Advanced Container (ACTX) 10-Q 14 Aug 18 2018 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2018	May 14, 2017
Document And Entity Information
Entity Registrant Name	Acology Inc.
Entity Central Index Key	1,096,950
Document Type	10-Q
Document Period End Date	Jun. 30, 2018
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		5,520,340,406
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2,018

Balance Sheets

Balance Sheets - USD ($)	Jun. 30, 2018	Dec. 31, 2017
CURRENT ASSETS:
Cash	$ 12,948	$ 22,656
Accounts receivable	117,908	87,962
Inventories	198,456	211,652
TOTAL CURRENT ASSETS	329,312	322,270
Property and equipment, net of accumulated depeciation	78,469	76,049
Intangible assets, net of accumulated amortization of $12,677	2,539,637
Security deposits	8,560	7,489
TOTAL ASSETS	2,955,978	405,808
CURRENT LIABILITIES:
Accounts payable	250,124	243,353
Convertible notes payable	105,500	105,500
Notes payable	275,000	375,000
Loan payable - shareholder	196,994	122,994
Accrued expenses	227,020	214,583
Derivative liablility	23,144	25,275
Capital lease payable	15,171	35,229
TOTAL CURRENT LIABILITIES	1,092,953	1,121,934
SHAREHOLDERS' EQUITY (DEFICIENCY)
Common Stock, $0.00001 par value, 6,000,000,000 shares authorized: 5,524,636,434 and 5,249,511,270 shares issued and outstanding at June 30, 2018, and December 31, 2017, respectively	55,246	52,495
Additional paid in capital	4,153,595	1,484,032
Accumulated deficit	(2,345,816)	(2,252,653)
TOTAL STOCKHOLDERS' EQUITY (DEFICIENCY)	1,863,025	(716,126)
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIENCY)	$ 2,955,978	$ 405,808

Balance Sheets (Parenthetical)

Balance Sheets (Parenthetical) - USD ($)	Jun. 30, 2018	Dec. 31, 2017
Statement of Financial Position [Abstract]
Intangible Assets net accumulated amortization	$ 12,677
Common Stock Par Value	$ 0.00001	$ 0.00001
Common Stock Shares Authorized	6,000,000,000	6,000,000,000
Common Stock Shares Issued	5,524,636,434	5,249,511,270
Common Stock Shares Outstanding	5,524,636,434	5,249,511,270

Statements of Operations

Statements of Operations - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Income Statement [Abstract]
Sales	$ 1,196,498	$ 1,090,035	$ 552,147	$ 545,205
Cost of sales	424,853	338,724	205,552	184,824
Gross profit	771,645	751,311	346,595	360,381
Operating expenses:
General and administrative	799,016	734,593	408,571	365,070
Amortization Expense	12,677		12,677
Advertising and marketing	35,302	40,828	20,259	9,726
Total Operating Expenses	846,995	775,421	441,507	374,796
Loss from operations	(75,350)	(24,110)	(94,912)	(14,415)
Other expenses (income):
Interest expense	19,943	33,880	10,389	15,464
(Gain) Loss on change in fair value of derivative	(2,131)	(164,515)	849	(128,527)
Total Other Expenses (Income)	17,812	(130,635)	11,238	(113,063)
Income (Loss) before income taxes	(93,162)	106,525	(106,150)	98,648
Income tax provision
NET INCOME (LOSS)	$ (93,162)	$ 106,525	$ (93,162)	$ 106,525
Loss per common share, basic and diluted	$ 0	$ 0	$ 0	$ 0
Weighted average common shares outstanding, basic & diluted	5,290,604,346	5,164,134,794	5,313,830,755	5,164,134,794

Statements of Cash Flows

Statements of Cash Flows - USD ($)	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017
OPERATING ACTIVITIES:
Net income (loss)	$ (93,162)	$ 106,525
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense	10,000	11,200
Amortization expense	12,677
Gain on change in fair value of derivative liability	(2,131)	(164,515)
Non cash interest expense		2,711
Changes in operating assets and liabilities
Accounts receivable	(29,946)	(30,795)
Inventories	13,196	(17,619)
Accounts payable	6,771	(86,240)
Accrued expenses	12,436	25,413
NET CASH USED IN OPERATING ACTIVITIES	(70,159)	(153,320)
INVESTING ACTIVITIES:
Repayment of loan from nonrelated party		150,000
Acqusition of property and equipment	(12,420)	(4,093)
Payment of security deposits	(1,071)
NET CASH RECEIVED FROM (USED IN) INVESTING ACTIVITIES	(13,491)	145,907
FINANCING ACTIVITIES:
Proceeds from notes payable issuance of Common Stock	120,000
Repayment of notes payable	(120,058)	(16,410)
Repayment of debt	74,000
NET CASH RECEIVED FROM (USED IN) FINANCING ACTIVITIES	73,942	(16,410)
DECREASE IN CASH	(9,708)	(23,823)
CASH - BEGINNING OF YEAR	22,656	24,452
CASH - END OF YEAR	12,948	629
Non-cash financing activities
Common stock issued for the acquisition of intangible assets	$ 2,552,314

Business

Business	6 Months Ended
	Jun. 30, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Business	Note 1 – Business Acology, Inc. (the “Company”), through its wholly owned subsidiary, D&C Distributors, LLC (“D&C”) is in the business of designing, manufacturing, branding and selling proprietary plastic medical grade containers that can store pharmaceuticals, herbs, teas and other solids or liquids, some of which can grind solids and shred herbs, and through D&C’s wholly owned subsidiary, D&C Printing LLC (“Printing”), is in the business of private labeling and branding for purchasers of containers and other products. D&C and Printing were formed under the laws of the State of California on January 29, 2013, and April 14, 2015, respectively.

Summary of Significant Accounti

Summary of Significant Accounting Policies	6 Months Ended
	Jun. 30, 2018
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 2 – Summary of Significant Accounting Policies Basis of Presentation and Principals of Consolidation The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the United States Securities and Exchange Commission (the “SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of the Company’s management, the accompanying unaudited financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of June 30, 2018, and the results of operations and cash flows for the periods presented. The results of operations for the three and six months ended June 30, 2018, are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited consolidated financial statements should be read in conjunction with the financial statements and related notes thereto included in the Form 10-K for the year ended December 31, 2017, filed with the SEC on April 2, 2018. The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated. Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. Certain of the Company’s estimates could be affected by external conditions, including those unique to its industry, and general economic conditions. It is possible that these external factors could have an effect on the Company’s estimates that could cause actual results to differ from its estimates. The Company re-evaluates all of its accounting estimates at least quarterly based on these conditions and record adjustments when necessary. Cash The Company considers all short-term highly liquid investments with an original maturity at the date of purchase of three months or less to be cash equivalents. Revenue Recognition In May 2014 the FASB issued Accounting Standards Update (ASU) No. 20 l4-09, Revenue from Contracts with Customers Revenue from Contracts with Customers (Topic 606) Principal versus Agent Considerations Revenue from Contracts with Customers (Topic 606) Identifying Performance Obligations and Licensing Revenue from Contracts with Customers (Topic 606) Narrow-Scope Improvements and Practical Expedients Technical Corrections and Improvements to Topic 606 Revenue from Contracts with Customers The new revenue standards became effective for the Company on January 1, 2018, and were adopted using the modified retrospective method. The adoption of the new revenue standards as of January 1, 2018, did not change the Company's revenue recognition as the majority of its revenues continue to be recognized when the customer takes control of its product. As the Company did not identify any accounting changes that impacted the amount of reported revenues with respect to its product revenues, no adjustment to retained earnings was required upon adoption. Under the new revenue standards. the Company recognizes revenues when its customer obtains control of promised goods or services, in an amount that reflects the consideration which it expects to receive in exchange for those goods. The Company recognizes revenues following the five step model prescribed under ASU No. 2014-09: (i) identify contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenues when (or as) the Company satisfies the performance obligation. Revenues from product sales are recognized when the customer obtains control of the Company's product, which occurs at a point in time, typically upon delivery to the customer. The Company expenses incremental costs of obtaining a contract as and when incurred if the expected amortization period of the asset that it would have recognized is one year or less or the amount is immaterial. Inventories Inventories, which consist of the Company’s product held for resale, are stated at the lower of cost, determined using the first-in first-out, and net realizable value. Net realizable value is the estimated selling price, in the ordinary course of business, less estimated costs to complete and dispose of the product. If the Company identifies excess, obsolete or unsalable items, its inventories are written down to their realizable value in the period in which the impairment is first identified. Shipping and handling costs incurred for inventory purchases and product shipments are recorded in cost of sales in the Company’s statements of operations. Fair Value Measurements The Company adopted the provisions of ASC Topic 820, Fair Value Measurements and Disclosures, The estimated fair value of certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. The carrying amounts of our short- and long-term credit obligations approximate fair value because the effective yields on these obligations, which include contractual interest rates taken together with other features such as concurrent issuances of warrants and/or embedded conversion options, are comparable to rates of returns for instruments of similar credit risk. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1 – Quoted prices in active markets for identical assets or liabilities Level 2 – Quoted prices for similar assets and liabilities in active markets or inputs that are observable Level 3 – Inputs that are unobservable (for example cash flow modeling inputs based on assumptions) The derivative liability in connection with the conversion feature of the convertible debt, classified as a Level 3 liability, is the only financial liability measure at fair value on a recurring basis. The change in the Level 3 financial instrument is as follows: Balance, January 1, 2018 $ 25,275 · Converted during the Period — · Change in fair value recognized in opearations (2,131 ) Balance, June 30, 2018 $ 23,144 Property and Equipment Property and equipment is stated at cost less accumulated depreciation. Depreciation is provided for on a straight-line basis over the useful lives of the assets. For furniture and fixtures the useful life is 5 years, Leasehold Improvements are depreciated over the 2-year lease term. Expenditures for additions and improvements are capitalized; repairs and maintenance are expensed as incurred. For patents, the useful life is the life of the patent. Convertible Instruments The Company evaluates and accounts for conversion options embedded in convertible instruments in accordance with ASC 815, Derivatives and Hedging Activities. Applicable GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free-standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The Company accounts for convertible instruments (when it has been determined that the embedded conversion options should not be bifurcated from their host instruments) as follows: The Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption. The Company accounts for the conversion of convertible debt when a conversion option has been bifurcated using the general extinguishment standards. The debt and equity linked derivatives are removed at their carrying amounts and the shares issued are measured at their then-current fair value, with any difference recorded as a gain or loss on extinguishment of the two separate accounting liabilities. During the six months ended June 30, 2018, there were no conversions of convertible debt. Advertising Advertising and marketing expenses are charged to operations as incurred. Income Taxes The Company use the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, Income Taxes. ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The Company has no material uncertain tax positions. Recent accounting pronouncements The Company does not believe there are any recently issued, but not yet effective; accounting standards that would have a significant impact on the Company’s financial position or results of operations.

Going Concern

Going Concern	6 Months Ended
	Jun. 30, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Going Concern	Note 3 – Going Concern The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. At June 30, 2018, the Company had a working capital deficit of $763,641. In addition, the Company has generated operating losses since inception and has notes payable that are currently in default. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the successful execution of its operating plan which includes increasing sales of existing products while introducing additional products and services, controlling operating expenses, negotiating extensions of existing loans and raising either debt or equity financing. There is no assurance that we will be able to increase sales or to obtain or extend financing on terms acceptable to us or at all or successfully execute any of the other measures set forth in the previous sentence.

Intangible Assets

Intangible Assets	6 Months Ended
	Jun. 30, 2018
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible Assets	Note 4 – Intangible Assets On June 8, 2018, the Company acquired certain patents and patent applications, a trademark and an internet domain pursuant to an Asset Purchase Agreement, dated as of April 16, 2018, and amended on June 8, 2018, by and between the Company and the owner of the entity which is the Company’s main supplier in consideration of the issuance to him of 263,125,164 shares of the Company’s common stock. The intangible assets acquired are being amortized over the remaining life of the specific patents and the estimated useful life of the trademark and internet domain. Amortization expense for the three and six months ending June 30, 2018, was $12,677.

Convertible Notes payable

Convertible Notes payable	6 Months Ended
	Jun. 30, 2018
Debt Disclosure [Abstract]
Convertible Notes payable	Note 5 – Convertible Notes Payable The following is a description of convertible notes payable at June 30, 2018: · On August 20, 2015, the Company made a convertible promissory note in the principal amount of $400,000 to a then-related party, which was reduced to $360,000 as the result of a prepayment. The note was subsequently reduced through payments and conversions to $250,000 at December 31, 2016. On July 5, 2017, the Company satisfied the principal of the note and interest accrued therein in full for a payment of $100, resulting in a gain on extinguishment of debt of $542,218, which included a removal of the associated derivative liability relating to the conversion feature of $290,895. · The Company made a convertible promissory note, dated December 15, 2015, in favor of the unrelated party referred to above in the principal amount of $8,000. This note is convertible into shares of the Company’s common stock at a conversion price equal to the average of the daily closing price for a share of Common Stock for the 3 consecutive trading days ending on the trading day immediately prior to the day on which a notice of conversion is delivered. The note matured on December 27, 2016, and bears interest at the highest lawful rate, but not more than 20% per annum. The Company is currently negotiating an extension of the maturity date. · The Company made two convertible promissory notes, one dated February 11, 2016, and the other dated April 25, 2016, in favor of the unrelated party referred to above, each in the principal amount of $7,500. Each note is due 1 year after the date on which it was made, bears simple interest at the rate of 20 percent per annum and is convertible into shares of Common Stock at a conversion price per share equal to 50% of the average daily closing price for 3 consecutive trading days ending on the trading day immediately prior to the conversion date. The Company is currently negotiating an extension of the maturity dates. · The Company has determined that the conversion feature embedded in the notes described above contain a potential variable conversion amount which constitutes a derivative which has been bifurcated from the note and recorded as a derivative liability at fair value, with a corresponding discount recorded to the associated debt. The excess of the derivative value over the face amount of the note is recorded immediately to interest expense at inception. The Company used the Black-Scholes-Merton valuation model to value the conversion features using the expected life of each note, average volatility rate of approximately 121% and a discount rate of 1.29%. · During 2014, the Company entered into a series of promissory note conversion agreements with ten unaffiliated persons in the aggregate amount of $224,500. These notes are convertible into shares of the Company’s common stock at a conversion price of $0.05 per share. The loans under these agreements are noninterest-bearing and have no stated maturity date. During the year ended December 31, 2016, the Company entered into agreements with four of the individuals in which the Company agreed to pay to them an additional amount equal to the current principal balance (which aggregated $32,000), which was recorded as interest expense. The notes were amended such that the Company agreed to repay the new balance over 10 monthly equal installments. The Company made payments of $25,900 during the year ended December 31, 2016, and $10,000 during the year ending December 31, 2017. During the year ended December 31, 2017, the Company and the noteholders agreed to exchange $148,100 of the above notes for 15,376,296 shares of common stock. The conversions were accounted for as an extinguishment of debt resulting in a loss of $81,213. There was a balance of $72,500 relating to these notes at June 30, 2018. One of the exchanging noteholders was Lawrence Neal, who, on June 7, 2017, exchanged a promissory note, dated October 3, 2014, in the principal amount of $10,000 for 1,629,482 shares of common stock. Mr. Neal paid the full principal amount of his note to the Company when it was made.

Notes payable

Notes payable	6 Months Ended
	Jun. 30, 2018
Payables and Accruals [Abstract]
Notes payable	Note 6 – Notes Payable During 2014, the Company made a series of promissory notes with four unaffiliated persons in the original aggregate amount of $457,000. During the year ended December 31, 2016, the Company repaid one of these notes in the original principal amount of $7,000. These notes bear interest at rates ranging from 10% to 15% (with a weighted-average rate of 11.7%). During the year ended December 31, 2017, certain noteholders agreed to exchange $150,000 of principal and $73,027 of accrued interest of the above notes for 20,000,000 shares of common stock. These exchanges were accounted for as an extinguishment of debt resulting in a loss of $20,973. During the month ended June 30, 2018, the company paid a partial payment on the above mentioned notes of $100,000. The Company had $200,000 of principal amount of these notes payable outstanding at June 30, 2018, which are past due. On August 15, 2015, the Company made a promissory note in the amount of $150,000 in favor of an unrelated party. The note bears interest at 0.48% per annum, provided that the note is paid on or before maturity date, or 2 percentage points over the Wall Street Journal Prime Rate, if it is not repaid on or before the maturity date. This note matured on August 11, 2016. Upon an event of default, as defined in the note, interest shall be compounded daily. The Company is currently negotiating an extension of the maturity date for the balance. During the year ended December 31, 2017, the holder of this note agreed to exchange $75,000 of principal and $663 of accrued interest on the above mentioned notes for 50,000,000 shares of common stock. These exchanges were accounted for as an extinguishment of debt resulting in a loss of $683,337. The Company had $75,000 relating to this payable outstanding at June 30, 2018. In each of the years ended at December 31, 2017, and December 31, 2016, the Company entered into a capitalized equipment lease. Each of these capital leases is payable in 24 monthly installments of $2,000, including interest at the rate of 19.87% per annum. The equipment lease is held by a related party. The Company made its final lease payment for the first lease during the six months ended June 30, 2018.

Stockholders' Equity

Stockholders' Equity	6 Months Ended
	Jun. 30, 2018
Equity [Abstract]
Stockholders' Equity	Note 7 – Stockholders’ Equity On June 8, 2018, the Company issued 263,125,164 shares of common stock, valued at $2,552,314, for the purchase of certain patents and patent applications, a trademark and an internet domain (see Note 4).

Loan Payable - Shareholder

Loan Payable - Shareholder	6 Months Ended
	Jun. 30, 2018
Notes to Financial Statements
Loan Payable - Shareholder	Note 8 – Loans Payable – Stockholders The Company received advances from one of its stockholders, who is a related party, to help finance its operations. These advances are non-interest-bearing and have no set maturity date. The balance of these advances at June 30, 2018, and December 31, 2017, was $196,994 and $122,994, respectively. In June 2018, the Company received advances from two stockholders, who are related parties, of $38,000 and $36,000 to help in financing its operations. The Company expects to repay these loans, which have no fixed provisions, when cash flows become available.

Related-Party Transactions

Related-Party Transactions	6 Months Ended
	Jun. 30, 2018
Related Party Transactions [Abstract]
Related-Party Transactions	Note 9 – Related-Party Transactions The Company purchases some of its products and leases its printers from a related party. During the six months ended June 30, 2018, the Company made capital lease payments of $24,000 to and purchased $31,337 of products from this related party

Concentrations

Concentrations	6 Months Ended
	Jun. 30, 2018
Risks and Uncertainties [Abstract]
Concentrations	Note 10 – Concentrations For the six months ended June 30, 2018, one of the Company’s customers accounted for approximately 11% of sales. During the six months ended June 30, 2017, one of the Company’s customers accounted for 17% of sales. For the three months ended June 30, 2018, one of our customers accounted for approximately 7% of sales. During the three months ended June 30, 2017, one of the Company’s customers accounted for 21% of sales. For the six months ended June 30, 2018, and 2017, the Company purchased approximately 40% and 63% of its products from one distributor. For the three months ended June 30, 2018, and 2017, the Company purchased approximately 37% and 63% of its products from one distributor.

Commitments

Commitments	6 Months Ended
	Jun. 30, 2018
Commitments and Contingencies Disclosure [Abstract]
Commitments	Note 11 – Commitments The Company is committed under an operating lease for its premises. The lease originally called for monthly payments of $6,300 plus 55% of operating expenses until May 31, 2015. The lease was amended to provide for monthly payments of $7,500 plus 100% of operating expenses thereafter, until the lease was to have expired June 30, 2016. On June 1, 2016, the lease was amended to extend its term until June 30, 2018, without changing its other terms. The Company is in current negotiations to extend the lease. In conjunction with the Asset Purchase Agreement referred to in Note 4, the Company agrees to purchase a minimum of 30,000 units of product per month. The minimum purchase shall increase by 10% every annual anniversary of the Effective Date and expires on April 30, 2031.

Subsequent events

Subsequent events	6 Months Ended
	Jun. 30, 2018
Subsequent Events [Abstract]
Subsequent events	Note 12 – Subsequent Events The Company received an advance of $20,000 from one of its stockholders, who is a related party, in July 2018.

Summary of Significant Accoun18

Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2018
Accounting Policies [Abstract]
Basis of Presentation and Principals of Consolidation	Basis of Presentation and Principals of Consolidation The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the United States Securities and Exchange Commission (the “SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of the Company’s management, the accompanying unaudited financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of June 30, 2018, and the results of operations and cash flows for the periods presented. The results of operations for the three and six months ended June 30, 2018, are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited consolidated financial statements should be read in conjunction with the financial statements and related notes thereto included in the Form 10-K for the year ended December 31, 2017, filed with the SEC on April 2, 2018. The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated.
Use of Estimates	Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. Certain of the Company’s estimates could be affected by external conditions, including those unique to its industry, and general economic conditions. It is possible that these external factors could have an effect on the Company’s estimates that could cause actual results to differ from its estimates. The Company re-evaluates all of its accounting estimates at least quarterly based on these conditions and record adjustments when necessary.
Cash	Cash The Company considers all short-term highly liquid investments with an original maturity at the date of purchase of three months or less to be cash equivalents.
Revenue Recognition	Revenue Recognition In May 2014 the FASB issued Accounting Standards Update (ASU) No. 20 l4-09, Revenue from Contracts with Customers (Topic 606), which supersedes all existing revenue recognition requirements, including most industry specific guidance. This new standard requires a company to recognize revenues when it transfers goods or services to customers in an amount that reflects the consideration that the company expects to receive for those goods or services. The FASB subsequently issued the following amendments to ASU No. 2014-09 that have the same effective date and transition date: ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606) Principal versus Agent Considerations Revenue from Contracts with Customers (Topic 606) Identifying Performance Obligations and Licensing Revenue from Contracts with Customers (Topic 606) Narrow-Scope Improvements and Practical Expedients Revenue from Contracts with Customers The new revenue standards became effective for the Company on January 1, 2018, and were adopted using the modified retrospective method. The adoption of the new revenue standards as of January 1, 2018, did not change the Company's revenue recognition as the majority of its revenues continue to be recognized when the customer takes control of its product. As the Company did not identify any accounting changes that impacted the amount of reported revenues with respect to its product revenues, no adjustment to retained earnings was required upon adoption. Under the new revenue standards. the Company recognizes revenues when its customer obtains control of promised goods or services, in an amount that reflects the consideration which it expects to receive in exchange for those goods. The Company recognizes revenues following the five step model prescribed under ASU No. 2014-09: (i) identify contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenues when (or as) the Company satisfies the performance obligation. Revenues from product sales are recognized when the customer obtains control of the Company's product, which occurs at a point in time, typically upon delivery to the customer. The Company expenses incremental costs of obtaining a contract as and when incurred if the expected amortization period of the asset that it would have recognized is one year or less or the amount is immaterial.
Inventories	Inventories Inventories, which consist of the Company’s product held for resale, are stated at the lower of cost, determined using the first-in first-out, and net realizable value. Net realizable value is the estimated selling price, in the ordinary course of business, less estimated costs to complete and dispose of the product. If the Company identifies excess, obsolete or unsalable items, its inventories are written down to their realizable value in the period in which the impairment is first identified. Shipping and handling costs incurred for inventory purchases and product shipments are recorded in cost of sales in the Company’s statements of operations.
Fair Value Measurements	Fair Value Measurements The Company adopted the provisions of ASC Topic 820, Fair Value Measurements and Disclosures, The estimated fair value of certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. The carrying amounts of our short- and long-term credit obligations approximate fair value because the effective yields on these obligations, which include contractual interest rates taken together with other features such as concurrent issuances of warrants and/or embedded conversion options, are comparable to rates of returns for instruments of similar credit risk. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1 – Quoted prices in active markets for identical assets or liabilities Level 2 – Quoted prices for similar assets and liabilities in active markets or inputs that are observable Level 3 – Inputs that are unobservable (for example cash flow modeling inputs based on assumptions) The derivative liability in connection with the conversion feature of the convertible debt, classified as a Level 3 liability, is the only financial liability measure at fair value on a recurring basis. The change in the Level 3 financial instrument is as follows: Balance, January 1, 2018 $ 25,275 · Converted during the Period — · Change in fair value recognized in opearations (2,131 ) Balance, June 30, 2018 $ 23,144
Property and Equipment	Property and Equipment Property and equipment is stated at cost less accumulated depreciation. Depreciation is provided for on a straight-line basis over the useful lives of the assets. For furniture and fixtures the useful life is 5 years, Leasehold Improvements are depreciated over the 2-year lease term. Expenditures for additions and improvements are capitalized; repairs and maintenance are expensed as incurred. For patents, the useful life is the life of the patent.
Convertible Instruments	Convertible Instruments The Company evaluates and accounts for conversion options embedded in convertible instruments in accordance with ASC 815, Derivatives and Hedging Activities. Applicable GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free-standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The Company accounts for convertible instruments (when it has been determined that the embedded conversion options should not be bifurcated from their host instruments) as follows: The Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption. The Company accounts for the conversion of convertible debt when a conversion option has been bifurcated using the general extinguishment standards. The debt and equity linked derivatives are removed at their carrying amounts and the shares issued are measured at their then-current fair value, with any difference recorded as a gain or loss on extinguishment of the two separate accounting liabilities. During the six months ended June 30, 2018, there were no conversions of convertible debt.
Advertising	Advertising Advertising and marketing expenses are charged to operations as incurred.
Income Taxes	Income Taxes The Company use the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, Income Taxes. ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The Company has no material uncertain tax positions.
Recent accounting pronouncements	Recent accounting pronouncements The Company does not believe there are any recently issued, but not yet effective; accounting standards that would have a significant impact on the Company’s financial position or results of operations.

Summary of Significant Accoun19

Summary of Significant Accounting Policies (Tables)	6 Months Ended
	Jun. 30, 2018
Summary Of Significant Accounting Policies Tables
Fair value measurements	Balance, January 1, 2018 $ 25,275 · Converted during the Period — · Change in fair value recognized in opearations (2,131 ) Balance, June 30, 2018 $ 23,144

Summary of Significant Accoun20

Summary of Significant Accounting Policies (Details)	Jun. 30, 2018USD ($)
Summary Of Significant Accounting Policies Details
Balance, January 1, 2018	$ 25,275
• Converted during the Year
• Change in fair value recognized in operations	(2,131)
Balance, June 30, 2018	$ 23,144

Going Concern (Details Narrativ

Going Concern (Details Narrative)	Jun. 30, 2018USD ($)
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Working Capital Deficit	$ 763,641

Concentrations (Details Narrati

Concentrations (Details Narrative)	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Risks and Uncertainties [Abstract]
Concentration risk percentage	7.00%	21.00%	11.00%	17.00%