock option issued for services		-		-		-		-		-		-		11,103		-			-			11,103
Net loss for the quarter ended September 30, 2019		-		-		-		-		-		-		-		-			(1,406,196	)		(1,406,196	)
Balance September 30, 2019		25,000		25		600		1		834,283		83		30,705,715		(1,570	)		(47,270,249	)		(16,565,996	)

(*) The condensed consolidated financial statements have been retroactively restated to reflect the 1,000-for-1-reverse stock split that occurred on December 20, 2019.

6

For nine months ended September 30, 2020

	Series AA				Series B Convertible				Series D Convertible				Series C Convertible									Additional									Total
	Preferred Stock				Preferred Stock				Preferred Stock				Preferred Stock					Common Stock				Paid-in			Subscription			Retained			Shareholder’s
	Shares		Amount		Shares		Amount		Shares		Amount		Shares			Amount		Shares		Amount		Capital			Receivable			Earnings			Deficit
Balance December 31, 2019		25,000	$	25		600	$	1		255	$	-		-			-		1,189,204	$	118	$	32,432,392		$	(1,570	)	$	(52,934,786	)	$	(20,503,820	)
Reclassification Preferred Series C		-		-		-		-		-		-		1,814			-		-		-		2,418,269			-			-			2,418,269
Shares issued for Preferred Series D		-		-		-		-		50		-		-			-		-		-		50,000			-			-			50,000
Shares issued for conversion of notes payable and accrued interest		-		-		-		-		-		-		-			-		4,388,291		439		2,545,275			-			-			2,545,714
Shares issued for conversion of Preferred Series C to common share		-		-		-		-		-		-		(936	)		-		1,636,166		164		(164	)		-			-			-
Valuation of stock options issued for services		-		-		-		-		-		-		-			-		-		-		9,567			-			-			9,567
Net loss for the quarter ended March 31, 2020		-		-		-		-		-		-		-			-		-		-					-			4,338,418			4,338,418
Balance March 31, 2020		25,000		25		600		1		305		-		878			-		7,213,661		721		37,455,339			(1,570	)		(48,596,368	)		(11,141,852	)
Shares issued for conversion of Preferred Series C to Common share		-		-		-		-		-		-		(105	)		-		985,322		99		27			-			-			126
Shares issued for conversion of notes payable and accrued interest		-		-		-		-		-		-							3,353,044		335		475,627			-			-			475,962
Restricted shares issued as inducement to Series C		-		-		-		-		-		-		-			-		58,428		6		8,146			-			(8,152	)		-
Common stock issued for services		-		-		-		-		-		-							25,000		3		3,497			-			-			3,500
Commitment shares		-		-		-		-		-		-							385,963		39		55,501			-			-			55,540
Common stock issued with exchange of convertible notes		-		-		-		-		-		-							409,000		41		58,814			-			-			58,855
Net loss for the quarter ended June 30, 2020		-		-		-		-		-		-							-		-		-			-			(1,634,651	)		(1,634,651	)
Balance June 30, 2020		25,000		25		600		1		305		-		773			-		12,430,418		1,244		38,056,951			(1,570	)		(50,239,171	)		(12,182,520	)
Shares issued for conversion of Preferred Series C to Common share		-		-		-		-		-		-		(10	)		-		133,334		13		(13	)		-			-			-
Shares issued for exchange of stock options		-		-		-		-		-		-		-			-		1,500,000		150		164,850			-			-			165,000
Shares issued as inducement to note holder		-		-		-		-		-		-		-			-		500,000		50		54,950			-			-			55,000
Shares issued for conversion of notes payable and accrued interest		-		-		-		-		-		-		-			-		759,669		76		70,334			-			-			70,410
Common stock issued for cash		-		-		-		-		-		-		-			-		1,234,568		123		99,877			-			-			100,000
Common stock issued for services		-		-		-		-		-		-		-			-		360,000		36		35,964			-			-			36,000
Valuation of stock options issued for services		-		-		-		-		-		-		-			-		-		-		20,490			-			-			20,490
Commitment shares		-		-		-		-		-		-		-			-		385,963		39		42,340			-			-			42,379
Net loss for the quarter ended September 30, 2020		-		-		-		-		-		-		-			-		-		-		-			-			(1,069,041	)		(1,069,041	)
Balance September 30, 2020		25,000		25		600		1		305		-		763			-		17,303,952		1,731		38,545,743			(1,570	)		(51,308,212	)		(12,762,282	)

See accompanying summary of accounting policies and notes to unaudited condensed consolidated financial statements

7

Endonovo Therapeutics, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

Note 1 - Organization and Nature of Business

Endonovo Therapeutics, Inc. (Endonovo or the “Company”) is an innovative biotechnology company that has developed a bio-electronic approach to regenerative medicine. Endonovo is a growth stage company whose stock is publicly traded (OTCQB: ENDV).

The Company develops, manufactures and distributes evolutionary medical devices focused on the rapid healing of wounds and reduction of pain, edema and inflammation in the human body. The Company’s non-invasive bioelectric medical devices are designed to target inflammation, cardiovascular diseases, chronic kidney disease, and central nervous system disorders (“CNS” disorders).

The Company’s non-invasive Electroceutical® therapeutics device, SofPulse®, using pulsed short wave radiofrequency at 27.12 MHz has been FDA-Cleared and CE Marked for the palliative treatment of soft tissue injuries and post-operative plain and edema, and has CMS National Coverage for the treatment of chronic wounds. The Company’s current portfolio of pre-clinical stage Electroceutical® therapeutics devices address chronic kidney disease, liver disease non-alcoholic steatohepatitis (NASH), cardiovascular and peripheral artery disease (PAD) and ischemic stroke.

Endonovo’s core mission is to transform the field of medicine by developing safe, wearable, non-invasive bioelectric medical devices that deliver the Company’s Electroceutical^® Therapy. Endonovo’s bioelectric Electroceutical^® devices harnesses bioelectricity to restore key electrochemical processes that initiate anti-inflammatory processes and growth factors in the body necessary for healing to rapidly occur.

On January 22, 2014, Hanover Portfolio Acquisitions, Inc. (the “Company”) received written consents in lieu of a meeting of stockholders from holders of a majority of the shares of Common Stock representing in excess of 50% of the total issued and outstanding voting power of the Company approving an amendment to the Company’s Certificate of Incorporation to change the name of the Company from “Hanover Portfolio Acquisitions, Inc.” to “Endonovo Therapeutics, Inc.” The name change was affected pursuant to a Certificate of Amendment (the “Certificate of Amendment”), filed with the Secretary of State of Delaware on January 24, 2014.

Note 2 – Summary of significant accounting policies

Basis of Presentation and Principles of Consolidation

The accompanying unaudited interim condensed consolidated financial statements have been presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the instructions to Article 8 of Regulation S-X. Accordingly, the financial statements do not include all of the information and notes required by GAAP for complete financial statements. The condensed consolidated financial statements as of September 30, 2020 and 2019 are unaudited; however, in the opinion of management such interim condensed consolidated financial statements reflect all adjustments, consisting solely of normal recurring adjustments, necessary for a fair presentation of the results for the periods presented. The accompanying financial information should be read in conjunction with the financial statements and the notes thereto in the Company’s most recent Annual Report on Form 10-K, as filed with the Securities and Exchange Commission (the “SEC”) on May 4, 2020. The results of operations for the period presented are not necessarily indicative of the results that might be expected for future interim periods or for the full year.

The condensed consolidated financial statements of the Company include the accounts of ETI and IPR as of March 14, 2012; Aviva as of April 2, 2013; and WeHealAnimals as of November 16, 2013. All significant intercompany accounts and transactions are eliminated in consolidation.

Going Concern

These accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business for the twelve-month period following the date these condensed consolidated financial statements are issued.

As of September 30, 2020, the Company had cash of approximately $3,000 and a working capital deficiency of $15.3 million. During the nine months ended September 30, 2020, the Company used approximately $0.5 million of cash in its operation. The Company has incurred recurring losses resulting in an accumulated deficit of approximately $51.3 million as of September 30, 2020. These conditions raise substantial doubt as to its ability to continue as going concern within one year from issuance date of these financial statements.

During the nine months ended September 30, 2020, the Company has raised approximately $0.6 million in debt and equity financing. The Company is raising additional capital through debt and equity securities to continue the funding of its operations. However, there is no assurance that the Company can raise enough funds or generate sufficient revenues to pay its obligations as they become due, which raises substantial doubt about our ability to continue as a going concern.

No adjustments have been made to the carrying value of assets or liabilities as a result of this uncertainty. To reduce the risk of not being able to continue as a going concern, management is commercializing its FDA cleared and CE marked products and has commenced implementing its business plan to materialize revenues from potential, future, license agreements, has raised capital through the sale of its preferred and common stock, has entered into an investment agreement whereby the company has access to an equity line of credit and is seeking out profitable companies.

In March 2020, the World Health Organization declared coronavirus COVID-19 a global pandemic. This contagious disease outbreak, which has continued to spread, and any related adverse public health developments, has adversely affected workforces, economies, and financial markets globally, potentially leading to an economic downturn. It is not possible for the Company to predict the duration or magnitude of the adverse results of the outbreak and its effects on the Company’s business or ability to raise funds.

8

Endonovo Therapeutics, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (continued)

Reverse Split

In October 2019, the Company’s Board of Directors and stockholders approved an amendment to the Company’s amended and restated certificate of incorporation to effect a 1,000-for-1 reverse split of the Company’s common stock, which was effected on December 20, 2019. The par value of the common stock was not adjusted as a result of the reverse stock split. Accordingly, all common stock, stock options, warrants and related per share amounts as of and for the quarter ended September 30, 2019 have been retroactively adjusted to give effect to the reverse split.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Critical estimates include the value of shares issued for services, in connection with notes payable agreements, in connection with note extension agreements, and as repayment for outstanding debt, the useful lives of property and equipment, the valuation of the derivative liability, the valuation of warrants and stock options, and the valuation of deferred income tax assets. Management uses its historical records and knowledge of its business in making these estimates. Actual results could differ from these estimates.

Earnings (Loss) Per Share

The Company utilizes Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 260, “Earnings per Share.” Basic earnings (loss) per share is computed based on the earnings (loss) attributable to common shareholders divided by the weighted average number of shares outstanding for the period excluding any dilutive effects of options, warrants, unvested share awards and convertible securities. Diluted earnings (loss) per common share is calculated similar to basic earnings (loss) per share except that the denominator is increased to include additional common share equivalents available upon exercise of stock option, warrants, common shares issuable under convertible debt and restricted stock using the treasury stock method. Dilutive common share equivalents include the dilutive effect of in-the-money share equivalents, which are calculated based on the average share price for each period using the treasury stock method, excluding any common share equivalents if their effect would be anti-dilutive. In periods in which a net loss has been incurred, all potentially dilutive common shares are considered anti-dilutive and thus are excluded from the calculation.

The components of basic and diluted earnings per share for the nine months ended September 30, 2020 and 2019 were as follows:

	Nine months ended September 30,
	2020			2019
Numerator:
Net income (loss) attributable to common shareholders	$	1,634,726		$	(11,649,967	)
Effect of dilutive securities
Convertible notes		(5,063,936	)		-
Net loss for diluted earnings per share	$	(3,429,210	)	$	(11,649,967	)
Denominator:
Weighted-average number of common shares outstanding during the period		9,621,530			613,272
Dilutive effect of convertible notes payable		13,953,850			-
Common stock and common stock equivalents used for diluted earnings per share		23,575,380			613,272

Accounts Receivable

The Company uses the specific identification method for recording the provision for doubtful accounts, which was $0 at September 30, 2020 and December 31, 2019. Accounts receivable are written off when all collection attempts have failed.

Research and Development

Costs relating to the development of new products are expensed as research and development as incurred in accordance with FASB Accounting Standards Codification (“ASC”) 730-10, Research and Development. Research and development costs amounted to $0 and $34,708 for the three months ended September 30, 2020 and 2019, respectively, and $3,283 and $88,022 for the nine months ended September 30, 2020 and 2019, respectively and are included in operating expenses in the condensed consolidated statements of operations.

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Endonovo Therapeutics, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (continued)

Recently Issued Accounting Pronouncements

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which supersedes existing guidance on accounting for leases in “Leases (Topic 840)” and generally requires all leases to be recognized in the condensed consolidated balance sheet. ASU 2016-02 is effective for annual and interim reporting periods beginning after December 15, 2018; early adoption is permitted. The provisions of ASU 2016-02 are to be applied using a modified retrospective approach. The Company has adopted ASU 2016-02 on January 1, 2019. The adoption of ASU 2016-02 did not have a significant impact on the Company’s condensed consolidated results of operations, financial position and cash flows.

In June 2018, the FASB issued ASU No. 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, which simplifies several aspects of the accounting for nonemployee share-based payment transactions resulting from expanding the scope of Topic 718, Compensation—Stock Compensation, to include share-based payment transactions for acquiring goods and services from nonemployees. This ASU is effective for public business entities for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted, but no earlier than an entity’s adoption date of Topic 606. The Company has early adopted ASU 2018-07 and the adoption did not have a significant impact on the Company’s condensed consolidated financial statements.

In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework- Changes to the Disclosure Requirements for Fair Value Measurement. The amendments in this Update modify the disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement, based on the concepts in the Concepts Statement, including the consideration of costs and benefits. Effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. Early adoption is permitted upon issuance of this Update. Any entity is permitted to early adopt any removed or modified disclosures upon issuance of this Update and delay adoption of the additional disclosures until their effective date. The Company adopted ASU 2018-13 as of January 1, 2020, and ASU 2018-13 has not had a material impact on the condensed consolidated financial position or results of operations and liquidity.

In August 2020, the FASB issued “ASU 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)” which simplifies the accounting for convertible instruments. The guidance removes certain accounting models which separate the embedded conversion features from the host contract for convertible instruments. Either a modified retrospective method of transition or a fully retrospective method of transition is permissible for the adoption of this standard. Update No. 2020-06 is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted no earlier than the fiscal year beginning after December 15, 2020. The Company is currently evaluating the potential on its financial statements

The Company has evaluated all the recent accounting pronouncements and determined that there are no other accounting pronouncements that will have a material effect on the Company’s financial statements.

10

Endonovo Therapeutics, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (continued)

Note 3 - Revenue Recognition

Contracts with Customers

We have adopted ASC 606, Revenue from Contracts with Customers effective January 1, 2019 using the modified retrospective method applied to those contracts which were not substantially completed as of January 1, 2019. These standards provide guidance on recognizing revenue, including a five-step model to determine when revenue recognition is appropriate. The standard requires that an entity recognize revenue to depict the transfer of control of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.

We routinely plan on entering into contracts with customers that include general commercial terms and conditions, notification requirements for price increases, shipping terms and in most cases prices for the products and services that we offer. Our performance obligations are established when a customer submits a purchase order notification (in writing, electronically or verbally) for goods and services, and we accept the order. We identify performance obligations as the delivery of the requested product or service in appropriate quantities and to the location specified in the customer’s contract and/or purchase order. We generally recognize revenue upon the satisfaction of these criteria when control of the product or service has been transferred to the customer at which time we have an unconditional right to receive payment. Our sales and sale prices are final and our prices are not affected by contingent events that could impact the transaction price.

Revenues for our SofPulse® product is typically recognized at the time the product is shipped, at which time the title passes to the customer, and there are no further performance obligations.

In connection with offering products and services provided to the end user by third-party vendors, we review the relationship between us, the vendor and the end user to assess whether revenue should be reported on a gross or net basis. In asserting whether revenue should be reported on a gross or net basis, we consider whether we act as a principal in the transaction and control the goods and services used to fulfill the performance obligation(s) associated with the transaction.

Sources of Revenue

We have identified the following revenues by revenue source:

1. Medical care providers

As of September 30, 2020, and 2019, the sources of revenue were as follows:

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2020		2019		2020		2019
Direct sales- Medical care providers, gross	$	39,980	$	54,039	$	154,296	$	161,720
Total sources of revenue	$	39,980	$	54,039	$	154,296	$	161,720

11

Endonovo Therapeutics, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (continued)

Warranty

Our general product warranties do not extend beyond an assurance that the product delivered will be consistent with stated specifications and do not include separate performance obligations.

Significant Judgments in the Application of the Guidance in ASC 606

There are no significant judgments associated with the satisfaction of our performance obligations. We generally satisfy performance obligations upon delivery of the product to the customer. This is consistent with the time in which the customer obtains control of the products. Performance obligations are also generally settled quickly after the purchase order acceptance, therefore the value of unsatisfied performance obligations at the end of any reporting period is generally immaterial.

We consider variable consideration in establishing the transaction price. Forms of variable consideration applicable to our arrangements include sales returns, rebates, volume-based bonuses, and prompt pay discounts. We use historical information along with an analysis of the expected value to properly calculate and to consider the need to constrain estimates of variable consideration. Such amounts are included as a reduction to revenue from the sale of products in the periods in which the related revenue is recognized and adjusted in future periods as necessary.

Practical Expedients

Our payment terms for sales direct to distributors are substantially less than the one-year collection period that falls within the practical expedient in determination of whether a significant financing component exists.

Note 4 – Property, Plant and Equipment

The following is a summary of equipment, at cost, less accumulated depreciation at September 30, 2020 and December 31, 2019:

	September 30, 2020		December 31, 2019
Autos	$	64,458	$	64,458
Medical equipment		13,969		13,969
Other equipment		11,367		11,367
		89,794		89,794
Less accumulated depreciation		87,311		83,879
	$	2,483	$	5,915

Depreciation expense for the nine months ended September 30, 2020 and 2019 was $3,432 and $2,501, respectively.

12

Endonovo Therapeutics, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (continued)

Note 5 – Patents

In December 2017, we acquired from Rio Grande Neurosciences, Inc. (RGN) a patent portfolio for $4,500,000. The earliest patents expire in 2024. The following is a summary of patents less accumulated amortization at September 30, 2020 and December 31, 2019:

	September 30, 2020		December 31, 2019
Patents	$	4,500,000	$	4,500,000
Less accumulated amortization		1,779,004		1,293,820
	$	2,720,996	$	3,206,180

Amortization expense associated with patents was $485,184 and $485,183 for the nine months ended September 30, 2020 and 2019, respectively. The estimated future amortization expense related to patents as of September 30, 2020 is as follows:

Twelve Months Ending September 30,	Amount
2021	$	646,910
2022		646,910
2023		646,910
2024		646,910
2025		133,356
Total	$	2,720,996

Note 6- Notes Payable

Notes Payable

During the nine months ended September 30, 2020, the Company issued 5 fixed rate promissory notes totaling $800,000 for funding of $401,424 with original terms of six to twelve months and interest rates of 8% to 10%. If the notes are not paid at maturity, two of the five notes will bear a 22% default interest rate and the other three will bear a 24% default interest rate. As of September 30, 2020, four of the promissory notes became variable rate notes, which triggered the recognition of a derivative liability for the embedded conversion feature. As of September 30, 2020, all of the notes remain outstanding.

During the nine months ended September 30, 2020, the Company converted six previous fixed rate notes into variable rate notes in an accumulated amount of $833,250 as a result of the notes not being paid at maturity and, therefore, triggering a conditional conversion option for the noteholder. The conversion rate is 70% and 75% of the Company’s common stock based on the terms included in the variable rate notes. As of September 30, 2020, the Company exchanged one of the variable notes with $316,494 unamortized principal and accrued interest into one fixed rate promissory notes for $525,000 due in twelve months from issuance date and convertible upon an event of default. The Company recorded the exchange in accordance with ASC 470-50 Debt-Modifications and Extinguishments and recorded $151,496 as gain from debt extinguishment in the condensed consolidated statements of operations.

13

Endonovo Therapeutics, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (continued)

The gross amount of all convertible notes with variable conversion rates outstanding at September 30, 2020 is $4,485,451, of which $4,418,626 are past maturity.

On May 20, 2020, the Company entered into modification and forbearance agreements (the “agreements”) with three investors as a condition for the execution of the equity line purchase agreement (see note 7), collectively totaling $4,397,000 in principal and approximately $1,080,000 in accrued interest. As long as the Equity Line Purchase Agreement is in effect and its terms are being complied with, the terms of the forbearance agreements include the extension of the maturity date, elimination of the conversion feature attached to the hybrid instrument and a 12.5% premium for future cash redemption.

On July 16, 2020, the Securities and Exchange Commission declared effective the registration statement on Form S-1, for the registration of the shares under the Equity Line Purchase Agreements, which was filed on June 23, 2020 and amended on July 10, 2020. Management reviewed the guidance per ASC 470-60 Troubled debt restructurings and ASC 470-50 Debt-Modifications and Extinguishments and concluded that the terms of the agreements were not substantially different as of September 30, 2020 and accounted for the transaction as a debt modification.

Notes payable to a related party in the aggregate amount of $146,000 were outstanding at September 30, 2020 which are past maturity date. The notes bear interest between 10% and 12% per annum. During the nine months ended September 30, 2020, the Company paid $19,000 principal to this related party.

As of September 30, 2020, fixed rate notes payable outstanding totaled $1,585,903, of which $724,903 is past maturity.

	September 30, 2020			December 31, 2019
Notes payable at beginning of period	$	6,874,795		$	8,158,198
Notes payable issued		717,918			2,101,000
Notes payable increased principal		25,190
Loan fees added to note payable		82,082			91,250
Repayments of notes payable in cash		(19,000	)		(235,000	)
Less amounts converted to redeemable notes		-			(67,500	)
Less amounts exchanged to fixed rate notes		(283,000	)		-
Less amounts converted to stock		(1,180,631	)		(3,173,153	)
Notes payable at end of period		6,217,354			6,874,795
Less debt discount		(115,981	)		(12,649	)
	$	6,101,373		$	6,862,146
Notes payable issued to related parties	$	146,000		$	165,000
Notes payable issued to non-related party	$	5,955,373		$	6,697,146

The maturity dates on the notes-payable are as follows:

	Notes to
12 months ending,	Related parties		Non-related parties		Total
Past due	$	146,000	$	5,045,354	$	5,191,354
September 30, 2021		-		1,026,000		1,026,000
	$	146,000	$	6,071,354	$	6,217,354

14

Endonovo Therapeutics, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (continued)

Note 7 - Shareholders’ Deficit

Preferred Stock

The Company has authorized 5,000,000 shares of preferred stock which have been designated as follows:

	Number of Shares Authorized		Number of Shares Outstanding at September 30, 2020		Par Value		Liquidation Value
Series AA		1,000,000		25,000	$	0.0010	$	-
Preferred Series B		50,000		600	$	0.0001	$	100
Preferred Series C		8,000		763	$	0.0001	$	1,000
Preferred Series D		20,000		305	$	0.0001	$	1,000
Undesignated		3,922,000		-		-		-

Series AA Preferred Shares

On February 22, 2013, the Board of Directors of the Company authorized an amendment to the Company’s Articles of Incorporation, as amended (the “Articles of Incorporation”), in the form of a Certificate of Designation that authorized the issuance of up to one million (1,000,000) shares of a new series of preferred stock, par value $0.001 per share, designated “Series AA Super Voting Preferred Stock,” for which the board of directors established the rights, preferences and limitations thereof.

Each holder of outstanding shares of Series AA Super Voting Preferred Stock shall be entitled to one hundred thousand (100,000) votes for each share of Series AA Super Voting Preferred Stock held on the record date for the determination of stockholders entitled to vote at each meeting of stockholders of the Company. The Series AA Super Voting Preferred Stockholders will receive no dividends nor any value on liquidation. As of September 30, 2020, there were 25,000 shares of Series AA Preferred stock outstanding.

Series B Convertible Preferred Stock

On February 7, 2017, the Company filed a certificate of designation for 50,000 shares of Series B Convertible Preferred Stock designated as Series B (“Series B”) which are authorized and convertible, at the option of the holder, commencing six months from the date of issuance into common shares and warrants. For each share of Series B, the holder, on conversion, shall receive the stated value divided by 75% of the market price on the date of purchase of Series B and a three-year warrant exercisable into up to a like amount of common shares with an exercise price of 150% of the market price as defined in the Certificate of Designation. Dividends shall be paid only if dividends on the Company’s issued and outstanding Common Stock are paid and the amount paid to the Series B holder will be as though the conversion shares had been issued. The Series B holders have no voting rights. Upon liquidation, the holder of Series B, shall be entitled to receive an amount equal to the stated value, $100 per share, plus any accrued and unpaid dividends thereon before any distribution is made to Series C Secured Redeemable Preferred Stock or common stockholders. As of September 30, 2020, 600 shares of Series B are outstanding.

Series C Convertible Redeemable Preferred Stock

On December 22, 2017, the Company filed a certificate of designation for 8,000 shares of Series C Secured Redeemable Preferred Stock (“Series C”). Each share of the C Preferred is entitled to receive a $20.00 quarterly dividend commencing March 31, 2018 and each quarter thereafter and is to be redeemed for the stated value, $1,000 per share, plus accrued dividends in cash (i) at the Company’s option, commencing one year from issuance and (ii) mandatorily as of December 31, 2019. Management determined that the Series C should be classified as liability per the guidance in ASC 480 Distinguishing Liabilities from Equity as of December 31, 2019. On January 29, 2020, the Company filed the amended and restated certificate of designation fort its Series C Secured Redeemable Preferred Stock. The amendment changed the rights of the Series C by (a) removing the requirement to redeem the Series C, (b) removing the obligation to pay dividends on the Series C, (c) Allowing the holders of shares of Series C to convert the stated value of their shares into common stock of the Company at 75% of the closing price of such common stock on the day prior to the conversion. The C Preferred does not have any rights to vote with the common stock.

15

Endonovo Therapeutics, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (continued)

Upon liquidation, the holder of Series C, shall be entitled to receive an amount equal to the stated value, $1,000 per share, plus any accrued and unpaid dividends thereon before any distribution is made to common stockholders but after distributions are made to holders of Series B.

Management reviewed the guidance in ASC 470-60 Troubled Debt Restructurings and ASC 470-50 Debt-Modifications and Extinguishments and concluded that the changes to the terms of the Series C qualified for debt extinguishment and recorded a loss on debt extinguishment totaling approximately $604,000 for the nine months ended September 30, 2020.

Management determined the fair value of the new instrument based on the guidance in ASC 820 Fair Value Measurement. Management concluded that the preferred stock should not be classified as a liability per the guidance in ASC 480 Distinguishing Liabilities from Equity even though the conversion would require the issuance of variable number of shares since such obligation is not unconditional. Management classified the Series C in permanent equity as of September 30, 2020.

During the nine months ended September 30, 2020, the Company converted 1,051 shares of Series C into 2,754,822 shares of common stock. As of September 30, 2020, there are 763 shares of Series C outstanding.

Series D Convertible Preferred Stock

On November 11, 2019, the Company filed a certificate of designation for 20,000 shares of Series D Convertible Preferred Stock designated as Series D (“Series D”), which are authorized and convertible, at the option of the holder, at any time from the date of issuance, into shares of common shares. On or prior to August 1, 2020, for each share of Series D, the holder, on conversion, shall receive a number of common shares equal to 0.01% of the Company’s issued and outstanding shares on conversion date and for conversion on or after August 2, 2020, the holder shall receive conversion shares as though the conversion date was August 1, 2020, with no further adjustments for issuances by the Company of common stock after August 1, 2020, except for stock split or reverse stock splits of the common stock. Management classified the Series D in permanent equity as of September 30, 2020.

The Series D holders have no voting rights. Upon liquidation, the holder of Series D, shall be entitled to receive an amount equal to the stated value, $1,000 per share, plus any accrued and unpaid dividends thereon before any distribution is made to common stockholders. During the nine months ended September 30, 2020, 50 shares of Series D have been issued. As of September 30, 2020, there are 305 shares of Series D outstanding.

Common Stock

On December 31, 2018, we entered into a non-transferrable investment agreement whereby the investor committed to purchase up to $10,000,000 of our common stock, over the course of 36 months. The aggregate number of shares issuable by us and purchasable by the investor under the investment agreement is 81,250. A registration statement for the sale of our common stock related to the investment agreement went effective on February 11, 2019.

We may draw on the facility from time to time, as and when we determine appropriate in accordance with the terms and conditions of the investment agreement. The maximum amount that we are entitled to put in any one notice is the greater of: (i) 200% of the average daily volume (U.S. market only) of the common stock for the three (3) trading days prior to the date of delivery of the applicable put notice, multiplied by the average of the closing prices for such trading days or (ii) $100,000. The purchase price shall be set at ninety-four percent (94%) of the lowest daily VWAP (“Volume Weighted Average Price”) of our common stock during the pricing period. However, if, on any trading day during a pricing period, the daily VWAP of the common stock is lower than the floor price specified by us in the put notice, then we will withdraw that portion of the put amount for each such trading day during the pricing period, with only the balance of such put amount above the minimum acceptable price being put to the investor. There are put restrictions applied on days between the put notice date and the closing date with respect to that particular put. During such time, we are not entitled to deliver another put notice.

There are circumstances under which we will not be entitled to put shares to the investor, including the following:

● we will not be entitled to put shares to the investor unless there is an effective registration statement under the Securities Act to cover the resale of the shares by the investor.

● we will not be entitled to put shares to the investor unless our common stock continues to be quoted on the OTCQB market or becomes listed on a national securities exchange.

● we will not be entitled to put shares to the investor to the extent that such shares would cause the investor’s beneficial ownership to exceed 4.99% of our outstanding shares; and

● we will not be entitled to put shares to the investor prior to the closing date of the preceding put.

In connection with the preparation of the investment agreement and the registration rights agreement, we incurred fees of $20,000.

In no event will we be obligated to register for resale more than $10,000,000 in value of shares of common stock, or 81,250 shares.

On May 29, 2020, the Company filed a post-effective amendment on Form RW removing from registration all of the remaining unsold securities with respect to Amendment Number 1 to Registration Statement on Form S-1 filed January 8, 2019 Registration No. 333- 229146 and ordered Effective February 11, 2019. The shares removed from registration include all remaining shares under the Equity Line Purchase Agreement.

16

Endonovo Therapeutics, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (continued)

On May 18, 2020, the Company and Cavalry Fund I LP (the “investor”) entered into an Equity Line Purchase Agreement (“ELPA”) pursuant to which the investor committed to purchase, subject to certain restrictions and conditions, up to $10,000,000 (the “Commitment”) worth of the Company’s common stock, over a period of 24 months from the effectiveness of the registration statement registering the resale of shares purchased by the investor pursuant to the ELPA.

The Company agreed to issue shares of its common stock (the “commitment shares”) to the investor having a market value of 5% of the commitment ($500,000 and 3,859,630 shares) based on the market price of the shares at the execution of the ELPA to be delivered in three tranches of 385,963 shares on: (i) the execution of the ELPA; (ii) thirty days after the effectiveness of the registration statement to be filed under the RRA (the “registration right agreement” or the “registration statement”), and (iii) 90 trading days after the effectiveness of the registration statement with the balance of the commitment shares to be issued pro-rata over the first $3,000,000 of puts in accordance with a formula set forth in the ELPA.

The ELPA provides that at any time after the effective date of the registration statement and provided the closing sale price of the common shares on the OTCQB is not below $0.01, from time to time on any business day selected by the Company (the “Purchase Date”), the Company shall have the right, but not the obligation, to direct the investor to buy up to 300,000 shares of the common stock (the “regular purchase amount”) at a purchase price equal to the lower of: (i) the lowest applicable sales price on the date of the put and (ii) 85% of the arithmetic average of the 3 lowest closing prices for the common stock during the 10 consecutive trading days ending on the trading day immediately preceding such put date. The regular purchase amount may be increased as follows: to up to 400,000 shares of common stock if the closing price of the common shares is not below $0.25 per share and up to 500,000 shares if the closing price is not below $0.40 per share.

Under the ELPA the Company has the right to submit a regular purchase notice to the investor as often as every business day. The payment for the shares covered by each put notice will generally occur on the day following the put notice. The ELPA contains provisions which allow for the Company to make additional puts beyond the regular purchase amount at greater discounts to the market price of the common stock as forth in the ELPA.

The ELPA requires the Company to apply at least 50% of the proceeds of puts to the payment of certain variable rate convertible notes issued by the Company.

During the nine months ended September 30, 2020, pursuant to the execution of the ELPA, the Company issued 771,926 shares of common stock with a value of $97,918.

During the nine months ended September 30, 2020, the Company issued 8,501,004 shares of common stock for the conversion of notes and accrued interest in the amount of $1,381,650.

During the nine months ended September 30, 2020, the Company issued 2,754,822 shares of common stock with a value of $1,400,934, related to the conversion of Series C.

During the nine months ended September 30, 2020, the Company issued 58,428 shares of common stock to Series C with a value of $8,152 to induce the holders to convert into shares of common stock.

During the nine months ended September 30, 2020, the Company issued 385,000 shares of common stock with a value of $39,500 related to services.

During the nine months ended September 30, 2020, the Company issued 409,000 shares with a value of $58,855 to one investor to exchange one variable convertible note with remaining principal of $283,000 past maturity for a fixed rate convertible note with principal of $525,000 and maturing one year from issuance. The Company recorded a loss on debt extinguishment of $151,496 for the fair value of the shares issued in accordance with guidance in ASC 470-50 Debt-Modifications and Extinguishments.

17

Endonovo Therapeutics, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (continued)

During the nine months ended September 30, 2020, the Company issued 1,234,568 shares of common stock in exchange for $100,000 cash pursuant to the Securities Purchase Agreement.

During the nine months ended September 30, 2020, the Company issued 1,500,000 shares of common stock for total value of $165,000 in exchange for 34,690 stock options regarding the ambiguity of price adjustment in the event of a reverse split that the Company completed on December 20, 2019.

During the nine months ended September 30, 2020, the Company modified the terms of its promissory note with one investor, which extended the maturity date of its promissory note and the issuance of 500,000 restricted stock with a fair value of $55,000. The recording of this transaction resulted in a loss on debt extinguishment of $55,000 per ASC 470-60 Troubled Debt Restructurings.

The Variable Debentures issued by the Company each have a provision requiring the Company to reserve a variable amount of shares of common stock for when the holder of the Variable Debenture converts.

During the nine months ended September 30, 2019, we issued 4,400 shares of common stock in exchange for $61,106 cash pursuant to the Investment Agreement.

During the nine months ended September 30, 2019, we issued 1,000 shares of common stock in exchange for $10,000 cash pursuant to the Securities Purchase Agreement.

During the nine months ended September 30, 2019, the Company issued 385,636 shares of common stock for the conversion of notes and accrued interest in the amount of $3,018,066.

During the nine months ended September 30, 2019, the Company issued 443 shares of common stock valued at $8,333 related to the extension of outstanding notes.

During the nine months ended September 30, 2019, the Company issued 10,340 shares of common stock with a value of $159,850, related to services.

During the nine months ended September 30, 2019, the Company issued 1,091 shares of common stock with a value of $26,545 as additional consideration for the issuance of two promissory notes totaling $336,000.

Stock Options

The balance of all stock options outstanding as of September 30, 2020, is as follows:

				Weighted Average		Weighted Average Remaining		Aggregate
				Exercise Price		Contractual		Intrinsic
	Options			Per Share		Term (years)		Value
Outstanding at January 1, 2020		99,833		$	27.81		2.02		-
Granted		3,000,000		$	0.15		1.90		-
Cancelled		(80,232	)	$	21.86		0.17		-
Exercised		-		$	-		-		-
Outstanding at September 30, 2020		3,019,601		$	0.50		3.23	$	-
Exercisable at September 30, 2020		269,601

The total unrecognized compensation expense amounts to approximately $225,400 and should be recognized evenly over a 32-month period. The weighted average grant date fair value for the nine months ended September 30, 2020 was $0.08.

On June 11, 2020, the Board of Directors approved the issuance of 74,668,000 non-incentive stock options to officers, directors, and key consultants. The key terms and conditions of the award have not been mutually understood and agreed upon, and as a result, the Company has not recognized stock compensation for such award for the nine months ended September 30, 2020.

18

Endonovo Therapeutics, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (continued)

Warrants

A summary of the status of the warrants granted under these agreements at September 30, 2020, and changes during the nine months then ended is presented below:

	Outstanding Warrants
	Shares			Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Term (years)
Outstanding at January 1, 2020		73,486		$	306.28		1.37
Granted		-		$	-		-
Cancelled		(16,572	)	$	406.21		-
Exercised		-		$	-
Outstanding at September 30, 2020		56,914		$	277.20		0.84
Exercisable at September 30, 2020		56,914		$	277.20		0.84

The Company measures the fair value of stock options and warrants issued using the Black Scholes option pricing model using the following assumptions:

	Nine months ended September 30,
	2020		2019
Expected term		1 year		2 years
Exercise price		$0.15		$14.50-$27.90
Expected volatility		231%		199%-242%
Expected dividends		None		None
Risk-free interest rate		0.14%		1.80% to 2.60%
Forfeitures		None		None

Note 8 – Related Party Transactions

One former executive of the Company has entered into note payable agreements with the Company. The balance of notes payable from the related party at September 30, 2020 is $146,000. The notes bear interest at between 10%-12% per annum and initially matured on June 30, 2019. On September 29, 2019, the Company extended the maturity on all outstanding notes to December 31, 2019. During the nine months ended September 30, 2020, the Company paid $19,000 principal to this related party.

As of September 30, 2020, and December 31, 2019, the balance of executives’ deferred compensation is $1,164,575 and $914,853, respectively, of which, $632,257 is related to deferred compensation owed to a former executive of the Company.

As of September 30, 2020, and December 31, 2019, the balance of accounts payable is $14,500 and $0, respectively. Such balance is presented in Accounts payable in the condensed consolidated balance sheets.

19

Endonovo Therapeutics, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (continued)

Note 9 – Fair Value Measurements

The Company has issued Variable Debentures which contained variable conversion rates based on unknown future prices of the Company’s common stock. This results in a conversion feature. The Company measures the conversion feature using the Black Scholes option pricing model using the following assumptions:

	Nine months ended September 30,
	2020		2019
Expected term		1 - 6 months		1 month - 1 year
Exercise price		$0.05-$0.76		$3.90-$12.90
Expected volatility		157%-249%		134%-163%
Expected dividends		None		None
Risk-free interest rate		0.03% to 1.54%		1.72% to 2.87%
Forfeitures		None		None

The assumptions used in determining fair value represent management’s best estimates, but these estimates involve inherent uncertainties and the application of management’s judgment. As a result, if factors change, including changes in the market value of the Company’s common stock, managements’ assessment or significant fluctuations in the volatility of the trading market for the Company’s common stock, the Company’s fair value estimates could be materially different in the future.

The Company computes the fair value of the derivative liability at each reporting period and the change in the fair value is recorded as non-cash expense or non-cash income. The key component in the value of the derivative liability is the Company’s stock price, which is subject to significant fluctuation and is not under its control. The resulting effect on net loss is therefore subject to significant fluctuation and will continue to be so until the Company’s Variable Debentures, which the convertible feature is associated with, are converted into common stock or paid in full with cash. Assuming all other fair value inputs remain constant, the Company will record non-cash expense when its stock price increases and non-cash income when its stock price decreases.

The following table presents changes in the liabilities with significant unobservable inputs (level 3) for the nine months ended September 30, 2020:

	Derivative
	Liability
Balance December 31, 2019	$	10,599,690
Issuance of convertible debt		785,057
Extinguishment following note exchange		(177,422	)
Settlements by debt settlement		(1,733,849	)
Change in estimated fair value		(6,016,625	)
Balance September 30, 2020	$	3,456,851

Accounting guidance on fair value measurements and disclosures defines fair value, establishes a framework for measuring the fair value of assets and liabilities using a hierarchy system, and defines required disclosures. It clarifies that fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the market in which the reporting entity transacts business.

20

Endonovo Therapeutics, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (continued)

The Company’s balance sheet contains derivative liabilities that are recorded at fair value on a recurring basis. The three-level valuation hierarchy for disclosure of fair value is as follows:

Level 1: uses quoted market prices in active markets for identical assets or liabilities.

Level 2: uses observable market-based inputs or unobservable inputs that are corroborated by market data.

Level 3: uses unobservable inputs that are not corroborated by market data.

The fair value of the Company’s recorded derivative liability is determined based on unobservable inputs that are not corroborated by market data, which require a Level 3 classification. A Black Scholes option pricing model was used to determine the fair value. The Company records derivative liability on the condensed consolidated balance sheets at fair value with changes in fair value recorded in the condensed consolidated statements of operation.

The following table presents balances in the liabilities with significant unobservable inputs (Level 3) at September 30, 2020:

	Fair Value Measurements Using
	Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
	(Level 1)		(Level 2)		(Level 3)		Total
As of September 30, 2020
Derivative liability	$	-	$	-	$	3,456,851	$	3,456,851
Total	$	-	$	-	$	3,456,851	$	3,456,851

Note 10 – Commitments and Contingencies

Legal Matters

On May 17, 2020, the Company received a letter (the “Letter”) from an attorney representing Auctus Fund, LLC (“Auctus”), a lender to the Company, which claimed that a convertible promissory note in the original principal amount of $275,250 (the “Note”) was “in default”. The Letter, among other things, threatened litigation against the Company and its officers for damages and liquidated damages. To the Company’s knowledge no action has been initiated in any court with respect to the Note. In the event Auctus were to commence litigation, the Company would defend the same vigorously and believes it has both valid defenses to any claims by and substantial counter-claims against Auctus.

The Company may become involved in various legal proceedings in the normal course of business.

Note 11 – Concentrations

Sales

During the nine months ended September 30, 2020, we had two significant customers which accounted for 36% and 20% of sales.

Supplier

We also have a single source for our bioelectric medical devices, which account for 100% of our sales. The interruption of products provided by this supplier would adversely affect our business and financial condition unless an alternative source of products could be found.

21

Endonovo Therapeutics, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (continued)

Accounts Receivable

At September 30, 2020, we had two customers which accounted for 100% of our account receivable balances.

Note 12 – Subsequent Events

Subsequent to September 30, 2020, an aggregate of 495,085 shares of restricted common stock were issued on the conversion of $15,000 of principal and $4,308 of accrued interest pursuant to Variable Notes.

Subsequent to September 30, 2020, the Company issued 800,000 shares of restricted common stock to one consultant in accordance with the term of its consulting agreement.

Subsequent to September 30, 2020, the Company issued 21,398 shares of common stock at a purchase price of $0.0701for total consideration of $1,500 to one investor.

On November 12,2020, the Company issued a self-amortization promissory note with a one-year maturity in the principal amount of $585,000, for funding of $106,692 and retirement of previously issued note with the same investor for $440,000. As inducement, the Company issued 355,000 restricted shares of the Company’s common stock.

As a result of these issuances, the total number of common shares outstanding is 18,975,435, Preferred B shares outstanding is 600, Preferred C shares outstanding is 763 and Preferred D shares outstanding is 305.

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

Cautionary Notice Regarding Forward Looking Statements

The information contained in Item 2 contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Actual results may materially differ from those projected in the forward-looking statements as a result of certain risks and uncertainties set forth in this report. Although management believes that the assumptions made and expectations reflected in the forward-looking statements are reasonable, there is no assurance that the underlying assumptions will, in fact, prove to be correct or that actual results will not be different from expectations expressed in this report.

This filing contains a number of forward-looking statements which reflect management’s current views and expectations with respect to our business, strategies, products, future results and events, and financial performance. All statements made in this filing other than statements of historical fact, including statements addressing operating performance, events, or developments which management expects or anticipates will or may occur in the future, including statements related to distributor channels, volume growth, revenues, profitability, new products, adequacy of funds from operations, statements expressing general optimism about future operating results, and non-historical information, are forward looking statements. In particular, the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “may,” and variations of such words, and similar expressions identify forward-looking statements, but are not the exclusive means of identifying such statements, and their absence does not mean that the statement is not forward-looking. These forward-looking statements are subject to certain risks and uncertainties, including those discussed below. Our actual results, performance or achievements could differ materially from historical results as well as those expressed in, anticipated, or implied by these forward-looking statements. We do not undertake any obligation to revise these forward-looking statements to reflect any future events or circumstances.

Readers should not place undue reliance on these forward-looking statements, which are based on management’s current expectations and projections about future events, are not guarantees of future performance, are subject to risks, uncertainties and assumptions (including those described below), and apply only as of the date of this filing. Our actual results, performance or achievements could differ materially from the results expressed in, or implied by, these forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

Overview

Endonovo Therapeutics, Inc. (Endonovo or the “Company”) is an innovative biotechnology company that has developed a bio-electronic approach to regenerative medicine. Endonovo is a growth stage company whose stock is publicly traded (OTCQB: ENDV).

The Company develops, manufactures and distributes evolutionary medical devices focused on the rapid healing of wounds and reduction of pain, edema and inflammation in the human body. The Company’s non-invasive bioelectric medical devices are designed to target inflammation, cardiovascular diseases, chronic kidney disease, and central nervous system disorders (“CNS” disorders).

The Company’s non-invasive Electroceutical® therapeutics device, SofPulse®, using pulsed short wave radiofrequency at 27.12 MHz has been FDA-Cleared and CE Marked for the palliative treatment of soft tissue injuries and post-operative plain and edema, and has CMS National Coverage for the treatment of chronic wounds. The Company’s current portfolio of pre-clinical stage Electroceutical® therapeutics devices address chronic kidney disease, liver disease non-alcoholic steatohepatitis (NASH), cardiovascular and peripheral artery disease (PAD) and ischemic stroke.

Endonovo’s core mission is to transform the field of medicine by developing safe, wearable, non-invasive bioelectric medical devices that deliver the Company’s Electroceutical^® Therapy. Endonovo’s bioelectric Electroceutical^® devices harnesses bioelectricity to restore key electrochemical processes that initiate anti-inflammatory processes and growth factors in the body necessary for healing to rapidly occur.

On January 22, 2014, Hanover Portfolio Acquisitions, Inc. (the “Company”) received written consents in lieu of a meeting of stockholders from holders of a majority of the shares of Common Stock representing in excess of 50% of the total issued and outstanding voting power of the Company approving an amendment to the Company’s Certificate of Incorporation to change the name of the Company from “Hanover Portfolio Acquisitions, Inc.” to “Endonovo Therapeutics, Inc.” The name change was affected pursuant to a Certificate of Amendment (the “Certificate of Amendment”), filed with the Secretary of State of Delaware on January 24, 2014.

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Going Concern

Our independent registered auditors included an explanatory paragraph in their opinion on our consolidated financial statements as of and for the fiscal year ended December 31, 2019 that states that our ongoing losses and lack of resources causes doubt about our ability to continue as a going concern.

The World Health Organization declared the Coronavirus outbreak a pandemic on March 11, 2020 and in the United States various emergency actions have been taken on the National, State and Local levels. The effects of this pandemic on the Company’s business are uncertain.

Critical Accounting Policies

A summary of our significant accounting policies is included in Note 1 of the “Notes to the Consolidated Financial Statements,” contained in our Form 10-K for the year ended December 31, 2019. Management believes that the consistent application of these policies enables us to provide users of the financial statements with useful and reliable information about our operating results and financial condition. The summary condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the U.S., which require us to make estimates and assumptions. We did not experience any significant changes during the nine months ended September 30, 2020 in any of our Critical Accounting Policies from those contained in our Form 10-K for the year ended December 31, 2019.

New Accounting Pronouncements

See Note 1 of Notes to Condensed Consolidated Financial Statements for further discussion of new accounting standards that have been adopted or are being evaluated for future adoption.

Results of Operations

Three Months ended September 30, 2020 and 2019

	Three Months Ended September 30,						Favorable
	2020			2019			(Unfavorable)			%
Revenue	$	39,980		$	54,039		$	(14,059	)		-26.0	%
Cost of revenue		760			8,925			8,165			91.5	%
Gross profit		39,220			45,114			(5,894	)		-13.1	%
Operating expenses		986,019			1,336,377			350,358			26.2	%
Loss from operations		(946,799	)		(1,291,263	)		344,464			26.7	%
Other expense		(122,242	)		(114,933	)		(7,309	)		-6.4	%
Net loss	$	(1,069,041	)	$	(1,406,196	)	$	337,155			24.0	%

Revenue

Revenue of the Company’s SofPulse® product during the three months ended September 30, 2020 was $39,980, a decrease of $14,059, or 26%, compared to $54,039 for the three months ended September 30, 2019.

Revenues for our SofPulse® product is typically recognized at the time the product is shipped, at which time the title passes to the customer, and there are no further performance obligations. Revenue has been negatively impacted by the COVID-19 contagious disease outbreak in March 2020. We anticipate that revenue will increase in future periods as the roll out of the SofPulse® product continues.

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Cost of Revenue

Cost of revenue during the three months ended September 30, 2020 was $760, a decrease of $8,165 or 91.5% compared to $8,925 for the three months ended September 30, 2019. Cost of revenue is recognized on those sales recorded as gross for which we are the principal in the transaction as opposed to net sales which reflect no cost of revenue.

It is anticipated that cost of revenue will increase in future quarters as the roll out of the SoftPulse® product continues.

Operating Expenses

Operating expenses decreased by $350,358 or 26.2%, to $986,019 for the three months ended September 30, 2020 compared to $1,336,377 for the three months ended September 30, 2019. This change was due primarily to a decrease in consulting fees of approximately $0.2 million, a decrease in professional fees of approximately $0.2 million.

Other Expense

Other expense for the quarter ended September 30, 2020 was an expense of $122,242 compared to expense of $114,933 for the quarter ended September 30, 2019. The change in the balance is not considered material.

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Nine Months ended September 30, 2020 and 2019

	Nine Months Ended September 30,						Favorable
	2020			2019			(Unfavorable)			%
Revenue	$	154,296		$	161,720		$	(7,424	)		-4.6	%
Cost of revenue		18,320			46,209			27,889			60.4	%
Gross profit		135,976			115,511			20,465			17.7	%
Operating expenses		2,364,213			3,194,586			830,373			26.0	%
Loss from operations		(2,228,237	)		(3,079,075	)		850,838			27.6	%
Other income (expense)		3,862,963			(8,570,892	)		12,433,855			145.1	%
Net income (loss)	$	1,634,726		$	(11,649,967	)	$	13,284,693			114.0	%

Revenue

Revenue of the Company’s SofPulse® product during the nine months ended September 30, 2020 was $154,296, a decrease of $7,424, or -4.6%, compared to $161,720 for the nine months ended September 30, 2019.

Revenues for our SofPulse® product is typically recognized at the time the product is shipped, at which time the title passes to the customer, and there are no further performance obligations.

We anticipate that revenue will continue to increase in future periods as the roll out of the SofPulse® product continues.

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Cost of Revenue

Cost of revenue during the nine months ended September 30, 2020 was $18,320, a decrease of $27,889 or 60.4% compared to $46,209 for the nine months ended September 30, 2019. Cost of revenue is recognized on those sales recorded as gross for which we are the principal in the transaction as opposed to net sales which reflect no cost of revenue. It is anticipated that cost of revenue will increase in future quarters as the roll out of the SoftPulse® product continues.

Operating Expenses

Operating expenses decreased by $830,373 or 26.0%, to $2,364,213 for the nine months ended September 30, 2020 compared to $3,194,586 for the nine months ended September 30, 2019. This change was due primarily to a decrease in consulting fees of approximately $0.5 million and a decrease in professional fees of approximately $0.3 million.

Other Income (Expense)

Other income (expense) for the nine months ended September 30, 2020 was an income of $3,862,963 compared to an expense of $8,570,892 for the nine months ended September 30, 2019. This change was due primarily to a change in valuation of our derivative liabilities of approximately $10.8 million coupled with a decrease in interest expense of approximately $2.3 million. We anticipate continued large fluctuations in other income (expense) as a result of quarterly re-evaluation of derivative liabilities.

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Liquidity and Capital Resources

	As of						Favorable
	September 30, 2020			December 31, 2019			(Unfavorable)
Working Capital
Current assets	$	8,625		$	62,555		$	(53,930	)
Current liabilities		15,339,386			23,623,470			8,284,084
Working capital deficit	$	(15,330,761	)	$	(23,560,915	)	$	8,230,154
Long-term debt	$	155,000		$	155,000		$	-
Stockholders’ deficit	$	(12,762,282	)	$	(20,503,820	)	$	7,741,538

	Nine Months Ended September 30,						Favorable
	2020			2019			(Unfavorable)
Statements of Cash Flows Select Information
Net cash provided (used) by:
Operating activities	$	(548,734	)	$	(2,232,626	)	$	1,683,892
Investing activities	$	-		$	(2,594	)	$	2,594
Financing activities	$	532,424		$	1,861,106		$	(1,328,682	)

	As of				Favorable
	September 30, 2020		December 31, 2019		(Unfavorable)
Balance Sheet Select Information
Cash	$	2,583	$	18,893	$	(16,310	)
Accounts payable and accrued expenses	$	5,781,162	$	4,348,219	$	(1,432,943	)

Since inception and through September 30, 2020, the Company has raised approximately $0.6 million in equity and debt transactions. These funds have been used to commence the operations of the Company to acquire and begin the development of its intellectual property portfolio. These activities include attending trade shows and corporate development. Our accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business for the twelve-month period following the date of these condensed consolidated financial statements. The Company has incurred substantial losses since inception. Its current liabilities exceed its current assets and available cash is not sufficient to fund expected future operations. The Company is raising additional capital through debt and equity securities in order to continue the funding of its operations. However, there is no assurance that the Company can raise enough funds or generate sufficient revenues to pay its obligations as they become due, which raises substantial doubt about our ability to continue as a going concern. To reduce the risk of not being able to continue as a going concern, management is commercializing its FDA cleared and CE marked products and has commenced its business plan to materialize revenues from potential, future, license agreements, has raised capital through the sale of its common stock and is seeking out profitable companies. Our cash on hand at September 30, 2020 was less than $3,000. This will be insufficient to fund operations if additional capital is not raised. The Company raised an aggregate of $ 551,424 through the sale of equity and debt securities during the nine months ended September 30, 2020.

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The Company is not aware of any recently issued accounting pronouncements that when adopted will have a material effect on the Company’s financial position or result of its operation.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

We are a Smaller Reporting Company and are not required to provide the information under this item.

Item 4. Controls and Procedures.

Disclosure of controls and procedures.

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports, filed under the Securities Exchange Act of 1934, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable and not absolute assurance of achieving the desired control objectives. In reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. In addition, the design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, a control may become inadequate because of changes in conditions or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

As required by the SEC Rule 13a-15(b), we carried out an evaluation under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on the foregoing, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective at the reasonable assurance level due to the material weaknesses described below.

In light of the material weaknesses described below, we performed additional analysis and other post-closing procedures to ensure our financial statements were prepared in accordance with generally accepted accounting principles. Accordingly, we believe that the financial statements included in this report fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented.

A material weakness is a control deficiency (within the meaning of the Public Company Accounting Oversight Board (PCAOB) Auditing Standard No. 2) or combination of control deficiencies that result in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. Management has identified the following two material weaknesses which have caused management to conclude that as of September 30, 2020 our disclosure controls and procedures were not effective at the reasonable assurance level:

1. We do not have written documentation of our internal control policies and procedures. Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act which is applicable to us for the quarter ended September 30, 2020. Management evaluated the impact of our failure to have written documentation of our internal controls and procedures on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

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2. We do not have sufficient segregation of duties within accounting functions, which is a basic internal control. Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent possible, the authorization of transactions, the custody of assets and the recording of transactions should be performed by separate individuals. Management evaluated the impact of our failure to have segregation of duties on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

To address these material weaknesses, management performed additional analyses and other procedures to ensure that the financial statements included herein fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented.

Changes in internal controls over financial reporting.

There has been no change in our internal control over financial reporting that occurred during the fiscal quarter covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

We are not currently involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

Item 1A. Risk Factors.

We are a Smaller Reporting Company (as defined in Rule 12b-2 of the Exchange Act) and are not required to provide the information under this item.

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

Number of
Common Shares		Source of
Issued		Payment	Amount
	133,334	Conversion Series C Preferred	$	13,333
	759,669	Conversion of notes	$	70,410
	1,500,000	Exchange of options	$	165,000
	360,000	Services	$	36,000
	500,000	Exchange note inducement	$	55,000
	1,234,568	Issuance for cash		100,000
	385,963	Commitment shares		42,379

The above issuances of securities during the three months ended September 30, 2020 were exempt from registration pursuant to Section 4(2), and/or Regulation D promulgated under the Securities Act. These securities qualified for exemption under Section 4(2) of the Securities Act since the issuance securities by us did not involve a public offering. The offering was not a “public offering” as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of securities offered. We did not undertake an offering in which we sold a high number of securities to a high number of investors. In addition, these stockholders had the necessary investment intent as required by Section 4(2) since they agreed to and received share certificates bearing a legend stating that such securities are restricted pursuant to Rule 144 of the Securities Act. This restriction ensures that these securities would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act for this transaction.

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Item 3. Defaults upon Senior Securities.

None

Item 4. Mine Safety Disclosures.

Not applicable

Item 5. Other Information

None

Item 6. Exhibits

Exhibit Number	Exhibit Title
31.1	Certification of Principal Executive Officer and Principal Financial Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Principal Executive Officer and Principal 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 Schema
101.CAL *	XBRL Taxonomy Calculation Linkbase
101.DEF *	XBRL Taxonomy Definition Linkbase
101.LAB *	XBRL Taxonomy Label Linkbase
101.PRE *	XBRL Taxonomy Presentation Linkbase

In accordance with SEC Release 33-8238, Exhibit 32.1 and 32.2 are being furnished and not filed.

* Furnished herewith. XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

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SIGNATURES

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

Dated: November 19, 2020	Endonovo Therapeutics, Inc.
	By:	/s/ Alan Collier
		Alan Collier
		Chief Executive Officer (Duly Authorized Officer, Principal Executive Officer and Principal Financial Officer)

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EX-31.1

Exhibit 31.1

Certification of Principal Executive Officer and Principal Financial Officer

Pursuant to 18 U.S.C. 1350

(Section 302 of the Sarbanes-Oxley Act of 2002)

I, Alan Collier, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of Endonovo Therapeutics, Inc. for the period ended September 30, 2020;
2.	Based on my knowledge, this 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 report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	I am 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 registrant 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 registrant, 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)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’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 registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’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 registrant’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 registrant’s internal controls.

Dated: November 19, 2020	/s/ Alan Collier
	Chief Executive Officer and Principal Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. §1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Endonovo Therapeutics, Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2020 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Alan Collier, Chief Executive Officer and Principal Financial Officer of the Company, certify, pursuant to 18 U.S.C. §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.

	/s/ Alan Collier
Name:	Alan Collier
Title:	Chief Executive Officer and Principal Financial Officer
Date:	November 19, 2020

This certification accompanies each Report pursuant to § 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of §18 of the Securities Exchange Act of 1934, as amended.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

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Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2020	Nov. 19, 2020
Cover [Abstract]
Entity Registrant Name	ENDONOVO THERAPEUTICS, INC.
Entity Central Index Key	0001528172
Document Type	10-Q
Document Period End Date	Sep. 30, 2020
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business Flag	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		18,975,435
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2020

XML

Condensed Consolidated Balance Sheets - USD ($)	Sep. 30, 2020	Dec. 31, 2019
Current assets:
Cash	$ 2,583	$ 18,893
Accounts receivable, net of allowance for doubtful accounts of $0	942	22,742
Deposit	2,500
Prepaid expenses and other current assets	2,600	20,920
Total current assets	8,625	62,555
Property, Plant and Equipment, net	2,483	5,915
Patents, net	2,720,996	3,206,180
Total assets	2,732,104	3,274,650
Current liabilities
Accounts payable	762,175	599,470
Accrued interest	1,870,628	1,317,376
Deferred compensation	3,148,359	2,431,373
Notes payable, net of discounts of $115,981 and $12,649 as of September 30, 2020 and December 31, 2019	5,955,373	6,697,146
Notes payable - related party	146,000	165,000
Derivative liability	3,456,851	10,599,690
Series C preferred stock liability, net of discounts $766 at December 31, 2019		1,813,415
Total current liabilities	15,339,386	23,623,470
Acquisition payable	155,000	155,000
Total liabilities	15,494,386	23,778,470
COMMITMENTS AND CONTINGENCIES, note 10
Shareholders' deficit
Super AA super voting preferred stock, $0.001 par value; 1,000,000 authorized and 25,000 issued and outstanding at September 30, 2020 and December 31, 2019	25	25
Common stock, $0.0001 par value; 2,500,000,000 shares authorized; 17,303,952 and 1,189,204 shares issued and outstanding as of September 30, 2020 and December 31, 2019	1,731	118
Additional paid-in capital	38,545,743	32,432,392
Stock subscriptions	(1,570)	(1,570)
Accumulated deficit	(51,308,212)	(52,934,786)
Total shareholders' deficit	(12,762,282)	(20,503,820)
Total liabilities and shareholders' deficit	2,732,104	3,274,650
Series B Convertible Preferred Stock [Member]
Shareholders' deficit
Convertible preferred stock	1	1
Series C Convertible Preferred Stock [Member]
Shareholders' deficit
Convertible preferred stock
Series D Convertible Preferred Stock [Member]
Shareholders' deficit
Convertible preferred stock

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Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)	Sep. 30, 2020	Dec. 31, 2019
Allowance for doubtful accounts receivable	$ 0	$ 0
Discounts on notes payable current	115,981	12,649
Series C preferred stock liability, discounts		$ 766
Super AA super voting preferred stock, par value	$ 0.001	$ 0.001
Super AA super voting preferred stock, shares authorized	1,000,000	1,000,000
Super AA super voting preferred stock, shares issued	25,000	25,000
Super AA super voting preferred stock, shares outstanding	25,000	25,000
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	2,500,000,000	2,500,000,000
Common stock, shares issued	17,303,952	1,189,204
Common stock, shares outstanding	17,303,952	1,189,204
Series B Convertible Preferred Stock [Member]
Convertible preferred stock, par value	$ 0.0001	$ 0.0001
Convertible preferred stock, shares authorized	50,000	50,000
Convertible preferred stock, shares issued	600	600
Convertible preferred stock, shares outstanding	600	600
Series C Convertible Preferred Stock [Member]
Convertible preferred stock, par value	$ 0.0001	$ 0.0001
Convertible preferred stock, shares authorized	8,000	8,000
Convertible preferred stock, shares issued	763	1,814
Convertible preferred stock, shares outstanding	763	1,814
Series D Convertible Preferred Stock [Member]
Convertible preferred stock, par value	$ 0.0001	$ 0.0001
Convertible preferred stock, shares authorized	20,000	20,000
Convertible preferred stock, shares issued	305	255
Convertible preferred stock, shares outstanding	305	255

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Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended			9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	[1]	Sep. 30, 2020	Sep. 30, 2019	[1]
Income Statement [Abstract]
Revenue	$ 39,980	$ 54,039		$ 154,296	$ 161,720
Cost of revenue	760	8,925		18,320	46,209
Gross profit	39,220	45,114		135,976	115,511
Operating expenses	986,019	1,336,377		2,364,213	3,194,586
Loss from operations	(946,799)	(1,291,263)		(2,228,237)	(3,079,075)
Other income (expense)
Change in fair value of derivative liability	416,370	693,996		6,016,625	(4,785,167)
Gain (loss) on settlement of debt	(47,602)	10,746		(564,385)	63,036
Other expense	(58,902)			(58,902)
Interest expense, net	(432,108)	(819,675)		(1,530,375)	(3,848,761)
Other income (expense)	(122,242)	(114,933)		3,862,963	(8,570,892)
Income (Loss) before income taxes	(1,069,041)	(1,406,196)		1,634,726	(11,649,967)
Provision for income taxes
Net Income (loss) income	$ (1,069,041)	$ (1,406,196)		$ 1,634,726	$ (11,649,967)
Basic Income (Loss) per share	$ (0.07)	$ (1.81)		$ 0.17	$ (19.00)
Diluted Income (Loss) per share	$ (0.07)	$ (1.81)		$ (0.15)	$ (19)
Weighted average common share outstanding:
Basic	16,137,373	777,249		9,621,530	613,272
Diluted	16,137,373	777,249		23,575,380	613,272

[1] The condensed consolidated financial statements have been retroactively restated to reflect the 1,000-for-1-reverse stock split that occurred on December 20, 2019.

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Condensed Consolidated Statements of Operations (Unaudited) (Parenthetical)	Dec. 20, 2019
Income Statement [Abstract]
Reverse stock split	1,000-for-1-reverse stock split

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Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019
Operating activities:
Net Income (Loss)	$ 1,634,726	$ (11,649,967)	[1]
Adjustments to reconcile net income (loss) to cash used in operating activities:
Depreciation and amortization expense	488,616	487,684
Stock compensation expense	400,108
Fair value of equity issued for services	13,067	159,849
Loss (gain) on extinguishment of debt	564,385	(63,036)	[1]
Amortization of note discount and original issue discount	50,348	1,737,714
Amortization of discount on Series C Preferred stock liability	248	145,836
Non-cash interest expense	713,462	1,077,728
Non-cash value of stock, options and warrants issued for services and notes		25,232
Change in fair value of derivative liability	(6,016,625)	4,785,167	[1]
Changes in assets and liabilities:
Accounts receivable	21,800	(7,931)
Deposit	(2,500)
Prepaid expenses and other current assets	18,320	(22,575)
Account payable	82,006	188,792
Accrued interest	766,319	761,185
Deferred compensation	716,986	141,696
Net cash used in operating activities	(548,734)	(2,232,626)
Investing activities:
Acquisition of property and equipment		(2,594)
Net cash used in investing activities		(2,594)
Financing activities:
Proceeds from the issuance of notes payable	401,424	1,995,000
Repayments on related-parties short-term advances	(19,000)	(75,000)
Repayments of convertible debt in cash		(130,000)
Proceeds from issuance of common stock and units	100,000	71,106
Proceeds from issuance of preferred stock	50,000
Net cash provided by financing activities	532,424	1,861,106
Net decrease in cash	(16,310)	(374,114)
Cash, beginning of year	18,893	379,151
Cash, end of period	2,583	5,037
Supplemental disclosure of cash flow information:
Cash paid for interest		15,300
Cash paid for Preferred C dividends		106,167
Cash paid for income taxes
Non-Cash Investing and Financing Activities:
Conversion of notes payable and accrued interest to common stock	1,357,573	3,018,066
Conversion of fixed rate notes to Preferred C Stock		94,000
Conversion of Preferred C Stock to common stock	1,400,934
Issuance of common stock to Preferred C Stock inducement	8,152
Exchange note and accrued interest to new convertible note	$ 316,494

[1] The condensed consolidated financial statements have been retroactively restated to reflect the 1,000-for-1-reverse stock split that occurred on December 20, 2019.

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Condensed Consolidated Statement of Shareholders' Deficit (Unaudited) - USD ($)		Series AA Preferred Stock [Member]	Series B Convertible Preferred Stock [Member]	Series D Convertible Preferred Stock [Member]	Series C Convertible Preferred Stock [Member]	Common Stock [Member]		Additional Paid-in Capital [Member]		Subscription Receivable [Member]		Retained Earnings [Member]		Total
Balance at Dec. 31, 2018	[1]	$ 25	$ 1			$ 43		$ 24,229,945		$ (1,570)		$ (35,620,282)		$ (11,391,838)
Balance, shares at Dec. 31, 2018	[1]	25,000	600			431,063
Common stock issued for cash	[1]							27,559						27,559
Common stock issued for cash, shares	[1]					2,000
Common stock issued for services	[1]							92,084						92,084
Common stock issued for services, shares	[1]					4,132
Valuation of warrants issued with Preferred Stock C								11,512						11,512
Shares issued for conversion of notes payable and accrued interest	[1]					$ 8		2,002,174						2,002,182
Shares issued for conversion of notes payable and accrued interest, shares	[1]					78,044
Valuation of stock issued with notes	[1]							26,545						26,545
Valuation of stock issued with notes, shares						1,091	[1]
Valuation of common stock issued for note extension								8,333						8,333
Valuation of common stock issued for note extension, shares						443
Valuation of stock options issued for services								5,170						5,170
Net loss												(2,406,225)		(2,406,225)
Balance at Mar. 31, 2019	[1]	$ 25	$ 1			$ 51		26,403,322		(1,570)		(38,026,507)		(11,624,678)
Balance, shares at Mar. 31, 2019	[1]	25,000	600			516,773
Balance at Dec. 31, 2018	[1]	$ 25	$ 1			$ 43		24,229,945		(1,570)		(35,620,282)		(11,391,838)
Balance, shares at Dec. 31, 2018	[1]	25,000	600			431,063
Net loss	[1]													(11,649,967)
Balance at Sep. 30, 2019		$ 25	$ 1			$ 83		30,705,715		(1,570)		(47,270,249)		(16,565,996)
Balance, shares at Sep. 30, 2019		25,000	600			834,283
Balance at Dec. 31, 2018	[1]	$ 25	$ 1			$ 43		24,229,945		(1,570)		(35,620,282)		(11,391,838)
Balance, shares at Dec. 31, 2018	[1]	25,000	600			431,063
Balance at Dec. 31, 2019		$ 25	$ 1			$ 118		32,432,392		(1,570)		(52,934,786)		(20,503,820)
Balance, shares at Dec. 31, 2019		25,000	600	255		1,189,204
Balance at Mar. 31, 2019	[1]	$ 25	$ 1			$ 51		26,403,322		(1,570)		(38,026,507)		(11,624,678)
Balance, shares at Mar. 31, 2019	[1]	25,000	600			516,773
Common stock issued for cash	[1]							33,547						33,547
Common stock issued for cash, shares	[1]					2,400
Common stock issued for services	[1]							37,813						37,813
Common stock issued for services, shares	[1]					3,025
Valuation of warrants issued with Preferred Stock C								3,818						3,818
Shares issued for conversion of notes payable and accrued interest	[1]					$ 21		3,134,960						3,134,981
Shares issued for conversion of notes payable and accrued interest, shares	[1]					208,360
Valuation of stock options issued for services								5,170						5,170
Net loss												(7,837,546)		(7,837,546)
Balance at Jun. 30, 2019	[1]	$ 25	$ 1			$ 72		29,618,630		(1,570)		(45,864,053)		(16,246,895)
Balance, shares at Jun. 30, 2019	[1]	25,000	600			730,558
Common stock issued for cash	[1]							10,000						10,000
Common stock issued for cash, shares	[1]					1,000
Common stock issued for services	[1]							29,954						29,954
Common stock issued for services, shares	[1]					3,182
Valuation of warrants issued with Preferred Stock C								1,003	[1]		[1]		[1]	1,003	[1]
Shares issued for conversion of notes payable and accrued interest	[1]					$ 10		1,031,237						1,031,247
Shares issued for conversion of notes payable and accrued interest, shares	[1]					99,232
Shares issued with lock-up agreements	[1]							3,788						3,788
Shares issued with lock-up agreements, shares	[1]					310
Valuation of stock options issued for services								11,103						11,103
Net loss												(1,406,196)		(1,406,196)	[1]
Balance at Sep. 30, 2019		$ 25	$ 1			$ 83		30,705,715		(1,570)		(47,270,249)		(16,565,996)
Balance, shares at Sep. 30, 2019		25,000	600			834,283
Balance at Dec. 31, 2019		$ 25	$ 1			$ 118		32,432,392		(1,570)		(52,934,786)		(20,503,820)
Balance, shares at Dec. 31, 2019		25,000	600	255		1,189,204
Reclassification Preferred Series C								2,418,269						2,418,269
Reclassification Preferred Series C, shares					1,814
Shares issued for Preferred Series D								50,000						50,000
Shares issued for Preferred Series D, shares				50
Shares issued for conversion of notes payable and accrued interest						$ 439		2,545,275						2,545,714
Shares issued for conversion of notes payable and accrued interest, shares						4,388,291
Shares issued for conversion of Preferred Series C to common share						$ 164		(164)
Shares issued for conversion of Preferred Series C to common share, shares					(936)	1,636,166
Valuation of stock options issued for services								9,567						9,567
Net loss												4,338,418		4,338,418
Balance at Mar. 31, 2020		$ 25	$ 1			$ 721		37,455,339		(1,570)		(48,596,368)		(11,141,852)
Balance, shares at Mar. 31, 2020		25,000	600	305	878	7,213,661
Balance at Dec. 31, 2019		$ 25	$ 1			$ 118		32,432,392		(1,570)		(52,934,786)		(20,503,820)
Balance, shares at Dec. 31, 2019		25,000	600	255		1,189,204
Net loss														1,634,726
Balance at Sep. 30, 2020		$ 25	$ 1			$ 1,731		38,545,743		(1,570)		(51,308,212)		(12,762,282)
Balance, shares at Sep. 30, 2020		25,000	600	305	763	17,303,952
Balance at Mar. 31, 2020		$ 25	$ 1			$ 721		37,455,339		(1,570)		(48,596,368)		(11,141,852)
Balance, shares at Mar. 31, 2020		25,000	600	305	878	7,213,661
Common stock issued for services						$ 3		3,497						3,500
Common stock issued for services, shares						25,000
Restricted shares issued as inducement to Series C						$ 6		8,146				(8,152)
Restricted shares issued as inducement to Series C, shares						58,428
Shares issued for conversion of notes payable and accrued interest						$ 335		475,627						475,962
Shares issued for conversion of notes payable and accrued interest, shares						3,353,044
Shares issued for conversion of Preferred Series C to common share						$ 99		27						126
Shares issued for conversion of Preferred Series C to common share, shares					(105)	985,322
Commitment shares						$ 39		55,501						55,540
Commitment shares, shares						385,963
Common stock issued with exchange of convertible notes						$ 41		58,814						58,855
Common stock issued with exchange of convertible notes, shares						409,000
Net loss												(1,634,651)		(1,634,651)
Balance at Jun. 30, 2020		$ 25	$ 1			$ 1,244		38,056,951		(1,570)		(50,239,171)		(12,182,520)
Balance, shares at Jun. 30, 2020		25,000	600	305	773	12,430,418
Common stock issued for cash						$ 123		99,877						100,000
Common stock issued for cash, shares						1,234,568
Common stock issued for services						$ 36		35,964						36,000
Common stock issued for services, shares						360,000
Shares issued for conversion of notes payable and accrued interest						$ 76		70,334						70,410
Shares issued for conversion of notes payable and accrued interest, shares						759,669
Shares issued for conversion of Preferred Series C to common share						$ 13		(13)
Shares issued for conversion of Preferred Series C to common share, shares					(10)	133,334
Shares issued for exchange of stock options						$ 150		164,850						165,000
Shares issued for exchange of stock options,shares						1,500,000
Shares issued as inducement to note holder						$ 50		54,950						55,000
Shares issued as inducement to note holder, shares						500,000
Valuation of stock options issued for services								20,490						20,490
Commitment shares						$ 39		42,340						42,379
Commitment shares, shares						385,963
Net loss												(1,069,041)		(1,069,041)
Balance at Sep. 30, 2020		$ 25	$ 1			$ 1,731		$ 38,545,743		$ (1,570)		$ (51,308,212)		$ (12,762,282)
Balance, shares at Sep. 30, 2020		25,000	600	305	763	17,303,952

[1] The condensed consolidated financial statements have been retroactively restated to reflect the 1,000-for-1-reverse stock split that occurred on December 20, 2019.

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Condensed Consolidated Statement of Shareholders' Deficit (Unaudited) (Parenthetical)	Dec. 20, 2019
Statement of Stockholders' Equity [Abstract]
Reverse stock split	1,000-for-1-reverse stock split

XML

Organization and Nature of Business

9 Months Ended

Sep. 30, 2020

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Nature of Business

Note 1 - Organization and Nature of Business

Endonovo Therapeutics, Inc. (Endonovo or the “Company”) is an innovative biotechnology company that has developed a bio-electronic approach to regenerative medicine. Endonovo is a growth stage company whose stock is publicly traded (OTCQB: ENDV).

The Company develops, manufactures and distributes evolutionary medical devices focused on the rapid healing of wounds and reduction of pain, edema and inflammation in the human body. The Company’s non-invasive bioelectric medical devices are designed to target inflammation, cardiovascular diseases, chronic kidney disease, and central nervous system disorders (“CNS” disorders).

The Company’s non-invasive Electroceutical® therapeutics device, SofPulse®, using pulsed short wave radiofrequency at 27.12 MHz has been FDA-Cleared and CE Marked for the palliative treatment of soft tissue injuries and post-operative plain and edema, and has CMS National Coverage for the treatment of chronic wounds. The Company’s current portfolio of pre-clinical stage Electroceutical® therapeutics devices address chronic kidney disease, liver disease non-alcoholic steatohepatitis (NASH), cardiovascular and peripheral artery disease (PAD) and ischemic stroke.

Endonovo’s core mission is to transform the field of medicine by developing safe, wearable, non-invasive bioelectric medical devices that deliver the Company’s Electroceutical^® Therapy. Endonovo’s bioelectric Electroceutical^® devices harnesses bioelectricity to restore key electrochemical processes that initiate anti-inflammatory processes and growth factors in the body necessary for healing to rapidly occur.

On January 22, 2014, Hanover Portfolio Acquisitions, Inc. (the “Company”) received written consents in lieu of a meeting of stockholders from holders of a majority of the shares of Common Stock representing in excess of 50% of the total issued and outstanding voting power of the Company approving an amendment to the Company’s Certificate of Incorporation to change the name of the Company from “Hanover Portfolio Acquisitions, Inc.” to “Endonovo Therapeutics, Inc.” The name change was affected pursuant to a Certificate of Amendment (the “Certificate of Amendment”), filed with the Secretary of State of Delaware on January 24, 2014.

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Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2020

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 2 – Summary of significant accounting policies

Basis of Presentation and Principles of Consolidation

The accompanying unaudited interim condensed consolidated financial statements have been presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the instructions to Article 8 of Regulation S-X. Accordingly, the financial statements do not include all of the information and notes required by GAAP for complete financial statements. The condensed consolidated financial statements as of September 30, 2020 and 2019 are unaudited; however, in the opinion of management such interim condensed consolidated financial statements reflect all adjustments, consisting solely of normal recurring adjustments, necessary for a fair presentation of the results for the periods presented. The accompanying financial information should be read in conjunction with the financial statements and the notes thereto in the Company’s most recent Annual Report on Form 10-K, as filed with the Securities and Exchange Commission (the “SEC”) on May 4, 2020. The results of operations for the period presented are not necessarily indicative of the results that might be expected for future interim periods or for the full year.

The condensed consolidated financial statements of the Company include the accounts of ETI and IPR as of March 14, 2012; Aviva as of April 2, 2013; and WeHealAnimals as of November 16, 2013. All significant intercompany accounts and transactions are eliminated in consolidation.

Going Concern

These accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business for the twelve-month period following the date these condensed consolidated financial statements are issued.

As of September 30, 2020, the Company had cash of approximately $3,000 and a working capital deficiency of $15.3 million. During the nine months ended September 30, 2020, the Company used approximately $0.5 million of cash in its operation. The Company has incurred recurring losses resulting in an accumulated deficit of approximately $51.3 million as of September 30, 2020. These conditions raise substantial doubt as to its ability to continue as going concern within one year from issuance date of these financial statements.

During the nine months ended September 30, 2020, the Company has raised approximately $0.6 million in debt and equity financing. The Company is raising additional capital through debt and equity securities to continue the funding of its operations. However, there is no assurance that the Company can raise enough funds or generate sufficient revenues to pay its obligations as they become due, which raises substantial doubt about our ability to continue as a going concern.

No adjustments have been made to the carrying value of assets or liabilities as a result of this uncertainty. To reduce the risk of not being able to continue as a going concern, management is commercializing its FDA cleared and CE marked products and has commenced implementing its business plan to materialize revenues from potential, future, license agreements, has raised capital through the sale of its preferred and common stock, has entered into an investment agreement whereby the company has access to an equity line of credit and is seeking out profitable companies.

In March 2020, the World Health Organization declared coronavirus COVID-19 a global pandemic. This contagious disease outbreak, which has continued to spread, and any related adverse public health developments, has adversely affected workforces, economies, and financial markets globally, potentially leading to an economic downturn. It is not possible for the Company to predict the duration or magnitude of the adverse results of the outbreak and its effects on the Company’s business or ability to raise funds.

Reverse Split

In October 2019, the Company’s Board of Directors and stockholders approved an amendment to the Company’s amended and restated certificate of incorporation to effect a 1,000-for-1 reverse split of the Company’s common stock, which was effected on December 20, 2019. The par value of the common stock was not adjusted as a result of the reverse stock split. Accordingly, all common stock, stock options, warrants and related per share amounts as of and for the quarter ended September 30, 2019 have been retroactively adjusted to give effect to the reverse split.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Critical estimates include the value of shares issued for services, in connection with notes payable agreements, in connection with note extension agreements, and as repayment for outstanding debt, the useful lives of property and equipment, the valuation of the derivative liability, the valuation of warrants and stock options, and the valuation of deferred income tax assets. Management uses its historical records and knowledge of its business in making these estimates. Actual results could differ from these estimates.

Earnings (Loss) Per Share

The Company utilizes Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 260, “Earnings per Share.” Basic earnings (loss) per share is computed based on the earnings (loss) attributable to common shareholders divided by the weighted average number of shares outstanding for the period excluding any dilutive effects of options, warrants, unvested share awards and convertible securities. Diluted earnings (loss) per common share is calculated similar to basic earnings (loss) per share except that the denominator is increased to include additional common share equivalents available upon exercise of stock option, warrants, common shares issuable under convertible debt and restricted stock using the treasury stock method. Dilutive common share equivalents include the dilutive effect of in-the-money share equivalents, which are calculated based on the average share price for each period using the treasury stock method, excluding any common share equivalents if their effect would be anti-dilutive. In periods in which a net loss has been incurred, all potentially dilutive common shares are considered anti-dilutive and thus are excluded from the calculation.

The components of basic and diluted earnings per share for the nine months ended September 30, 2020 and 2019 were as follows:

	Nine months ended September 30,
	2020			2019
Numerator:
Net income (loss) attributable to common shareholders	$	1,634,726		$	(11,649,967	)
Effect of dilutive securities
Convertible notes		(5,063,936	)		-
Net loss for diluted earnings per share	$	(3,429,210	)	$	(11,649,967	)
Denominator:
Weighted-average number of common shares outstanding during the period		9,621,530			613,272
Dilutive effect of convertible notes payable		13,953,850			-
Common stock and common stock equivalents used for diluted earnings per share		23,575,380			613,272

Accounts Receivable

The Company uses the specific identification method for recording the provision for doubtful accounts, which was $0 at September 30, 2020 and December 31, 2019. Accounts receivable are written off when all collection attempts have failed.

Research and Development

Costs relating to the development of new products are expensed as research and development as incurred in accordance with FASB Accounting Standards Codification (“ASC”) 730-10, Research and Development. Research and development costs amounted to $0 and $34,708 for the three months ended September 30, 2020 and 2019, respectively, and $3,283 and $88,022 for the nine months ended September 30, 2020 and 2019, respectively and are included in operating expenses in the condensed consolidated statements of operations.

Recently Issued Accounting Pronouncements

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which supersedes existing guidance on accounting for leases in “Leases (Topic 840)” and generally requires all leases to be recognized in the condensed consolidated balance sheet. ASU 2016-02 is effective for annual and interim reporting periods beginning after December 15, 2018; early adoption is permitted. The provisions of ASU 2016-02 are to be applied using a modified retrospective approach. The Company has adopted ASU 2016-02 on January 1, 2019. The adoption of ASU 2016-02 did not have a significant impact on the Company’s condensed consolidated results of operations, financial position and cash flows.

In June 2018, the FASB issued ASU No. 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, which simplifies several aspects of the accounting for nonemployee share-based payment transactions resulting from expanding the scope of Topic 718, Compensation—Stock Compensation, to include share-based payment transactions for acquiring goods and services from nonemployees. This ASU is effective for public business entities for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted, but no earlier than an entity’s adoption date of Topic 606. The Company has early adopted ASU 2018-07 and the adoption did not have a significant impact on the Company’s condensed consolidated financial statements.

In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework- Changes to the Disclosure Requirements for Fair Value Measurement. The amendments in this Update modify the disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement, based on the concepts in the Concepts Statement, including the consideration of costs and benefits. Effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. Early adoption is permitted upon issuance of this Update. Any entity is permitted to early adopt any removed or modified disclosures upon issuance of this Update and delay adoption of the additional disclosures until their effective date. The Company adopted ASU 2018-13 as of January 1, 2020, and ASU 2018-13 has not had a material impact on the condensed consolidated financial position or results of operations and liquidity.

In August 2020, the FASB issued “ASU 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)” which simplifies the accounting for convertible instruments. The guidance removes certain accounting models which separate the embedded conversion features from the host contract for convertible instruments. Either a modified retrospective method of transition or a fully retrospective method of transition is permissible for the adoption of this standard. Update No. 2020-06 is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted no earlier than the fiscal year beginning after December 15, 2020. The Company is currently evaluating the potential on its financial statements

The Company has evaluated all the recent accounting pronouncements and determined that there are no other accounting pronouncements that will have a material effect on the Company’s financial statements.

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Revenue Recognition

9 Months Ended

Sep. 30, 2020

Revenue from Contract with Customer [Abstract]

Revenue Recognition

Note 3 - Revenue Recognition

Contracts with Customers

We have adopted ASC 606, Revenue from Contracts with Customers effective January 1, 2019 using the modified retrospective method applied to those contracts which were not substantially completed as of January 1, 2019. These standards provide guidance on recognizing revenue, including a five-step model to determine when revenue recognition is appropriate. The standard requires that an entity recognize revenue to depict the transfer of control of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.

We routinely plan on entering into contracts with customers that include general commercial terms and conditions, notification requirements for price increases, shipping terms and in most cases prices for the products and services that we offer. Our performance obligations are established when a customer submits a purchase order notification (in writing, electronically or verbally) for goods and services, and we accept the order. We identify performance obligations as the delivery of the requested product or service in appropriate quantities and to the location specified in the customer’s contract and/or purchase order. We generally recognize revenue upon the satisfaction of these criteria when control of the product or service has been transferred to the customer at which time we have an unconditional right to receive payment. Our sales and sale prices are final and our prices are not affected by contingent events that could impact the transaction price.

Revenues for our SofPulse® product is typically recognized at the time the product is shipped, at which time the title passes to the customer, and there are no further performance obligations.

In connection with offering products and services provided to the end user by third-party vendors, we review the relationship between us, the vendor and the end user to assess whether revenue should be reported on a gross or net basis. In asserting whether revenue should be reported on a gross or net basis, we consider whether we act as a principal in the transaction and control the goods and services used to fulfill the performance obligation(s) associated with the transaction.

Sources of Revenue

We have identified the following revenues by revenue source:

1. Medical care providers

As of September 30, 2020, and 2019, the sources of revenue were as follows:

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2020		2019		2020		2019
Direct sales- Medical care providers, gross	$	39,980	$	54,039	$	154,296	$	161,720
Total sources of revenue	$	39,980	$	54,039	$	154,296	$	161,720

Warranty

Our general product warranties do not extend beyond an assurance that the product delivered will be consistent with stated specifications and do not include separate performance obligations.

Significant Judgments in the Application of the Guidance in ASC 606

There are no significant judgments associated with the satisfaction of our performance obligations. We generally satisfy performance obligations upon delivery of the product to the customer. This is consistent with the time in which the customer obtains control of the products. Performance obligations are also generally settled quickly after the purchase order acceptance, therefore the value of unsatisfied performance obligations at the end of any reporting period is generally immaterial.

We consider variable consideration in establishing the transaction price. Forms of variable consideration applicable to our arrangements include sales returns, rebates, volume-based bonuses, and prompt pay discounts. We use historical information along with an analysis of the expected value to properly calculate and to consider the need to constrain estimates of variable consideration. Such amounts are included as a reduction to revenue from the sale of products in the periods in which the related revenue is recognized and adjusted in future periods as necessary.

Practical Expedients

Our payment terms for sales direct to distributors are substantially less than the one-year collection period that falls within the practical expedient in determination of whether a significant financing component exists.

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Property, Plant and Equipment

9 Months Ended

Sep. 30, 2020

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

Note 4 – Property, Plant and Equipment

The following is a summary of equipment, at cost, less accumulated depreciation at September 30, 2020 and December 31, 2019:

	September 30, 2020		December 31, 2019
Autos	$	64,458	$	64,458
Medical equipment		13,969		13,969
Other equipment		11,367		11,367
		89,794		89,794
Less accumulated depreciation		87,311		83,879
	$	2,483	$	5,915

Depreciation expense for the nine months ended September 30, 2020 and 2019 was $3,432 and $2,501, respectively.

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Patents

9 Months Ended

Sep. 30, 2020

Goodwill and Intangible Assets Disclosure [Abstract]

Patents

Note 5 – Patents

In December 2017, we acquired from Rio Grande Neurosciences, Inc. (RGN) a patent portfolio for $4,500,000. The earliest patents expire in 2024. The following is a summary of patents less accumulated amortization at September 30, 2020 and December 31, 2019:

	September 30, 2020		December 31, 2019
Patents	$	4,500,000	$	4,500,000
Less accumulated amortization		1,779,004		1,293,820
	$	2,720,996	$	3,206,180

Amortization expense associated with patents was $485,184 and $485,183 for the nine months ended September 30, 2020 and 2019, respectively. The estimated future amortization expense related to patents as of September 30, 2020 is as follows:

Twelve Months Ending September 30,	Amount
2021	$	646,910
2022		646,910
2023		646,910
2024		646,910
2025		133,356
Total	$	2,720,996

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Notes Payable

9 Months Ended

Sep. 30, 2020

Debt Disclosure [Abstract]

Notes Payable

Note 6- Notes Payable

Notes Payable

During the nine months ended September 30, 2020, the Company issued 5 fixed rate promissory notes totaling $800,000 for funding of $401,424 with original terms of six to twelve months and interest rates of 8% to 10%. If the notes are not paid at maturity, two of the five notes will bear a 22% default interest rate and the other three will bear a 24% default interest rate. As of September 30, 2020, four of the promissory notes became variable rate notes, which triggered the recognition of a derivative liability for the embedded conversion feature. As of September 30, 2020, all of the notes remain outstanding.

During the nine months ended September 30, 2020, the Company converted six previous fixed rate notes into variable rate notes in an accumulated amount of $833,250 as a result of the notes not being paid at maturity and, therefore, triggering a conditional conversion option for the noteholder. The conversion rate is 70% and 75% of the Company’s common stock based on the terms included in the variable rate notes. As of September 30, 2020, the Company exchanged one of the variable notes with $316,494 unamortized principal and accrued interest into one fixed rate promissory notes for $525,000 due in twelve months from issuance date and convertible upon an event of default. The Company recorded the exchange in accordance with ASC 470-50 Debt-Modifications and Extinguishments and recorded $151,496 as gain from debt extinguishment in the condensed consolidated statements of operations.

The gross amount of all convertible notes with variable conversion rates outstanding at September 30, 2020 is $4,485,451, of which $4,418,626 are past maturity.

On May 20, 2020, the Company entered into modification and forbearance agreements (the “agreements”) with three investors as a condition for the execution of the equity line purchase agreement (see note 7), collectively totaling $4,397,000 in principal and approximately $1,080,000 in accrued interest. As long as the Equity Line Purchase Agreement is in effect and its terms are being complied with, the terms of the forbearance agreements include the extension of the maturity date, elimination of the conversion feature attached to the hybrid instrument and a 12.5% premium for future cash redemption.

On July 16, 2020, the Securities and Exchange Commission declared effective the registration statement on Form S-1, for the registration of the shares under the Equity Line Purchase Agreements, which was filed on June 23, 2020 and amended on July 10, 2020. Management reviewed the guidance per ASC 470-60 Troubled debt restructurings and ASC 470-50 Debt-Modifications and Extinguishments and concluded that the terms of the agreements were not substantially different as of September 30, 2020 and accounted for the transaction as a debt modification.

Notes payable to a related party in the aggregate amount of $146,000 were outstanding at September 30, 2020 which are past maturity date. The notes bear interest between 10% and 12% per annum. During the nine months ended September 30, 2020, the Company paid $19,000 principal to this related party.

As of September 30, 2020, fixed rate notes payable outstanding totaled $1,585,903, of which $724,903 is past maturity.

	September 30, 2020			December 31, 2019
Notes payable at beginning of period	$	6,874,795		$	8,158,198
Notes payable issued		717,918			2,101,000
Notes payable increased principal		25,190
Loan fees added to note payable		82,082			91,250
Repayments of notes payable in cash		(19,000	)		(235,000	)
Less amounts converted to redeemable notes		-			(67,500	)
Less amounts exchanged to fixed rate notes		(283,000	)		-
Less amounts converted to stock		(1,180,631	)		(3,173,153	)
Notes payable at end of period		6,217,354			6,874,795
Less debt discount		(115,981	)		(12,649	)
	$	6,101,373		$	6,862,146
Notes payable issued to related parties	$	146,000		$	165,000
Notes payable issued to non-related party	$	5,955,373		$	6,697,146

The maturity dates on the notes-payable are as follows:

	Notes to
12 months ending,	Related parties		Non-related parties		Total
Past due	$	146,000	$	5,045,354	$	5,191,354
September 30, 2021		-		1,026,000		1,026,000
	$	146,000	$	6,071,354	$	6,217,354

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Shareholders' Deficit

9 Months Ended

Sep. 30, 2020

Equity [Abstract]

Shareholders' Deficit

Note 7 - Shareholders’ Deficit

Preferred Stock

The Company has authorized 5,000,000 shares of preferred stock which have been designated as follows:

	Number of Shares Authorized		Number of Shares Outstanding at September 30, 2020		Par Value		Liquidation Value
Series AA		1,000,000		25,000	$	0.0010	$	-
Preferred Series B		50,000		600	$	0.0001	$	100
Preferred Series C		8,000		763	$	0.0001	$	1,000
Preferred Series D		20,000		305	$	0.0001	$	1,000
Undesignated		3,922,000		-		-		-

Series AA Preferred Shares

On February 22, 2013, the Board of Directors of the Company authorized an amendment to the Company’s Articles of Incorporation, as amended (the “Articles of Incorporation”), in the form of a Certificate of Designation that authorized the issuance of up to one million (1,000,000) shares of a new series of preferred stock, par value $0.001 per share, designated “Series AA Super Voting Preferred Stock,” for which the board of directors established the rights, preferences and limitations thereof.

Each holder of outstanding shares of Series AA Super Voting Preferred Stock shall be entitled to one hundred thousand (100,000) votes for each share of Series AA Super Voting Preferred Stock held on the record date for the determination of stockholders entitled to vote at each meeting of stockholders of the Company. The Series AA Super Voting Preferred Stockholders will receive no dividends nor any value on liquidation. As of September 30, 2020, there were 25,000 shares of Series AA Preferred stock outstanding.

Series B Convertible Preferred Stock

On February 7, 2017, the Company filed a certificate of designation for 50,000 shares of Series B Convertible Preferred Stock designated as Series B (“Series B”) which are authorized and convertible, at the option of the holder, commencing six months from the date of issuance into common shares and warrants. For each share of Series B, the holder, on conversion, shall receive the stated value divided by 75% of the market price on the date of purchase of Series B and a three-year warrant exercisable into up to a like amount of common shares with an exercise price of 150% of the market price as defined in the Certificate of Designation. Dividends shall be paid only if dividends on the Company’s issued and outstanding Common Stock are paid and the amount paid to the Series B holder will be as though the conversion shares had been issued. The Series B holders have no voting rights. Upon liquidation, the holder of Series B, shall be entitled to receive an amount equal to the stated value, $100 per share, plus any accrued and unpaid dividends thereon before any distribution is made to Series C Secured Redeemable Preferred Stock or common stockholders. As of September 30, 2020, 600 shares of Series B are outstanding.

Series C Convertible Redeemable Preferred Stock

On December 22, 2017, the Company filed a certificate of designation for 8,000 shares of Series C Secured Redeemable Preferred Stock (“Series C”). Each share of the C Preferred is entitled to receive a $20.00 quarterly dividend commencing March 31, 2018 and each quarter thereafter and is to be redeemed for the stated value, $1,000 per share, plus accrued dividends in cash (i) at the Company’s option, commencing one year from issuance and (ii) mandatorily as of December 31, 2019. Management determined that the Series C should be classified as liability per the guidance in ASC 480 Distinguishing Liabilities from Equity as of December 31, 2019. On January 29, 2020, the Company filed the amended and restated certificate of designation fort its Series C Secured Redeemable Preferred Stock. The amendment changed the rights of the Series C by (a) removing the requirement to redeem the Series C, (b) removing the obligation to pay dividends on the Series C, (c) Allowing the holders of shares of Series C to convert the stated value of their shares into common stock of the Company at 75% of the closing price of such common stock on the day prior to the conversion. The C Preferred does not have any rights to vote with the common stock.

Upon liquidation, the holder of Series C, shall be entitled to receive an amount equal to the stated value, $1,000 per share, plus any accrued and unpaid dividends thereon before any distribution is made to common stockholders but after distributions are made to holders of Series B.

Management reviewed the guidance in ASC 470-60 Troubled Debt Restructurings and ASC 470-50 Debt-Modifications and Extinguishments and concluded that the changes to the terms of the Series C qualified for debt extinguishment and recorded a loss on debt extinguishment totaling approximately $604,000 for the nine months ended September 30, 2020.

Management determined the fair value of the new instrument based on the guidance in ASC 820 Fair Value Measurement. Management concluded that the preferred stock should not be classified as a liability per the guidance in ASC 480 Distinguishing Liabilities from Equity even though the conversion would require the issuance of variable number of shares since such obligation is not unconditional. Management classified the Series C in permanent equity as of September 30, 2020.

During the nine months ended September 30, 2020, the Company converted 1,051 shares of Series C into 2,754,822 shares of common stock. As of September 30, 2020, there are 763 shares of Series C outstanding.

Series D Convertible Preferred Stock

On November 11, 2019, the Company filed a certificate of designation for 20,000 shares of Series D Convertible Preferred Stock designated as Series D (“Series D”), which are authorized and convertible, at the option of the holder, at any time from the date of issuance, into shares of common shares. On or prior to August 1, 2020, for each share of Series D, the holder, on conversion, shall receive a number of common shares equal to 0.01% of the Company’s issued and outstanding shares on conversion date and for conversion on or after August 2, 2020, the holder shall receive conversion shares as though the conversion date was August 1, 2020, with no further adjustments for issuances by the Company of common stock after August 1, 2020, except for stock split or reverse stock splits of the common stock. Management classified the Series D in permanent equity as of September 30, 2020.

The Series D holders have no voting rights. Upon liquidation, the holder of Series D, shall be entitled to receive an amount equal to the stated value, $1,000 per share, plus any accrued and unpaid dividends thereon before any distribution is made to common stockholders. During the nine months ended September 30, 2020, 50 shares of Series D have been issued. As of September 30, 2020, there are 305 shares of Series D outstanding.

Common Stock

On December 31, 2018, we entered into a non-transferrable investment agreement whereby the investor committed to purchase up to $10,000,000 of our common stock, over the course of 36 months. The aggregate number of shares issuable by us and purchasable by the investor under the investment agreement is 81,250. A registration statement for the sale of our common stock related to the investment agreement went effective on February 11, 2019.

We may draw on the facility from time to time, as and when we determine appropriate in accordance with the terms and conditions of the investment agreement. The maximum amount that we are entitled to put in any one notice is the greater of: (i) 200% of the average daily volume (U.S. market only) of the common stock for the three (3) trading days prior to the date of delivery of the applicable put notice, multiplied by the average of the closing prices for such trading days or (ii) $100,000. The purchase price shall be set at ninety-four percent (94%) of the lowest daily VWAP (“Volume Weighted Average Price”) of our common stock during the pricing period. However, if, on any trading day during a pricing period, the daily VWAP of the common stock is lower than the floor price specified by us in the put notice, then we will withdraw that portion of the put amount for each such trading day during the pricing period, with only the balance of such put amount above the minimum acceptable price being put to the investor. There are put restrictions applied on days between the put notice date and the closing date with respect to that particular put. During such time, we are not entitled to deliver another put notice.

There are circumstances under which we will not be entitled to put shares to the investor, including the following:

● we will not be entitled to put shares to the investor unless there is an effective registration statement under the Securities Act to cover the resale of the shares by the investor.

● we will not be entitled to put shares to the investor unless our common stock continues to be quoted on the OTCQB market or becomes listed on a national securities exchange.

● we will not be entitled to put shares to the investor to the extent that such shares would cause the investor’s beneficial ownership to exceed 4.99% of our outstanding shares; and

● we will not be entitled to put shares to the investor prior to the closing date of the preceding put.

In connection with the preparation of the investment agreement and the registration rights agreement, we incurred fees of $20,000.

In no event will we be obligated to register for resale more than $10,000,000 in value of shares of common stock, or 81,250 shares.

On May 29, 2020, the Company filed a post-effective amendment on Form RW removing from registration all of the remaining unsold securities with respect to Amendment Number 1 to Registration Statement on Form S-1 filed January 8, 2019 Registration No. 333- 229146 and ordered Effective February 11, 2019. The shares removed from registration include all remaining shares under the Equity Line Purchase Agreement.

On May 18, 2020, the Company and Cavalry Fund I LP (the “investor”) entered into an Equity Line Purchase Agreement (“ELPA”) pursuant to which the investor committed to purchase, subject to certain restrictions and conditions, up to $10,000,000 (the “Commitment”) worth of the Company’s common stock, over a period of 24 months from the effectiveness of the registration statement registering the resale of shares purchased by the investor pursuant to the ELPA.

The Company agreed to issue shares of its common stock (the “commitment shares”) to the investor having a market value of 5% of the commitment ($500,000 and 3,859,630 shares) based on the market price of the shares at the execution of the ELPA to be delivered in three tranches of 385,963 shares on: (i) the execution of the ELPA; (ii) thirty days after the effectiveness of the registration statement to be filed under the RRA (the “registration right agreement” or the “registration statement”), and (iii) 90 trading days after the effectiveness of the registration statement with the balance of the commitment shares to be issued pro-rata over the first $3,000,000 of puts in accordance with a formula set forth in the ELPA.

The ELPA provides that at any time after the effective date of the registration statement and provided the closing sale price of the common shares on the OTCQB is not below $0.01, from time to time on any business day selected by the Company (the “Purchase Date”), the Company shall have the right, but not the obligation, to direct the investor to buy up to 300,000 shares of the common stock (the “regular purchase amount”) at a purchase price equal to the lower of: (i) the lowest applicable sales price on the date of the put and (ii) 85% of the arithmetic average of the 3 lowest closing prices for the common stock during the 10 consecutive trading days ending on the trading day immediately preceding such put date. The regular purchase amount may be increased as follows: to up to 400,000 shares of common stock if the closing price of the common shares is not below $0.25 per share and up to 500,000 shares if the closing price is not below $0.40 per share.

Under the ELPA the Company has the right to submit a regular purchase notice to the investor as often as every business day. The payment for the shares covered by each put notice will generally occur on the day following the put notice. The ELPA contains provisions which allow for the Company to make additional puts beyond the regular purchase amount at greater discounts to the market price of the common stock as forth in the ELPA.

The ELPA requires the Company to apply at least 50% of the proceeds of puts to the payment of certain variable rate convertible notes issued by the Company.

During the nine months ended September 30, 2020, pursuant to the execution of the ELPA, the Company issued 771,926 shares of common stock with a value of $97,918.

During the nine months ended September 30, 2020, the Company issued 8,501,004 shares of common stock for the conversion of notes and accrued interest in the amount of $1,381,650.

During the nine months ended September 30, 2020, the Company issued 2,754,822 shares of common stock with a value of $1,400,934, related to the conversion of Series C.

During the nine months ended September 30, 2020, the Company issued 58,428 shares of common stock to Series C with a value of $8,152 to induce the holders to convert into shares of common stock.

During the nine months ended September 30, 2020, the Company issued 385,000 shares of common stock with a value of $39,500 related to services.

During the nine months ended September 30, 2020, the Company issued 409,000 shares with a value of $58,855 to one investor to exchange one variable convertible note with remaining principal of $283,000 past maturity for a fixed rate convertible note with principal of $525,000 and maturing one year from issuance. The Company recorded a loss on debt extinguishment of $151,496 for the fair value of the shares issued in accordance with guidance in ASC 470-50 Debt-Modifications and Extinguishments.

During the nine months ended September 30, 2020, the Company issued 1,234,568 shares of common stock in exchange for $100,000 cash pursuant to the Securities Purchase Agreement.

During the nine months ended September 30, 2020, the Company issued 1,500,000 shares of common stock for total value of $165,000 in exchange for 34,690 stock options regarding the ambiguity of price adjustment in the event of a reverse split that the Company completed on December 20, 2019.

During the nine months ended September 30, 2020, the Company modified the terms of its promissory note with one investor, which extended the maturity date of its promissory note and the issuance of 500,000 restricted stock with a fair value of $55,000. The recording of this transaction resulted in a loss on debt extinguishment of $55,000 per ASC 470-60 Troubled Debt Restructurings.

The Variable Debentures issued by the Company each have a provision requiring the Company to reserve a variable amount of shares of common stock for when the holder of the Variable Debenture converts.

During the nine months ended September 30, 2019, we issued 4,400 shares of common stock in exchange for $61,106 cash pursuant to the Investment Agreement.

During the nine months ended September 30, 2019, we issued 1,000 shares of common stock in exchange for $10,000 cash pursuant to the Securities Purchase Agreement.

During the nine months ended September 30, 2019, the Company issued 385,636 shares of common stock for the conversion of notes and accrued interest in the amount of $3,018,066.

During the nine months ended September 30, 2019, the Company issued 443 shares of common stock valued at $8,333 related to the extension of outstanding notes.

During the nine months ended September 30, 2019, the Company issued 10,340 shares of common stock with a value of $159,850, related to services.

During the nine months ended September 30, 2019, the Company issued 1,091 shares of common stock with a value of $26,545 as additional consideration for the issuance of two promissory notes totaling $336,000.

Stock Options

The balance of all stock options outstanding as of September 30, 2020, is as follows:

				Weighted Average		Weighted Average Remaining		Aggregate
				Exercise Price		Contractual		Intrinsic
	Options			Per Share		Term (years)		Value
Outstanding at January 1, 2020		99,833		$	27.81		2.02		-
Granted		3,000,000		$	0.15		1.90		-
Cancelled		(80,232	)	$	21.86		0.17		-
Exercised		-		$	-		-		-
Outstanding at September 30, 2020		3,019,601		$	0.50		3.23	$	-
Exercisable at September 30, 2020		269,601

The total unrecognized compensation expense amounts to approximately $225,400 and should be recognized evenly over a 32-month period. The weighted average grant date fair value for the nine months ended September 30, 2020 was $0.08.

On June 11, 2020, the Board of Directors approved the issuance of 74,668,000 non-incentive stock options to officers, directors, and key consultants. The key terms and conditions of the award have not been mutually understood and agreed upon, and as a result, the Company has not recognized stock compensation for such award for the nine months ended September 30, 2020.

Warrants

A summary of the status of the warrants granted under these agreements at September 30, 2020, and changes during the nine months then ended is presented below:

	Outstanding Warrants
	Shares			Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Term (years)
Outstanding at January 1, 2020		73,486		$	306.28		1.37
Granted		-		$	-		-
Cancelled		(16,572	)	$	406.21		-
Exercised		-		$	-
Outstanding at September 30, 2020		56,914		$	277.20		0.84
Exercisable at September 30, 2020		56,914		$	277.20		0.84

The Company measures the fair value of stock options and warrants issued using the Black Scholes option pricing model using the following assumptions:

	Nine months ended September 30,
	2020		2019
Expected term		1 year		2 years
Exercise price		$0.15		$14.50-$27.90
Expected volatility		231%		199%-242%
Expected dividends		None		None
Risk-free interest rate		0.14%		1.80% to 2.60%
Forfeitures		None		None

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Related Party Transactions

9 Months Ended

Sep. 30, 2020

Related Party Transactions [Abstract]

Related Party Transactions

Note 8 – Related Party Transactions

One former executive of the Company has entered into note payable agreements with the Company. The balance of notes payable from the related party at September 30, 2020 is $146,000. The notes bear interest at between 10%-12% per annum and initially matured on June 30, 2019. On September 29, 2019, the Company extended the maturity on all outstanding notes to December 31, 2019. During the nine months ended September 30, 2020, the Company paid $19,000 principal to this related party.

As of September 30, 2020, and December 31, 2019, the balance of executives’ deferred compensation is $1,164,575 and $914,853, respectively, of which, $632,257 is related to deferred compensation owed to a former executive of the Company.

As of September 30, 2020, and December 31, 2019, the balance of accounts payable is $14,500 and $0, respectively. Such balance is presented in Accounts payable in the condensed consolidated balance sheets.

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Fair Value Measurements

9 Months Ended

Sep. 30, 2020

Fair Value Disclosures [Abstract]

Fair Value Measurements

Note 9 – Fair Value Measurements

The Company has issued Variable Debentures which contained variable conversion rates based on unknown future prices of the Company’s common stock. This results in a conversion feature. The Company measures the conversion feature using the Black Scholes option pricing model using the following assumptions:

	Nine months ended September 30,
	2020		2019
Expected term		1 - 6 months		1 month - 1 year
Exercise price		$0.05-$0.76		$3.90-$12.90
Expected volatility		157%-249%		134%-163%
Expected dividends		None		None
Risk-free interest rate		0.03% to 1.54%		1.72% to 2.87%
Forfeitures		None		None

The assumptions used in determining fair value represent management’s best estimates, but these estimates involve inherent uncertainties and the application of management’s judgment. As a result, if factors change, including changes in the market value of the Company’s common stock, managements’ assessment or significant fluctuations in the volatility of the trading market for the Company’s common stock, the Company’s fair value estimates could be materially different in the future.

The Company computes the fair value of the derivative liability at each reporting period and the change in the fair value is recorded as non-cash expense or non-cash income. The key component in the value of the derivative liability is the Company’s stock price, which is subject to significant fluctuation and is not under its control. The resulting effect on net loss is therefore subject to significant fluctuation and will continue to be so until the Company’s Variable Debentures, which the convertible feature is associated with, are converted into common stock or paid in full with cash. Assuming all other fair value inputs remain constant, the Company will record non-cash expense when its stock price increases and non-cash income when its stock price decreases.

The following table presents changes in the liabilities with significant unobservable inputs (level 3) for the nine months ended September 30, 2020:

	Derivative
	Liability
Balance December 31, 2019	$	10,599,690
Issuance of convertible debt		785,057
Extinguishment following note exchange		(177,422	)
Settlements by debt settlement		(1,733,849	)
Change in estimated fair value		(6,016,625	)
Balance September 30, 2020	$	3,456,851

Accounting guidance on fair value measurements and disclosures defines fair value, establishes a framework for measuring the fair value of assets and liabilities using a hierarchy system, and defines required disclosures. It clarifies that fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the market in which the reporting entity transacts business.

The Company’s balance sheet contains derivative liabilities that are recorded at fair value on a recurring basis. The three-level valuation hierarchy for disclosure of fair value is as follows:

Level 1: uses quoted market prices in active markets for identical assets or liabilities.

Level 2: uses observable market-based inputs or unobservable inputs that are corroborated by market data.

Level 3: uses unobservable inputs that are not corroborated by market data.

The fair value of the Company’s recorded derivative liability is determined based on unobservable inputs that are not corroborated by market data, which require a Level 3 classification. A Black Scholes option pricing model was used to determine the fair value. The Company records derivative liability on the condensed consolidated balance sheets at fair value with changes in fair value recorded in the condensed consolidated statements of operation.

The following table presents balances in the liabilities with significant unobservable inputs (Level 3) at September 30, 2020:

	Fair Value Measurements Using
	Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
	(Level 1)		(Level 2)		(Level 3)		Total
As of September 30, 2020
Derivative liability	$	-	$	-	$	3,456,851	$	3,456,851
Total	$	-	$	-	$	3,456,851	$	3,456,851

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Commitments and Contingencies

9 Months Ended

Sep. 30, 2020

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 10 – Commitments and Contingencies

Legal Matters

On May 17, 2020, the Company received a letter (the “Letter”) from an attorney representing Auctus Fund, LLC (“Auctus”), a lender to the Company, which claimed that a convertible promissory note in the original principal amount of $275,250 (the “Note”) was “in default”. The Letter, among other things, threatened litigation against the Company and its officers for damages and liquidated damages. To the Company’s knowledge no action has been initiated in any court with respect to the Note. In the event Auctus were to commence litigation, the Company would defend the same vigorously and believes it has both valid defenses to any claims by and substantial counter-claims against Auctus.

The Company may become involved in various legal proceedings in the normal course of business.

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Concentrations

9 Months Ended

Sep. 30, 2020

Risks and Uncertainties [Abstract]

Concentrations

Note 11 – Concentrations

Sales

During the nine months ended September 30, 2020, we had two significant customers which accounted for 36% and 20% of sales.

Supplier

We also have a single source for our bioelectric medical devices, which account for 100% of our sales. The interruption of products provided by this supplier would adversely affect our business and financial condition unless an alternative source of products could be found.

Accounts Receivable

At September 30, 2020, we had two customers which accounted for 100% of our account receivable balances.

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Subsequent Events

9 Months Ended

Sep. 30, 2020

Subsequent Events [Abstract]

Subsequent Events

Note 12 – Subsequent Events

Subsequent to September 30, 2020, an aggregate of 495,085 shares of restricted common stock were issued on the conversion of $15,000 of principal and $4,308 of accrued interest pursuant to Variable Notes.

Subsequent to September 30, 2020, the Company issued 800,000 shares of restricted common stock to one consultant in accordance with the term of its consulting agreement.

Subsequent to September 30, 2020, the Company issued 21,398 shares of common stock at a purchase price of $0.0701for total consideration of $1,500 to one investor.

On November 12,2020, the Company issued a self-amortization promissory note with a one-year maturity in the principal amount of $585,000, for funding of $106,692 and retirement of previously issued note with the same investor for $440,000. As inducement, the Company issued 355,000 restricted shares of the Company’s common stock.

As a result of these issuances, the total number of common shares outstanding is 18,975,435, Preferred B shares outstanding is 600, Preferred C shares outstanding is 763 and Preferred D shares outstanding is 305.

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Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2020

Accounting Policies [Abstract]

Basis of Presentation and Principles of Consolidation

Basis of Presentation and Principles of Consolidation

The accompanying unaudited interim condensed consolidated financial statements have been presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the instructions to Article 8 of Regulation S-X. Accordingly, the financial statements do not include all of the information and notes required by GAAP for complete financial statements. The condensed consolidated financial statements as of September 30, 2020 and 2019 are unaudited; however, in the opinion of management such interim condensed consolidated financial statements reflect all adjustments, consisting solely of normal recurring adjustments, necessary for a fair presentation of the results for the periods presented. The accompanying financial information should be read in conjunction with the financial statements and the notes thereto in the Company’s most recent Annual Report on Form 10-K, as filed with the Securities and Exchange Commission (the “SEC”) on May 4, 2020. The results of operations for the period presented are not necessarily indicative of the results that might be expected for future interim periods or for the full year.

The condensed consolidated financial statements of the Company include the accounts of ETI and IPR as of March 14, 2012; Aviva as of April 2, 2013; and WeHealAnimals as of November 16, 2013. All significant intercompany accounts and transactions are eliminated in consolidation.

Going Concern

Going Concern

These accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business for the twelve-month period following the date these condensed consolidated financial statements are issued.

As of September 30, 2020, the Company had cash of approximately $3,000 and a working capital deficiency of $15.3 million. During the nine months ended September 30, 2020, the Company used approximately $0.5 million of cash in its operation. The Company has incurred recurring losses resulting in an accumulated deficit of approximately $51.3 million as of September 30, 2020. These conditions raise substantial doubt as to its ability to continue as going concern within one year from issuance date of these financial statements.

During the nine months ended September 30, 2020, the Company has raised approximately $0.6 million in debt and equity financing. The Company is raising additional capital through debt and equity securities to continue the funding of its operations. However, there is no assurance that the Company can raise enough funds or generate sufficient revenues to pay its obligations as they become due, which raises substantial doubt about our ability to continue as a going concern.

No adjustments have been made to the carrying value of assets or liabilities as a result of this uncertainty. To reduce the risk of not being able to continue as a going concern, management is commercializing its FDA cleared and CE marked products and has commenced implementing its business plan to materialize revenues from potential, future, license agreements, has raised capital through the sale of its preferred and common stock, has entered into an investment agreement whereby the company has access to an equity line of credit and is seeking out profitable companies.

In March 2020, the World Health Organization declared coronavirus COVID-19 a global pandemic. This contagious disease outbreak, which has continued to spread, and any related adverse public health developments, has adversely affected workforces, economies, and financial markets globally, potentially leading to an economic downturn. It is not possible for the Company to predict the duration or magnitude of the adverse results of the outbreak and its effects on the Company’s business or ability to raise funds.

Reverse Split

Reverse Split

In October 2019, the Company’s Board of Directors and stockholders approved an amendment to the Company’s amended and restated certificate of incorporation to effect a 1,000-for-1 reverse split of the Company’s common stock, which was effected on December 20, 2019. The par value of the common stock was not adjusted as a result of the reverse stock split. Accordingly, all common stock, stock options, warrants and related per share amounts as of and for the quarter ended September 30, 2019 have been retroactively adjusted to give effect to the reverse split.

Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Critical estimates include the value of shares issued for services, in connection with notes payable agreements, in connection with note extension agreements, and as repayment for outstanding debt, the useful lives of property and equipment, the valuation of the derivative liability, the valuation of warrants and stock options, and the valuation of deferred income tax assets. Management uses its historical records and knowledge of its business in making these estimates. Actual results could differ from these estimates.

Earnings (Loss) Per Share

Earnings (Loss) Per Share

The Company utilizes Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 260, “Earnings per Share.” Basic earnings (loss) per share is computed based on the earnings (loss) attributable to common shareholders divided by the weighted average number of shares outstanding for the period excluding any dilutive effects of options, warrants, unvested share awards and convertible securities. Diluted earnings (loss) per common share is calculated similar to basic earnings (loss) per share except that the denominator is increased to include additional common share equivalents available upon exercise of stock option, warrants, common shares issuable under convertible debt and restricted stock using the treasury stock method. Dilutive common share equivalents include the dilutive effect of in-the-money share equivalents, which are calculated based on the average share price for each period using the treasury stock method, excluding any common share equivalents if their effect would be anti-dilutive. In periods in which a net loss has been incurred, all potentially dilutive common shares are considered anti-dilutive and thus are excluded from the calculation.

The components of basic and diluted earnings per share for the nine months ended September 30, 2020 and 2019 were as follows:

	Nine months ended September 30,
	2020			2019
Numerator:
Net income (loss) attributable to common shareholders	$	1,634,726		$	(11,649,967	)
Effect of dilutive securities
Convertible notes		(5,063,936	)		-
Net loss for diluted earnings per share	$	(3,429,210	)	$	(11,649,967	)
Denominator:
Weighted-average number of common shares outstanding during the period		9,621,530			613,272
Dilutive effect of convertible notes payable		13,953,850			-
Common stock and common stock equivalents used for diluted earnings per share		23,575,380			613,272

Accounts Receivable

Accounts Receivable

The Company uses the specific identification method for recording the provision for doubtful accounts, which was $0 at September 30, 2020 and December 31, 2019. Accounts receivable are written off when all collection attempts have failed.

Research and Development

Research and Development

Costs relating to the development of new products are expensed as research and development as incurred in accordance with FASB Accounting Standards Codification (“ASC”) 730-10, Research and Development. Research and development costs amounted to $0 and $34,708 for the three months ended September 30, 2020 and 2019, respectively, and $3,283 and $88,022 for the nine months ended September 30, 2020 and 2019, respectively and are included in operating expenses in the condensed consolidated statements of operations.

Recently Issued Accounting Pronouncements

Recently Issued Accounting Pronouncements

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which supersedes existing guidance on accounting for leases in “Leases (Topic 840)” and generally requires all leases to be recognized in the condensed consolidated balance sheet. ASU 2016-02 is effective for annual and interim reporting periods beginning after December 15, 2018; early adoption is permitted. The provisions of ASU 2016-02 are to be applied using a modified retrospective approach. The Company has adopted ASU 2016-02 on January 1, 2019. The adoption of ASU 2016-02 did not have a significant impact on the Company’s condensed consolidated results of operations, financial position and cash flows.

In June 2018, the FASB issued ASU No. 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, which simplifies several aspects of the accounting for nonemployee share-based payment transactions resulting from expanding the scope of Topic 718, Compensation—Stock Compensation, to include share-based payment transactions for acquiring goods and services from nonemployees. This ASU is effective for public business entities for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted, but no earlier than an entity’s adoption date of Topic 606. The Company has early adopted ASU 2018-07 and the adoption did not have a significant impact on the Company’s condensed consolidated financial statements.

In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework- Changes to the Disclosure Requirements for Fair Value Measurement. The amendments in this Update modify the disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement, based on the concepts in the Concepts Statement, including the consideration of costs and benefits. Effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. Early adoption is permitted upon issuance of this Update. Any entity is permitted to early adopt any removed or modified disclosures upon issuance of this Update and delay adoption of the additional disclosures until their effective date. The Company adopted ASU 2018-13 as of January 1, 2020, and ASU 2018-13 has not had a material impact on the condensed consolidated financial position or results of operations and liquidity.

In August 2020, the FASB issued “ASU 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)” which simplifies the accounting for convertible instruments. The guidance removes certain accounting models which separate the embedded conversion features from the host contract for convertible instruments. Either a modified retrospective method of transition or a fully retrospective method of transition is permissible for the adoption of this standard. Update No. 2020-06 is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted no earlier than the fiscal year beginning after December 15, 2020. The Company is currently evaluating the potential on its financial statements

The Company has evaluated all the recent accounting pronouncements and determined that there are no other accounting pronouncements that will have a material effect on the Company’s financial statements.

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Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2020

Accounting Policies [Abstract]

Schedule of Earnings (Loss) Per Share

The components of basic and diluted earnings per share for the nine months ended September 30, 2020 and 2019 were as follows:

	Nine months ended September 30,
	2020			2019
Numerator:
Net income (loss) attributable to common shareholders	$	1,634,726		$	(11,649,967	)
Effect of dilutive securities
Convertible notes		(5,063,936	)		-
Net loss for diluted earnings per share	$	(3,429,210	)	$	(11,649,967	)
Denominator:
Weighted-average number of common shares outstanding during the period		9,621,530			613,272
Dilutive effect of convertible notes payable		13,953,850			-
Common stock and common stock equivalents used for diluted earnings per share		23,575,380			613,272

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Revenue Recognition (Tables)

9 Months Ended

Sep. 30, 2020

Revenue from Contract with Customer [Abstract]

Schedule of Revenue Source

As of September 30, 2020, and 2019, the sources of revenue were as follows:

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2020		2019		2020		2019
Direct sales- Medical care providers, gross	$	39,980	$	54,039	$	154,296	$	161,720
Total sources of revenue	$	39,980	$	54,039	$	154,296	$	161,720

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Property, Plant and Equipment (Tables)

9 Months Ended

Sep. 30, 2020

Property, Plant and Equipment [Abstract]

Summary of Property and Equipment

The following is a summary of equipment, at cost, less accumulated depreciation at September 30, 2020 and December 31, 2019:

	September 30, 2020		December 31, 2019
Autos	$	64,458	$	64,458
Medical equipment		13,969		13,969
Other equipment		11,367		11,367
		89,794		89,794
Less accumulated depreciation		87,311		83,879
	$	2,483	$	5,915

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Patents (Tables)

9 Months Ended

Sep. 30, 2020

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Patents Less Accumulated Amortization

In December 2017, we acquired from Rio Grande Neurosciences, Inc. (RGN) a patent portfolio for $4,500,000. The earliest patents expire in 2024. The following is a summary of patents less accumulated amortization at September 30, 2020 and December 31, 2019:

	September 30, 2020		December 31, 2019
Patents	$	4,500,000	$	4,500,000
Less accumulated amortization		1,779,004		1,293,820
	$	2,720,996	$	3,206,180

Schedule of Estimated Future Amortization Expense

Amortization expense associated with patents was $485,184 and $485,183 for the nine months ended September 30, 2020 and 2019, respectively. The estimated future amortization expense related to patents as of September 30, 2020 is as follows:

Twelve Months Ending September 30,	Amount
2021	$	646,910
2022		646,910
2023		646,910
2024		646,910
2025		133,356
Total	$	2,720,996

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Notes Payable (Tables)

9 Months Ended

Sep. 30, 2020

Debt Disclosure [Abstract]

Schedule of Notes Payable

As of September 30, 2020, fixed rate notes payable outstanding totaled $1,585,903, of which $724,903 is past maturity.

	September 30, 2020			December 31, 2019
Notes payable at beginning of period	$	6,874,795		$	8,158,198
Notes payable issued		717,918			2,101,000
Notes payable increased principal		25,190
Loan fees added to note payable		82,082			91,250
Repayments of notes payable in cash		(19,000	)		(235,000	)
Less amounts converted to redeemable notes		-			(67,500	)
Less amounts exchanged to fixed rate notes		(283,000	)		-
Less amounts converted to stock		(1,180,631	)		(3,173,153	)
Notes payable at end of period		6,217,354			6,874,795
Less debt discount		(115,981	)		(12,649	)
	$	6,101,373		$	6,862,146
Notes payable issued to related parties	$	146,000		$	165,000
Notes payable issued to non-related party	$	5,955,373		$	6,697,146

Schedule of Maturity Dates of Notes Payable

The maturity dates on the notes-payable are as follows:

	Notes to
12 months ending,	Related parties		Non-related parties		Total
Past due	$	146,000	$	5,045,354	$	5,191,354
September 30, 2021		-		1,026,000		1,026,000
	$	146,000	$	6,071,354	$	6,217,354

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Shareholders' Deficit (Tables)

9 Months Ended

Sep. 30, 2020

Equity [Abstract]

Schedule of Preferred Stock

The Company has authorized 5,000,000 shares of preferred stock which have been designated as follows:

	Number of Shares Authorized		Number of Shares Outstanding at September 30, 2020		Par Value		Liquidation Value
Series AA		1,000,000		25,000	$	0.0010	$	-
Preferred Series B		50,000		600	$	0.0001	$	100
Preferred Series C		8,000		763	$	0.0001	$	1,000
Preferred Series D		20,000		305	$	0.0001	$	1,000
Undesignated		3,922,000		-		-		-

Schedule of Stock Options Outstanding

The balance of all stock options outstanding as of September 30, 2020, is as follows:

				Weighted Average		Weighted Average Remaining		Aggregate
				Exercise Price		Contractual		Intrinsic
	Options			Per Share		Term (years)		Value
Outstanding at January 1, 2020		99,833		$	27.81		2.02		-
Granted		3,000,000		$	0.15		1.90		-
Cancelled		(80,232	)	$	21.86		0.17		-
Exercised		-		$	-		-		-
Outstanding at September 30, 2020		3,019,601		$	0.50		3.23	$	-
Exercisable at September 30, 2020		269,601

Schedule of Warrants Outstanding

A summary of the status of the warrants granted under these agreements at September 30, 2020, and changes during the nine months then ended is presented below:

	Outstanding Warrants
	Shares			Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Term (years)
Outstanding at January 1, 2020		73,486		$	306.28		1.37
Granted		-		$	-		-
Cancelled		(16,572	)	$	406.21		-
Exercised		-		$	-
Outstanding at September 30, 2020		56,914		$	277.20		0.84
Exercisable at September 30, 2020		56,914		$	277.20		0.84

Schedule of Stock Options Valuation of Assumptions

The Company measures the fair value of stock options and warrants issued using the Black Scholes option pricing model using the following assumptions:

	Nine months ended September 30,
	2020		2019
Expected term		1 year		2 years
Exercise price		$0.15		$14.50-$27.90
Expected volatility		231%		199%-242%
Expected dividends		None		None
Risk-free interest rate		0.14%		1.80% to 2.60%
Forfeitures		None		None

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Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2020

Fair Value Disclosures [Abstract]

Schedule of Variable Conversion Rate

The Company measures the conversion feature using the Black Scholes option pricing model using the following assumptions:

	Nine months ended September 30,
	2020		2019
Expected term		1 - 6 months		1 month - 1 year
Exercise price		$0.05-$0.76		$3.90-$12.90
Expected volatility		157%-249%		134%-163%
Expected dividends		None		None
Risk-free interest rate		0.03% to 1.54%		1.72% to 2.87%
Forfeitures		None		None

Schedule of Fair Value of Derivative Liability

The following table presents changes in the liabilities with significant unobservable inputs (level 3) for the nine months ended September 30, 2020:

	Derivative
	Liability
Balance December 31, 2019	$	10,599,690
Issuance of convertible debt		785,057
Extinguishment following note exchange		(177,422	)
Settlements by debt settlement		(1,733,849	)
Change in estimated fair value		(6,016,625	)
Balance September 30, 2020	$	3,456,851

Schedule of Recorded Derivative Liability

The following table presents balances in the liabilities with significant unobservable inputs (Level 3) at September 30, 2020:

	Fair Value Measurements Using
	Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
	(Level 1)		(Level 2)		(Level 3)		Total
As of September 30, 2020
Derivative liability	$	-	$	-	$	3,456,851	$	3,456,851
Total	$	-	$	-	$	3,456,851	$	3,456,851

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Organization and Nature of Business (Details Narrative) - Hanover Portfolio Acquisitions, Inc [Member]	9 Months Ended
	Sep. 30, 2020
Acquisitions description	On January 22, 2014, Hanover Portfolio Acquisitions, Inc. (the "Company") received written consents in lieu of a meeting of stockholders from holders of a majority of the shares of Common Stock representing in excess of 50% of the total issued and outstanding voting power of the Company approving an amendment to the Company's Certificate of Incorporation to change the name of the Company from "Hanover Portfolio Acquisitions, Inc." to "Endonovo Therapeutics, Inc." The name change was affected pursuant to a Certificate of Amendment (the "Certificate of Amendment"), filed with the Secretary of State of Delaware on January 24, 2014.
Common stock, voting rights	Common Stock representing in excess of 50% of the total issued and outstanding voting power

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Summary of Significant Accounting Policies (Details Narrative) - USD ($)		3 Months Ended		9 Months Ended
	Dec. 20, 2019	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019	Dec. 31, 2019
Accounting Policies [Abstract]
Cash		$ 3,000		$ 3,000
Working capital deficiency		15,300,000		15,300,000
Net cash used in operating activities				(548,734)	$ (2,232,626)
Accumulated deficit		(51,308,212)		(51,308,212)		$ (52,934,786)
Proceeds from debt and equity financing				600,000
Reverse stock split	1,000-for-1-reverse stock split
Provision for doubtful accounts		0		0		$ 0
Research and development expenses		$ 0	$ 34,708	$ 3,283	$ 88,022

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Summary of Significant Accounting Policies - Schedule of Earnings (Loss) Per Share (Details) - USD ($)	3 Months Ended							9 Months Ended
	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Sep. 30, 2019	[1]	Jun. 30, 2019	Mar. 31, 2019	Sep. 30, 2020	Sep. 30, 2019
Accounting Policies [Abstract]
Net income (loss) attributable to common shareholders	$ (1,069,041)	$ (1,634,651)	$ 4,338,418	$ (1,406,196)		$ (7,837,546)	$ (2,406,225)	$ 1,634,726	$ (11,649,967)	[1]
Convertible notes								(5,063,936)
Net loss for diluted earnings per share								(3,429,210)	(11,649,967)
Weighted-average number of common shares outstanding during the period	16,137,373			777,249				9,621,530	613,272	[1]
Dilutive effect of convertible notes payable								13,953,850
Common stock and common stock equivalents used for diluted earnings per share	16,137,373			777,249				23,575,380	613,272	[1]

[1] The condensed consolidated financial statements have been retroactively restated to reflect the 1,000-for-1-reverse stock split that occurred on December 20, 2019.

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Revenue Recognition - Schedule of Revenue Source (Details) - USD ($)	3 Months Ended			9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019		Sep. 30, 2020	Sep. 30, 2019
Total sources of revenue	$ 39,980	$ 54,039	[1]	$ 154,296	$ 161,720	[1]
Direct Sales- Medical Care Providers, Gross [Member]
Total sources of revenue	$ 39,980	$ 54,039		$ 154,296	$ 161,720

[1] The condensed consolidated financial statements have been retroactively restated to reflect the 1,000-for-1-reverse stock split that occurred on December 20, 2019.

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Property, Plant and Equipment (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 3,432	$ 2,501

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Property, Plant and Equipment - Summary of Property and Equipment (Details) - USD ($)	Sep. 30, 2020	Dec. 31, 2019
Property, Plant and Equipment, gross	$ 89,794	$ 89,794
Less accumulated depreciation	87,311	83,879
Property, Plant and Equipment, net	2,483	5,915
Autos [Member]
Property, Plant and Equipment, gross	64,458	64,458
Medical Equipment [Member]
Property, Plant and Equipment, gross	13,969	13,969
Other Equipment [Member]
Property, Plant and Equipment, gross	$ 11,367	$ 11,367

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Patents (Details Narrative) - USD ($)	1 Months Ended	9 Months Ended
	Dec. 31, 2017	Sep. 30, 2020	Sep. 30, 2019
Amortization expense		$ 485,184	$ 485,183
Rio Grande Neurosciences, Inc. [Member]
Acquisition of patents	$ 4,500,000
Patents expiration period	2024

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Patents - Schedule of Patents Less Accumulated Amortization (Details) - USD ($)	Sep. 30, 2020	Dec. 31, 2019
Goodwill and Intangible Assets Disclosure [Abstract]
Patents	$ 4,500,000	$ 4,500,000
Less accumulated amortization	1,779,004	1,293,820
Total	$ 2,720,996	$ 3,206,180

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Patents - Schedule of Estimated Future Amortization Expense (Details) - USD ($)	Sep. 30, 2020	Dec. 31, 2019
Goodwill and Intangible Assets Disclosure [Abstract]
2021	$ 646,910
2022	646,910
2023	646,910
2024	646,910
2025	133,356
Total	$ 2,720,996	$ 3,206,180

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Notes Payable (Details Narrative) - USD ($)	3 Months Ended			9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019		Sep. 30, 2020	Sep. 30, 2019		May 20, 2020	Dec. 31, 2019	Dec. 31, 2018
Proceeds from note payable				$ 401,424	$ 1,995,000
Gain from debt extinguishment	$ (47,602)	$ 10,746	[1]	(564,385)	63,036	[1]
Note payable related parties	146,000			146,000				$ 165,000
Forbearance Agreements [Member] | Three Investors [Member]
Debt instrument face amount							$ 4,397,000
Accrued interest							$ 1,080,000
Debt instrument premium percentage							12.50%
Five Promissory Notes [Member]
Promissory notes	$ 800,000			800,000
Proceeds from note payable				$ 401,424
Debt instrument description				Original terms of six to twelve months and interest rates of 8% to 10%. If the notes are not paid at maturity, two of the five notes will bear a 22% default interest rate and the other three will bear a 24% default interest rate.
Five Promissory Notes [Member] | Minimum [Member]
Debt instrument term				6 months
Debt instrument, interest rate	8.00%			8.00%
Five Promissory Notes [Member] | Maximum [Member]
Debt instrument term				12 months
Debt instrument, interest rate	10.00%			10.00%
Two Promissory Notes [Member]
Debt default interest rate	22.00%			22.00%
Other Three Promissory Notes [Member]
Debt default interest rate	24.00%			24.00%
Two Fixed Rate Notes [Member] | Note Holder [Member]
Debt instrument face amount	$ 833,250			$ 833,250
Two Fixed Rate Notes [Member] | Minimum [Member] | Note Holder [Member]
Debt instrument, interest rate	70.00%			70.00%
Two Fixed Rate Notes [Member] | Maximum [Member] | Note Holder [Member]
Debt instrument, interest rate	75.00%			75.00%
Variable Notes [Member]
Unamortized principal and accrued interest	$ 316,494			$ 316,494
Promissory Notes [Member]
Promissory notes		$ 336,000			$ 336,000
Covertible debt current	525,000			525,000
Gain from debt extinguishment				151,496
Convertible Debentures One [Member]
Convertible debentures outstanding amount	4,485,451			4,485,451
Convertible Debentures One [Member] | Past Maturity [Member]
Convertible debentures outstanding amount	4,418,626			4,418,626
Notes Payable [Member]
Promissory notes	6,217,354			6,217,354				$ 6,874,795	$ 8,158,198
Notes Payable [Member] | Related Party [Member]
Note payable related parties	$ 146,000			146,000
Principal payment of debt				$ 19,000
Notes Payable [Member] | Minimum [Member] | Related Party [Member]
Debt instrument, interest rate	10.00%			10.00%
Notes Payable [Member] | Maximum [Member] | Related Party [Member]
Debt instrument, interest rate	12.00%			12.00%
Notes Payable One [Member]
Promissory notes	$ 1,585,903			$ 1,585,903
Notes Payable Two [Member]
Promissory notes	$ 724,903			$ 724,903

[1] The condensed consolidated financial statements have been retroactively restated to reflect the 1,000-for-1-reverse stock split that occurred on December 20, 2019.

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Notes Payable - Schedule of Notes Payable (Details) - USD ($)	3 Months Ended									9 Months Ended	12 Months Ended
	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Sep. 30, 2019	[1]	Jun. 30, 2019	[1]	Mar. 31, 2019		Sep. 30, 2020	Dec. 31, 2019
Less amounts converted to stock	$ (70,410)	$ (475,962)	$ (2,545,714)	$ (1,031,247)		$ (3,134,981)		$ (2,002,182)	[1]
Notes Payable [Member]
Notes payable at beginning of period			$ 6,874,795					$ 8,158,198		$ 6,874,795	$ 8,158,198
Notes payable issued										717,918	2,101,000
Notes payable increased principal										25,190
Loan fees added to note payable										82,082	91,250
Repayments of notes payable in cash										(19,000)	(235,000)
Less amounts converted to redeemable notes											(67,500)
Less amounts exchanged to fixed rate notes										(283,000)
Less amounts converted to stock										(1,180,631)	(3,173,153)
Notes payable at end of period	6,217,354									6,217,354	6,874,795
Less debt discount	(115,981)									(115,981)	(12,649)
Note payable, net	6,101,373									6,101,373	6,862,146
Notes payable issued to related parties	146,000									146,000	165,000
Notes payable issued to non-related party	$ 5,955,373									$ 5,955,373	$ 6,697,146

[1] The condensed consolidated financial statements have been retroactively restated to reflect the 1,000-for-1-reverse stock split that occurred on December 20, 2019.

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Notes Payable - Schedule of Maturity Dates of Notes Payable (Details)	Sep. 30, 2020 USD ($)
Past due	$ 5,191,354
September 30, 2021	1,026,000
Total	6,217,354
Related Parties [Member]
Past due	146,000
September 30, 2021
Total	146,000
Non-Related Parties [Member]
Past due	5,045,354
September 30, 2021	1,026,000
Total	$ 6,071,354

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Shareholders' Deficit (Details Narrative) - USD ($)							3 Months Ended									9 Months Ended
	Jun. 11, 2020	May 18, 2020	Jan. 29, 2020	Dec. 22, 2017	Feb. 07, 2017	Feb. 22, 2013	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Sep. 30, 2019		Jun. 30, 2019	[1]	Mar. 31, 2019	[1]	Sep. 30, 2020	Sep. 30, 2019		Dec. 31, 2019	Nov. 11, 2019	Dec. 31, 2018
Number of shares authorized							1,000,000									1,000,000			1,000,000
Preferred stock, par value							$ 0.001									$ 0.001			$ 0.001
Preferred stock, outstanding							25,000									25,000			25,000
Loss on debt extinguishment							$ (47,602)			$ 10,746	[1]					$ (564,385)	$ 63,036	[1]
Common stock, shares authorized							2,500,000,000									2,500,000,000			2,500,000,000
Issuance of common stock, value							$ 100,000			10,000	[1]	$ 33,547		$ 27,559
Common stock price per share							$ 0.0001									$ 0.0001			$ 0.0001
Shares issued for conversion of notes payable and accrued interest							$ 70,410	$ 475,962	$ 2,545,714	1,031,247	[1]	3,134,981		2,002,182
Stock issued value conversion of series C								126
Stock issued value conversion of series C induced to convert
Common stock issued for services							36,000	3,500		29,954	[1]	37,813		92,084
Common stock issued with exchange of convertible notes								$ 58,855
Gain from debt extinguishment							(47,602)			10,746	[1]					$ (564,385)	63,036	[1]
Stock option to officers																3,000,000
Board of Director [Member]
Stock option to officers	74,668,000
Variable Notes [Member]
Loss on debt extinguishment																$ 151,496
Convertible debt principle							283,000									283,000
Covertible debt current							525,000									525,000
Gain from debt extinguishment																151,496
Promissory Notes [Member]
Loss on debt extinguishment																151,496
Covertible debt current							$ 525,000									525,000
Gain from debt extinguishment																151,496
Promissory notes										336,000							336,000
Equity Line Purchase Agreement [Member] | Cavalry Fund I LP [Member]
Purchase obligation		$ 10,000,000
Commitment shares to be issued pro-rata		$ 3,000,000
Commitment share description		The ELPA provides that at any time after the effective date of the registration statement and provided the closing sale price of the common shares on the OTCQB is not below $0.01, from time to time on any business day selected by the Company (the "Purchase Date"), the Company shall have the right, but not the obligation, to direct the investor to buy up to 300,000 shares of the common stock (the "regular purchase amount") at a purchase price equal to the lower of: (i) the lowest applicable sales price on the date of the put and (ii) 85% of the arithmetic average of the 3 lowest closing prices for the common stock during the 10 consecutive trading days ending on the trading day immediately preceding such put date. The regular purchase amount may be increased as follows: to up to 400,000 shares of common stock if the closing price of the common shares is not below $0.25 per share and up to 500,000 shares if the closing price is not below $0.40 per share.
Proceeds of puts to the payment		50.00%
Equity Line Purchase Agreement [Member] | Cavalry Fund I LP [Member] | Minimum [Member]
Common stock price per share		$ 0.01
Equity Line Purchase Agreement [Member] | Cavalry Fund I LP [Member] | Tranche One [Member] | Maximum [Member]
Issuance of common stock, value		$ 300,000
Equity Line Purchase Agreement [Member] | Cavalry Fund I LP [Member] | Tranche Two [Member] | Maximum [Member]
Issuance of common stock, value		$ 400,000
Common stock price per share		$ 0.25
Equity Line Purchase Agreement [Member] | Cavalry Fund I LP [Member] | Tranche Three [Member] | Maximum [Member]
Issuance of common stock, value		$ 500,000
Common stock price per share		$ 0.40
Securities Purchase Agreement [Member]
Issuance of common stock, value																	$ 100,000
Issuance of common stock																	1,234,568
Promissory Note With Investor [Member]
Loss on debt extinguishment																55,000
Issuance of common stock, value																$ 55,000
Issuance of common stock																500,000
Gain from debt extinguishment																$ 55,000
Series AA Preferred Stock [Member]
Number of shares authorized						1,000,000
Preferred stock, par value						$ 0.001
Preferred stock voting rights						Each holder of outstanding shares of Series AA Super Voting Preferred Stock shall be entitled to one hundred thousand (100,000) votes for each share of Series AA Super Voting Preferred Stock held on the record date for the determination of stockholders entitled to vote at each meeting of stockholders of the Company.
Preferred stock, outstanding							25,000									25,000
Series B Convertible Preferred Stock [Member]
Number of shares authorized					50,000
Preferred stock, outstanding							600									600
Stated value dividend					75.00%
Warrants term					3 years
Share exercise price					1.50
Liquidation value of preferred stock, per share					$ 100
Series C Convertible Redeemable Preferred Stock [Member]
Number of shares authorized				8,000
Liquidation value of preferred stock, per share							$ 1,000									$ 1,000
Preferred stock, dividend per share				$ 20.00
Shares issued, price per share				$ 1,000
Change in rights due to amendmend and restated certificate, description			The Company filed the amended and restated certificate of designation fort its Series C Secured Redeemable Preferred Stock. The amendment changed the rights of the Series C by (a) removing the requirement to redeem the Series C, (b) removing the obligation to pay dividends on the Series C, (c) Allowing the holders of shares of Series C to convert the stated value of their shares into common stock of the Company at 75% of the closing price of such common stock on the day prior to the conversion. The C Preferred does not have any rights to vote with the common stock.
Loss on debt extinguishment																$ 604,000
Conversion of stock, shares converted																1,051
Convertible preferred stock, shares outstanding							763									763
Gain from debt extinguishment																$ 604,000
Common Stock [Member]
Conversion of stock, shares converted																2,754,822
Obligated for resale amount																					$ 10,000,000
Common stock, shares authorized																					81,250
Average daily volume percentage																					200.00%
Issuance of common stock, value																$ 97,918	$ 26,545
Issuance of common stock																771,926	1,091
Shares issued for conversion of notes payable and accrued interest, shares																8,501,004	385,636
Shares issued for conversion of notes payable and accrued interest																$ 1,381,650	$ 3,018,066
Stock issued value conversion of series C																$ 2,754,822
Stock issued value conversion of series C, shares																1,400,934
Stock issued value conversion of series C induced to convert																$ 58,428
Stock issued value conversion of series C induced to convert, shares																8,152
Common stock issued for services																$ 385,000	$ 10,340
Common stock issued for services, shares																39,500	159,850
Common stock issued with exchange of convertible notes																$ 409,000	$ 443
Common stock issued with exchange of convertible notes, shares																58,855	8,333
Common Stock [Member] | Investment Agreement [Member]
Issuance of common stock, value																	$ 61,106
Issuance of common stock																	4,400
Series D Convertible Preferred Stock [Member]
Number of shares authorized																				20,000
Liquidation value of preferred stock, per share							$ 1,000									$ 1,000
Convertible preferred stock, shares outstanding							305									305			255
Convertible preferred stock, shares issued							305									305			255
Shares issued for Preferred Series D, shares																50
Conversion price percentage																				0.01%
Preferred Stock Designated [Member]
Number of shares authorized							5,000,000									5,000,000
Common Stock [Member]
Shares issued for Preferred Series D, shares
Obligated for resale amount							$ 10,000,000									$ 10,000,000
Common stock, shares authorized							81,250									81,250
Multiplied average price description																(i) 200% of the average daily volume (U.S. market only) of the common stock for the three (3) trading days prior to the date of delivery of the applicable put notice, multiplied by the average of the closing prices for such trading days or (ii) $100,000. The purchase price shall be set at ninety-four percent (94%) of the lowest daily VWAP ("Volume Weighted Average Price") of our common stock during the pricing period.
Beneficial ownership percentage							4.99%									4.99%
Issuance of common stock, value							$ 123				[1]
Issuance of common stock							1,234,568			1,000	[1]	2,400		2,000
Shares issued for conversion of notes payable and accrued interest, shares							759,669	3,353,044	4,388,291	99,232	[1]	208,360		78,044
Shares issued for conversion of notes payable and accrued interest							$ 76	$ 335	$ 439	$ 10	[1]	$ 21		$ 8
Stock issued value conversion of series C							$ 13	$ 99	$ 164
Stock issued value conversion of series C, shares							133,334	985,322	1,636,166
Stock issued value conversion of series C induced to convert								$ 6
Stock issued value conversion of series C induced to convert, shares								58,428
Common stock issued for services							$ 36	$ 3			[1]
Common stock issued for services, shares							360,000	25,000		3,182	[1]	3,025		4,132
Common stock issued with exchange of convertible notes								$ 41
Common stock issued with exchange of convertible notes, shares								409,000
Common Stock [Member] | Investment Agreement [Member]
Incurred fees							$ 20,000									$ 20,000
Common Stock [Member] | Securities Purchase Agreement [Member]
Issuance of common stock, value																	$ 10,000
Issuance of common stock																	1,000
Commitment Shares [Member] | Equity Line Purchase Agreement [Member] | Cavalry Fund I LP [Member] | Tranche One [Member]
Issuance of common stock, value		$ 500,000
Commitment Shares [Member] | Equity Line Purchase Agreement [Member] | Cavalry Fund I LP [Member] | Tranche Two [Member]
Issuance of common stock, value		3,859,630
Commitment Shares [Member] | Equity Line Purchase Agreement [Member] | Cavalry Fund I LP [Member] | Tranche Three [Member]
Issuance of common stock, value		$ 385,963
Stock Options [Member]
Issuance of common stock, value																$ 165,000
Issuance of common stock																1,500,000
Stock issued for reverse stock splits																34,690
Unrecognized share-based compensation for outstanding grant							$ 225,400									$ 225,400
Stock options exercise price per share							$ 0.08									$ 0.08

[1] The condensed consolidated financial statements have been retroactively restated to reflect the 1,000-for-1-reverse stock split that occurred on December 20, 2019.

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Shareholders' Deficit - Schedule of Preferred Stock (Details) - USD ($)	Sep. 30, 2020	Dec. 31, 2019
Number of Shares Authorized	1,000,000	1,000,000
Number of Shares Outstanding	25,000	25,000
Par Value	$ 0.001	$ 0.001
Series AA [Member]
Number of Shares Authorized	1,000,000
Number of Shares Outstanding	25,000
Par Value	$ 0.0010
Liquidation Value
Preferred Series B [Member]
Number of Shares Authorized	50,000
Number of Shares Outstanding	600
Par Value	$ 0.0001
Liquidation Value	$ 100
Preferred Series C [Member]
Number of Shares Authorized	8,000
Number of Shares Outstanding	763
Par Value	$ 0.0001
Liquidation Value	$ 1,000
Preferred Series D [Member]
Number of Shares Authorized	20,000
Number of Shares Outstanding	305
Par Value	$ 0.0001
Liquidation Value	$ 1,000
Undesignated [Member]
Number of Shares Authorized	3,922,000
Number of Shares Outstanding
Par Value
Liquidation Value

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Shareholders' Deficit - Schedule of Stock Options Outstanding (Details)	9 Months Ended
	Sep. 30, 2020 USD ($) $ / shares shares
Equity [Abstract]
Stock Option Outstanding, Beginning Balance	99,833
Stock Option Outstanding, Granted	3,000,000
Stock Option Outstanding, Cancelled	(80,232)
Stock Option Outstanding, Exercised
Stock Option Outstanding, Ending Balance	3,019,601
Stock Option Outstanding, Exercisable Ending Balance	269,601
Weighted Average Exercise Price, Beginning Balance | $ / shares	$ 27.81
Weighted Average Exercise Price, Granted | $ / shares	0.15
Weighted Average Exercise Price, Cancelled | $ / shares	21.86
Weighted Average Exercise Price, Exercised | $ / shares
Weighted Average Exercise Price, Ending Balance | $ / shares	$ 0.50
Weighted Average Remaining Contractual Term (years), Outstanding Beginning	2 years 7 days
Weighted Average Remaining Contractual Term (years), Granted	1 year 10 months 25 days
Weighted Average Remaining Contractual Term (years), Cancelled	2 months 1 day
Weighted Average Remaining Contractual Term (years), Outstanding Ending	3 years 2 months 23 days
Aggregated Intrinsic Value, Outstanding Ending | $

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Shareholders' Deficit - Schedule of Warrants Outstanding (Details) - Warrant [Member]	9 Months Ended
	Sep. 30, 2020 $ / shares shares
Shares Outstanding, Beginning Balance | shares	73,486
Shares, Granted | shares
Shares, Cancelled | shares	(16,572)
Shares, Exercised | shares
Shares Outstanding, Ending Balance | shares	56,914
Shares Exercisable, Ending Balance | shares	56,914
Weighted-Average Exercise Price, Outstanding Beginning Balance | $ / shares	$ 306.28
Weighted-Average Exercise Price, Granted | $ / shares
Weighted average Exercise price, Cancelled | $ / shares	406.21
Weighted-Average Exercise Price, Exercised | $ / shares
Weighted-Average Exercise Price, Outstanding Ending Balance | $ / shares	277.20
Weighted-Average Exercise Price, Exercisable Ending Balance | $ / shares	$ 277.20
Weighted Average Remaining Contractual Term (years), Outstanding Beginning	1 year 4 months 13 days
Weighted Average Remaining Contractual Term (years), Outstanding Ending	10 months 3 days
Weighted Average Remaining Contractual Term (years), Exercisable Ending	10 months 3 days

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Shareholders' Deficit - Schedule of Stock Options Valuation of Assumptions (Details) - Stock Option and Warrant [Member] - $ / shares	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019
Expected term	1 year	2 years
Exercise price	$ 0.15
Expected volatility	231.00%
Expected dividends	0.00%	0.00%
Risk-free interest rate	0.14%
Forfeitures	0.00%	0.00%
Minimum [Member]
Exercise price		$ 14.50
Expected volatility		199.00%
Risk-free interest rate		1.80%
Maximum [Member]
Exercise price		$ 27.90
Expected volatility		242.00%
Risk-free interest rate		2.60%

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Related Party Transactions (Details Narrative) - USD ($)		9 Months Ended
	Sep. 29, 2019	Sep. 30, 2020	Sep. 30, 2019	Dec. 31, 2019
Notes payable - related parties		$ 146,000		$ 165,000
Repayment of related party debt		19,000	$ 75,000
Note Payable Agreements [Member]
Accounts payable		14,500		0
One Former Executive [Member] | Note Payable Agreements [Member]
Notes payable - related parties		$ 146,000
Debt instrument maturity date	Dec. 31, 2019	Jun. 30, 2019
Repayment of related party debt		$ 19,000
One Former Executive [Member] | Note Payable Agreements [Member] | Minimum [Member]
Debt instrument, interest rate		10.00%
One Former Executive [Member] | Note Payable Agreements [Member] | Maximum [Member]
Debt instrument, interest rate		12.00%
Executives [Member] | Note Payable Agreements [Member]
Deferred compensation		$ 1,164,575		914,853
Former Executive Officers [Member] | Note Payable Agreements [Member]
Deferred compensation		$ 632,257		$ 632,257

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Fair Value Measurements - Schedule of Variable Conversion Rate (Details)	9 Months Ended
	Sep. 30, 2020 $ / shares	Sep. 30, 2019 $ / shares
Measurement Input, Expected Term [Member] | Minimum [Member]
Fair value assumptions, measurement input, term	1 month	1 month
Measurement Input, Expected Term [Member] | Maximum [Member]
Fair value assumptions, measurement input, term	6 months	1 year
Measurement Input, Exercise Price [Member] | Minimum [Member]
Fair value assumptions, measurement input, exercise price	$ 0.05	$ 3.90
Measurement Input, Exercise Price [Member] | Maximum [Member]
Fair value assumptions, measurement input, exercise price	$ 0.76	$ 12.90
Measurement Input, Expected Volatility [Member] | Minimum [Member]
Fair value assumptions, measurement input, percentage	157	134
Measurement Input, Expected Volatility [Member] | Maximum [Member]
Fair value assumptions, measurement input, percentage	249	163
Measurement Input, Expected Dividend Rate [Member]
Fair value assumptions, measurement input, percentage	0.00	0.00
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member]
Fair value assumptions, measurement input, percentage	0.03	1.72
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member]
Fair value assumptions, measurement input, percentage	1.54	2.87
Forfeitures [Member]
Fair value assumptions, measurement input, percentage	0.00	0.00

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Fair Value Measurements - Schedule of Fair Value of Derivative Liability (Details) - Significant Unobservable Inputs (Level 3) [Member]	9 Months Ended
	Sep. 30, 2020 USD ($)
Derivative Liability, beginning	$ 10,599,690
Issuance of convertible debt	785,057
Extinguishment following note exchange	(177,422)
Settlements by debt settlement	(1,733,849)
Change in estimated fair value	(6,016,625)
Derivative Liability, ending	$ 3,456,851

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Fair Value Measurements - Schedule of Recorded Derivative Liability (Details)	Sep. 30, 2020 USD ($)
Derivative liability	$ 3,456,851
Total	3,456,851
Fair Value, Inputs, Level 1 [Member]
Derivative liability
Total
Fair Value, Inputs, Level 2 [Member]
Derivative liability
Total
Fair Value, Inputs, Level 3 [Member]
Derivative liability	3,456,851
Total	$ 3,456,851

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Commitments and Contingencies (Details Narrative)	May 17, 2020 USD ($)
Auctus Fund, LLC [Member] | Note [Member]
Debt principal amount	$ 275,250

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Concentrations (Details Narrative)	9 Months Ended
	Sep. 30, 2020
Sales Revenue, Net [Member] | Customer One [Member]
Concentration risk, percentage	36.00%
Sales Revenue, Net [Member] | Customer Two [Member]
Concentration risk, percentage	20.00%
Sales Revenue, Net [Member] | Supplier [Member]
Concentration risk, percentage	100.00%
Accounts Receivable [Member] | Two Customer [Member]
Concentration risk, percentage	100.00%

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Subsequent Events (Details Narrative) - USD ($)		2 Months Ended	3 Months Ended
	Nov. 12, 2020	Nov. 19, 2020	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Sep. 30, 2019	[1]	Jun. 30, 2019	[1]	Mar. 31, 2019	[1]	Dec. 31, 2019
Number of stock issued, value			$ 100,000			$ 10,000		$ 33,547		$ 27,559
Common stock, shares outstanding			17,303,952									1,189,204
Preferred stock, outstanding			25,000									25,000
Common Stock [Member]
Stock issued for conversion of debt, shares			759,669	3,353,044	4,388,291	99,232		208,360		78,044
Number of stock issued, shares			1,234,568			1,000		2,400		2,000
Number of stock issued, value			$ 123
Subsequent Event [Member]
Common stock, shares outstanding		18,975,435
Subsequent Event [Member] | Common Stock [Member] | One Investor [Member]
Number of stock issued, shares		21,398
Number of stock issued, value		$ 1,500
Subsequent Event [Member] | Common Stock [Member] | One Investor [Member]
Share price, per share		$ 0.0701
Subsequent Event [Member] | Preferred B Stock [Member]
Preferred stock, outstanding		600
Subsequent Event [Member] | Preferred C Stock [Member]
Preferred stock, outstanding		763
Subsequent Event [Member] | Preferred D Stock [Member]
Preferred stock, outstanding		305
Subsequent Event [Member] | One Consultant [Member] | Consulting Agreements [Member]
Number of shares restricted stock issued		800,000
Subsequent Event [Member] | Variable Notes [Member] | Restricted Common Stock [Member]
Stock issued for conversion of debt, shares		495,085
Subsequent Event [Member] | Variable Notes [Member]
Debt principal amount		$ 15,000
Accrued interest		$ 4,308
Subsequent Event [Member] | Promissory Note [Member]
Debt principal amount	$ 585,000
Funding amount	$ 106,692
Debt maturity term	1 year
Subsequent Event [Member] | Promissory Note [Member] | One Investor [Member]
Debt principal amount	$ 440,000
Subsequent Event [Member] | Promissory Note [Member] | Restricted Common Stock [Member]
Number of shares restricted stock issued	355,000

[1] The condensed consolidated financial statements have been retroactively restated to reflect the 1,000-for-1-reverse stock split that occurred on December 20, 2019.