Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Apr. 10, 2020 | Jun. 28, 2019 | |
Document And Entity Information | |||
Entity Registrant Name | CANNAPOWDER, INC. | ||
Entity Central Index Key | 0001086082 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2019 | ||
Amendment Flag | false | ||
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 | 12,799,052 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2019 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 205,205 | $ 606,245 |
Marketable Securities | 108,164 | |
Prepaid expenses | 38,795 | 12,847 |
Deposits | 37,775 | |
Total current assets | 281,775 | 727,256 |
Total assets | 281,775 | 727,256 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 115,528 | 25,159 |
Notes payable - related party | 550,000 | |
Total current liabilities | 665,528 | 25,159 |
Total liabilities | 665,528 | 25,159 |
Stockholders' equity (deficit) | ||
Common stock, par value $0.00001 per share, 495,000,000 common shares authorized, 5,000,000 preferred shares authorized; 12,403,052 and 10,518,226 common stock issued and outstanding at December 31, 2019 and December 31, 2018 respectively. | 124 | 105 |
Additional paid in capital | 6,098,912 | 4,472,095 |
Accumulated other comprehensive income (loss) | (32,750) | (173,832) |
Stock Payable | 15,000 | |
Non-controlling interest | (108,653) | (37,893) |
Accumulated deficit | (6,341,386) | (3,573,378) |
Total stockholders' equity (deficit) | (383,753) | 702,097 |
Total liabilities and stockholders' equity (deficit) | $ 281,775 | $ 727,256 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
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 | 12,403,052 | 10,518,226 |
Common stock, shares outstanding | 12,403,052 | 10,518,226 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | ||
Revenues | ||
Expenses: | ||
General and administrative | (2,565,076) | (3,308,761) |
Research and development expense | (240,491) | (179,346) |
Total operating expenses | (2,805,567) | (3,488,107) |
(Loss) from operations | (2,805,567) | (3,488,107) |
Other income (expense): | ||
Gain (loss) from sale of marketable securities | (27,618) | |
Interest expense | (5,583) | |
Other income (expense) | (33,201) | |
Net loss | (2,838,768) | (3,488,107) |
Less: loss attributable to Noncontrolling Interest | 70,760 | 37,893 |
Net loss attributable to Canna Powder, Inc. | $ (2,768,008) | $ (3,450,214) |
Basic and diluted - net loss per common share attributable to Canna Powder, Inc. | $ (0.23) | $ (0.36) |
Weighted average shares outstanding - basic and diluted | 11,905,020 | 9,667,166 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (2,838,768) | $ (3,488,107) |
Less: Non-controlling interest | 70,760 | 37,893 |
Total (loss) attributable to Canna Powder, Inc. ordinary shareholders. | (2,768,008) | (3,450,214) |
Other comprehensives (loss) income: | ||
- Foreign currency translation | (25,285) | (10,818) |
- Unrealized holding gains (losses) | (166,367) | |
- Reclassification adjustments for realized losses (gains) on marketable securities. | 166,367 | |
Net Comprehensive (loss) attributable to Canna Powder, Inc. ordinary shareholders | $ (2,626,926) | $ (3,627,399) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity (Deficit) - 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, 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 | ||||||
Shares Issued for Cash | $ 3 | 333,997 | 334,000 | ||||
Shares Issued for Cash, shares | 334,000 | ||||||
Warrants issued for services | 1,277,836 | 1,277,836 | |||||
Translation adjustments | (25,285) | (25,285) | |||||
Unrealized loss on marketable securities | 166,367 | 166,367 | |||||
Stock payable issued | 15,000 | (15,000) | |||||
Stock payable issued, shares | 12,500 | ||||||
Cashless exercise of warrants | $ 16 | (16) | |||||
Cashless exercise of warrants, shares | 1,538,326 | ||||||
Net loss | (70,760) | (2,768,008) | (2,838,768) | ||||
Balance at Dec. 31, 2019 | $ 124 | $ 6,098,912 | $ (108,653) | $ (32,750) | $ (6,341,386) | $ (383,753) | |
Balance, shares at Dec. 31, 2019 | 12,403,052 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Operating Activities: | ||
Net loss | $ (2,768,008) | $ (3,450,214) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Non -controlling interest in loss of consolidated subsidiary | (70,760) | (37,893) |
Non-cash compensation | 1,277,836 | 2,794,066 |
Loss on sale of marketable securities | 27,618 | |
Changes in operating assets and liabilities: | ||
Increase (decrease) in accounts payable and accrued expenses | 90,368 | 24,539 |
Decrease (increase) in prepaid expenses | (13,146) | (8,651) |
Net cash used in operating activities | (1,456,092) | (678,333) |
Investing Activities: | ||
Deposit of fixed assets | (37,775) | |
Cash received (paid for) from sale of (purchase of) investment in marketable securities | 234,112 | (274,531) |
Net Cash provided by (used in) investing activities | 196,337 | (274,531) |
Financing Activities: | ||
Shares issued for cash | 334,000 | 1,245,884 |
Borrowings on debt - related party | 550,000 | |
Principal payments on debt | (2,687) | |
Net cash provided by financing activities | 884,000 | 1,243,197 |
Foreign currency adjustment | (25,285) | (10,818) |
Net increase (decrease) in cash | (401,040) | 279,515 |
Cash and cash equivalents - beginning of period | 606,245 | 326,730 |
Cash and cash equivalents - end of period | 205,205 | 606,245 |
Non Cash items:: | ||
Common shares issued from stock payable | 15,000 | |
Unrealized loss on marketable securities | 166,367 | |
Cashless exercise of warrants | $ 16 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
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. 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, 2019 and 2018, we had cash and cash equivalents of $205,205 and $606,245, 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 had no revenue to recognize, thus there is no impact to the financial statements due to the implementation of the standard. 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, 2019 and 2018, 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, 2019 and 2018, 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, 2019 and 2018, and expenses for the years ended December 31, 2019 and 2018. Actual results could differ from those estimates made by management. Impact of Recently Issued Accounting Standards On December 15, 2018 the Financial Accounting Standards Board (FASB) Accounting Standards Update (ASU) 2016-02, Leases (Topic 842) issued on February 25, 2016 became effective. Under the new provisions, all lessees will report a right-of-use asset and a liability for the obligation to make payments for all leases with the exception of those leases with a term of 12 months or less. All other leases will fall into one of two categories: Financing leases, similar to capital leases, will require the recognition of an asset and liability, measured at the present value of the lease payments or Interest on the liability will be recognized separately from amortization of the asset. Principal repayments will be classified as financing outflows and payments of interest as operating outflows on the statement of cash flows. Operating leases will also require the recognition of an asset and liability measured at the present value of the lease payments. A single lease cost, consisting of interest on the obligation and amortization of the asset, calculated such that the amortization of the asset will increase as the interest amount decreases resulting in a straight-line recognition of lease expense. The Company has a lease that meets the classification of a short-term lease due to the lease term being 12 months or less, and at this time, the company is not certain that the lease will be renewed. There is no right-of-use asset or lease liability recorded on the books at this time. 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 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. There is no impact on financial results. In January 2017, the FASB issued ASU No. 2017-4, Intangibles – Goodwill and Other (Topic 350): “Simplifying the Test for Goodwill Impairment. 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, 2019 | |
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. 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, negative working capital of $383,753 and its current deficit is $6,341,386 as of December 31, 2019. 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. |
Prepaid Expenses
Prepaid Expenses | 12 Months Ended |
Dec. 31, 2019 | |
Prepaid Expenses | |
Prepaid Expenses | Note (3) Prepaid expenses Prepaid expenses of $38,795 at December 31, 2019 and $12,847 at December 31, 2018, consist of tax withheld at source by VAT authorities of $21,407 and income tax withheld at source of $17,388 related to sale of marketable securities . Prepaid expenses of $12,847 at December 31, 2018 consist of tax withheld at source by VAT authorities of $12,847. |
Deposits
Deposits | 12 Months Ended |
Dec. 31, 2019 | |
Deposits [Abstract] | |
Deposits | Note (4) Deposits Deposits consist of deposits on purchase of fixed assets in the amount of $0 and $37,775 at December 31, 2018 and December 31, 2019, respectively. |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Common Stock | Note (5) Common Stock 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 $208,885 208,885 for the common stock and $481,415 481,415 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 $207,004 207,004 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 $224,884 224,884 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. 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. 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%. On December 12, 2018, one consultant was issued 75,000 Class E Warrants exercisable for a five-year period to acquire one 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, 2019 was $9,439 in 2018 plus $14,468 in 2019 out of $89,999 total value. The warrants were valued using the Black-Scholes model with volatility of 389% and discount rate of 2.94%. On January 1, 2019, the Company issued Liron Carmel and Oded Gilboa, both Company officers, in consideration for services 300,000 Class I Warrants exercisable for a period of three years at an exercise price of $.01 per share and 300,000 Class J Warrants exercisable for a period of three years at an exercise price of $.30 per share. The warrants vest one third immediately, one third on December 31, 2019 and one third on December 31, 2020. Thus the fair value of the vested amount recorded as expense as of December 31, 2019 was $187,464 out of $449,898 total value. The warrants were valued using the Black-Scholes model with volatility of 394% and discount rate of 2.47%. On May 7, 2019, due to the resignation of Liron Carmel as Chief Executive Officer and a director, 200,000 Class J Warrants exercisable for a period of three years at an exercise price of $.30 per share were forfeited. On January 24, 2019, the Company sold a total of 334,000 units for cash consideration of $334,000 at price of $1.00, each unit was 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 relative fair value of the stock with embedded warrants was $73,513 for the common stock and $260,187 for the class F and class G Warrants. On January 27, 2019, 12,500 shares subscribed for in 2018 and recorded as stock payable were issued to a shareholder who the Company sold common stock to on November 21, 2018 and recorded subscribed share capital for during the period ending December 31, 2018. On January 31, 2019, one consultant was issued 50,000 Class E Warrants exercisable for a four-year period to acquire one share of common stock at a price of $0.01 per share; The fair value of these warrants are $94,999. The warrants were valued using the Black-Scholes model with volatility of 390% and discount rate of 2.43%. The Class E warrants are fully vested and were accordingly included in expenses as stock based compensation. On February 28, 2019, one officer converted 100,000 Class I Warrants to 99,576 shares of common stock in a cashless exercise. On April 5, 2019, one officer converted 100,000 Class J Warrants to 87,500 shares of common stock in a cashless exercise On April 5, 2019, three consultants converted an aggregate of 750,000 Class J Warrants to 656,250 shares of common stock in a cashless exercise. On April 5, 2019, three consultants converted an aggregate of 750,000 Class I Warrants to 448,125 shares of common stock in a cashless exercise. On May 1, 2019, Shai Cohen, Chairman and CEO, was issued 150,000 Class F Warrants exercisable for a three-year period to acquire one share of common stock at a price of $3.00 per share; The Class F warrants are vesting equally over twelve quarters, thus the fair value of the vested amount recorded as expense as of December 31, 2019 was $82,429 out of $329,716 total value. The warrants were valued using the Black-Scholes model with volatility of 389% and discount rate of 2.28%. On May 1, 2019, Shai Cohen, Chairman and CEO was issued 100,000 Class G Warrants exercisable for a five-year period to acquire one share of common stock at a price of $5.00 per share; The Class G warrants are vesting equally over twelve quarters, thus the fair value of the vested amount recorded as expense as of December 31, 2019 was $54,992 out of $219,968 total value. The warrants were valued using the Black-Scholes model with volatility of 389% and discount rate of 2.30%. On May 1, 2019, Shai Cohen, Chairman and CEO was issued 150,000 Class H Warrants exercisable for a five-year period to acquire one share of common stock at a price of $1.00 per share; The Class H warrants are vesting equally over twelve quarters, thus the fair value of the vested amount recorded as expense as of December 31, 2019 was $82,495 out of $329,979 total value. The warrants were valued using the Black-Scholes model with volatility of 389% and discount rate of 2.30%. On May 1, 2019, Shai Cohen, Chairman and CEO was issued 250,000 Class I Warrants exercisable for a two-year period to acquire one share of common stock at a price of $.01 per share; The Class I warrants are vesting equally over twelve quarters, thus the fair value of the vested amount recorded as expense as of December 31, 2019 was $137,486 out of $549,945 total value. The warrants were valued using the Black-Scholes model with volatility of 389% and discount rate of 2.28%. On May 1, 2019, Ariel Dor, General Manager of the Subsidiary was issued 250,000 Class I Warrants exercisable for a two-year period to acquire one share of common stock at a price of $.01 per share; The fair value of these warrants is $549,855. The warrants were valued using the Black-Scholes model with volatility of 389% and discount rate of 2.31%. The Class I warrants are fully vested and were accordingly included in expenses as stock based compensation. On June 1, 2019, one consultant was awarded 25,000 Class A Warrants exercisable for a two-year period to acquire one share of common stock at a price of $.50 per share for service provided to the Company. The fair value of the vested amount recorded as expense as of December 31, 2019 was $49,857. The warrants were valued using the Black-Scholes model with volatility of 389% and discount rate of 1.82%. On June 25, 2019 one consultant was awarded 17,000 Class I Warrants exercisable for a two-year period to acquire one share of common stock at a price of $.01 per share for services provided to the Company. The fair value of the vested amount recorded as expense as of December 31, 2019 was $23,792. The warrants were valued using the Black-Scholes model with volatility of 389% and discount rate of 1.71%. On August 8, 2019, Ariel Dor, General Manager of the Subsidiary converted an aggregate of 250,000 Class I Warrants to 246,875 shares of common stock in a cashless exercise. On December 31, 2019 and December 31, 2018 there were approximately 171 and 226 holders of record and 12,403,052 and 10,518,226 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, 2019 and December 31, 2018. 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 25,000 $ 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 325,000 $ 0.01 48 Months Warrants Class F 584,000 $ 3.00 36 Months Warrants Class G 634,000 $ 5.00 60 Months Warrants Class H 250,000 $ 1.00 60 Months Warrants Class I 467,000 $ 0.01 24 Months Warrants Class J - $ 0.30 36 Months Total 4,265,149 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | (6) Income Taxes The provision (benefit) for income taxes for the year ended December 31, 2019 and 2018, was as follows (assuming a 21% effective tax rate in 2019 and 21% in 2018): 2019 2018 Loss carryforwards $ 1,331,691 $ 750,409 Less- Valuation allowance (1, 331,691 ) (750,409 ) Total net deferred tax assets $ - $ - The Company provided a valuation allowance equal to the deferred income tax assets for the year ended December 31, 2019 and 2018, because it is not presently known whether future taxable income will be sufficient to utilize the loss carryforwards. As of December 31, 2019, and December 31, 2018, the Company had approximately $6,341,386 and $3,573,378, 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, 2019 and 2018. The Company intends to file income tax returns in the United States. All tax years are closed by expiration of the statute of limitations. |
Marketable Securities
Marketable Securities | 12 Months Ended |
Dec. 31, 2019 | |
Investments, Debt and Equity Securities [Abstract] | |
Marketable Securities | Note (7) Marketable Securities Marketable Securities of $0 at December 31, 2019 and $108,164 at December 31, 2018 consist of 200,000 shares of UNV Medicine Ltd. a public company organized under the laws of Israel (“UNV”). Canna Powder Israel paid $274,531 to UNV for the Marketable Securities for which in return UNV will finance and purchase a line of equipment to be used for the production of certain products, based on Canna Powder Israel’s specifications. On April 24, 2019 Canna Powder Israel sold the 200,000 UNV shares for $234,112 and recorded a realized loss on marketable securities of $27,618. As of December 31, 2018, Canna Powder Israel’s Statements of Operations included a $166,367 unrealized loss from Marketable Securities which as of the date of the sale, April 24, 2019, were reclassified and included in the $27,618 realized loss on marketable securities. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note (8) Related Party Transactions Between October 1, 2019 and December 23, 2019 the Company borrowed $550,000, from related entities. The loans bear an interest rate of 10% and have maturity dates of twelve months from loan date. Accrued interest to the related entities on loans as of December 31, 2019 is $5,583 and is included in the accrued liabilities account and interest expense is included in expense account. On January 1, 2019, the Company issued Liron Carmel and Oded Gilboa, both Company officers, in consideration for services 300,000 Class I Warrants exercisable for a period of three years at an exercise price of $.01 per share and 300,000 Class J Warrants exercisable for a period of three years at an exercise price of $.30 per share. The warrants vest one third immediately, one third on December 31, 2019 and one third on December 31, 2020. Thus the fair value of the vested amount recorded as expense as of December 31, 2019 was $187,464 out of $449,898 total value. The warrants were valued using the Black-Scholes model with volatility of 394% and discount rate of 2.47%. On February 28, 2019, one officer converted 100,000 Class I Warrants to 99,576 shares of common stock in a cashless exercise. On April 5, 2019, one officer converted 100,000 Class J Warrants to 87,500 shares of common stock in a cashless exercise On May 7, 2019, due to the resignation of Liron Carmel as Chief Executive Officer and a director, 200,000 Class J Warrants exercisable for a period of three years at an exercise price of $.30 per share were forfeited. On January 31, 2019, One of a kind marketing DUSA LLC, a Texas limited liability company (“Dusa”) was issued 50,000 Class E Warrants exercisable for a four-year period to acquire one share of common stock at a price of $0.01 per share; The fair value of these warrants are $94,999. The warrants were valued using the Black-Scholes model with volatility of 390% and discount rate of 2.43%. The Class E warrants are fully vested and were accordingly included in expenses as stock based compensation. On May 1, 2019, the Subsidiary entered into a service agreement (the “Dusa Service Agreement”) with One of a kind marketing DUSA LLC, to provide international business development and strategic marketing services to the Subsidiary. The term of the Agreement commenced on May 1, 2019 and will continue as long as the Company continues its operations and progress in fulfilling its goals unless sooner terminated in accordance with the Agreement. As compensation therefor, Dusa will be entitled to monthly fee of $15,000. The Subsidiary and Dusa may terminate the Dusa Service Agreement at any time upon 30 days prior written notice. On May 1, 2019, the Company, entered into a service agreement with Shai Cohen Chairman and CEO pursuant to which Mr. Cohen will serve as chief executive officer and chairman of the board of the Company. The term of the Cohen Service Agreement commenced on May 1, 2019 and will continue as long as the Company continues its operations and progress in fulfilling its goals unless sooner terminated in accordance with the Agreement. As compensation therefor, Mr. Cohen received the following warrants: - On May 1, 2019, Shai Cohen, Chairman and CEO, was issued 150,000 Class F Warrants exercisable for a three-year period to acquire one share of common stock at a price of $3.00 per share; The Class F warrants are vesting equally over twelve quarters, thus the fair value of the vested amount recorded as expense as of December 31, 2019 was $82,429 out of $329,716 total value. The warrants were valued using the Black-Scholes model with volatility of 389% and discount rate of 2.28%. - On May 1, 2019, Shai Cohen, Chairman and CEO was issued 100,000 Class G Warrants exercisable for a five-year period to acquire one share of common stock at a price of $5.00 per share; The Class G warrants are vesting equally over twelve quarters, thus the fair value of the vested amount recorded as expense as of December 31, 2019 was $54,992 out of $219,968 total value. The warrants were valued using the Black-Scholes model with volatility of 389% and discount rate of 2.30%. - On May 1, 2019, Shai Cohen, Chairman and CEO was issued 150,000 Class H Warrants exercisable for a five-year period to acquire one share of common stock at a price of $1.00 per share; The Class H warrants are vesting equally over twelve quarters, thus the fair value of the vested amount recorded as expense as of December 31, 2019 was $82,495 out of $329,979 total value. The warrants were valued using the Black-Scholes model with volatility of 389% and discount rate of 2.30%. - On May 1, 2019, Shai Cohen, Chairman and CEO was issued 250,000 Class I Warrants exercisable for a two-year period to acquire one share of common stock at a price of $.01 per share; The Class I warrants are vesting equally over twelve quarters, thus the fair value of the vested amount recorded as expense as of December 31, 2019 was $137,486 out of $549,945 total value. The warrants were valued using the Black-Scholes model with volatility of 389% and discount rate of 2.28%. On May 1, 2019, Ariel Dor, General Manager of the Subsidiary was issued 250,000 Class I Warrants exercisable for a two-year period to acquire one share of common stock at a price of $.01 per share; The fair value of these warrants is $549,855. The warrants were valued using the Black-Scholes model with volatility of 389% and discount rate of 2.31%. The Class I warrants are fully vested and were accordingly included in expenses as stock based compensation. Between October 1, 2019 and December 23, 2019 the Company borrowed $550,000, from related entities. The loans bear an interest rate of 10% and have maturity dates of twelve months from loan date. Accrued interest to the related entities on loans as of December 31, 2019 is $5,583. On August 8, 2019, Ariel Dor, General Manager of the Subsidiary converted an aggregate of 250,000 Class I Warrants to 246,875 shares of common stock in a cashless exercise. On May 7, 2019 Liron Carmel resigned as the Company’s Chief Executive Officer and director and Shai Cohen, a more than 10% shareholder was appointed as the Company’s Chief Executive Officer and director. On April 18, 2019, a group of persons and entities owning shares in the Company, sold an aggregate of 500,000 shares of common stock to One of a Kind Kamami LLC, and 5,500,000 shares of common stock to MNSCO LLC, entities which are more than 10% owned by Shai Cohen. On December 10, 2018, three entities were issued an aggregate of 750,000 Class J Warrants exercisable for a three-year period to acquire one share of common stock at a price of $0.30 per share for consulting services provided to the company; 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 entities are considered related parties as they are more than 5% shareholders or are controlled by individuals who are more than 5% shareholders. On December 10, 2018, three entities, were issued an aggregate of 450,000 Class I Warrants exercisable for a two-year period to acquire one share of common stock at a price of $0.01 per share for consulting services provided to the company; 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 entities are considered related parties as they are more than 5% or are controlled by individuals who are more than 5% shareholders. On October 17, 2017, Amir Uziel, Attribute Ltd, Lavi Krasney and Kfir Silberman (controlling shareholder of L.I.A. Pure Capital Ltd.) each purchased 650,000 shares of common stock at $0.01 per share for a total cash consideration of $26,000. |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note (9) Notes Payable Between October 1, 2019 and December 23, 2019 the Company borrowed $550,000, from related entities. The loans bear an interest rate of 10% and have maturity dates of twelve months from loan date. Accrued interest to the related entities on loans as of December 31, 2019 is $5,583. During the year ended December 31, 2018, 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, 2018 and the Company recorded a gain on debt extinguishment of $50. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note (10) 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 7, 2020, Shai Cohen, CEO converted an aggregate of 250,000 Class I Warrants and 150,000 Class E warrants to 396,000 shares of common stock in a cashless exercise. On January 8, 2020 Shai Cohen and affiliated entities acquired an additional 316,525 shares of common stock of the Company, resulting that Shai Cohen together with his affiliates owning an aggregate of 99.3% of the issued and outstanding shares of the Company on a fully-diluted basis at such time. The current outbreak of Covid-19 has posed a significant impact on the Company’s ability to file on a timely basis its Annual Report on Form 10-K for the year ended December 31, 2019 (the “Annual Report”), which is due to be filed on March 30, 2020 (the “Original Due Date”). Therefore, the Company has elected to rely on the conditional filing relief provided under the SEC Order. The preparation of the Company’s Annual Report, including financial statements and completion of the auditing process, has been delayed by government-imposed quarantines, office closures and travel restrictions, which affect both the Company’s and its service provider’s personnel. In addition, the outbreak of the coronavirus disease (COVID-19), and the resulting government-imposed quarantines, factory, university and office closings and travel restrictions, may have a material adverse effect on our business, financial condition and results of operations. Many of these effects are not even completely known at this time. 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, 2019 | |
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. 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, 2019 and 2018, we had cash and cash equivalents of $205,205 and $606,245, 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 had no revenue to recognize, thus there is no impact to the financial statements due to the implementation of the standard. |
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, 2019 and 2018, 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, 2019 and 2018, 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, 2019 and 2018, and expenses for the years ended December 31, 2019 and 2018. Actual results could differ from those estimates made by management. |
Impact of Recently Issued Accounting Standards | Impact of Recently Issued Accounting Standards On December 15, 2018 the Financial Accounting Standards Board (FASB) Accounting Standards Update (ASU) 2016-02, Leases (Topic 842) issued on February 25, 2016 became effective. Under the new provisions, all lessees will report a right-of-use asset and a liability for the obligation to make payments for all leases with the exception of those leases with a term of 12 months or less. All other leases will fall into one of two categories: Financing leases, similar to capital leases, will require the recognition of an asset and liability, measured at the present value of the lease payments or Interest on the liability will be recognized separately from amortization of the asset. Principal repayments will be classified as financing outflows and payments of interest as operating outflows on the statement of cash flows. Operating leases will also require the recognition of an asset and liability measured at the present value of the lease payments. A single lease cost, consisting of interest on the obligation and amortization of the asset, calculated such that the amortization of the asset will increase as the interest amount decreases resulting in a straight-line recognition of lease expense. The Company has a lease that meets the classification of a short-term lease due to the lease term being 12 months or less, and at this time, the company is not certain that the lease will be renewed. There is no right-of-use asset or lease liability recorded on the books at this time. 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 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. There is no impact on financial results. In January 2017, the FASB issued ASU No. 2017-4, Intangibles – Goodwill and Other (Topic 350): “Simplifying the Test for Goodwill Impairment. |
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, 2019 | |
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 25,000 $ 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 325,000 $ 0.01 48 Months Warrants Class F 584,000 $ 3.00 36 Months Warrants Class G 634,000 $ 5.00 60 Months Warrants Class H 250,000 $ 1.00 60 Months Warrants Class I 467,000 $ 0.01 24 Months Warrants Class J - $ 0.30 36 Months Total 4,265,149 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Income Tax Assets | The provision (benefit) for income taxes for the year ended December 31, 2019 and 2018, was as follows (assuming a 21% effective tax rate in 2019 and 21% in 2018): 2019 2018 Loss carryforwards $ 1,331,691 $ 750,409 Less- Valuation allowance (1, 331,691 ) (750,409 ) Total net deferred tax assets $ - $ - |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Accounting Policies [Abstract] | ||
Cash and cash equivalents | $ 205,205 | $ 606,245 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Working capital | $ (383,753) | |
Accumulated deficit | $ (6,341,386) | $ (3,573,378) |
Prepaid Expenses (Details Narra
Prepaid Expenses (Details Narrative) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Prepaid expenses | $ 38,795 | $ 12,847 |
Tax Withheld by VAT Authorities [Member] | ||
Prepaid expenses | 21,407 | $ 12,847 |
Tax Withheld by Sale of Marketable Securities [Member] | ||
Prepaid expenses | $ 17,388 |
Deposits (Details Narrative)
Deposits (Details Narrative) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Deposits [Abstract] | ||
Deposits | $ 37,775 |
Common Stock (Details Narrative
Common Stock (Details Narrative) | Aug. 08, 2019shares | May 01, 2019USD ($)$ / sharesshares | Apr. 05, 2019shares | Feb. 28, 2019shares | Jan. 31, 2019USD ($)$ / sharesshares | Jan. 27, 2019shares | Jan. 24, 2019USD ($)$ / sharesshares | Dec. 12, 2018USD ($)$ / sharesshares | Dec. 10, 2018USD ($)$ / sharesshares | Nov. 01, 2018USD ($)$ / sharesshares | Oct. 22, 2018USD ($)$ / sharesshares | Mar. 29, 2018USD ($)$ / sharesshares | Nov. 28, 2018USD ($)$ / sharesshares | May 14, 2018USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Jun. 25, 2019$ / sharesshares | Jun. 01, 2019$ / sharesshares | May 07, 2019$ / sharesshares | Jan. 02, 2019USD ($)$ / sharesshares | May 01, 2018$ / sharesshares |
Number of shares sold | 334,000 | 345,166 | 206,000 | 187,483 | 1,150,500 | ||||||||||||||||
Total cash consideration | $ | $ 334,000 | $ 207,004 | $ 123,600 | $ 224,884 | $ 690,300 | ||||||||||||||||
Sale of stock price per share | $ / shares | $ 1 | $ 0.60 | $ 0.60 | $ 1.20 | $ 0.60 | ||||||||||||||||
Number of shares called by each warrants | 1 | 1 | 1 | 1 | 1 | ||||||||||||||||
Fair value of warrants | $ | $ 64,431 | $ 44,454 | $ 70,026 | $ 208,885 | |||||||||||||||||
Subscribed share capital | 12,500 | ||||||||||||||||||||
Stock issued during period for services, value | $ | $ 26,000 | ||||||||||||||||||||
Common stock shares outstanding | 12,403,052 | 10,518,226 | |||||||||||||||||||
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. | ||||||||||||||||||||
171 Holders [Member] | |||||||||||||||||||||
Common stock shares outstanding | 12,403,052 | ||||||||||||||||||||
Common stock par value | $ / shares | $ 0.00001 | ||||||||||||||||||||
Preferred stock shares issued | |||||||||||||||||||||
Preferred stock shares outstanding | |||||||||||||||||||||
226 Holders [Member] | |||||||||||||||||||||
Common stock shares outstanding | 10,518,226 | ||||||||||||||||||||
Common stock par value | $ / shares | $ 0.00001 | ||||||||||||||||||||
Preferred stock shares issued | |||||||||||||||||||||
Preferred stock shares outstanding | |||||||||||||||||||||
One Officer [Member] | |||||||||||||||||||||
Stock issued during period for services, shares | 50,000 | ||||||||||||||||||||
Stock issued during period for services, value | $ | $ 26,000 | ||||||||||||||||||||
One Consultant [Member] | |||||||||||||||||||||
Number of shares called by each warrants | 1 | ||||||||||||||||||||
Shareholder [Member] | |||||||||||||||||||||
Stock issued during period, shares | 12,500 | ||||||||||||||||||||
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 warrants | $ | $ 142,573 | $ 79,146 | $ 154,954 | $ 481,415 | |||||||||||||||||
Class B Warrant [Member] | One Consultant [Member] | |||||||||||||||||||||
Warrants term | 2 years | ||||||||||||||||||||
Fair value of warrants | $ | $ 26,731 | ||||||||||||||||||||
Number of warrants, exercisable | 41,000 | ||||||||||||||||||||
Share price | $ / shares | $ 1.20 | ||||||||||||||||||||
Class B Warrant [Member] | One Consultant [Member] | Volatility [Member] | |||||||||||||||||||||
Warrant fair value measurement input, percentage | 139 | ||||||||||||||||||||
Class B Warrant [Member] | One Consultant [Member] | Discount Rate [Member] | |||||||||||||||||||||
Warrant fair value measurement input, percentage | 2.50 | ||||||||||||||||||||
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] | One Officer [Member] | |||||||||||||||||||||
Number of warrants converted | 100,000 | ||||||||||||||||||||
Number of converted stock | 87,500 | ||||||||||||||||||||
Class J Warrant [Member] | Three Consultants [Member] | |||||||||||||||||||||
Number of shares called by each warrants | 1 | ||||||||||||||||||||
Warrants term | 3 years | ||||||||||||||||||||
Fair value of warrants | $ | $ 1,199,643 | ||||||||||||||||||||
Number of warrants, exercisable | 750,000 | ||||||||||||||||||||
Share price | $ / shares | $ 0.30 | ||||||||||||||||||||
Class J Warrant [Member] | Three Consultants [Member] | Volatility [Member] | |||||||||||||||||||||
Warrant fair value measurement input, percentage | 390 | ||||||||||||||||||||
Class J Warrant [Member] | Three Consultants [Member] | Discount Rate [Member] | |||||||||||||||||||||
Warrant fair value measurement input, percentage | 2.73 | ||||||||||||||||||||
Class J Warrant [Member] | Two Officers [Member] | |||||||||||||||||||||
Warrants term | 3 years | ||||||||||||||||||||
Number of warrants, exercisable | 300,000 | ||||||||||||||||||||
Share price | $ / shares | $ .30 | ||||||||||||||||||||
Class J Warrant [Member] | Liron Carmel [Member] | |||||||||||||||||||||
Number of warrants, exercisable | 200,000 | ||||||||||||||||||||
Share price | $ / shares | $ .30 | ||||||||||||||||||||
Class J Warrant [Member] | Three Consultants [Member] | |||||||||||||||||||||
Number of warrants converted | 750,000 | ||||||||||||||||||||
Number of converted stock | 656,250 | ||||||||||||||||||||
Class I Warrant [Member] | |||||||||||||||||||||
Warrants exercise price per share | $ / shares | $ 0.01 | ||||||||||||||||||||
Class I Warrant [Member] | One Officer [Member] | |||||||||||||||||||||
Number of warrants converted | 100,000 | ||||||||||||||||||||
Number of converted stock | 99,576 | ||||||||||||||||||||
Class I Warrant [Member] | One Consultant [Member] | |||||||||||||||||||||
Number of shares called by each warrants | 1 | ||||||||||||||||||||
Warrants term | 2 years | ||||||||||||||||||||
Share price | $ / shares | $ .01 | ||||||||||||||||||||
Number of warrants exercisable for services | 17,000 | ||||||||||||||||||||
Share-based payment award, options, vested in period, fair value | $ | $ 23,792 | ||||||||||||||||||||
Class I Warrant [Member] | One Consultant [Member] | Volatility [Member] | |||||||||||||||||||||
Warrant fair value measurement input, percentage | 389 | ||||||||||||||||||||
Class I Warrant [Member] | One Consultant [Member] | Discount Rate [Member] | |||||||||||||||||||||
Warrant fair value measurement input, percentage | 1.71 | ||||||||||||||||||||
Class I Warrant [Member] | Three Consultants [Member] | |||||||||||||||||||||
Number of shares called by each warrants | 1 | ||||||||||||||||||||
Warrants term | 2 years | ||||||||||||||||||||
Fair value of warrants | $ | $ 719,774 | ||||||||||||||||||||
Number of warrants, exercisable | 450,000 | ||||||||||||||||||||
Share price | $ / shares | $ 0.01 | ||||||||||||||||||||
Class I Warrant [Member] | Three Consultants [Member] | Volatility [Member] | |||||||||||||||||||||
Warrant fair value measurement input, percentage | 390 | ||||||||||||||||||||
Class I Warrant [Member] | Three Consultants [Member] | Discount Rate [Member] | |||||||||||||||||||||
Warrant fair value measurement input, percentage | 2.72 | ||||||||||||||||||||
Class I Warrant [Member] | Two Officers [Member] | |||||||||||||||||||||
Warrants term | 3 years | ||||||||||||||||||||
Number of warrants, exercisable | 300,000 | ||||||||||||||||||||
Share price | $ / shares | $ 0.01 | ||||||||||||||||||||
Class I Warrant [Member] | Three Consultants [Member] | |||||||||||||||||||||
Number of warrants converted | 750,000 | ||||||||||||||||||||
Number of converted stock | 448,125 | ||||||||||||||||||||
Class I Warrant [Member] | Chairman and CEO [Member] | |||||||||||||||||||||
Number of shares called by each warrants | 1 | ||||||||||||||||||||
Warrants term | 2 years | ||||||||||||||||||||
Number of warrants, exercisable | 250,000 | ||||||||||||||||||||
Share price | $ / shares | $ 0.01 | ||||||||||||||||||||
Fair value of warrants, vested | $ | $ 549,945 | $ 137,486 | |||||||||||||||||||
Class I Warrant [Member] | Chairman and CEO [Member] | Volatility [Member] | |||||||||||||||||||||
Warrant fair value measurement input, percentage | 389 | ||||||||||||||||||||
Class I Warrant [Member] | Chairman and CEO [Member] | Discount Rate [Member] | |||||||||||||||||||||
Warrant fair value measurement input, percentage | 2.28 | ||||||||||||||||||||
Class I Warrant [Member] | General Manager [Member] | |||||||||||||||||||||
Number of shares called by each warrants | 1 | ||||||||||||||||||||
Warrants term | 2 years | ||||||||||||||||||||
Fair value of warrants | $ | $ 549,855 | ||||||||||||||||||||
Number of warrants, exercisable | 250,000 | ||||||||||||||||||||
Share price | $ / shares | $ 0.01 | ||||||||||||||||||||
Class I Warrant [Member] | General Manager [Member] | Volatility [Member] | |||||||||||||||||||||
Warrant fair value measurement input, percentage | 389 | ||||||||||||||||||||
Class I Warrant [Member] | General Manager [Member] | Discount Rate [Member] | |||||||||||||||||||||
Warrant fair value measurement input, percentage | 2.31 | ||||||||||||||||||||
Class I Warrant [Member] | Ariel Dor [Member] | |||||||||||||||||||||
Number of warrants converted | 250,000 | ||||||||||||||||||||
Number of converted stock | 246,875 | ||||||||||||||||||||
Class E Warrant [Member] | |||||||||||||||||||||
Warrants exercise price per share | $ / shares | $ 0.01 | ||||||||||||||||||||
Class E Warrant [Member] | One Consultant [Member] | |||||||||||||||||||||
Number of shares called by each warrants | 1 | 1 | |||||||||||||||||||
Warrants term | 4 years | 5 years | |||||||||||||||||||
Fair value of warrants | $ | $ 94,999 | ||||||||||||||||||||
Number of warrants, exercisable | 50,000 | 75,000 | |||||||||||||||||||
Share price | $ / shares | $ 0.01 | $ 0.01 | |||||||||||||||||||
Fair value of warrants, vested | $ | $ 89,999 | ||||||||||||||||||||
Class E Warrant [Member] | One Consultant [Member] | Eight Quarters [Member] | |||||||||||||||||||||
Fair value of warrants, vested | $ | $ 9,439 | $ 14,468 | |||||||||||||||||||
Class E Warrant [Member] | One Consultant [Member] | Volatility [Member] | |||||||||||||||||||||
Warrant fair value measurement input, percentage | 390 | 389 | |||||||||||||||||||
Class E Warrant [Member] | One Consultant [Member] | Discount Rate [Member] | |||||||||||||||||||||
Warrant fair value measurement input, percentage | 2.43 | 2.94 | |||||||||||||||||||
Class E Warrant [Member] | Two Consultants [Member] | |||||||||||||||||||||
Number of shares called by each warrants | 1 | ||||||||||||||||||||
Warrants term | 4 years | ||||||||||||||||||||
Fair value of warrants | $ | $ 249,998 | ||||||||||||||||||||
Number of warrants, exercisable | 200,000 | ||||||||||||||||||||
Share price | $ / shares | $ 0.01 | ||||||||||||||||||||
Class E Warrant [Member] | Two Consultants [Member] | Volatility [Member] | |||||||||||||||||||||
Warrant fair value measurement input, percentage | 388 | ||||||||||||||||||||
Class E Warrant [Member] | Two Consultants [Member] | Discount Rate [Member] | |||||||||||||||||||||
Warrant fair value measurement input, percentage | 2.94 | ||||||||||||||||||||
Class F Warrant [Member] | |||||||||||||||||||||
Number of shares called by each warrants | 1 | ||||||||||||||||||||
Warrants exercise price per share | $ / shares | $ 3 | $ 3 | |||||||||||||||||||
Warrants term | 36 months | ||||||||||||||||||||
Class F Warrant [Member] | One Consultant [Member] | |||||||||||||||||||||
Number of shares called by each warrants | 1 | ||||||||||||||||||||
Warrants term | 5 years | ||||||||||||||||||||
Fair value of warrants | $ | $ 124,997 | ||||||||||||||||||||
Number of warrants, exercisable | 100,000 | ||||||||||||||||||||
Share price | $ / shares | $ 3 | ||||||||||||||||||||
Class F Warrant [Member] | One Consultant [Member] | Volatility [Member] | |||||||||||||||||||||
Warrant fair value measurement input, percentage | 388 | ||||||||||||||||||||
Class F Warrant [Member] | One Consultant [Member] | Discount Rate [Member] | |||||||||||||||||||||
Warrant fair value measurement input, percentage | 2.96 | ||||||||||||||||||||
Class F Warrant [Member] | Chairman and CEO [Member] | |||||||||||||||||||||
Number of shares called by each warrants | 1 | ||||||||||||||||||||
Warrants term | 3 years | ||||||||||||||||||||
Number of warrants, exercisable | 150,000 | ||||||||||||||||||||
Share price | $ / shares | $ 3 | ||||||||||||||||||||
Fair value of warrants, vested | $ | $ 329,716 | $ 82,429 | |||||||||||||||||||
Class F Warrant [Member] | Chairman and CEO [Member] | Volatility [Member] | |||||||||||||||||||||
Warrant fair value measurement input, percentage | 389 | ||||||||||||||||||||
Class F Warrant [Member] | Chairman and CEO [Member] | Discount Rate [Member] | |||||||||||||||||||||
Warrant fair value measurement input, percentage | 2.28 | ||||||||||||||||||||
Class G Warrant [Member] | |||||||||||||||||||||
Number of shares called by each warrants | 1 | ||||||||||||||||||||
Warrants exercise price per share | $ / shares | $ 5 | $ 5 | |||||||||||||||||||
Warrants term | 60 months | ||||||||||||||||||||
Class G Warrant [Member] | One Consultant [Member] | |||||||||||||||||||||
Number of shares called by each warrants | 1 | ||||||||||||||||||||
Warrants term | 5 years | ||||||||||||||||||||
Fair value of warrants | $ | $ 249,994 | ||||||||||||||||||||
Number of warrants, exercisable | 200,000 | ||||||||||||||||||||
Share price | $ / shares | $ 5 | ||||||||||||||||||||
Class G Warrant [Member] | One Consultant [Member] | Volatility [Member] | |||||||||||||||||||||
Warrant fair value measurement input, percentage | 388 | ||||||||||||||||||||
Class G Warrant [Member] | One Consultant [Member] | Discount Rate [Member] | |||||||||||||||||||||
Warrant fair value measurement input, percentage | 2.96 | ||||||||||||||||||||
Class G Warrant [Member] | Chairman and CEO [Member] | |||||||||||||||||||||
Number of shares called by each warrants | 1 | ||||||||||||||||||||
Warrants term | 5 years | ||||||||||||||||||||
Number of warrants, exercisable | 100,000 | ||||||||||||||||||||
Share price | $ / shares | $ 5 | ||||||||||||||||||||
Fair value of warrants, vested | $ | $ 219,968 | $ 54,992 | |||||||||||||||||||
Class G Warrant [Member] | Chairman and CEO [Member] | Volatility [Member] | |||||||||||||||||||||
Warrant fair value measurement input, percentage | 389 | ||||||||||||||||||||
Class G Warrant [Member] | Chairman and CEO [Member] | Discount Rate [Member] | |||||||||||||||||||||
Warrant fair value measurement input, percentage | 2.30 | ||||||||||||||||||||
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 | ||||||||||||||||||||
Fair value of warrants | $ | $ 124,999 | ||||||||||||||||||||
Number of warrants, exercisable | 100,000 | ||||||||||||||||||||
Share price | $ / shares | $ 1 | ||||||||||||||||||||
Class H Warrant [Member] | One Consultant [Member] | Volatility [Member] | |||||||||||||||||||||
Warrant fair value measurement input, percentage | 388 | ||||||||||||||||||||
Class H Warrant [Member] | One Consultant [Member] | Discount Rate [Member] | |||||||||||||||||||||
Warrant fair value measurement input, percentage | 2.96 | ||||||||||||||||||||
Class H Warrant [Member] | Chairman and CEO [Member] | |||||||||||||||||||||
Number of shares called by each warrants | 1 | ||||||||||||||||||||
Warrants term | 5 years | ||||||||||||||||||||
Number of warrants, exercisable | 150,000 | ||||||||||||||||||||
Share price | $ / shares | $ 1 | ||||||||||||||||||||
Fair value of warrants, vested | $ | $ 329,979 | $ 82,495 | |||||||||||||||||||
Class H Warrant [Member] | Chairman and CEO [Member] | Volatility [Member] | |||||||||||||||||||||
Warrant fair value measurement input, percentage | 389 | ||||||||||||||||||||
Class H Warrant [Member] | Chairman and CEO [Member] | Discount Rate [Member] | |||||||||||||||||||||
Warrant fair value measurement input, percentage | 2.30 | ||||||||||||||||||||
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 | ||||||||||||||||||||
Fair value of warrants | $ | $ 62,492 | ||||||||||||||||||||
Number of warrants, exercisable | 50,000 | ||||||||||||||||||||
Share price | $ / shares | $ 2.40 | ||||||||||||||||||||
Class C Warrant [Member] | One Consultant [Member] | Volatility [Member] | |||||||||||||||||||||
Warrant fair value measurement input, percentage | 388 | ||||||||||||||||||||
Class C Warrant [Member] | One Consultant [Member] | Discount Rate [Member] | |||||||||||||||||||||
Warrant fair value measurement input, percentage | 2.94 | ||||||||||||||||||||
Class I and J Warrant [Member] | Two Officers [Member] | |||||||||||||||||||||
Fair value of warrants, vested | $ | $ 187,464 | $ 449,898 | |||||||||||||||||||
Class I and J Warrant [Member] | Two Officers [Member] | Volatility [Member] | |||||||||||||||||||||
Warrant fair value measurement input, percentage | 394 | ||||||||||||||||||||
Class I and J Warrant [Member] | Two Officers [Member] | Discount Rate [Member] | |||||||||||||||||||||
Warrant fair value measurement input, percentage | 2.47 | ||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||
Stock issued during period for services, shares | 50,000 | ||||||||||||||||||||
Stock issued during period for services, value | $ | |||||||||||||||||||||
Fair value of embedded warrants | $ | $ 73,513 | ||||||||||||||||||||
Stock issued during period, shares | 334,000 | 1,876,649 | |||||||||||||||||||
Class F and G Warrant [Member] | |||||||||||||||||||||
Fair value of embedded warrants | $ | $ 260,187 | ||||||||||||||||||||
Class A Warrant [Member] | |||||||||||||||||||||
Warrants exercise price per share | $ / shares | $ 0.50 | ||||||||||||||||||||
Class A Warrant [Member] | One Consultant [Member] | |||||||||||||||||||||
Number of shares called by each warrants | 1 | ||||||||||||||||||||
Warrants term | 2 years | ||||||||||||||||||||
Share price | $ / shares | $ 0.50 | ||||||||||||||||||||
Number of warrants exercisable for services | 25,000 | ||||||||||||||||||||
Share-based payment award, options, vested in period, fair value | $ | $ 49,857 | ||||||||||||||||||||
Class A Warrant [Member] | One Consultant [Member] | Volatility [Member] | |||||||||||||||||||||
Warrant fair value measurement input, percentage | 389 | ||||||||||||||||||||
Class A Warrant [Member] | One Consultant [Member] | Discount Rate [Member] | |||||||||||||||||||||
Warrant fair value measurement input, percentage | 1.82 |
Common Stock - Schedule of Warr
Common Stock - Schedule of Warrant and Options Outstanding and Exercisable (Details) - $ / shares | 12 Months Ended | |||||
Dec. 31, 2019 | Jan. 24, 2019 | Nov. 28, 2018 | Oct. 22, 2018 | May 14, 2018 | Mar. 29, 2018 | |
Warrant Outstanding | 4,265,149 | |||||
Class A Warrant [Member] | ||||||
Warrant Outstanding | 25,000 | |||||
Warrant Exercise Price | $ 0.50 | |||||
Expiration Date | 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] | ||||||
Expiration Date | 12 months | |||||
Class B Warrant [Member] | Maximum [Member] | ||||||
Expiration Date | 18 months | |||||
Class C Warrant [Member] | ||||||
Warrant Outstanding | 50,000 | |||||
Warrant Exercise Price | $ 2.4 | |||||
Expiration Date | 48 months | |||||
Class D Warrant [Member] | ||||||
Warrant Outstanding | 330,983 | |||||
Warrant Exercise Price | $ 2.4 | $ 2.40 | ||||
Expiration Date | 8 months | |||||
Class E Warrant [Member] | ||||||
Warrant Outstanding | 325,000 | |||||
Warrant Exercise Price | $ 0.01 | |||||
Expiration Date | 48 months | |||||
Class F Warrant [Member] | ||||||
Warrant Outstanding | 584,000 | |||||
Warrant Exercise Price | $ 3 | $ 3 | ||||
Expiration Date | 36 months | |||||
Class G Warrant [Member] | ||||||
Warrant Outstanding | 634,000 | |||||
Warrant Exercise Price | $ 5 | $ 5 | ||||
Expiration Date | 60 months | |||||
Class H Warrant [Member] | ||||||
Warrant Outstanding | 250,000 | |||||
Warrant Exercise Price | $ 1 | |||||
Expiration Date | 60 months | |||||
Class I Warrant [Member] | ||||||
Warrant Outstanding | 467,000 | |||||
Warrant Exercise Price | $ 0.01 | |||||
Expiration Date | 24 months | |||||
Class J Warrant [Member] | ||||||
Warrant Outstanding | ||||||
Warrant Exercise Price | $ 0.30 | |||||
Expiration Date | 36 months |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Operating loss carryforwards | $ 6,341,386 | $ 3,573,378 |
Operating loss carryforwards expiration year | 2030 | |
Interest or penalties for unrecognized tax benefits |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Income Tax Assets (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Income Tax Disclosure [Abstract] | ||
Loss carryforwards | $ 1,331,691 | $ 750,409 |
Less - Valuation allowance | (1,331,691) | (750,409) |
Total net deferred tax assets |
Income Taxes - Schedule of De_2
Income Taxes - Schedule of Deferred Income Tax Assets (Details) (Parenthetical) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Effective tax rate | 21.00% | 21.00% |
Marketable Securities (Details
Marketable Securities (Details Narrative) - USD ($) | Apr. 24, 2019 | Jan. 24, 2019 | Oct. 22, 2018 | Mar. 29, 2018 | Nov. 28, 2018 | May 14, 2018 | Dec. 31, 2019 | Dec. 31, 2018 |
Marketable securities | $ 108,164 | |||||||
Number of common stock sold | 334,000 | 345,166 | 206,000 | 187,483 | 1,150,500 | |||
Number of common stock sold, amount | $ 334,000 | $ 207,004 | $ 123,600 | $ 224,884 | $ 690,300 | |||
Realized loss on marketable securities | $ 27,618 | |||||||
Unrealized loss on marketable securities | $ (166,367) | $ 166,367 | ||||||
UNV Medicine Ltd [Member] | ||||||||
Marketable equity securities | 200,000 | |||||||
Payments for marketable securities | $ 274,531 | |||||||
Number of common stock sold | 200,000 | |||||||
Number of common stock sold, amount | $ 234,112 | |||||||
Realized loss on marketable securities | $ 27,618 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) | Aug. 08, 2019shares | May 01, 2019USD ($)$ / sharesshares | Apr. 18, 2019shares | Apr. 05, 2019shares | Feb. 28, 2019shares | Jan. 31, 2019USD ($)$ / sharesshares | Jan. 24, 2019USD ($)$ / sharesshares | Dec. 10, 2018USD ($)$ / sharesshares | Dec. 10, 2018USD ($)$ / sharesshares | Oct. 22, 2018USD ($)$ / sharesshares | Mar. 29, 2018USD ($)$ / sharesshares | Oct. 17, 2017USD ($)$ / sharesshares | Nov. 28, 2018USD ($)$ / sharesshares | May 14, 2018USD ($)$ / sharesshares | Dec. 23, 2019USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | May 07, 2019$ / sharesshares | Jan. 02, 2019USD ($)$ / sharesshares |
Proceeds from related party debt | $ | $ 550,000 | $ 550,000 | |||||||||||||||||
Debt interest rate | 10.00% | ||||||||||||||||||
Debt instrument term | 12 months | ||||||||||||||||||
Accrued interest | $ | 5,583 | ||||||||||||||||||
Number of shares called by each warrants | 1 | 1 | 1 | 1 | 1 | ||||||||||||||
Fair value of warrants | $ | $ 64,431 | $ 44,454 | $ 70,026 | $ 208,885 | |||||||||||||||
Number of common stock sold | 334,000 | 345,166 | 206,000 | 187,483 | 1,150,500 | ||||||||||||||
Sales of stock price per share | $ / shares | $ 1 | $ 0.60 | $ 0.60 | $ 1.20 | $ 0.60 | ||||||||||||||
Cash consideration | $ | $ 334,000 | $ 207,004 | $ 123,600 | $ 224,884 | $ 690,300 | ||||||||||||||
DUSA LLC [Member] | |||||||||||||||||||
Number of warrants, exercisable | 50,000 | ||||||||||||||||||
Warrants term | 4 years | ||||||||||||||||||
Exercise price | $ / shares | $ 0.01 | ||||||||||||||||||
Number of shares called by each warrants | 1 | ||||||||||||||||||
Fair value of warrants | $ | $ 94,999 | ||||||||||||||||||
Monthly fee | $ | $ 15,000 | ||||||||||||||||||
Amir Uziel [Member] | |||||||||||||||||||
Number of common stock sold | 650,000 | ||||||||||||||||||
Sales of stock price per share | $ / shares | $ 0.01 | ||||||||||||||||||
Cash consideration | $ | $ 26,000 | ||||||||||||||||||
One of Kind Kamami LLC [Member] | |||||||||||||||||||
Number of common stock sold | 500,000 | ||||||||||||||||||
MNSCO LLC [Member] | |||||||||||||||||||
Number of common stock sold | 5,500,000 | ||||||||||||||||||
Volatility [Member] | DUSA LLC [Member] | |||||||||||||||||||
Warrant fair value measurement input, percentage | 390 | ||||||||||||||||||
Discount Rate [Member] | DUSA LLC [Member] | |||||||||||||||||||
Warrant fair value measurement input, percentage | 2.43 | ||||||||||||||||||
Class F Warrant [Member] | |||||||||||||||||||
Warrants term | 36 months | ||||||||||||||||||
Number of shares called by each warrants | 1 | ||||||||||||||||||
Class G Warrant [Member] | |||||||||||||||||||
Warrants term | 60 months | ||||||||||||||||||
Number of shares called by each warrants | 1 | ||||||||||||||||||
Two Officers [Member] | Class I Warrant [Member] | |||||||||||||||||||
Number of warrants, exercisable | 300,000 | ||||||||||||||||||
Warrants term | 3 years | ||||||||||||||||||
Exercise price | $ / shares | $ 0.01 | ||||||||||||||||||
Two Officers [Member] | Class J Warrant [Member] | |||||||||||||||||||
Number of warrants, exercisable | 300,000 | ||||||||||||||||||
Warrants term | 3 years | ||||||||||||||||||
Exercise price | $ / shares | $ .30 | ||||||||||||||||||
Two Officers [Member] | Class I and J Warrant [Member] | |||||||||||||||||||
Fair value of warrants, vested | $ | 187,464 | $ 449,898 | |||||||||||||||||
Two Officers [Member] | Class I and J Warrant [Member] | Volatility [Member] | |||||||||||||||||||
Warrant fair value measurement input, percentage | 394 | ||||||||||||||||||
Two Officers [Member] | Class I and J Warrant [Member] | Discount Rate [Member] | |||||||||||||||||||
Warrant fair value measurement input, percentage | 2.47 | ||||||||||||||||||
One Officer [Member] | Class I Warrant [Member] | |||||||||||||||||||
Number of warrants converted | 100,000 | ||||||||||||||||||
Warrants converted into shares | 99,576 | ||||||||||||||||||
One Officer [Member] | Class J Warrant [Member] | |||||||||||||||||||
Number of warrants converted | 100,000 | ||||||||||||||||||
Warrants converted into shares | 87,500 | ||||||||||||||||||
Liron Carmel [Member] | Class J Warrant [Member] | |||||||||||||||||||
Number of warrants, exercisable | 200,000 | ||||||||||||||||||
Exercise price | $ / shares | $ .30 | ||||||||||||||||||
Chairman and CEO [Member] | Class I Warrant [Member] | |||||||||||||||||||
Number of warrants, exercisable | 250,000 | ||||||||||||||||||
Warrants term | 2 years | ||||||||||||||||||
Exercise price | $ / shares | $ 0.01 | ||||||||||||||||||
Fair value of warrants, vested | $ | $ 549,945 | 137,486 | |||||||||||||||||
Number of shares called by each warrants | 1 | ||||||||||||||||||
Chairman and CEO [Member] | Class I Warrant [Member] | Volatility [Member] | |||||||||||||||||||
Warrant fair value measurement input, percentage | 389 | ||||||||||||||||||
Chairman and CEO [Member] | Class I Warrant [Member] | Discount Rate [Member] | |||||||||||||||||||
Warrant fair value measurement input, percentage | 2.28 | ||||||||||||||||||
Chairman and CEO [Member] | Class F Warrant [Member] | |||||||||||||||||||
Number of warrants, exercisable | 150,000 | ||||||||||||||||||
Warrants term | 3 years | ||||||||||||||||||
Exercise price | $ / shares | $ 3 | ||||||||||||||||||
Fair value of warrants, vested | $ | $ 329,716 | 82,429 | |||||||||||||||||
Number of shares called by each warrants | 1 | ||||||||||||||||||
Chairman and CEO [Member] | Class F Warrant [Member] | Volatility [Member] | |||||||||||||||||||
Warrant fair value measurement input, percentage | 389 | ||||||||||||||||||
Chairman and CEO [Member] | Class F Warrant [Member] | Discount Rate [Member] | |||||||||||||||||||
Warrant fair value measurement input, percentage | 2.28 | ||||||||||||||||||
Chairman and CEO [Member] | Class G Warrant [Member] | |||||||||||||||||||
Number of warrants, exercisable | 100,000 | ||||||||||||||||||
Warrants term | 5 years | ||||||||||||||||||
Exercise price | $ / shares | $ 5 | ||||||||||||||||||
Fair value of warrants, vested | $ | $ 219,968 | 54,992 | |||||||||||||||||
Number of shares called by each warrants | 1 | ||||||||||||||||||
Chairman and CEO [Member] | Class G Warrant [Member] | Volatility [Member] | |||||||||||||||||||
Warrant fair value measurement input, percentage | 389 | ||||||||||||||||||
Chairman and CEO [Member] | Class G Warrant [Member] | Discount Rate [Member] | |||||||||||||||||||
Warrant fair value measurement input, percentage | 2.30 | ||||||||||||||||||
Chairman and CEO [Member] | Class H Warrant [Member] | |||||||||||||||||||
Number of warrants, exercisable | 150,000 | ||||||||||||||||||
Warrants term | 5 years | ||||||||||||||||||
Exercise price | $ / shares | $ 1 | ||||||||||||||||||
Fair value of warrants, vested | $ | $ 329,979 | $ 82,495 | |||||||||||||||||
Number of shares called by each warrants | 1 | ||||||||||||||||||
Chairman and CEO [Member] | Class H Warrant [Member] | Volatility [Member] | |||||||||||||||||||
Warrant fair value measurement input, percentage | 389 | ||||||||||||||||||
Chairman and CEO [Member] | Class H Warrant [Member] | Discount Rate [Member] | |||||||||||||||||||
Warrant fair value measurement input, percentage | 2.30 | ||||||||||||||||||
General Manager [Member] | Class I Warrant [Member] | |||||||||||||||||||
Number of warrants, exercisable | 250,000 | ||||||||||||||||||
Warrants term | 2 years | ||||||||||||||||||
Exercise price | $ / shares | $ 0.01 | ||||||||||||||||||
Number of shares called by each warrants | 1 | ||||||||||||||||||
Fair value of warrants | $ | $ 549,855 | ||||||||||||||||||
General Manager [Member] | Class I Warrant [Member] | Volatility [Member] | |||||||||||||||||||
Warrant fair value measurement input, percentage | 389 | ||||||||||||||||||
General Manager [Member] | Class I Warrant [Member] | Discount Rate [Member] | |||||||||||||||||||
Warrant fair value measurement input, percentage | 2.31 | ||||||||||||||||||
Ariel Dor [Member] | Class I Warrant [Member] | |||||||||||||||||||
Number of warrants converted | 250,000 | ||||||||||||||||||
Warrants converted into shares | 246,875 | ||||||||||||||||||
Chief Executive Officer and Sole Director [Member] | Maximum [Member] | |||||||||||||||||||
Ownership percentage | 10.00% | 10.00% | |||||||||||||||||
Three Consultants [Member] | Class I Warrant [Member] | |||||||||||||||||||
Number of warrants, exercisable | 450,000 | 450,000 | |||||||||||||||||
Warrants term | 2 years | 2 years | |||||||||||||||||
Exercise price | $ / shares | $ 0.01 | $ 0.01 | |||||||||||||||||
Number of shares called by each warrants | 1 | 1 | |||||||||||||||||
Fair value of warrants | $ | $ 719,774 | ||||||||||||||||||
Three Consultants [Member] | Class I Warrant [Member] | Separate Service Agreements [Member] | |||||||||||||||||||
Number of warrants, exercisable | 450,000 | 450,000 | |||||||||||||||||
Warrants term | 2 years | 2 years | |||||||||||||||||
Exercise price | $ / shares | $ 0.01 | $ 0.01 | |||||||||||||||||
Number of shares called by each warrants | 1 | 1 | |||||||||||||||||
Fair value of warrants | $ | $ 719,774 | ||||||||||||||||||
Related party description | The entities are considered related parties as they are more than 5% or are controlled by individuals who are more than 5% shareholders. | ||||||||||||||||||
Three Consultants [Member] | Class I Warrant [Member] | Volatility [Member] | |||||||||||||||||||
Warrant fair value measurement input, percentage | 390 | 390 | |||||||||||||||||
Three Consultants [Member] | Class I Warrant [Member] | Volatility [Member] | Separate Service Agreements [Member] | |||||||||||||||||||
Warrant fair value measurement input, percentage | 390 | 390 | |||||||||||||||||
Three Consultants [Member] | Class I Warrant [Member] | Discount Rate [Member] | |||||||||||||||||||
Warrant fair value measurement input, percentage | 2.72 | 2.72 | |||||||||||||||||
Three Consultants [Member] | Class I Warrant [Member] | Discount Rate [Member] | Separate Service Agreements [Member] | |||||||||||||||||||
Warrant fair value measurement input, percentage | 2.72 | 2.72 | |||||||||||||||||
Three Consultants [Member] | Class J Warrant [Member] | |||||||||||||||||||
Number of warrants, exercisable | 750,000 | 750,000 | |||||||||||||||||
Warrants term | 3 years | 3 years | |||||||||||||||||
Exercise price | $ / shares | $ 0.30 | $ 0.30 | |||||||||||||||||
Number of shares called by each warrants | 1 | 1 | |||||||||||||||||
Fair value of warrants | $ | $ 1,199,643 | ||||||||||||||||||
Three Consultants [Member] | Class J Warrant [Member] | Separate Service Agreements [Member] | |||||||||||||||||||
Number of warrants, exercisable | 750,000 | 750,000 | |||||||||||||||||
Warrants term | 3 years | 3 years | |||||||||||||||||
Exercise price | $ / shares | $ 0.30 | $ 0.30 | |||||||||||||||||
Number of shares called by each warrants | 1 | 1 | |||||||||||||||||
Fair value of warrants | $ | $ 1,199,643 | ||||||||||||||||||
Related party description | The entities are considered related parties as they are more than 5% shareholders or are controlled by individuals who are more than 5% shareholders. | ||||||||||||||||||
Three Consultants [Member] | Class J Warrant [Member] | Volatility [Member] | |||||||||||||||||||
Warrant fair value measurement input, percentage | 390 | 390 | |||||||||||||||||
Three Consultants [Member] | Class J Warrant [Member] | Volatility [Member] | Separate Service Agreements [Member] | |||||||||||||||||||
Warrant fair value measurement input, percentage | 390 | 390 | |||||||||||||||||
Three Consultants [Member] | Class J Warrant [Member] | Discount Rate [Member] | |||||||||||||||||||
Warrant fair value measurement input, percentage | 2.73 | 2.73 | |||||||||||||||||
Three Consultants [Member] | Class J Warrant [Member] | Discount Rate [Member] | Separate Service Agreements [Member] | |||||||||||||||||||
Warrant fair value measurement input, percentage | 2.73 | 2.73 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | May 05, 2018 | Dec. 23, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
Proceeds from related party debt | $ 550,000 | $ 550,000 | ||
Debt interest rate | 10.00% | |||
Debt instrument term | 12 months | |||
Accrued interest | 5,583 | |||
Repaid of loan amount | $ 850 | $ 2,687 | ||
Gain on debt extinguishment | $ 0 | |||
Notes Payable 1 [Member] | ||||
Debt interest rate | 8.00% | |||
Debt instrument borrowed amount | $ 100 | |||
Notes Payable 2 [Member] | ||||
Debt interest rate | 8.00% | |||
Debt instrument borrowed amount | $ 800 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] - Shai Cohen [Member] - shares | Jan. 08, 2020 | Jan. 07, 2020 |
Number of converted stock | 396,000 | |
Number of shares issued | 316,525 | |
Ownership percentage | 99.30% | |
Class I Warrant [Member] | ||
Number of warrants converted | 250,000 | |
Class E Warrant [Member] | ||
Number of warrants converted | 150,000 |