Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Mar. 29, 2019 | Jun. 30, 2018 | |
Document And Entity Information | |||
Entity Registrant Name | CANNAPOWDER, INC. | ||
Entity Central Index Key | 0001086082 | ||
Document Type | 10-K/A | ||
Document Period End Date | Dec. 31, 2018 | ||
Amendment Flag | true | ||
Amendment Description | CannaPowder, Inc., a Nevada corporation (the "Company"), is filing this Amendment No. 1 on Form 10-K/A (the "10-K/A") to amend the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (the "10-K"), originally filed with the Securities and Exchange Commission (the "SEC") on April 1, 2019, solely to clarify and correct certain disclosures related to the Company's control persons. Except as described above, no other amendments are being made to the 10-K. This 10-K/A does not reflect events occurring after the filing of the 10-K or modify or update the disclosure contained therein in any way other than as required to reflect the amendments discussed above. The Company has attached to this 10-K/A updated certifications executed as of the date of this 10-K/A by the Principal Executive Officer and Principal Financial Officer as required by Sections 302 and 906 of the Sarbanes Oxley Act of 2002. These updated certifications are attached as Exhibits 31.1, 31.2, 32.1 and 32.2 to this 10-K/A. | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filer | No | ||
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 | true | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 530,644 | ||
Entity Common Stock, Shares Outstanding | 10,964,302 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2018 |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 606,245 | $ 326,730 |
Marketable Securities | 108,164 | |
Prepaid expenses | 12,847 | 4,196 |
Total current assets | 727,256 | 330,926 |
Total assets | 727,256 | 330,926 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 25,159 | 800 |
Total current liabilities | 25,159 | 800 |
Notes payable | 2,687 | |
Total long term liabilities | 2,687 | |
Total liabilities | 25,159 | 3,487 |
Stockholders' equity (deficit) | ||
Common stock, par value $0.00001 per share, 495,000,000 common shares authorized, 5,000,000 preferred shares authorized; 10,518,226 and 8,591,577 common stock issued and outstanding at December 31, 2018 and December 31, 2017 respectively. | 105 | 86 |
Additional paid in capital | 4,472,095 | 447,164 |
Accumulated other comprehensive income (loss) | (173,832) | 3,353 |
Stock Payable | 15,000 | |
Non-controlling interest | (37,893) | |
Accumulated deficit | (3,573,378) | (123,164) |
Total stockholders' equity | 702,097 | 327,439 |
Total liabilities and stockholders' equity | $ 727,256 | $ 330,926 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 495,000,000 | 495,000,000 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Common stock, shares issued | 10,518,226 | 8,591,577 |
Common stock, shares outstanding | 10,518,226 | 8,591,577 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Statement [Abstract] | ||
Revenues | ||
Expenses: | ||
General and administrative | (3,308,763) | (75,177) |
Research and development expense | (179,346) | (10,007) |
Total operating expenses | (3,488,107) | (85,184) |
(Loss) from operations | (3,488,107) | (85,184) |
Other income (expense): | ||
Gain (loss) from debt settlement | 50 | |
Interest expense | (836) | |
Other income (expense) | (786) | |
Provision for income taxes | ||
Net loss | (3,488,107) | (85,970) |
Less: loss attributable to Noncontrolling Interest | 37,893 | |
Net loss attributable to Canna Powder, Inc. | $ (3,450,214) | $ (85,970) |
Basic and diluted - net loss per common share | $ (0.36) | $ (0.04) |
Weighted average shares outstanding - basic and diluted | 9,667,166 | 8,591,577 |
Statements of Comprehensive Los
Statements of Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Statements Of Comprehensive Loss | ||
Net loss | $ (3,488,107) | $ (85,970) |
Change in unrealized foreign currency translation gain (loss) | (10,818) | 3,353 |
Unrealized loss on marketable securities | (166,367) | |
Total comprehensive loss | (3,665,292) | (82,617) |
Less: comprehensive loss attributable to non-controlling interest | 37,893 | |
Comprehensive loss attributable to Canna Powder, Inc. | $ (3,627,399) | $ (82,617) |
Statements of Changes in Stockh
Statements of Changes in Stockholders' Equity - USD ($) | Common Stock [Member] | Additional Paid-In Capital [Member] | Stock Payable [Member] | Non-controlling Interest [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2016 | $ 6 | $ 34,244 | $ (37,194) | $ (2,944) | |||
Balance, shares at Dec. 31, 2016 | 624,910 | ||||||
Shares Issued for Cash | $ 80 | 412,920 | (2,644) | 413,000 | |||
Shares Issued for Cash, shares | 7,966,667 | ||||||
Translation adjustments | 3,353 | 3,353 | |||||
Unrealized loss on marketable securities | |||||||
Net loss | (85,970) | (85,970) | |||||
Balance at Dec. 31, 2017 | $ 86 | 447,164 | 3,353 | (123,164) | 327,439 | ||
Balance, shares at Dec. 31, 2017 | 8,591,577 | ||||||
Shares Issued for Cash | $ 19 | 1,230,865 | 15,000 | 1,245,884 | |||
Shares Issued for Cash, shares | 1,876,649 | ||||||
Shares Issued for services to Related Parties | 26,000 | 26,000 | |||||
Shares Issued for services to Related Parties, shares | 50,000 | ||||||
Warrants Issued for services | 2,768,066 | 2,768,066 | |||||
Translation adjustments | (10,818) | (10,818) | |||||
Unrealized loss on marketable securities | (166,367) | (166,367) | |||||
Net loss | (37,893) | (3,450,214) | (3,488,107) | ||||
Balance at Dec. 31, 2018 | $ 105 | $ 4,472,095 | $ 15,000 | $ (37,893) | $ (173,832) | $ (3,573,378) | $ 702,097 |
Balance, shares at Dec. 31, 2018 | 10,518,226 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Operating Activities: | ||
Net loss | $ (3,450,214) | $ (85,970) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Non -controlling interest in loss of consolidated subsidiary | (37,893) | |
Non-cash compensation | 2,794,066 | |
Gain on settlement | (50) | |
Changes in operating assets and liabilities: | ||
Increase (decrease) in accounts payable and accrued expenses | 24,539 | (1,344) |
Decrease (increase) in prepaid expenses | (8,651) | (4,196) |
Net cash used in operating activities | (678,333) | (91,560) |
Investing Activities: | ||
Cash paid for investment in marketable securities | (274,528) | |
Net Cash provided by (used in) investing activities | (274,528) | |
Financing Activities: | ||
Shares issued for cash | 1,245,884 | 413,000 |
Borrowings on debt | 19,190 | |
Principal payments on debt | (2,687) | (17,253) |
Net cash provided by financing activities | 1,243,197 | 414,937 |
Foreign currency adjustment | (10,818) | 3,353 |
Net increase (decrease) in cash | 279,515 | 326,730 |
Cash and cash equivalents - beginning of period | 326,730 | |
Cash and cash equivalents - end of period | 606,245 | 326,730 |
Non Cash activities: | ||
Unrealized loss on marketable securities | $ 166,367 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note (1) Summary of Significant Accounting Policies Basis of Presentation and Organization The Company was incorporated in 1999 in the state of Utah under the name Datigen.com, Inc. On August 25, 2005, the Company changed its state of incorporation from Utah to Nevada by the merger of the Company with and into its wholly-owned subsidiary, CANNA POWDER, INC., a Nevada corporation. As a result of such merger, the Company’s name was changed to CANNA POWDER, INC. in order to better reflect the Company’s business operations. During December 2017 a new subsidiary was registered with all shares held by the Company. The new subsidiary was register in Israel under the name of Canna Powder Ltd. (“CannaPowder”) is headed by Rafi Ezra a highly experienced pharmacist with extensive knowledge of the cannabis sector and hands on experience of leading early stage pharma companies from early development through to commercial launch. Development of Canna Products is being conducted at the Hebrew University pursuant to the term of the Feasibility Study and Option Agreement under the supervision of the inventor of the technology, Professor Shlomo Magdassi. Products will be supplied to producers of medical cannabis products. The ability to produce a more effective, consistent product in terms of quality and composition will provide an important advantage when targeting the medical market. CannaPowder is raising investment to finance a development program to establish cannabis powder production facilities utilizing the licensed technology. To this date the company has signed one binding memorandum of understating to finance and purchase a line of production equipment (the “Equipment”) to be used for the production of the Canna Products, as defined in the MOU, based on the specifications that will be transferred to UNV by Canna Israel. The program is expected to be completed within three years, with commercial sales starting in 2021. In the commercial stage, CannaPowder will establish and operate several production facilities, each located in individual territories selected according to their size and favorable regulation for medical cannabis. Products will be supplied to producers of medical cannabis products. The ability to produce a more effective, consistent product in terms of quality and composition will provide an important advantage when targeting the medical market. The accompanying financial statements of the Company were prepared from the accounts of the Company under the accrual basis of accounting. The accompanying financials statement of the company were prepared from the account of the company under the accrual basis of accounting. Cash and Cash Equivalents For purposes of reporting within the statement of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents. As of December 31, 2018 and 2017, we had cash and cash equivalents of $606,245 and $326,730, respectively. Reclassifications Certain prior year amounts have been reclassified to conform to the current period presentation. These reclassifications had no impact on net earnings, financial position or cash flows. Discontinued Operations The Company follows the policy of segregating the assets and liabilities of subsidiaries or lines of business on its Balance Sheet from the assets liabilities of continuing subsidiaries or lines of businesses when it is decided to close or dispose of a subsidiary or line of business. The Company also, follows the policy of separately disclosing the assets and liabilities and the net operations of a subsidiary or line of business in its financial statements when it is decided to close or dispose of a subsidiary or line of business. Revenue Recognition The Company recognizes revenue ratably over the term of the contract in accordance with ASC 606. In 2018, we are implementing new internal controls as part of our efforts to adopt the new revenue recognition standard. These internal controls include providing global training to our finance team and holding regular meetings with management and the Audit Committee to review and approve key decisions. Upon adoption, we expect to implement new internal controls related to our accounting policies and procedures. We will require new internal controls to address risks associated with applying the five-step model, specifically related to judgments made in connection to variable consideration and applying the constraint. Additionally, we will establish monitoring controls to identify new sales arrangements and changes in our business environment that could impact our current accounting assessment. During the second half of 2018, we expect to finalize our impact assessment and redesign impacted processes, policies and controls. Loss per Common Share Basic loss per share is computed by dividing the net loss attributable to the common stockholders by the weighted average number of shares of common stock outstanding during the period. Fully diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences. The Company maintains a valuation allowance with respect to deferred tax assets. The Company establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company’s financial position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carryforward period under the Federal tax laws. Changes in circumstances, such as the Company generating taxable income, could cause a change in judgment about the realizability of the related deferred tax asset. Any change in the valuation allowance will be included in income in the year of the change in estimate. Fair Value of Financial Instruments The Company estimates the fair value of financial instruments using the available market information and valuation methods. Considerable judgment is required in estimating fair value. Accordingly, the estimates of fair value may not be indicative of the amounts the Company could realize in a current market exchange. As of December 31, 2018 and 2017, the carrying value of accounts payable and accrued liabilities approximated fair value due to the short-term nature and maturity of these instruments. Deferred Offering Costs The Company defers as other assets the direct incremental costs of raising capital until such time as the offering is completed. At the time of the completion of the offering, the costs are charged against the capital raised. Should the offering be terminated, deferred offering costs are charged to operations during the period in which the offering is terminated. Impairment of Long-Lived Assets The Company evaluates the recoverability of long-lived assets and the related estimated remaining lives when events or circumstances lead management to believe that the carrying value of an asset may not be recoverable. As of December 31, 2018 and 2017, no events or circumstances occurred for which an evaluation of the recoverability of long-lived assets was required. Estimates The financial statements are prepared on the basis of accounting principles generally accepted in the United States. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of December 31, 2018 and 2016, and expenses for the years ended December 31, 2018 and 2016. Actual results could differ from those estimates made by management. Impact of Recently Issued Accounting Standards In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820), Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement. In June 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-07, Compensation-Stock Compensation(Topic 718): Improvements to Nonemployee Share-Based Payment Accounting In March 2018, the FASB issued ASU No. 2018-05, Income Taxes (Topic 740) - Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118 In February 2018, the FASB issued ASU No. 2018-02, Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial Instruments with Down Round Features; II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Non-Controlling Interests with a Scope Exception. Distinguishing Liabilities from Equity, In March, 2017, the FASB issued Update 2017-08—Receivables—Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities.For public business entities, the amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. 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, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. In March 2017, the FASB issued Update 2017-07—Compensation—Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. Effective for public business entities for annual periods beginning after December 15, 2017, including interim periods within those annual periods. For other entities, the amendments in this Update are effective for annual periods beginning after December 15, 2018, and interim periods within annual periods beginning after December 15, 2019. Early adoption is permitted as of the beginning of an annual period for which financial statements (interim or annual) have not been issued or made available for issuance. That is, early adoption should be within the first interim period if an employer issues interim financial statements. Disclosures of the nature of and reason for the change in accounting principle are required in the first interim and annual periods of adoption. In January 2017, the FASB issued ASU No. 2017-4, Intangibles – Goodwill and Other (Topic 350): “Simplifying the Test for Goodwill Impairment. In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. Public business entities should apply the amendments in this Update to annual periods beginning after December 15, 2017, including interim periods within those periods. All other entities should apply the amendments to annual periods beginning after December 15, 2018, and interim periods within annual periods beginning after December 15, 2019. Goodwill and Intangible Assets Goodwill is tested for impairment at a minimum on an annual basis. Goodwill is tested for impairment at the reporting unit level by first performing a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value. If the reporting unit does not pass the qualitative assessment, then the reporting unit’s carrying value is compared to its fair value. The fair values of the reporting units are estimated using market and discounted cash flow approaches. Goodwill is considered impaired if the carrying value of the reporting unit exceeds its fair value. The discounted cash flow approach uses expected future operating results. Failure to achieve these expected results may cause a future impairment of goodwill at the reporting unit. Intangible assets consist of patents and trademarks, purchased customer contracts, purchased customer and merchant relationships, purchased trade names, purchased technology, and non-compete agreements. Intangible assets are amortized over the period of estimated benefit using the straight-line method and estimated useful lives ranging from two to twenty years. No significant residual value is estimated for intangible assets. |
Going Concern
Going Concern | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | Note (2) Going Concern The Company was incorporated in 1999 in the state of Utah under the name Datigen.com, Inc. On August 25, 2005, the Company changed its state of incorporation from Utah to Nevada by the merger of the Company with and into its wholly-owned subsidiary, Canna Powder, Inc., a Nevada corporation. As a result of such merger, the Company’s name was changed to Canna Powder, Inc. in order to better reflect the Company’s business operations. The Company has limited operations. During December 2017, a new subsidiary was registered with all shares held by the Company. The new subsidiary reregistered in Israel under the name of CannaPowder Ltd. (“CannaPowder”) is headed by Rafi Ezra a highly experienced pharmacist with extensive knowledge of the cannabis sector and hands on experience of leading early stage pharma companies from early development through to commercial launch. Development of Canna Products is being conducted at the Hebrew University pursuant to the term of the Feasibility Study and Option Agreement under the supervision of the inventor of the technology, Professor Shlomo Magdassi. Products will be supplied to producers of medical cannabis products. The ability to produce a more effective, consistent product in terms of quality and composition will provide an important advantage when targeting the medical market. To this date the company has signed one binding memorandum of understating with UNV Medicine Ltd. (“UNV”, a public company organized under the laws of Israel). Under the terms of the agreement Canna Powder Ltd paid $274,531 in UNV and in return UNV will finance and purchase a line of production equipment to be used for the production of the Canna Products, based on the specifications that will be transferred to UNV by Canna Israel. In addition, Canna Ltd received 200,000 UNV Shares on which it recorded an unrealized loss in marketable securities of $166,367 as of December 31, 2018. The development program is expected to be completed within three years, with commercial sales starting in 2021. In the commercial stage, CannaPowder will establish and operate several production facilities, each located in individual territories selected according to their size and favorable regulation for medical cannabis. The Company believes that with its new facilities it will be able to produce cannabis powders at a significant cost advantage. Products will be supplied to producers of medical cannabis products. The ability to produce a more effective, consistent product in terms of quality and composition will provide an important advantage when targeting the medical market. The Company has limited operations. The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. The Company has not established any source of revenue to cover its operating costs, and as such, has incurred an operating loss since inception. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern. |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Common Stock | Note (3) Common Stock On October 17, 2017, the Company sold a total of 6,300,000 shares to 13 shareholders at $0.01 per share for a total cash consideration of $63,000. Four of the shareholders are related parties. On October 24, 2017 the company issued 666,667 shares to 1 shareholder at $0.075 per share for cash consideration of $50,000. Between November 15, 2017 and December 7, 2017 the company sold a total of 1,000,000 units for cash consideration of $300,000 at price of $.30 (the “Units”), each unit comprised of one share of common stock and one class A warrant exercisable at $0.50 per share with a term of 24 months. The relative fair value of the stock with embedded warrants was $132,458 for the common stock and $167,542 for the class A warrants. The warrants were valued using the Black-Scholes model with volatility of approximately 163% and discount rates ranging from 1.68% to 1.8%. Between March 20, 2018 and March 29, 2018, the Company sold a total of 206,000 units for cash consideration of $123,600 at price of $.60 (the “Units”), each unit comprised of one share of common stock and one class B warrant exercisable at $1.20 per share with a term of 24 months. The relative fair value of the stock with embedded warrants was $44,454 for the common stock and $79,146 for the class B Warrants. Between April 3, 2018 and May 14, 2018, the Company sold a total of 1,150,500 units for cash consideration of $690,300 at price of $.60 (the “Units”), each unit comprised of one share of common stock and one class B warrant exercisable at $1.20 per share with a term of 24 months. The relative fair value of the stock with embedded warrants was $208,885 for the common stock and $481,415 for the class B Warrants. Between October 18, 2018 and October 22, 2018, the Company sold a total of 345,166 units for cash consideration of $207,004 at price of $.60 (the “Units”), each unit comprised of one share of common stock and one class B warrant exercisable at $1.20 per share with a term of 24 months. The relative fair value of the stock with embedded warrants was $64,431 for the common stock and $142,573 for the class B Warrants. Between November 5, 2018 and November 28, 2018, the Company sold a total of 187,483 units for cash consideration of $224,980 at price of $1.20 (the “Units”), each unit comprised of one share of common stock and one class D warrant exercisable at $2.40 per share with a term of 24 months. Of these shares, 12,500 shares were recorded as subscribed share capital. The relative fair value of the stock with embedded warrants was $70,026 for the common stock and $154,954 for the class B Warrants. During the year ended December 31, 2018 50,000 shares were issued to one officer for services the shares were valued at $26,000. On May 1, 2018 one consultant was issued 41,000 Class B Warrants exercisable for a two-year period to acquire one (1) share of Common Stock at a price of $1.20 per share; The fair value of these warrants is $26,731. The warrants were valued using the Black-Scholes model with volatility of 139% and discount rate of 2.50%. The Class B warrants are fully vested and were accordingly included in expenses as stock based compensation. On December 10, 2018 three consultants were issued 750,000 Class J Warrants exercisable for a three-year period to acquire one (1) share of Common Stock at a price of $0.30 per share; The fair value of these warrants is $1,199,643. The warrants were valued using the Black-Scholes model with volatility of 390% and discount rate of 2.73%. The Class J warrants are fully vested and were accordingly included in expenses as stock based compensation. The exercise of these warrants is subject to a 9.9% conversion limitation. On December 10, 2018 three consultants were issued 450,000 Class I Warrants exercisable for a two-year period to acquire one (1) share of Common Stock at a price of $0.01 per share; The fair value of these warrants is $719,774. The warrants were valued using the Black-Scholes model with volatility of 390% and discount rate of 2.72%. The Class I warrants are fully vested and were accordingly included in expenses as stock based compensation. The exercise of these warrants is subject to a 9.9% conversion limitation. On November 1, 2018 two consultants were issued 200,000 Class E Warrants exercisable for a four-year period to acquire one (1) share of Common Stock at a price of $0.01 per share; The fair value of these warrants are $ 249,998. The warrants were valued using the Black-Scholes model with volatility of 388% and discount rate of 2.94%. The Class E warrants are fully vested and were accordingly included in expenses as stock based compensation. On November 1, 2018 one consultant was issued 100,000 Class F Warrants exercisable for a five-year period to acquire one (1) share of Common Stock at a price of $3.00 per share; The fair value of these warrants is $124,997. The warrants were valued using the Black-Scholes model with volatility of 388% and discount rate of 2.96%. The Class F warrants are fully vested and were accordingly included in expenses as stock based compensation. On November 1, 2018 one consultant was issued 200,000 Class G Warrants exercisable for a five-year period to acquire one (1) share of Common Stock at a price of $5.00 per share; The fair value of these warrants is $249,994. The warrants were valued using the Black-Scholes model with volatility of 388% and discount rate of 2.96%. The Class G warrants are fully vested and were accordingly included in expenses as stock based compensation. On November 1, 2018 one consultant was issued 100,000 Class H Warrants exercisable for a five-year period to acquire one (1) share of Common Stock at a price of $1.00 per share; The fair value of these warrants is $124,999. The warrants were valued using the Black-Scholes model with volatility of 388% and discount rate of 2.96%. The Class H warrants are fully vested and were accordingly included in expenses as stock based compensation. On December 12, 2018 one consultant was issued 50,000 Class C Warrants exercisable for a four-year period to acquire one (1) share of Common Stock at a price of $2.40 per share; The fair value of these warrants is $62,492. The warrants were valued using the Black-Scholes model with volatility of 388% and discount rate of 2.94%. In addition, the consultant was issued 75,000 Class E Warrants exercisable for a five-year period to acquire one (1) share of Common Stock at a price of $0.01 per share. The warrants are vesting equally over eight quarters, thus the fair value of the vested amount recorded as expense as of December 31, 2018 was $9,439 out of $75,000 total value. The warrants were valued using the Black-Scholes model with volatility of 398% and discount rate of 2.49%. On December 31, 2018 and December 31, 2017 there were approximately 226 and 189 holders of record and 10,518,226 and 8,591,577 of the Company’s common stock authorized with $0.00001 par value, respectively. All common shares are entitled to one vote per share in all matters submitted to the shareholders. No preferred shares are issued and outstanding at December 31, 2018 and December 31, 2017. Following is a table of warrant and options still outstanding and exercisable along with exercise price and range of remaining term. Type Quantity Exercise Price Remaining Term Warrants Class A 1,000,000 $ 0.50 12 Months Warrants Class B 1,599,166 $ 1.20 12-18 Months Warrants Class C 50,000 $ 2.4 48 Months Warrants Class D 330,983 $ 2.4 8 Months Warrants Class E 275,000 $ 0.01 48 Months Warrants Class F 100,000 $ 3.00 36 Months Warrants Class G 200,000 $ 5.00 60 Months Warrants Class H 100,000 $ 1.00 60 Months Warrants Class I 450,000 $ 0.01 24 Months Warrants Class J 750,000 $ 0.30 36 Months Total 4,855,149 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | (4) Income Taxes The provision (benefit) for income taxes for the year ended December 31, 2018 and 2017, was as follows (assuming a 35% effective tax rate in 2017 and 21% in 2018): 2018 2017 Current tax provision: Federal- Taxable income $ - $ - Total current tax provision $ - $ - The Company had deferred income tax assets as of December 31, 2018 and 2017 as follows: 2018 2017 Loss carryforwards $ 750,409 $ 43,107 Less- Valuation allowance (750,409 ) (43,107 ) Total net deferred tax assets $ - $ - The Company provided a valuation allowance equal to the deferred income tax assets for the year ended December 31, 2018 and 2017, because it is not presently known whether future taxable income will be sufficient to utilize the loss carryforwards. As of December 31, 2018, and December 31, 2017, the Company had approximately $3,573,378 and $123,164, respectively, in tax loss carryforwards that can be utilized in future periods to reduce taxable income, and expire by the year 2030. The Company did not identify any material uncertain tax positions that will be filed. The Company did not recognize any interest or penalties for unrecognized tax benefits during the year ended December 31, 2018 and 2017. The Company intends to file income tax returns in the United States. All tax years are closed by expiration of the statute of limitations. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note (5) Related Party Transactions On October 17, 2017, Amir Uziel, Attribute Ltd, Lavi Krasney and Kfir Silberman (controlling shareholder of L.I.A. Pure Capital Ltd) purchased 650,000 additional shares each, or 2,600,000 total shares at $0.01 per share for a total cash consideration of $26,000. At that time, the Company sold an additional 3,700,000 shares of common stock to other purchasers. As a result, following these transactions, Amir Uziel, Attribute Ltd, Lavi Krasney and Kfir Silberman (controlling shareholder of L.I.A. Pure Capital Ltd.) were no longer the Company’s control persons. During the year ended December 31, 2018, 50,000 shares were issued to one officer for services the shares were valued at $26,000. On December 10, 2018 the Company entered into separate service agreements with Amir Uziel Economic Consultant Ltd., Capitalink Ltd. and L.I.A. Pure Capital Ltd. under which the following were issued: 750,000 Class J Warrants exercisable for a three-year period to acquire one (1) share of Common Stock at a price of $0.30 per share. The fair value of these warrants is $1,199,643. The warrants were valued using the Black-Scholes model with volatility of 390% and discount rate of 2.73%. The Class J warrants are fully vested and were accordingly included in expenses as stock based compensation. The exercise of these warrants is subject to a 9.9% conversion limitation. 450,000 Class I Warrants exercisable for a two-year period to acquire one (1) share of Common Stock at a price of $0.01 per share the following warrants were issued pursuant to the terms of the service agreements. The fair value of these warrants is $719,774. The warrants were valued using the Black-Scholes model with volatility of 390% and discount rate of 2.72%. The Class I warrants are fully vested and were accordingly included in expenses as stock based compensation. The exercise of these warrants is subject to a 9.9% conversion limitation. Payments in respect to consulting fees for certain shareholders with beneficial holdings of greater that 5% were $180,913 and $7,804 during the years ended December 31, 2018 and 2017. |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note (6) Notes Payable During the year ended December 31, 2017, the Company borrowed $100 and $800, respectively, which the loans bear an interest rate of 8% and has no maturity date. The loans were repaid in the amount of $850 on May 5, 2017 and the Company recorded a gain on debt extinguishment of $50. On May 12, 2016 a shareholder loaned the company the sum of $5,000 to settle a vendor debt. The shareholder has subsequently forgiven the debt resulting from this payment and has confirmed he is owed no principal or interest as of December 31, 2017 and December 31, 2018. As of December 31, 2017, the amount paid by the shareholder to the vendor was forgiven, as the shareholder is a related party the forgiven debt resulted in an increase to additional paid in capital. Between January 8, 2017 and August 25, 2017 three shareholders loaned the company amounts totaling $16,403 in loans bearing 8% interest which have no maturity dates. The loans which accrued interest of $879 were repaid on December 20, 2017. The three debt holders confirmed they were owed no principal or interest as of December 31, 2018. On December 22, 2017, a loan was made in the amount $2,687 by one shareholder the loan bears no interest and has no maturity date. The loan was repaid on on January 8, 2018, and the debt holder confirmed they were owed no principal or interest as of December 31, 2018. |
Prepaid Expenses
Prepaid Expenses | 12 Months Ended |
Dec. 31, 2018 | |
Prepaid Expenses | |
Prepaid Expenses | Note (7) Prepaid expenses Prepaid expenses of $12,847 at December 31, 2018 and $4,196 at December 31, 2017, consist of VAT paid to be refunded from the Israel VAT authority. |
Marketable Securities
Marketable Securities | 12 Months Ended |
Dec. 31, 2018 | |
Investments, Debt and Equity Securities [Abstract] | |
Marketable Securities | Note (8) Marketable Securities Marketable Securities of $108,164 at December 31, 2018 consist of 200,000 shares of UNV Medicine Ltd. (“UNV”, a public company organized under the laws of Israel). Canna Powder Ltd paid $274,531 to UNV for the Marketable Securities for which in return UNV will finance and purchase a line of production equipment to be used for the production of the Canna Products, based on the specifications that will be transferred to UNV by Canna Israel. Canna Ltd recorded an unrealized loss in marketable securities of $166,367 as of December 31, 2018. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note (9) Subsequent Events As defined in FASB ASC 855-10, “Subsequent Events”, subsequent events are events or transactions that occur after the balance sheet date but before financial statements are issued or available to be issued. On January 1, 2019, the Company issued to two officers in consideration for their services: (iii) 300,000 Class I Warrants exercisable for a period of two years at an exercise price of $.01 per Share; and (iv) 300,000 Class J Warrants exercisable for a period of three years at an exercise price of $.30 per Share. 99,576 of these warrants were converted to shares on February 28, 2019. On January 27, 2019, 12,500 shares subscribed for in 2018 and recorded as stock payable were issued to the shareholder. On January 24, 2019, the Company sold a total of 334,000 units for cash consideration of $334,000 at price of $1.00 (the “Units”), each unit comprised of one share of common stock, one class F warrant exercisable at $3.00 per share with a term of 36 months and one class G warrant exercisable at $5.00 per share with a term of 60 months. The Company evaluated all other events and transactions that occurred subsequent to the balance sheet date and prior to the date on which the financial statements contained in this report were issued, and the Company determined that no such events or transactions necessitated disclosure. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Organization | Basis of Presentation and Organization The Company was incorporated in 1999 in the state of Utah under the name Datigen.com, Inc. On August 25, 2005, the Company changed its state of incorporation from Utah to Nevada by the merger of the Company with and into its wholly-owned subsidiary, CANNA POWDER, INC., a Nevada corporation. As a result of such merger, the Company’s name was changed to CANNA POWDER, INC. in order to better reflect the Company’s business operations. During December 2017 a new subsidiary was registered with all shares held by the Company. The new subsidiary was register in Israel under the name of Canna Powder Ltd. (“CannaPowder”) is headed by Rafi Ezra a highly experienced pharmacist with extensive knowledge of the cannabis sector and hands on experience of leading early stage pharma companies from early development through to commercial launch. Development of Canna Products is being conducted at the Hebrew University pursuant to the term of the Feasibility Study and Option Agreement under the supervision of the inventor of the technology, Professor Shlomo Magdassi. Products will be supplied to producers of medical cannabis products. The ability to produce a more effective, consistent product in terms of quality and composition will provide an important advantage when targeting the medical market. CannaPowder is raising investment to finance a development program to establish cannabis powder production facilities utilizing the licensed technology. To this date the company has signed one binding memorandum of understating to finance and purchase a line of production equipment (the “Equipment”) to be used for the production of the Canna Products, as defined in the MOU, based on the specifications that will be transferred to UNV by Canna Israel. The program is expected to be completed within three years, with commercial sales starting in 2021. In the commercial stage, CannaPowder will establish and operate several production facilities, each located in individual territories selected according to their size and favorable regulation for medical cannabis. Products will be supplied to producers of medical cannabis products. The ability to produce a more effective, consistent product in terms of quality and composition will provide an important advantage when targeting the medical market. The accompanying financial statements of the Company were prepared from the accounts of the Company under the accrual basis of accounting. The accompanying financials statement of the company were prepared from the account of the company under the accrual basis of accounting. |
Cash and Cash Equivalents | Cash and Cash Equivalents For purposes of reporting within the statement of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents. As of December 31, 2018 and 2017, we had cash and cash equivalents of $606,245 and $326,730, respectively. |
Reclassifications | Reclassifications Certain prior year amounts have been reclassified to conform to the current period presentation. These reclassifications had no impact on net earnings, financial position or cash flows. |
Discontinued Operations | Discontinued Operations The Company follows the policy of segregating the assets and liabilities of subsidiaries or lines of business on its Balance Sheet from the assets liabilities of continuing subsidiaries or lines of businesses when it is decided to close or dispose of a subsidiary or line of business. The Company also, follows the policy of separately disclosing the assets and liabilities and the net operations of a subsidiary or line of business in its financial statements when it is decided to close or dispose of a subsidiary or line of business. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue ratably over the term of the contract in accordance with ASC 606. In 2018, we are implementing new internal controls as part of our efforts to adopt the new revenue recognition standard. These internal controls include providing global training to our finance team and holding regular meetings with management and the Audit Committee to review and approve key decisions. Upon adoption, we expect to implement new internal controls related to our accounting policies and procedures. We will require new internal controls to address risks associated with applying the five-step model, specifically related to judgments made in connection to variable consideration and applying the constraint. Additionally, we will establish monitoring controls to identify new sales arrangements and changes in our business environment that could impact our current accounting assessment. During the second half of 2018, we expect to finalize our impact assessment and redesign impacted processes, policies and controls. |
Loss Per Common Share | Loss per Common Share Basic loss per share is computed by dividing the net loss attributable to the common stockholders by the weighted average number of shares of common stock outstanding during the period. Fully diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences. The Company maintains a valuation allowance with respect to deferred tax assets. The Company establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company’s financial position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carryforward period under the Federal tax laws. Changes in circumstances, such as the Company generating taxable income, could cause a change in judgment about the realizability of the related deferred tax asset. Any change in the valuation allowance will be included in income in the year of the change in estimate. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company estimates the fair value of financial instruments using the available market information and valuation methods. Considerable judgment is required in estimating fair value. Accordingly, the estimates of fair value may not be indicative of the amounts the Company could realize in a current market exchange. As of December 31, 2018 and 2017, the carrying value of accounts payable and accrued liabilities approximated fair value due to the short-term nature and maturity of these instruments. |
Deferred Offering Costs | Deferred Offering Costs The Company defers as other assets the direct incremental costs of raising capital until such time as the offering is completed. At the time of the completion of the offering, the costs are charged against the capital raised. Should the offering be terminated, deferred offering costs are charged to operations during the period in which the offering is terminated. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company evaluates the recoverability of long-lived assets and the related estimated remaining lives when events or circumstances lead management to believe that the carrying value of an asset may not be recoverable. As of December 31, 2018 and 2017, no events or circumstances occurred for which an evaluation of the recoverability of long-lived assets was required. |
Estimates | Estimates The financial statements are prepared on the basis of accounting principles generally accepted in the United States. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of December 31, 2018 and 2016, and expenses for the years ended December 31, 2018 and 2016. Actual results could differ from those estimates made by management. |
Impact of Recently Issued Accounting Standards | Impact of Recently Issued Accounting Standards In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820), Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement. In June 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-07, Compensation-Stock Compensation(Topic 718): Improvements to Nonemployee Share-Based Payment Accounting In March 2018, the FASB issued ASU No. 2018-05, Income Taxes (Topic 740) - Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118 In February 2018, the FASB issued ASU No. 2018-02, Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial Instruments with Down Round Features; II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Non-Controlling Interests with a Scope Exception. Distinguishing Liabilities from Equity, In March, 2017, the FASB issued Update 2017-08—Receivables—Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities.For public business entities, the amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. 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, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. In March 2017, the FASB issued Update 2017-07—Compensation—Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. Effective for public business entities for annual periods beginning after December 15, 2017, including interim periods within those annual periods. For other entities, the amendments in this Update are effective for annual periods beginning after December 15, 2018, and interim periods within annual periods beginning after December 15, 2019. Early adoption is permitted as of the beginning of an annual period for which financial statements (interim or annual) have not been issued or made available for issuance. That is, early adoption should be within the first interim period if an employer issues interim financial statements. Disclosures of the nature of and reason for the change in accounting principle are required in the first interim and annual periods of adoption. In January 2017, the FASB issued ASU No. 2017-4, Intangibles – Goodwill and Other (Topic 350): “Simplifying the Test for Goodwill Impairment. In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. Public business entities should apply the amendments in this Update to annual periods beginning after December 15, 2017, including interim periods within those periods. All other entities should apply the amendments to annual periods beginning after December 15, 2018, and interim periods within annual periods beginning after December 15, 2019. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill is tested for impairment at a minimum on an annual basis. Goodwill is tested for impairment at the reporting unit level by first performing a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value. If the reporting unit does not pass the qualitative assessment, then the reporting unit’s carrying value is compared to its fair value. The fair values of the reporting units are estimated using market and discounted cash flow approaches. Goodwill is considered impaired if the carrying value of the reporting unit exceeds its fair value. The discounted cash flow approach uses expected future operating results. Failure to achieve these expected results may cause a future impairment of goodwill at the reporting unit. Intangible assets consist of patents and trademarks, purchased customer contracts, purchased customer and merchant relationships, purchased trade names, purchased technology, and non-compete agreements. Intangible assets are amortized over the period of estimated benefit using the straight-line method and estimated useful lives ranging from two to twenty years. No significant residual value is estimated for intangible assets. |
Common Stock (Tables)
Common Stock (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Schedule of Warrant and Options Outstanding and Exercisable | Following is a table of warrant and options still outstanding and exercisable along with exercise price and range of remaining term. Type Quantity Exercise Price Remaining Term Warrants Class A 1,000,000 $ 0.50 12 Months Warrants Class B 1,599,166 $ 1.20 12-18 Months Warrants Class C 50,000 $ 2.4 48 Months Warrants Class D 330,983 $ 2.4 8 Months Warrants Class E 275,000 $ 0.01 48 Months Warrants Class F 100,000 $ 3.00 36 Months Warrants Class G 200,000 $ 5.00 60 Months Warrants Class H 100,000 $ 1.00 60 Months Warrants Class I 450,000 $ 0.01 24 Months Warrants Class J 750,000 $ 0.30 36 Months Total 4,855,149 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Provision (Benefit) for Income Taxes | The provision (benefit) for income taxes for the year ended December 31, 2018 and 2017, was as follows (assuming a 35% effective tax rate in 2017 and 21% in 2018): 2018 2017 Current tax provision: Federal- Taxable income $ - $ - Total current tax provision $ - $ - |
Schedule of Deferred Income Tax Assets | The Company had deferred income tax assets as of December 31, 2018 and 2017 as follows: 2018 2017 Loss carryforwards $ 750,409 $ 43,107 Less- Valuation allowance (750,409 ) (43,107 ) Total net deferred tax assets $ - $ - |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Cash and cash equivalents | $ 606,245 | $ 326,730 | |
Minimum [Member] | |||
Intangible assets estimated useful lives | 2 years | ||
Maximum [Member] | |||
Intangible assets estimated useful lives | 20 years |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Cash paid for investment in marketable securities | $ 274,528 | |
Unrealized loss on investment in marketable securities | (166,367) | |
Canna Powder Ltd [Member] | ||
Cash paid for investment in marketable securities | $ 274,531 | |
Shares received from UNV | 200,000 | |
Unrealized loss on investment in marketable securities | $ 166,367 |
Common Stock (Details Narrative
Common Stock (Details Narrative) | Oct. 22, 2018USD ($)$ / sharesshares | Mar. 29, 2018USD ($)$ / sharesshares | Oct. 24, 2017USD ($)$ / sharesshares | Oct. 17, 2017USD ($)$ / sharesshares | Nov. 28, 2018USD ($)$ / sharesshares | May 14, 2018USD ($)$ / sharesshares | Dec. 07, 2017USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 10, 2018USD ($)$ / sharesshares | Nov. 01, 2018USD ($)$ / sharesshares | May 01, 2018USD ($)$ / sharesshares | Dec. 31, 2017$ / sharesshares |
Number of shares sold | 345,166 | 206,000 | 187,483 | 1,150,500 | 1,000,000 | |||||||
Sale of stock price per share | $ / shares | $ 0.60 | $ 0.60 | $ 1.20 | $ 0.60 | $ 0.30 | |||||||
Total cash consideration | $ | $ 207,004 | $ 123,600 | $ 224,884 | $ 690,300 | $ 300,000 | |||||||
Number of shares called by each warrants | 1 | 1 | 1 | 1 | 1 | |||||||
Fair value of embedded warrants | $ | $ 64,431 | $ 44,454 | $ 70,026 | $ 208,885 | $ 132,458 | |||||||
Subscribed share capital | 12,500 | |||||||||||
Stock issued during period for services, value | $ | $ 26,000 | |||||||||||
Common stock shares authorized | 495,000,000 | 495,000,000 | ||||||||||
Common stock par value | $ / shares | $ 0.00001 | $ 0.00001 | ||||||||||
Common stock voting rights | All common shares are entitled to one vote per share in all matters submitted to the shareholders. | |||||||||||
One Officer [Member] | ||||||||||||
Stock issued during period for services, shares | 50,000 | |||||||||||
Stock issued during period for services, value | $ | $ 26,000 | |||||||||||
Volatility [Member] | ||||||||||||
Warrant measurement input | 1.63 | |||||||||||
Discount Rate [Member] | Minimum [Member] | ||||||||||||
Warrant measurement input | 0.0168 | |||||||||||
Discount Rate [Member] | Maximum [Member] | ||||||||||||
Warrant measurement input | 0.018 | |||||||||||
Class A Warrant [Member] | ||||||||||||
Number of shares called by each warrants | 1 | |||||||||||
Warrants exercise price per share | $ / shares | $ 0.50 | $ 0.50 | ||||||||||
Warrants term | 24 months | |||||||||||
Fair value of embedded warrants | $ | $ 167,542 | |||||||||||
Class B Warrant [Member] | ||||||||||||
Number of shares called by each warrants | 1 | 1 | 1 | |||||||||
Warrants exercise price per share | $ / shares | $ 1.20 | $ 1.20 | $ 1.20 | 1.20 | ||||||||
Warrants term | 24 months | 24 months | 24 months | |||||||||
Fair value of embedded warrants | $ | $ 142,573 | $ 79,146 | $ 154,954 | $ 481,415 | ||||||||
Class B Warrant [Member] | One Consultant [Member] | ||||||||||||
Number of shares called by each warrants | 1 | |||||||||||
Warrants term | 2 years | |||||||||||
Warrants, exercisable | 41,000 | |||||||||||
Share price | $ / shares | $ 1.20 | |||||||||||
Fair value of warrants | $ | $ 26,731 | |||||||||||
Class B Warrant [Member] | Volatility [Member] | One Consultant [Member] | ||||||||||||
Warrant measurement input | 1.39 | |||||||||||
Class B Warrant [Member] | Discount Rate [Member] | One Consultant [Member] | ||||||||||||
Warrant measurement input | 0.0250 | |||||||||||
Class D Warrant [Member] | ||||||||||||
Number of shares called by each warrants | 1 | |||||||||||
Warrants exercise price per share | $ / shares | $ 2.40 | 2.4 | ||||||||||
Warrants term | 24 months | |||||||||||
Class J Warrant [Member] | ||||||||||||
Warrants exercise price per share | $ / shares | 0.30 | |||||||||||
Class J Warrant [Member] | Three Consultant [Member] | ||||||||||||
Number of shares called by each warrants | 1 | |||||||||||
Warrants term | 3 years | |||||||||||
Warrants, exercisable | 750,000 | |||||||||||
Share price | $ / shares | $ 0.30 | |||||||||||
Fair value of warrants | $ | $ 1,199,643 | |||||||||||
Exercise of warrant conversion percentage | 9.90% | |||||||||||
Class J Warrant [Member] | Volatility [Member] | Three Consultant [Member] | ||||||||||||
Warrant measurement input | 3.90 | |||||||||||
Class J Warrant [Member] | Discount Rate [Member] | Three Consultant [Member] | ||||||||||||
Warrant measurement input | 2.73 | |||||||||||
Class I Warrant [Member] | ||||||||||||
Warrants exercise price per share | $ / shares | 0.01 | |||||||||||
Class I Warrant [Member] | Three Consultant [Member] | ||||||||||||
Number of shares called by each warrants | 1 | |||||||||||
Warrants term | 2 years | |||||||||||
Warrants, exercisable | 450,000 | |||||||||||
Share price | $ / shares | $ 0.01 | |||||||||||
Fair value of warrants | $ | $ 719,774 | |||||||||||
Exercise of warrant conversion percentage | 9.90% | |||||||||||
Class I Warrant [Member] | Volatility [Member] | Three Consultant [Member] | ||||||||||||
Warrant measurement input | 3.90 | |||||||||||
Class I Warrant [Member] | Discount Rate [Member] | Three Consultant [Member] | ||||||||||||
Warrant measurement input | 0.0272 | |||||||||||
Class E Warrant [Member] | ||||||||||||
Warrants exercise price per share | $ / shares | $ 0.01 | |||||||||||
Class E Warrant [Member] | Two Consultant [Member] | ||||||||||||
Number of shares called by each warrants | 1 | |||||||||||
Warrants term | 4 years | |||||||||||
Warrants, exercisable | 200,000 | |||||||||||
Share price | $ / shares | $ 0.01 | |||||||||||
Fair value of warrants | $ | $ 249,998 | |||||||||||
Class E Warrant [Member] | Consultant [Member] | ||||||||||||
Number of shares called by each warrants | 1 | |||||||||||
Warrants term | 5 years | |||||||||||
Warrants, exercisable | 75,000 | |||||||||||
Share price | $ / shares | $ 0.01 | |||||||||||
Fair value of warrants, vested | $ | $ 75,000 | |||||||||||
Class E Warrant [Member] | Consultant [Member] | Eight Quarters [Member] | ||||||||||||
Fair value of warrants, vested | $ | $ 9,439 | |||||||||||
Class E Warrant [Member] | Volatility [Member] | Two Consultant [Member] | ||||||||||||
Warrant measurement input | 3.88 | |||||||||||
Class E Warrant [Member] | Volatility [Member] | Consultant [Member] | ||||||||||||
Warrant measurement input | 3.98 | |||||||||||
Class E Warrant [Member] | Discount Rate [Member] | Two Consultant [Member] | ||||||||||||
Warrant measurement input | 0.0294 | |||||||||||
Class E Warrant [Member] | Discount Rate [Member] | Consultant [Member] | ||||||||||||
Warrant measurement input | 0.0249 | |||||||||||
Class F Warrant [Member] | ||||||||||||
Warrants exercise price per share | $ / shares | $ 3 | |||||||||||
Class F Warrant [Member] | One Consultant [Member] | ||||||||||||
Number of shares called by each warrants | 1 | |||||||||||
Warrants term | 5 years | |||||||||||
Warrants, exercisable | 100,000 | |||||||||||
Share price | $ / shares | $ 3 | |||||||||||
Fair value of warrants | $ | $ 124,997 | |||||||||||
Class F Warrant [Member] | Volatility [Member] | One Consultant [Member] | ||||||||||||
Warrant measurement input | 3.88 | |||||||||||
Class F Warrant [Member] | Discount Rate [Member] | One Consultant [Member] | ||||||||||||
Warrant measurement input | 0.0296 | |||||||||||
Class G Warrant [Member] | ||||||||||||
Warrants exercise price per share | $ / shares | 5 | |||||||||||
Class G Warrant [Member] | One Consultant [Member] | ||||||||||||
Number of shares called by each warrants | 1 | |||||||||||
Warrants term | 5 years | |||||||||||
Warrants, exercisable | 200,000 | |||||||||||
Share price | $ / shares | $ 5 | |||||||||||
Fair value of warrants | $ | $ 249,994 | |||||||||||
Class G Warrant [Member] | Volatility [Member] | One Consultant [Member] | ||||||||||||
Warrant measurement input | 3.88 | |||||||||||
Class G Warrant [Member] | Discount Rate [Member] | One Consultant [Member] | ||||||||||||
Warrant measurement input | 0.0296 | |||||||||||
Class H Warrant [Member] | ||||||||||||
Warrants exercise price per share | $ / shares | 1 | |||||||||||
Class H Warrant [Member] | One Consultant [Member] | ||||||||||||
Number of shares called by each warrants | 1 | |||||||||||
Warrants term | 5 years | |||||||||||
Warrants, exercisable | 100,000 | |||||||||||
Share price | $ / shares | $ 1 | |||||||||||
Fair value of warrants | $ | $ 124,999 | |||||||||||
Class H Warrant [Member] | Volatility [Member] | One Consultant [Member] | ||||||||||||
Warrant measurement input | 3.88 | |||||||||||
Class H Warrant [Member] | Discount Rate [Member] | One Consultant [Member] | ||||||||||||
Warrant measurement input | 0.0296 | |||||||||||
Class C Warrant [Member] | ||||||||||||
Warrants exercise price per share | $ / shares | $ 2.4 | |||||||||||
Class C Warrant [Member] | One Consultant [Member] | ||||||||||||
Number of shares called by each warrants | 1 | |||||||||||
Warrants term | 4 years | |||||||||||
Warrants, exercisable | 50,000 | |||||||||||
Share price | $ / shares | $ 2.40 | |||||||||||
Fair value of warrants | $ | $ 62,492 | |||||||||||
Class C Warrant [Member] | Volatility [Member] | One Consultant [Member] | ||||||||||||
Warrant measurement input | 3.88 | |||||||||||
Class C Warrant [Member] | Discount Rate [Member] | One Consultant [Member] | ||||||||||||
Warrant measurement input | 0.0294 | |||||||||||
13 Shareholders [Member] | ||||||||||||
Number of shares sold | 6,300,000 | |||||||||||
Sale of stock price per share | $ / shares | $ 0.01 | |||||||||||
Total cash consideration | $ | $ 63,000 | |||||||||||
1 Shareholder [Member] | ||||||||||||
Number of shares sold | 666,667 | |||||||||||
Sale of stock price per share | $ / shares | $ 0.075 | |||||||||||
Total cash consideration | $ | $ 50,000 | |||||||||||
226 Holders [Member] | ||||||||||||
Common stock shares authorized | 10,518,226 | |||||||||||
Common stock par value | $ / shares | $ 0.00001 | |||||||||||
Preferred stock shares issued | ||||||||||||
Preferred stock shares outstanding | ||||||||||||
189 Holders [Member] | ||||||||||||
Common stock shares authorized | 8,591,577 | |||||||||||
Common stock par value | $ / shares | $ 0.00001 | |||||||||||
Preferred stock shares issued | ||||||||||||
Preferred stock shares outstanding |
Common Stock - Schedule of Warr
Common Stock - Schedule of Warrant and Options Outstanding and Exercisable (Details) - $ / shares | 12 Months Ended | |||||
Dec. 31, 2018 | Nov. 28, 2018 | Oct. 22, 2018 | May 14, 2018 | Mar. 29, 2018 | Dec. 07, 2017 | |
Warrant outstanding | 4,855,149 | |||||
Class A Warrant [Member] | ||||||
Warrant outstanding | 1,000,000 | |||||
Warrant exercise price | $ 0.50 | $ 0.50 | ||||
Remaining Term | 12 months | |||||
Class B Warrant [Member] | ||||||
Warrant outstanding | 1,599,166 | |||||
Warrant exercise price | $ 1.20 | $ 1.20 | $ 1.20 | $ 1.20 | ||
Class B Warrant [Member] | Minimum [Member] | ||||||
Remaining Term | 12 months | |||||
Class B Warrant [Member] | Maximum [Member] | ||||||
Remaining Term | 18 months | |||||
Class C Warrant [Member] | ||||||
Warrant outstanding | 50,000 | |||||
Warrant exercise price | $ 2.4 | |||||
Remaining Term | 48 months | |||||
Class D Warrant [Member] | ||||||
Warrant outstanding | 330,983 | |||||
Warrant exercise price | $ 2.4 | $ 2.40 | ||||
Remaining Term | 8 months | |||||
Class E Warrant [Member] | ||||||
Warrant outstanding | 275,000 | |||||
Warrant exercise price | $ 0.01 | |||||
Remaining Term | 48 months | |||||
Class F Warrant [Member] | ||||||
Warrant outstanding | 100,000 | |||||
Warrant exercise price | $ 3 | |||||
Remaining Term | 36 months | |||||
Class G Warrant [Member] | ||||||
Warrant outstanding | 200,000 | |||||
Warrant exercise price | $ 5 | |||||
Remaining Term | 60 months | |||||
Class H Warrant [Member] | ||||||
Warrant outstanding | 100,000 | |||||
Warrant exercise price | $ 1 | |||||
Remaining Term | 60 months | |||||
Class I Warrant [Member] | ||||||
Warrant outstanding | 450,000 | |||||
Warrant exercise price | $ 0.01 | |||||
Remaining Term | 24 months | |||||
Class J Warrant [Member] | ||||||
Warrant outstanding | 750,000 | |||||
Warrant exercise price | $ 0.30 | |||||
Remaining Term | 36 months |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Effective tax rate | 21.00% | 35.00% |
Operating loss carryforwards | $ 3,573,378 | $ 123,164 |
Operating loss carryforwards expiration year | 2030 | |
Interest or penalties for unrecognized tax benefits |
Income Taxes - Schedule of Prov
Income Taxes - Schedule of Provision (Benefit) for Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Federal - Taxable income | ||
Total current tax provision |
Income Taxes - Schedule of Pr_2
Income Taxes - Schedule of Provision (Benefit) for Income Taxes (Details) (Parenthetical) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Effective tax rate | 21.00% | 35.00% |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Income Tax Assets (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Income Tax Disclosure [Abstract] | ||
Loss carryforwards | $ 750,409 | $ 43,107 |
Less - Valuation allowance | (750,409) | (43,107) |
Total net deferred tax assets |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Dec. 10, 2018 | Oct. 22, 2018 | Mar. 29, 2018 | Oct. 17, 2017 | Nov. 28, 2018 | May 14, 2018 | Dec. 07, 2017 | Dec. 31, 2018 | Dec. 31, 2017 |
Purchase additional shares | 345,166 | 206,000 | 187,483 | 1,150,500 | 1,000,000 | ||||
Sales of stock price per share | $ 0.60 | $ 0.60 | $ 1.20 | $ 0.60 | $ 0.30 | ||||
Cash consideration | $ 207,004 | $ 123,600 | $ 224,884 | $ 690,300 | $ 300,000 | ||||
Stock issued during period for services, value | $ 26,000 | ||||||||
Number of shares called by each warrants | 1 | 1 | 1 | 1 | 1 | ||||
Fair value of warrants | $ 64,431 | $ 44,454 | $ 70,026 | $ 208,885 | $ 132,458 | ||||
Beneficial holdings percentage, description | beneficial holdings of greater that 5% | ||||||||
Consulting fees | $ 180,913 | $ 7,804 | |||||||
Common Stock [Member] | |||||||||
Purchase additional shares | 3,700,000 | ||||||||
Additional shares issued | 1,876,649 | 7,966,667 | |||||||
Stock issued during period for services, shares | 50,000 | ||||||||
Stock issued during period for services, value | |||||||||
One Officer [Member] | |||||||||
Stock issued during period for services, shares | 50,000 | ||||||||
Stock issued during period for services, value | $ 26,000 | ||||||||
Three Principal Shareholders [Member] | Separate Service Agreements [Member] | Class J Warrant [Member] | |||||||||
Warrants, exercisable | 750,000 | ||||||||
Warrants term | 3 years | ||||||||
Number of shares called by each warrants | 1 | ||||||||
Share price | $ 0.30 | ||||||||
Fair value of warrants | $ 1,199,643 | ||||||||
Warrant, volatility | 390.00% | ||||||||
Warrant, discount | 2.73% | ||||||||
Exercise of warrant conversion percentage | 9.90% | ||||||||
Three Principal Shareholders [Member] | Separate Service Agreements [Member] | Class I Warrant [Member] | |||||||||
Warrants, exercisable | 450,000 | ||||||||
Warrants term | 2 years | ||||||||
Number of shares called by each warrants | 1 | ||||||||
Share price | $ 0.01 | ||||||||
Fair value of warrants | $ 719,774 | ||||||||
Warrant, volatility | 390.00% | ||||||||
Warrant, discount | 2.72% | ||||||||
Exercise of warrant conversion percentage | 9.90% | ||||||||
Amir Uziel [Member] | |||||||||
Purchase additional shares | 650,000 | ||||||||
Additional shares issued | 2,600,000 | ||||||||
Sales of stock price per share | $ 0.01 | ||||||||
Cash consideration | $ 26,000 | ||||||||
Attribute Ltd [Member] | |||||||||
Purchase additional shares | 650,000 | ||||||||
Additional shares issued | 2,600,000 | ||||||||
Sales of stock price per share | $ 0.01 | ||||||||
Cash consideration | $ 26,000 | ||||||||
Lavi Krasney [Member] | |||||||||
Purchase additional shares | 650,000 | ||||||||
Additional shares issued | 2,600,000 | ||||||||
Sales of stock price per share | $ 0.01 | ||||||||
Cash consideration | $ 26,000 | ||||||||
Kfir Silberman [Member] | |||||||||
Purchase additional shares | 650,000 | ||||||||
Additional shares issued | 2,600,000 | ||||||||
Sales of stock price per share | $ 0.01 | ||||||||
Cash consideration | $ 26,000 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) | Jan. 08, 2018USD ($) | May 05, 2017USD ($) | Aug. 25, 2017USD ($) | Dec. 31, 2018USD ($)Integer | Dec. 31, 2017USD ($) | Dec. 22, 2017USD ($) | Dec. 20, 2017USD ($) | May 12, 2016USD ($) |
Loan interest rate | 8.00% | 8.00% | ||||||
Repaid of loan amount | $ 2,687 | $ 850 | ||||||
Gain on debt extinguishment | $ 50 | $ 50 | ||||||
Due to related parties | $ 16,403 | $ 5,000 | ||||||
Accrued interest | $ 879 | |||||||
Number of debt holders | Integer | 3 | |||||||
Notes payable | 2,687 | $ 2,687 | ||||||
Notes Payable 1 [Member] | ||||||||
Debt instrument borrowed amount | 100 | |||||||
Notes Payable 2 [Member] | ||||||||
Debt instrument borrowed amount | $ 800 |
Prepaid Expenses (Details Narra
Prepaid Expenses (Details Narrative) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Prepaid Expenses | ||
Prepaid expenses | $ 12,847 | $ 4,196 |
Marketable Securities (Details
Marketable Securities (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Marketable Securities | $ 108,164 | |
Payments for marketable securities | 274,528 | |
Unrealized loss on marketable securities | $ (166,367) | |
UNV Medicine Ltd [Member] | ||
Marketable equity securities | 200,000 | |
Payments for marketable securities | $ 274,531 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Jan. 27, 2019 | Jan. 24, 2019 | Oct. 22, 2018 | Mar. 29, 2018 | Nov. 28, 2018 | May 14, 2018 | Dec. 07, 2017 | Feb. 28, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Number of shares called by each warrants | 1 | 1 | 1 | 1 | 1 | |||||
Number of shares sold | 345,166 | 206,000 | 187,483 | 1,150,500 | 1,000,000 | |||||
Sale of stock price per share | $ 0.60 | $ 0.60 | $ 1.20 | $ 0.60 | $ 0.30 | |||||
Total cash consideration | $ 207,004 | $ 123,600 | $ 224,884 | $ 690,300 | $ 300,000 | |||||
Subsequent Event [Member] | ||||||||||
Number of shares called by each warrants | 99,576 | |||||||||
Number of shares sold | 334,000 | |||||||||
Sale of stock price per share | $ 1 | |||||||||
Total cash consideration | $ 334,000 | |||||||||
Class I Warrant [Member] | ||||||||||
Warrants exercise price per share | $ 0.01 | |||||||||
Class J Warrant [Member] | ||||||||||
Warrants exercise price per share | 0.30 | |||||||||
Class F Warrant [Member] | ||||||||||
Warrants exercise price per share | 3 | |||||||||
Class F Warrant [Member] | Subsequent Event [Member] | ||||||||||
Warrants, exercisable | 1 | |||||||||
Warrants term | 36 months | |||||||||
Warrants exercise price per share | $ 3 | |||||||||
Class G Warrant [Member] | ||||||||||
Warrants exercise price per share | $ 5 | |||||||||
Class G Warrant [Member] | Subsequent Event [Member] | ||||||||||
Warrants, exercisable | 1 | |||||||||
Warrants term | 60 months | |||||||||
Warrants exercise price per share | $ 5 | |||||||||
Two Officer [Member] | Class I Warrant [Member] | Subsequent Event [Member] | ||||||||||
Warrants, exercisable | 300,000 | |||||||||
Warrants term | 2 years | |||||||||
Share price | $ 0.01 | |||||||||
Two Officer [Member] | Class J Warrant [Member] | Subsequent Event [Member] | ||||||||||
Warrants, exercisable | 300,000 | |||||||||
Warrants term | 3 years | |||||||||
Share price | $ 0.30 | |||||||||
Shareholder [Member] | Subsequent Event [Member] | ||||||||||
Stock issued during period, shares | 12,500 |