Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Apr. 16, 2019 | Jun. 30, 2018 | |
Document And Entity Information | |||
Entity Registrant Name | GSRX INDUSTRIES INC. | ||
Entity Central Index Key | 0001381240 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2018 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity a Well-known Seasoned Issuer | No | ||
Entity a Voluntary Filer | Yes | ||
Entity's Reporting Status 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 | $ 158,701,511 | ||
Entity Common Stock, Shares Outstanding | 59,086,236 | ||
Trading Symbol | GSRX | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2018 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Current Assets | ||
Cash | $ 1,313,645 | $ 4,645 |
Cash, held in escrow | 6,753,373 | |
Accounts Receivable | 37,090 | |
Inventory | 360,460 | |
Prepaid Inventory | 514,515 | |
Prepaid Expenses | 23,800 | 20,650 |
Total Current Assets | 2,249,510 | 6,778,668 |
Fixed Assets | ||
Furniture, Fixtures and Equipment | 464,832 | |
Building, Land and Leasehold Improvements | 2,197,191 | |
Accumulated Depreciation | (108,421) | |
Total Net Fixed Assets | 2,553,602 | |
Other Assets | ||
Licenses (Note 5) | 812,300 | 503,000 |
Deposits | 399,551 | 7,300 |
Patent Application Costs (Note 8) | 1,808,388 | |
Construction in Progress (Note 6) | 777,294 | 241,627 |
Total Other Assets | 3,797,533 | 751,927 |
Total Assets | 8,600,645 | 7,530,595 |
Current Liabilities | ||
Accounts Payable | 721,939 | 222,515 |
Accrued Expenses | 1,463 | |
Advances Payable | 1,100 | 1,000 |
Total Current Liabilities | 724,502 | 223,515 |
Total Liabilities | 724,502 | 223,515 |
Commitments and Contingencies (Note 9) | ||
Stockholders' Equity (Note 3) | ||
Preferred Stock, convertible, $.001 par value; 1,000 shares authorized; 1,000 issued and outstanding as of December 31, 2018 and December 31, 2017, respectively | 1 | 1 |
Common Stock $.001 par value 100,000,000 authorized; 45,235,533 and 40,817,870 issued and outstanding; 799,770 and 0 authorized but not issued; 0 and 77,167 held in in escrow and not issued as of December 31,2018 and 2017, respectively | 46,036 | 40,895 |
Additional paid-in capital | 49,750,553 | 33,349,144 |
Retained Deficit | (42,322,236) | (26,082,960) |
Equity Attributable to GSRX Industries Inc. | 7,474,354 | 7,307,080 |
Non-Controlling Interest | 401,789 | |
Total Stockholders' Equity | 7,876,143 | 7,307,080 |
Total Liabilities and Stockholders' Equity | $ 8,600,645 | $ 7,530,595 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 1,000 | 1,000 |
Preferred stock, shares issued | 1,000 | 1,000 |
Preferred stock, shares outstanding | 1,000 | 1,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 45,235,533 | 40,817,870 |
Common stock, shares outstanding | 45,235,533 | 40,817,870 |
Number of shares authorized but not issued | 799,770 | 0 |
Number of shares held in escrow | 0 | 77,167 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Revenues | ||
Revenues | $ 2,681,530 | |
Cost of Goods Sold | 1,538,445 | |
Gross Profit | 1,143,085 | |
Operating Expenses | ||
Consulting Fees | 1,303,413 | 244,175 |
General and Administrative | 4,267,945 | 538,974 |
Professional Fees | 1,077,093 | 442,272 |
Depreciation Expense | 108,421 | |
Stock Based Compensation (Note 3) | ||
Consulting Fees | 11,299,507 | 14,082,139 |
Investor Relations | 8,093,500 | |
Professional Fees | 2,681,900 | |
Total Stock based compensation | 11,299,507 | 24,857,539 |
Total Operating Expenses | 18,056,379 | 26,082,960 |
Loss from Operations | (16,913,294) | (26,082,960) |
Other Income (Expenses) | ||
Rent Income | 62,186 | |
Total Other Income (Expenses) | 62,186 | |
Loss From Operations Before Provision for Income Taxes | (16,851,108) | (26,082,960) |
Provision for Income Taxes (Note 4) | ||
Net Loss | (16,851,108) | (26,082,960) |
Net Loss Attributable to Non-Controlling Interest | (611,832) | |
Net Loss Attributable to GSRX Industries Inc. | $ (16,239,276) | $ (26,082,960) |
Basic loss per share | $ (0.37) | $ (1.33) |
Weighted average number of common shares outstanding | 43,551,840 | 19,622,890 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Stockholders' Equity - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Deficit [Member] | Non-Controlling Interest [Member] | Total |
Balance at Dec. 31, 2016 | $ 248 | $ (248) | ||||
Balance, shares at Dec. 31, 2016 | 247,554 | |||||
Capitalization of Subsidiary | 1,000 | 1,000 | ||||
Effect of Share Exchange Agreement on May 11, 2017 Shares issued to Peach Management, LLC | $ 1 | $ 16,691 | (16,692) | |||
Effect of Share Exchange Agreement on May 11, 2017 Shares issued to Peach Management, LLC, shares | 1,000 | 16,690,912 | ||||
Effect of Debt Exchange Agreement on May 11, 2017 Shares issued to Peter Zachariou | $ 1,600 | (1,600) | ||||
Effect of Debt Exchange Agreement on May 11, 2017 Shares issued to Peter Zachariou, shares | 1,600,000 | |||||
Issuance of Shares and Warrants for Cash | $ 15,536 | 8,284,464 | 8,300,000 | |||
Issuance of Shares and Warrants for Cash, shares | 15,536,832 | |||||
Issuance of Shares for Services | $ 6,743 | 24,540,797 | 24,547,540 | |||
Issuance of Shares for Services, shares | 6,742,572 | |||||
Funds Held in Escrow for Shares Not Issued | $ 77 | 231,423 | $ 231,500 | |||
Funds Held in Escrow for Shares Not Issued, shares | 77,167 | |||||
Issuance of Warrants for Services | 310,000 | $ 310,000 | ||||
Net Loss | (26,082,960) | (26,082,960) | ||||
Balance at Dec. 31, 2017 | $ 1 | $ 40,895 | 33,349,144 | (26,082,960) | 7,307,080 | |
Balance, shares at Dec. 31, 2017 | 1,000 | 40,895,037 | ||||
Issuance of Shares and Warrants for Cash | $ 155 | 465,345 | 465,500 | |||
Issuance of Shares and Warrants for Cash, shares | 155,167 | |||||
Issuance of Shares for Cash | $ 1,965 | 4,352,299 | 4,354,264 | |||
Issuance of Shares for Cash, shares | 1,964,104 | |||||
Issuance of Shares for Services | $ 2,021 | 10,017,855 | 10,019,876 | |||
Issuance of Shares for Services, shares | 2,021,225 | |||||
Shares Authorized for Services, Not Issued as of Statement Date | $ 800 | 1,278,831 | 1,279,631 | |||
Shares Authorized for Services, Not Issued as of Statement Date, shares | 799,770 | |||||
Shares Issued for Purchase of Patents | $ 200 | 949,800 | 950,000 | |||
Shares Issued for Purchase of Patents, shares | 200,000 | |||||
Recognition of Non-Controlling Interest Attributable to Spirulinex, LLC | (662,721) | 662,721 | ||||
Capital Contributed by Non-Controlling Interests | 350,900 | 350,900 | ||||
Net Loss | (16,239,276) | (611,832) | (16,851,108) | |||
Balance at Dec. 31, 2018 | $ 1 | $ 46,036 | $ 49,750,553 | $ (42,322,236) | $ 401,789 | $ 7,876,143 |
Balance, shares at Dec. 31, 2018 | 1,000 | 46,035,303 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Cash Flow from Operating Activities | ||
Net Loss | $ (16,851,108) | $ (26,082,960) |
Adjustments to Reconcile Net Loss to Net Cash used in Operating Activities | ||
Issuance of Common Stock for Services | 11,299,507 | 24,857,540 |
Depreciation Expense | 108,421 | |
Changes in Operating Assets and Liabilities: | ||
Accounts Receivable | (37,090) | |
Inventory | (360,460) | |
Prepaid Inventory | (514,515) | |
Prepaid Expenses | (3,150) | (20,650) |
Accounts Payable | 499,424 | 222,515 |
Rent Deposit | (7,300) | |
Accrued Expenses | 1,463 | |
Net Cash Used in Operating Activities | (5,857,508) | (1,030,855) |
Cash Flow from Investing Activities | ||
Deposit | (392,251) | |
Fixed Assets | (2,662,023) | |
Licenses | (309,300) | (503,000) |
Patent Application Costs | (858,388) | |
Construction in Progress | (535,667) | (241,627) |
Net Cash Used in Investing Activities | (4,757,629) | (744,627) |
Cash Flow from Financing Activities | ||
Issuance of Common Stock for Cash | 4,819,764 | 8,300,000 |
Funds Held in Escrow for Shares not Issued | 231,500 | |
Advances Payable | 100 | 1,000 |
Cash Contributed by Non-controlling Interests | 350,900 | |
Capitalization of Subsidiary for Prepaid Expenses | 1,000 | |
Advances Payable, Related Party | 170,734 | |
Advances Payable, Related Party | (170,734) | |
Net Cash Provided by Financing Activities | 5,170,764 | 8,533,500 |
Net Increase (Decrease) in Cash | (5,444,373) | 6,758,018 |
Cash at Beginning of Period | 6,758,018 | |
Cash at End of Period | 1,313,645 | 6,758,018 |
Cash paid during the period for: | ||
Interest | ||
Income Taxes | ||
Supplemental Disclosure of Non-cash Investing and Financing Activities | ||
Shares issued for Patent Application Costs | 950,000 | |
Common stock issued for Share Exchange Agreement | 16,691 | |
Common stock issued for Debt Exchange Agreement | $ 1,600 |
Nature of Operations
Nature of Operations | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations | 1. Nature of Operations GSRX Industries Inc. (“the Company”) is a Nevada corporation formed under the name Cyberspace Vita, Inc. (“Cyberspace”) on November 7, 2006. Cyberspace’s initial business plan was related to the online sale of vitamins and supplements. On May 11, 2017, the Company entered into a share exchange agreement (the “Exchange Agreement”) with Peter Zachariou, the majority shareholder of Cyberspace (the “Shareholder”), Project 1493, LLC, a limited liability company organized under the laws of the Commonwealth of Puerto Rico (“1493”), and Peach Management, LLC (“Peach”) the sole member of 1493 (the “Member”), pursuant to which the Member transferred all of the outstanding membership interests of 1493 to the Company in exchange for 16,690,912 restricted shares of common stock of the Company (the “Exchange Shares”), warrants to purchase up to 3,000,000 shares of common stock at an exercise price of $0.50 per share for a period of three (3) years from the date of issuance (the “Exchange Warrants”) and 1,000 shares of Series A Preferred Stock that grants the holders thereof fifty-one percent (51%) voting power (the “Preferred Shares” and together with the Exchange Shares, and the Exchange Warrants, the “Exchange Securities”). As a result of the Exchange Agreement, 1493 became a wholly-owned subsidiary of the Company, and the business of 1493 became the business of the Company. At the time of the Exchange Agreement, Cyberspace was not engaged in any business activity. The Company accounted for the acquisition of 1493 as a reverse merger and all prior periods presented are those of 1493. On June 21, 2018, the Board of Directors of GSRX Industries Inc. (the “Company”) unanimously adopted amended and restated Bylaws of the Company (the “Amended and Restated Bylaws”), to, among other things, conform certain provisions of the Amended and Restated Bylaws to the Company’s Amended Articles of Incorporation and the Nevada Revised Statutes, as well as to revise the procedures relating to action by written consent of the Company’s stockholders. On June 22, 2018 the Board of Directors approved the resolution to change the name of the Corporation from “Green Spirit Industries Inc.” to “GSRX Industries Inc.” in order to reflect the nature of the corporation following consummation of the share exchange. The name change became effective July 16, 2018. Project 1493, LLC (“1493”) was organized under the laws of the Commonwealth of Puerto Rico on March 17, 2017. The Company was formerly known as Grey Finland Advisors, LLC (“Grey”), which was organized under the laws of the Commonwealth of Puerto Rico on March 24, 2011, and has had no operations since that time. 1493 filed a Certificate of Restoration on March 17, 2017 and elected to change its name to Project 1493, LLC. Andalucia 511, LLC (“511”) was organized under the laws of the Commonwealth of Puerto Rico on March 19, 2018. 511 was formed for the purpose of purchasing the building at 51 McLeary, San Juan, Puerto Rico. Spirulinex, LLC (“Spirulinex”) was organized under the laws of the State of California on October 12, 2017and had no operations since its inception. On March 3, 2018, the Company entered into an operating agreement with Solunas Aqua Corp., a California corporation (“Solunas”). Spirulinex was formed as a limited liability company between the Company and Solunas for the purpose of carrying out the manufacturing cannabis and cannabinoid products for distribution in the State of California. Sunset Connect Oakland, LLC (“Sunset”) was organized under the laws of the State of California on December 13, 2017 and had no operations since its inception. On March 26, 2018, the Company entered into an operating agreement with Sunset Connect SF, Inc. (formerly Happy VA Corp.), a California corporation (“Happy”). Sunset was formed as a limited liability company between the Company and Happy for the purpose of carrying out the growing of cannabis for distribution in the State of California. Green Spirit Essentials, LLC (“GS Essentials”) was organized under the laws of the State of California on December 12, 2017 and had no operations since its inception. On March 26, 2018, the Company entered into an operating agreement with Sunset Connect SF, Inc. (formerly Happy VA Corp.), a California corporation (“Happy”). GS Essemtials was formed as a limited liability company between the Company and Happy for the purpose of carrying out the extraction of cannabis oils for distribution in the State of California. Green Spirit Mendocino, LLC (“Mendocino”) was organized under the laws of the State of California on December 8, 2017 and had no operations since inception. The Company entered into an operating agreement with Mendocino on March 26, 2018. The Company is the sole member of Mendocino. On March 7, 2018, Mendocino entered into an asset purchase agreement with a third-party seller, pursuant to which Mendocino acquired all of the assets relating to a non-operating retail cannabis lease in Point Arena, Mendocino County, California for total cash consideration of $350,000. Mendocino began operations on April 2, 2018. 138 Main Street PA, LLC (“138 Main”) was organized under the laws of the State of California on March 16, 2018. 138 Main was formed for the purpose of purchasing the building at 138 Main Street, Point Arena, California. The closing of the purchase was on May 22, 2018. 138 Main will lease the building to Mendocino for $1,200 per month. Point Arena Supply Co. LLC (“PASC”) was organized under the laws of the State of California on March 29, 2018. PASC was formed for the purpose of banking and depository account for Green Spirit Mendocino, LLC. GSRX SUSPES, LLC (“SUSPES”) was organized under the laws of the State of California on April 3, 2018. SUSPES was formed for the purpose of payroll management for the operations in California. All Natural CBDs LLC (“ANC”) was organized under the laws of the State of Texas on October 8, 2018. ANC changed its name to Pure Natural CBDs LLC on October 16, 2018. Pure Natural CBDs LLC changed its name to Pure and Natural CBDs, LLC on October 17, 2018. Pure and Natural CBDs, LLC changed its name to Pure and Natural CBD, LLC on November 8, 2018. Pure and Natural CBD, LLC changed its name to Pure and Natural, LLC (“PaN”) on November 20, 2018. PaN was formed for the purpose of being the manager/operator of joint ventures in Texas and Tennessee; and wholesale and retail sales through its website, “getpureandnatural.com”. Ukiah Supply Co. LLC (“Ukiah”) was organized under the laws of the State of California on November 2, 2018. Ukiah was formed for the opportunity of leasing a building and operating a cannabis dispensary in Ukiah, California. Ukiah withdrew from the opportunity and is currently an inactive company. Point Arena Manufacturing, LLC (“PAM”) was organized under the laws of the State of California on November 21, 2018. PAM was formed for the purpose of manufacturing cannabis products in Point Arena, California. PAM has leased a building at 165 Main St., Point Arena, California and was given a conditional Local Approval to proceed and has a Temporary State License, set to expire on April 16, 2019. Point Arena Distribution, LLC (“PAD”) was organized under the laws of the State of California on November 21, 2018. PAM was formed for the purpose of distributing cannabis products from manufacturers and growers to retail operations in California. PAD was given a conditional Local Approval to proceed has a Temporary State License, set to expire on July 9, 2019. Pure and Natural-Lakeway, LLC (“Lakeway”) was organized under the laws of the State of Texas on December 4, 2018. Lakeway was formed for the purpose of operating a CBD retail operation in Lakeway, Texas. Pure and Natural One-TN, LLC (“PaN One”) was organized under the laws of the State of Tennessee on February 5, 2019. PaN One was formed for the purpose of operating CBD retail operations in Tennessee. PaN One opened its first kiosk location in Governor’s Square Mall in Clarksville, Tennessee on February 9, 2019. Green Room Palm Springs LLC (“GRPS”) was organized under the laws of the State of California on March 4, 2019. GRPS was formed for the purpose of operating a cannabis dispensary in Palm Springs, California. The Company is in the business of acquiring, developing and operating medical cannabis dispensaries throughout Puerto Rico; cannabis related businesses in California and real estate leasing in Puerto Rico and California. To date, the Company has acquired all of the legal rights, permits, licenses, leasing contracts and assets of pre-qualified medical cannabis dispensaries pursuant to three Final Purchasing Agreements (“FPA”). The Company entered into the FPA’s with holders of licenses to operate medicinal cannabis dispensaries in Puerto Rico. Pursuant to the FPAs, the Company acquired all of the legal rights, permits, pre-qualification licenses, and leases for five (5) medicinal cannabis dispensaries. The pre-qualification licenses do not allow the holder to open a dispensary, but instead offers the opportunity to go through the qualifying steps in order to obtain the requisite operating permit necessary to open the dispensary. Such steps include proving financial viability, background checks, application of the final permit, proof of certificate of occupancy, employment of a security firm, installation of security cameras, and other similar compliance matters. The Company began operations in five dispensaries as follows: Location State/Territory Date Opened Purchase Price Dorado Puerto Rico March 28, 2018 $ 100,000 Fajardo Puerto Rico December 28, 2018 $ 100,000 Carolina Puerto Rico June 1, 2018 $ 100,000 Hato Rey Puerto Rico June 1, 2018 $ 128,000 San Juan Puerto Rico October 2, 2018 $ 75,000 The FPA’s have an indefinite life and are not being amortized. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Principles of Consolidation The consolidated financial statements through December 31, 2018 include the accounts of the Company and the following entities, all of which have fiscal year ends of December 31. (Note 1). ● 100% owned subsidiary, Project 1493, LLC; ● 100% owned subsidiary, Andalucia 511, LLC; ● 51% majority owned subsidiary, Spirulinex, LLC; ● 55% majority owned subsidiary, Sunset Connect Oakland, LLC; ● 55% majority owned, Green Spirit Essentials, LLC; ● 100% owned subsidiary, Green Spirit Mendocino, LLC; and ● 100% owned subsidiary, 138 Main Street PA, LLC. ● 100% owned subsidiary, GSRX SUPES, LLC ● 100% owned subsidiary, Point Arena Supply Co., LLC ● 100% owned subsidiary, Ukiah Supply Company, LLC ● 100% owned subsidiary, Pure and Natural, LLC ● 100% owned subsidiary, Point Arena Manufacturing, LLC ● 100% owned subsidiary, Point Arena Distribution, LLC ● 51% majority owned subsidiary, Pure and Natural-Lakeway, LLC ● 51% majority owned subsidiary, Pure and Natural One-TN, LLC Use of Estimates and Assumptions The preparation of the consolidated financial statements that are in conformity with U.S. generally accepted accounting principles 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 date of the consolidated financial statements. Cash and Cash Equivalents The Company considers all cash on hand, cash in banks and all highly liquid debt instruments purchased with a maturity of three months at purchase or less to be cash and cash equivalents. At times, cash and cash equivalent balances at a limited number of banks and financial institutions may exceed insurable amounts. At December 31, 2018 the Company had $555,546 in excess of FDIC depository insurance coverage. The Company believes it mitigates its risks by depositing cash or investing in cash equivalents in major financial institutions. Revenue Recognition In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers.” This new standard replaced most existing revenue recognition guidance in U.S. GAAP and codified guidance under FASB Topic 606. The underlying principle of this new guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration that the entity expects to be entitled to receive in exchange for those goods or services. The Company adopted ASU No. 2014-09 as of January 1, 2018 using the modified retrospective method. Results for the reporting period beginning after January 1, 2018 are presented under Topic 606, while prior period amounts continue to be reported in accordance with the Company’s historic accounting practices under previous guidance. However, given the nature of the Company’s products and the terms and conditions applicable to sales to its customers, the timing and amount of revenue recognized based on the underlying principles of ASU No. 2014-09 are consistent with the Company’s revenue recognition policy under previous guidance. The Company incurs costs associated with product distribution, such as freight and handling costs. The Company has elected to treat these costs as fulfillment activities and recognizes these costs at the same time that it recognizes the underlying product revenue. As this policy election is in line with the Company’s previous accounting practices, the treatment of shipping and handling activities under Topic 606 did not have any impact on the Company’s results of operations, financial condition and/or financial statement disclosures. In accordance with the new guidance, the Company recognizes revenue at an amount that reflects the consideration that the Company expects to be entitled to receive in exchange for transferring goods or services to its customers. The Company’s policy is to record revenue when control of the goods transfers to the customer. In limited instances when products are sold under consignment arrangements, the Company does not recognize revenue until control over such products has transferred to the end consumer. The following table presents the Company’s revenues disaggregated by type and by state/territory: For the Year Ended December 31, 2018 2017 Revenues by Type Wholesale $ 135,269 $ - Retail 2,546,261 - Total $ 2,681,530 $ - For the Year Ended December 31, 2018 2017 Revenues by State/Territory California $ 502,412 $ - Texas 13,823 Puerto Rico 2,165,295 - Total $ 2,681,530 $ - Accounts Receivable The Company carries its accounts receivable at their estimated realizable amounts and periodically evaluates the credit condition of its customers. The allowance for uncollectible accounts receivable is based on the Company’s historical bad debt experience and on management’s evaluation of collectability of the individual outstanding balances. As of December 31, 2018, the Company had not identified any uncollectible accounts. Inventory The Company’s inventory is stated at the lower of cost or market. Inventory consists of cannabis products, such as flower, edibles, creams, oils and cannabis accessories as pipes, bowls and cartridges; and CBD products, such as soft gels, tinctures, balms, pain cream and vape pens. Inventory is comprised of the following items: As of December 31, 2018 2017 Finished goods – flower $ 137,592 $ 0 Finished goods – cannabis products 191,468 0 Finished goods – CBD products 31,400 0 Total $ 360,460 $ 0 As of December 31, 2018, the Company had paid for inventory which had not been delivered in the amount of $517,015. Fixed Assets Fixed assets are recorded at cost and are depreciated using the straight-line method over estimated useful lives as follows: Type of Asset Estimated Life Furniture, Fixtures and Equipment 5 – 10 years Building and Leasehold improvements 5 - 25 years Intangible Costs The Company incurred costs related to Patent Application Costs during the year ended December 31, 2018, consisting of $1,808,388 of legal fees. The patent applications will continue to be filed over the next several quarters. As the patents have not been issued as of December 31, 2018, no amortization has been applied against the patent costs. If the patents are approved, the Company will amortize the patent application costs over their useful lives. If the patents are not approved, the patent application costs will be expensed and charged against income. (Note 8). Share based Compensation Compensation cost relating to share-based payment transactions (including the cost of all employee stock options) is required to be recognized in the consolidated financial statements and covers a wide range of share-based compensation arrangements including share options, restricted share plans, performance-based awards, share appreciation rights, and employee share purchase plans. That cost is measured based on the estimated fair value of the equity or liability instruments issued. (See Note 3). Fair Value of Financial Instruments The carrying value of the Company’s current liabilities approximates fair value because of the short maturity of these instruments. Unless otherwise noted, it is management’s opinion the Company is not exposed, except for cash balances in excess of the FDIC depository insurance coverage, to significant interest, currency or credit risks arising from these financial instruments. Income Taxes The Company follows the accrual method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on the deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company was organized under the laws of Nevada and therefore will be taxed at statutory U.S. federal corporate income tax rates. Basic Earnings per Share The Company computes net loss per share in accordance with FASB ASC 260 “Earnings per Share”, which specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held common stock. Basic net loss per share amounts are computed by dividing the net loss by the weighted average number of common shares outstanding. Potentially dilutive securities have been excluded from the Company’s earnings per share calculation due to the effect of being anti-dilutive. The total number of potentially dilutive securities which have been excluded is 6,788,596. (Note 3). Recent Accounting Pronouncements As of December 31, 2018 and through April 15, 2019, there were several new accounting pronouncements issued by the Financial Accounting Standards Board. Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s financial position or future operating results. The Company will monitor these emerging issues to assess any potential future impact on its financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). This standard requires all leases that have a term of over 12 months to be recognized on the balance sheet with the liability for lease payments and the corresponding right-of-use asset initially measured at the present value of amounts expected to be paid over the term. Recognition of the costs of these leases on the income statement will be dependent upon their classification as either an operating or a financing lease. Costs of an operating lease will continue to be recognized as a single operating expense on a straight-line basis over the lease term. This standard is effective for our interim and annual periods beginning January 1, 2019, and must be applied on a modified retrospective basis to leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. Early adoption is permitted. We are currently evaluating the timing of adoption and the potential impact of this standard on our consolidated financial position. We believe this will have a material impact on our results of operations. |
Equity
Equity | 12 Months Ended |
Dec. 31, 2018 | |
Stockholders' Equity Note [Abstract] | |
Equity | 3. Equity Authorized and Outstanding Capital Stock The Company has authorized 100,000,000 shares of common stock, par value $0.001, of which 45,235,533 are currently issued and outstanding; an additional 799,770 shares were authorized but not issued for consulting fees as of December 31, 2018. The Company currently has 9,999,000 shares of “blank check” preferred stock, and 1,000 shares of Series A Preferred Stock which are issued and outstanding. Common Stock The holders of common stock are entitled to one vote per share. In addition, the holders of the common stock will be entitled to receive ratably dividends, if any, declared by the board of directors out of legally available funds; however, the current policy of the board of directors is to retain earnings, if any, for operations and growth. Upon liquidation, dissolution or winding-up, the holders of common stock will be entitled to share ratably in all assets that are legally available for distribution. The holders of common stock will have no preemptive, subscription, redemption or conversion rights. The rights, preferences and privileges of holders of common stock will be subject to, and may be adversely affected by, the rights of the holders of any series of preferred stock, which may be designated solely by action of the board of directors and issued in the future. The following table illustrates the common stock transactions for the year ended December 31, 2018: Category Preferred Shares Common Shares Cash, common shares 0 2,211,271 Services 0 1,929,225 Services, authorized but not issued 0 799,770 Patents 0 200,000 Total 0 5,140,266 The following table illustrates the common stock transactions for the year ended December 31, 2017: Category Preferred Shares Common Shares Cash, common shares 0 15,784,386 Cash, common shares held in escrow 0 77,167 Share Exchange Agreement 1,000 16,690,912 Debt Exchange Agreement 0 1,600,000 Services 0 6,742,572 Total 1,000 40,895,037 During the year ended December 31, 2018 the Company issued 32,556 shares to Dr. Harlan Ribnik, Board Director, per letter agreement dated February 12, 2018. In connection with the appointment of Dr. Ribnik, the Board authorized to pay Dr. Ribnik compensation as a member of the Board of the Company a quarterly fee of shares of the Company’s Common Stock in an amount equal to One Thousand Five Hundred Dollars ($1,500) based on the market price per share of the Company’s Common Stock on the last trading day of each quarter. During the year ended December 31, 2018 the Company issued 32,556 shares to Steve Farkas, Board Director, per letter agreement dated February 12, 2018. In connection with the appointment of Mr. Farkas, the Board authorized to pay Mr. Farkas compensation as a member of the Board of the Company’s as follows: (i) a monthly fee of One Thousand Dollars ($1,000); and (ii) a quarterly fee of shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), in an amount equal to One Thousand Five Hundred Dollars ($1,500) based on the market price per share of the Company’s Common Stock on the last trading day of each quarter. During the year ended December 31, 2018 the Company issued 15,000 shares to Luis Toledo-Bayouth, Non-Executive Board Advisory Consultant, per letter agreement dated April 17, 2018. In connection with the appointment of Mr. Toledo-Bayouth, the Board authorized to pay Mr. Toledo-Bayouth compensation as a member of the Advisory Board of the Company as follows: 5,000 restricted shares of common stock, par value $0.001 per share (the “Common Stock”) every quarter for the duration of his term as Non-Executive Board Advisory Consultant. During the year ended December 31, 2018 the Company issued 15,000 shares to Juan Bauza Salas, Non-Executive Board Advisory Consultant, per letter agreement dated April 17, 2018. In connection with the appointment of Mr. Salas, the Board authorized to pay Mr. Salas compensation as a member of the Advisory Board of the Company as follows: (i) a monthly fee of Three Thousand Dollars ($3,000); and (ii) 5,000 restricted shares of common stock, par value $0.001 per share (the “Common Stock”) every quarter for the duration of his term as Non-Executive Board Advisory Consultant. During the year ended December 31, 2018 the Company issued 5,250 shares to Jeffrey Jump, Non-Executive Board Advisory Consultant, per letter agreement dated May 31, 2018. In connection with the appointment of Mr. Jump, the Board authorized to pay Mr. Jump compensation as a member of the Advisory Board of the Company as follows: 1,750 restricted shares of common stock, par value $0.001 per share (the “Common Stock”) every quarter for the duration of his term as Non-Executive Board Advisory Consultant. On December 28, 2017, the Company appointed Alexander Zhilenkov as a Non-Executive Board Advisory Consultant. In this capacity, Mr. Zhilenkov will provide support and strategic advice to the Company in identifying new business opportunities and expanding its operations geographically. In consideration for the services to be provided, the Company agreed to issue Mr. Zhilenkov an aggregate of 2,358,431 shares of common stock, par value $0.001 per share, payable annually over a three-year period, subject to continuous service as a board advisory consultant. As per the agreement, the Company issued 786,144 shares during the years ended December 31, 2018 and 2017 to Mr. Zhilenkov. During the year ended December 31, 2018, consultants received 87,489 shares of common stock for legal, professional, public relations, social media, investor relations and marketing services provided for the Company. During the year ended December 31, 2018, the Company authorized the issuance of 375,000 shares of common stock Leslie Ball, Chief Executive Officer for services rendered to the Company. During the year ended December 31, 2018, the Company authorized the issuance of 815,000 shares of common stock to Peach Management, LLC (Note 7) for services rendered to the Company. During the year ended December 31, 2018, the Company authorized the issuance of 565,000 shares of common stock to Thomas Gingerich, Chief Financial Officer (Note 7), for services rendered to the Company. Series A Preferred Stock The holder of Series A Preferred Stock shall have full voting rights and shall vote together as a single class with the holders of the Company’s common stock. The holder of Series A Preferred Stock is entitled to fifty-one percent (51%) of the total votes on all matters brought before shareholders of the Company, regardless of the actual number of shares of Series A Preferred Stock then outstanding. In addition, the Company is prohibited from issuing any other class of preferred stock without first obtaining the prior approval of the holders of Series A Preferred Stock. All Series A Preferred stock issued and outstanding is held by Peach Management, LLC. Blank Check Preferred Stock The board of directors will be authorized, subject to any limitations prescribed by law, without further vote or action by the common stockholders, to issue from time to time shares of preferred stock in one or more series. Each series of preferred stock will have the number of shares, designations, preferences, voting powers, qualifications and special or relative rights or privileges as shall be determined by the board of directors, which may include, among others, dividend rights, voting rights, liquidation preferences, conversion rights and preemptive rights. Warrants As of December 31, 2018, the Company had outstanding warrants to purchase 6,788,596 shares of common stock (the “Warrants”). Each Warrant represents the right to purchase one share of common stock at various exercise prices per share for a period of two (2) or three (3) years from the date of issuance. Warrants Issued Exercise Price Expiration Date May 11, 2017 6,038,462 $ .50 May 11, 2020 February 23, 2018 232,334 $ 6.00 February 23, 2021 October 5, 2018 517,800 $ 2.50 October 5, 2020 Total 6,788,596 The Company may issue warrants to non-employees in capital raising transactions or for services. In accordance with guidance in ASC Topic 718, the cost of warrants issued to non-employees is measured on the grant date based on the fair value. The fair value is determined using the Black-Scholes option pricing model. The resulting amount is charged to expense on the straight-line basis over the period in which the Company expects to receive the benefit, which is generally the vesting period. No warrants were issued for compensation during the year ended December 31, 2018. All of the outstanding warrants granted were fully vested on the grant date. February 2018 Stock Offering From November 2017 through February 2018, the Company entered into a subscription agreement (the “February Agreement”) with selected accredited investors (each, an “Investor” and collectively, the “Investors”). Pursuant to the terms of the February Agreement, the Company sold in a private placement (the “February Offering”) an aggregate of 232,334 units (each, a “Unit” and collectively, the “Units”) at a purchase price of $3.00 per Unit. The Offering resulted in $697,000 total gross proceeds. Each Unit consists of (i) one (1) share of the Company’s common stock, par value $0.001 per share (the “Shares”); and (ii) one (1) warrant to purchase shares of the Company’s common stock (each, a “Warrant” and together with the Units, Shares and the common stock issuable upon exercise of the Warrants (the “Warrant Shares”), collectively, the “Securities”). Each Warrant shall be exercisable at any time on or after the date of issuance for a period of three (3) years at an exercise price per share equal to $6.00 per share, subject to adjustment as provided in the Warrant agreement. The offering was closed February 23, 2018. April 2018 Stock Offering In April and May 2018, the Company entered into a subscription agreement (the “April Agreement”) with selected accredited investors. Pursuant to the terms of the April Agreement, the Company offered up to $10,000,000 of shares of the Company’s common stock, par value $0.001 per share, at a purchase price of $3.50 per share (the “April Offering”). In the April Offering, the Company sold 738,504 shares of common stock, par value $0.001 per share, resulting in total gross proceeds of $2,584,765 The Offering closed on June 7, 2018. June 2018 Stock Offering In June and July 2018, the Company entered into a subscription agreement (the “June Agreement”) with selected accredited investors. Pursuant to the terms of the June Agreement, the Company offered up to $2,000,000 of shares of the Company’s common stock, par value $0.001 per share, at a purchase price of $2.50 per share (the “June Offering”). In the June Offering, the Company sold an aggregate of 190,000 shares of common stock, par value $0.001 per share, resulting in total gross proceeds of $475,000. The June Offering closed on July 18, 2018. August 2018 Stock Offering In August, September and October 2018, the Company entered into a subscription agreement (the “August Agreement”) with selected accredited investors. Pursuant to the terms of the August Agreement, the Company offered up to $1,500,000 in units (each, a “Unit” and collectively, the “Units”) at a purchase price of $1.25 per Unit (the “August Offering”). Each Unit consisted of (i) one (1) share of the Company’s common stock, par value $0.001 per share (the “Shares”); and (ii) warrants to purchase shares of the Company’s common stock, par value $0.001 per share (the “ Warrants Non-Controlling Interest The following schedule discloses the effects of changes in the Company’s ownership interest in its subsidiaries on the Company’s equity: For the Year Ended December 31, 2018 Net loss attributable to GSRX Industries Inc. $ (16,239,276 ) Net Loss Attributable to Non-Controlling Interests (611,832 ) Change from net loss attributable to GSRX Industries Inc. and transfers to Non-Controlling Interest $ (16,851,108 ) |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 4. Income Taxes Deferred income taxes are reported using the liability method. Deferred tax assets are recognized for deductible temporary differences and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The following table sets forth the components of estimated net deferred tax assets attributable to the Company’s net operating loss carry forward as of December 31, 2018 and 2017, respectively. 2018 2017 NOL carry forward $ 4,854,000 $ 1,225,000 Less: valuation allowance (4,854,000 ) (1,225,000 ) Net deferred tax asset $ 0 $ 0 A reconciliation of estimated income tax expense at the statutory combined Federal and state income tax rate for the years ended December 31, 2018 and 2017 is as follows: 2018 2017 Income tax expense combined rate 0 % 0 % |
Licenses
Licenses | 12 Months Ended |
Dec. 31, 2018 | |
Licenses | |
Licenses | 5. Licenses On March 7, 2018, Mendocino entered into an asset purchase agreement with a third-party seller, pursuant to which Mendocino acquired all of the assets relating to a non-operating retail cannabis lease in Point Arena, Mendocino County, California for total cash consideration of $350,000. The amount assigned to the Licenses intangible asset was $309,300. The licenses and permits renew annually for nominal fees. |
Construction in Progress
Construction in Progress | 12 Months Ended |
Dec. 31, 2018 | |
Fixed Assets | |
Construction in Progress | 6. Construction in progress Construction in progress includes direct and indirect expenditures for the construction and expansion of the Company’s facilities and is stated at its acquisition cost. Independent contractors perform substantially all of the construction and expansion efforts of our facility. Construction in progress includes construction progress payments, engineering costs, equipment not placed in service and other costs directly related to the construction of the facilities. Expenditures are capitalized during the construction period and construction in progress is transferred to the relevant class of property, plant and equipment when the assets are available for use, at which point the depreciation of the asset commences. The Company is waiting on final permits and licenses for Isla Verde and Guaynabo. Until such time, the facility remains completed but unable to operate without proper licenses from Department of Health – Puerto Rico. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 7. Related Party Transactions The Company entered into executive consulting agreements with its Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) effective as of January 1, 2018. Pursuant to the agreement with the CEO, the Company agreed to pay to the CEO a monthly fee of $20,000, plus expenses for his services and duties customarily performed by and customary to the role of CEO. Pursuant to the agreement with the CFO, the Company agreed to pay to the CFO a monthly fee of $17,500, plus expenses for his services and duties customarily performed by and customary to the role of CFO. On July 24, 2018, the Company entered into an amended and restated executive consulting agreement with the CFO. Pursuant to the agreement, the Company agreed to pay the CFO compensation as follows: (i) a monthly cash fee of $10,000, payable in accordance with the Company’s standard payroll practices; and (ii) 15,000 restricted shares of the Company’s common stock, par value $0.001 per share, payable quarterly, effective immediately. During the year ended December 31, 2018, the CEO and CFO were paid $240,000 and $185,000, respectively. On July 24, 2018, the Company entered into an amended and restated consulting agreement with Peach Management, LLC, an entity controlled by Mr. Christian Briggs, Chairman of our Board of Directors (the “Consultant”). Pursuant to the agreement, the Consultant provides certain consulting services relating to the execution of the Company’s business plan as more fully described in the agreement (the “Consulting Services”). In consideration of the Consulting Services, the Company agreed to pay to the Consultant compensation as follows: (i) a monthly cash fee of $10,000, payable in accordance with the Company’s standard payroll practices; and (ii) 15,000 restricted shares of the Company’s common stock, par value $0.001 per share, payable quarterly, effective immediately. During the year ended December 31, 2018, Peach was paid $212,500. On April 9, 2018 the Company entered into a consulting agreement with GP Consulting, LLC, an entity controlled by Gabrielle Pinto, daughter of Christian Briggs. GP Consulting, LLC serves as the VP of Operations – Puerto Rico (“VP Ops”). Pursuant to the agreement with the VP Ops, the Company agreed to pay to the VP Ops a monthly fee of $15,000, plus expenses for services and duties customarily performed by and customary to the role of VP Ops. |
Patent Application Costs
Patent Application Costs | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Patent Application Costs | 8. Patent Application Costs The Operating Agreement which governs the terms of Spirulinex, includes among other things, the requirement that the Company contribute to Spirulinex an aggregate of 200,000 shares of common stock valued at $4.75 per share, par value $0.001 per share; the Company contribute to Spirulinex a total of $350,000 to fund the Business; and Solunas Aqua Corp. enter into an IP assignment agreement and IP purchase agreement with Spirulinex for all intellectual property and provisional patents relating to the Business. The Company has applied for patents which it believes are a new, original and ornamental design for Oral Consumable Flakes. The patents use the methods of preparing solulizable, encapsulated plant-based compositions. During the year ended December 31, 2018, the Company has paid $508,388 in legal and associated costs for the multiple patent applications. As the patents have not been issued as of December 31, 2018, no amortization has been applied against the patent costs. If the patents are approved, the Company will amortize the patent application costs over their useful lives. If the patents are not approved, the patent application costs will be expensed and charged against income. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 9. Commitments and Contingencies Lease Commitments The Company lease various facilities under operating leases which expire at various dates through June 2028. Under the terms of the operating lease agreements, the Company is responsible for certain insurance, taxes and common area maintenance expenses. The Company records rent expense on a straight-line basis over the terms of the underlying leases. Rent expense for the years ended December 31, 2018 and 2017 were $980,000 and $109,000, respectively. Aggregate future minimum rental payments under the operating leases are as follows: For the Years ended December 31, 2018 2017 2019 $ 1,413,762 $ 222,530 2020 1,333,774 159,720 2021 1,365,408 143,597 2022 1,358,348 87,752 2023 517,199 21,406 Thereafter 381,890 - Total $ 6,370,381 $ 635,005 Long Term Supply Agreement On April 18, 2017 the Company entered into a long term supply agreement (“Supply Agreement”) to purchase flower and manufactured products for the dispensaries upon approval of the appropriate licensing by the Puerto Rico Department of Health. Pursuant to the terms of the Supply Agreement, the Company agreed to purchase at least 50% of all flower and manufactured products to be sold in the dispensaries owned by the Company or its affiliates. The Supply Agreement has a term of ten years from the moment of its coming into effect. If neither party announces termination of the Supply Agreement at least thirty (30) days before its stated expiration, the Supply Agreement shall automatically extend for a period of one year, and renewing until such time as either party provides notice of termination in accordance with the terms and conditions of the Supply Agreement. Option to Purchase Building On May 14, 2018 and November 20, 2018, Andalucia 511, LLC, through its parent company, Project 1493, LLC remitted $50,000 payments for the purpose of extending the option to purchase a building located at 1022 Ashford Avenue in Santuree, Puerto Rico. The option gives the Company an exclusive ninety day option to purchase the building for $1,150,000, which can be executed by written consent, specifying the closing date. The Company will also pay $6,000 rent for the duration of the option agreement. The option has to purchase the building was been extended to March 15, 2019. On March 27, 2019, a $100,000 payment was made to extend the option to May 31, 2019. The Company will also pay $10,000 rent for April and May, 2019. Letter of Intent – Progressive Collectives, LLC On January 26, 2018, the Company entered into a letter of intent with Progressive Collectives, LLC (“Progressive”), pursuant to which Progressive would sell and transfer the assets of a cannabis dispensary business, and the Company would purchase and assume the assets of such cannabis dispensary business, subject to the terms and conditions of the letter of intent with Progressive. Subject to a satisfactory due diligence investigation by the Company, and entry into a definitive agreement by and among the parties, the anticipated closing date of the proposed transaction shall be on or before February 2, 2018, subject to the right of the Company to extend such time for a period of forty-five days thereafter in the event the Company requires additional time to conduct its due diligence investigation. The Company and Progressive have signed extensions of time to complete the due diligence, the most recent one on March 23, 2018, extending the period for due diligence until ten days after Progressive files its 2017 Federal income tax return. As of the date of this statement, Progressive has not filed its Federal income tax return. On October 12, 2018 the Company terminated the LOI with Progressive. Letter of Intent – Dispensarios 420 On August 22, 2018, Project 1493, LLC, our wholly-owned subsidiary, entered into a Final Purchasing Agreement (the “Agreement”) with Dispensarios 420, LLC, a limited liability company established under the laws of the Commonwealth of Puerto Rico (the “Seller”), pursuant to which the Seller agreed to sell and the Company agreed to purchase substantially all of the assets pertaining to a medical cannabis dispensary, including but not limited to all of the legal rights, permits, licenses, leasing contracts and other assets (the “420 Dispensary”), in exchange for $156,000 cash consideration (the “Cash Payment”) and 46,000 shares of restricted common stock, par value $0.001 per share, of the Company (the “Shares” and, together with the Cash Payment, the “Purchase Price”). The Agreement provides that the Cash Payment shall be deposited into an escrow account until all transactions contemplated by the Agreement are finalized, and all corresponding permits to operate the medical dispensary are approved and issued by the Department of Health of Puerto Rico (the “DHPR”); provided, however, that the Cash Payment shall be disbursed to the Seller no later than 45 days from the date on which the DHPR authorizes the transfer of the 420 Dispensary and all assignments contemplated by the Agreement is completed. On October 22, 2018 the Company terminated the Letter of Intent with Dispensarios 420. Letter of Intent – So-Cal MM Patients Association, LLC On September 19, 2018 the Company entered into a binding letter of intent (the “LOI”) with So-Cal MM Patients Association, LLC, a California limited liability company, dba The Coughy Shop (the “Seller”), pursuant to which we and the Seller have agreed to execute a purchase agreement in which we would acquire all of the assets relating to a licensed retail cannabis dispensary currently operating in Desert Hot Springs, California (the “Business”). The LOI provides that the Company shall purchase from the Seller all assets used in the Business, both tangible and intangible, including licenses and permits covering medical and adult-use cannabis sales, leases, equipment, inventory, and other assets (the “Proposed Transaction”) in exchange for total cash consideration of $1,500,000 (the “Purchase Price”). In consideration of the LOI, on September 24, 2018, the Company deposited into escrow a one-time, refundable security deposit of $100,000 (the “Deposit”), to secure the Company’s exclusivity over the Proposed Transaction during the due diligence period as set forth in the LOI. In the event the Proposed Transaction closes, the Deposit shall be applied to the Purchase Price. However, in the event that the Company elects not to proceed with the Proposed Transaction as a result of its due diligence investigation, the Deposit shall be returned to the Company as soon as reasonably practicable. The Proposed Transaction is subject to customary closing conditions more fully described in the LOI, including: the Company’s satisfactory due diligence investigation by the Company; the Company’s receipt of all necessary regulatory approvals from the relevant city and/or state authority of the Proposed Transaction, specifically approval by the City of Desert Hot Springs and State Bureau of Cannabis Control to conduct retail cannabis operations at the location in which the Business operations; and the negotiation, execution, and delivery of the Definitive Agreement. On November 28, 2018 the Company terminated the Letter of Intent with So-Cal MM Patients Association. Risk of Prosecution for Cannabis-Related Companies A company that is connected to the marijuana industry must be aware that cannabis-related companies may be at risk of federal, and perhaps state, criminal prosecution. The Department of Treasury recently issued guidance noting: “The Controlled Substances Act” (“CSA”) makes it illegal under federal law to manufacture, distribute, or dispense cannabis. Many states impose and enforce similar prohibitions. As of December 31, 2018 and April 15, 2019, the Company has not been notified of any pending investigations regarding its planned business activities, and is not currently involved in any such investigations with any regulators. California Operating Licenses Effective January 1, 2018 the State of California allowed for adult use cannabis sales. California’s cannabis licensing system is being implemented in two phases. First, beginning on January 1, 2018, the State began issuing temporary licenses. On January 1, 2019 the State ceased issuing temporary licenses and began transitioning 2018 qualifying temporary licenses to provisional and annual license status. Green Spirit Mendocino, LLC holds a provisional license which expires April 4, 2020. The provisional license was issued by the Bureau of Cannabis Control (“BCC”) while the annual application is pending final approval. Point Arena Manufacturing, LLC (“PAM”) holds a Non-Volatile Type 6 Manufacturing license which expires on April 16, 2019. PAM is submitting a completed annual application to the California Department of Public Health on or before April 12, 2019 and expects to be issued a provisional license before that date. Point Arena Distribution, LLC holds a Distribution Type 11 license issued by the BCC which expires on July 8, 2019. Sunset Connect, LLC holds a temporary license for indoor cultivation which expires on April 25, 2019. Although the possession, cultivation and distribution of cannabis for medical and adult use is permitted in California, cannabis is a Schedule-I controlled substance and its use remains a violation of federal law. Since federal law criminalizing the use of cannabis preempts state laws that legalize its use, strict enforcement of federal law regarding cannabis would likely result in our inability to proceed with our business plan, especially in respect of our cannabis cultivation, production and dispensaries. In addition, our assets, including real property, cash, equipment and other goods, could be subject to asset forfeiture because cannabis is still federally illegal. Lakeway Lease – Pure and Natural, LLC On December 17, 2018, Pure and Natural, LLC entered into an operating lease for a 1,725 square foot CBD retail store at 3100 RR 620 South, Suite 200, Lakeway, Texas for eighty six months beginning May 18, 2019 and ending July 18, 2026. The initial lease obligation will be $3,881 per month through month fourteen; $4,025 for months fifteen through twenty-seven and $4,312 for months twenty-eight through eighty-six. The lease also states a security deposit of $5,031 and for additional rent of $1,150 per month for common area maintenance expenses. The lease has one five-year option at market rate rent with a ninety day written notice prior to the end of the base term. Governor’s Square Mall Lease – Pure and Natural, LLC On December 19, 2018, Pure and Natural, LLC entered into an operating lease for a kiosk in Governor’s Square Mall, in Clarksville, Tennessee for fifteen months beginning February 1, 2019 and ending April 30, 2020. The lease obligation will be $2,500 per month. The lease also calls for additional rent payments of 10% of annual revenues in excess of $375,000. Long Term Supply Agreement – The Zen Stop On December 21, 2018 the Company, through its wholly owned subsidiary, entered into a long term supply agreement (“Supply Agreement”) to be the exclusive seller of cannibidiol oil products to The Zen Stop (“Purchaser”). Pursuant to the terms of the Supply Agreement, the Purchaser agreed to purchase at 100% of all cannibidiol oil products to be sold in The Zen Stop buses. The Supply Agreement has a term of five years from the moment of its coming into effect. If neither party announces termination of the Supply Agreement at least thirty (90) days before its stated expiration, the Supply Agreement shall automatically extend for a period of one year, and renewing until such time as either party provides notice of termination in accordance with the terms and conditions of the Supply Agreement. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | 10. Subsequent Events January 2019 Stock Offering In January and February 2019, the Company entered into a subscription agreement (the “January Agreement”) with selected accredited investors. Pursuant to the terms of the January Agreement, the Company offered up to $1,500,000 in units (each, a “Unit” and collectively, the “Units”) at a purchase price of $1.25 per Unit (the “January Offering”). Each Unit consisted of (i) one (1) share of the Company’s common stock, par value $0.001 per share (the “Shares”); and (ii) warrants to purchase shares of the Company’s common stock, par value $0.001 per share (the “ Warrants The Zen Stop Contribution Agreement In addition to the Long Term Supply Agreement entered into December 21, 2018 between The Zen Stop and Pure and Natural, LLC (Note 9), Pure and Natural, LLC made a $50,000 investment on January 4, 2019 for a 10% equity and profits interest in The Zen Stop, LLC. The Zen Stop is a mobile wellness business Zen Stop. Nashville Lease – Pure and Natural, LLC On February 8, 2019, Pure and Natural, LLC entered into an operating lease for a 2,525 square foot CBD retail store at 2306 West End Avenue, Nashville, Tennessee for five years beginning February 1, 2019 and ending January 31, 2024. The initial lease obligation will be $7,364 per month with an escalation of $1/per square foot for the remaining four years. The lease also states a security deposit of $7,364 and for additional rent of $1,403 per month for common area maintenance expenses. The lease has one five-year renewal option. Sponsorship Agreement – BYB Extreme Fighting Series LLC On February 20, 2019 Pure and Natural, LLC (“Pure”) and BYB Extreme Fighting Series, LLC (“BYB”) entered into a Sponsorship Agreement (“Agreement”) to sponsor three events of the BYB EXTREME Series. Pure will be the “Title Sponsor” and the events will be promoted as the exclusive sponsor for “BYB Brawl For It All Presented by GetPureAndNatural.com”, which includes having “GetPureAndNatural.com” on events and broadcasts, the triangle cage and mat, ring cards, advertisements, BYB website, social media posts and will be the official CBD Products of DADA 5000 and BYB Fighting Series. In consideration of the sponsorship, Pure paid $30,000 on February 20, 2019. The Company will also issue $25,000 of its restricted common stock per event. BYB commits to purchase $25,000 worth of Pure products no less than 45 days before each sponsored event. Endorsement Licensing and Co-Branding Agreement – Matt Sorum On February 27, 2019 Pure and Natural, LLC (“Pure”) and Matt Sorum (“Sorum”) entered into an Endorsement Licensing and Co-Branding Agreement (“Agreement”), to develop, market, promote and sell a unique Matt Sorum Product Line (“Licensed Products”) for dietary supplements derived from hemp containing 0% THC. The Agreement is for an initial three year term, beginning February 27, 2019 and ending February 26, 2022. The Agreement may be extended with the same terms unless either party provides a 60 day notice prior to the initial term. Sorum will be compensated (i) a royalty of 20% of Net Gross Margin of the Licensed Products; (ii) 20% of the Net Gross Margin of any Products sold in connection with any commercial made by Sorum; and (iii) 30% of Net Gross Margin of Licensed Products. The Company further agrees to issue Matt Sorum certain shares of common stock as further consideration under this Agreement. The Company agrees to issue Matt Sorum 2,000 shares of its restricted common stock for each $1,000,000 in gross revenue derived directly from the sale of Licensed Products up to a maximum of 100,000 shares during the Term of this Agreement (the “Compensation Shares”). The Compensation Shares shall be issued at the end of each year of this Agreement. Point Arena Manufacturing and Distribution Lease On February 27, 2019, Point Arena Manufacturing, LLC and Point Arena Distribution, LLC (“Lessees”) entered into an operating lease for a 600 square foot building at 165 Main Street, Point Arena, California for five years beginning March 1, 2019 and ending February 28, 2024, for the purpose of manufacturing and distribution of cannabis products. The initial lease obligation will be $3,000 per month, the first year rent of $36,000 due within 10 days of signing the lease. This payment has not been made as the building has not been made ready. The rent will escalate 2.5% for the remaining four years of the base term. The lease has one five-year renewal option. Preferred Partner and Advertising Agreement – Buzznog, LLC On March 4, 2019 Pure and Natural, LLC (“Pure”) and Buzznog, LLC entered into a Preferred Partner and Advertising Agreement (“Agreement”) allowing Pure to sell cannibidiol products on Buzznog’s website, mobile applications and platforms. Pure will pay Buzznog 20% of the gross profit margin on all products sold using Buzznog’s sites. The Agreement has a term of three years from the moment of its coming into effect. If neither party announces termination of the Agreement at least thirty (90) days before its stated expiration, the Agreement shall automatically extend for a period of one year, and renewing until such time as either party provides notice of termination in accordance with the terms and conditions of the Agreement. In addition to the Agreement, Pure purchased 25,167 units in Buzznog, LLC for $20,000 on March 6, 2019. Palm Springs Lease – Green Room Palm Springs, LLC On March 6, 2019, the Company entered into an operating lease for a 4,500 square foot cannabis retail store at 2155 N. Palm Canyon Drive, Palm Springs, California for five years and six months beginning March 1, 2019 and ending August 31, 2024. The initial lease obligation will be $6,000 per month for nine months; $10,000 for months ten through fifteen; and a 3% escalation of the monthly lease for the remainder of the base lease. The Company paid a security deposit of $20,000 upon signing the lease. Consulting agreements On March 3, 2019 the Company entered into an engagement letter agreement with MH Legal Services, LLC (“MH”). In connection with the engagement, the Company will pay MH compensation for in-house legal services as follows: (i) a monthly fee of Twelve thousand five hundred dollars ($12,500); and (ii) and a one-time issuance of 150,000 shares of the Company’s restricted common stock, par value $0.001 per share, due within thirty days of signing the engagement letter. On March 29, 2019 the Company entered into a consulting agreement with John Grainer (“Grainer”). In connection with the agreement, the Company will pay Grainer compensation for consulting services as follows: (i) a monthly fee of Fifteen thousand dollars ($15,000); and (ii) the Company will issue to Grainer two hundred thousand (200,000) restricted common shares, par value $0.001 per share. One hundred thousand shares (100,000) will be issued promptly upon execution of the consulting agreement. The remaining 100,000 shares shall accrue on a quarterly basis over a two (2) year period (12,500 per quarter), commencing on the effective date of this Agreement and except for a change in control of GSRX, subsequent share distribution is subject to your continued engagement. If this engagement is terminated prior to the accrual of any quarterly basis share accrual, you shall not be entitled to receive the unaccrued shares. Share Exchange and Ancillary Rights Agreements – Chemesis International Inc. On March 30, 2019 the Company entered into a Share Exchange Agreement (the “Share Agreement”) and an Ancillary Rights Agreement (the “Ancillary Agreement”) with Chemesis International Inc., a British Columbian Corporation (“CSI). In the Share Agreement, the Company receives 7,291,874 restricted shares of common stock of CSI and CSI receives 11,666,998 restricted shares of the Company’s common stock. Closing date of the transaction is April __, 2019. The exchange allows a mutual leak out. Beginning six months after the closing date, the Company shall be able to sell up to 1,215,313 of the CSI shares and CSI shall be able to sell 1,944,500 of the Company’s shares every six months, subject to compliance with any applicable securities laws and stock exchange rules. The Ancillary Rights Agreement (“Agreement”) contains the following representations: 1) CSI will be entitled to nominate and have one member to the Company’s Board of Directors, as long as CSI holds 10% or more of the Company’s issued and outstanding common shsares. Likewise, the Company will be entitled to nominate and have one member on the CSI Board of Directors, as long as the Company holds 5% or more of the issued and outstanding common shares. 2) If the Company proposes to issue shares to raise capital, CSI has a participation right to subscribe for and purchase such number of shares to maintain its equity ownership percentage of the Company. 3) The Company will provide CSI with the first right of refusal to produce any requested cannabis or hemp-based CBD products if CSI has production facilities in the jurisdiction the Company has the request (i.e. California or Puerto Rico). Chemesis has ten days to respond to the request of product. After that, the Company can request product from a third party. 4) The Agreement may be terminated by written agreement of the Company and CSI or if CSI ownership percentage decreases below 5% of the issued and outstanding shares of the Company. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements through December 31, 2018 include the accounts of the Company and the following entities, all of which have fiscal year ends of December 31. (Note 1). ● 100% owned subsidiary, Project 1493, LLC; ● 100% owned subsidiary, Andalucia 511, LLC; ● 51% majority owned subsidiary, Spirulinex, LLC; ● 55% majority owned subsidiary, Sunset Connect Oakland, LLC; ● 55% majority owned, Green Spirit Essentials, LLC; ● 100% owned subsidiary, Green Spirit Mendocino, LLC; and ● 100% owned subsidiary, 138 Main Street PA, LLC. ● 100% owned subsidiary, GSRX SUPES, LLC ● 100% owned subsidiary, Point Arena Supply Co., LLC ● 100% owned subsidiary, Ukiah Supply Company, LLC ● 100% owned subsidiary, Pure and Natural, LLC ● 100% owned subsidiary, Point Arena Manufacturing, LLC ● 100% owned subsidiary, Point Arena Distribution, LLC ● 51% majority owned subsidiary, Pure and Natural-Lakeway, LLC ● 51% majority owned subsidiary, Pure and Natural One-TN, LLC |
Use of Estimates and Assumptions | Use of Estimates and Assumptions The preparation of the consolidated financial statements that are in conformity with U.S. generally accepted accounting principles 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 date of the consolidated financial statements. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all cash on hand, cash in banks and all highly liquid debt instruments purchased with a maturity of three months at purchase or less to be cash and cash equivalents. At times, cash and cash equivalent balances at a limited number of banks and financial institutions may exceed insurable amounts. At December 31, 2018 the Company had $555,546 in excess of FDIC depository insurance coverage. The Company believes it mitigates its risks by depositing cash or investing in cash equivalents in major financial institutions. |
Revenue Recognition | Revenue Recognition In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers.” This new standard replaced most existing revenue recognition guidance in U.S. GAAP and codified guidance under FASB Topic 606. The underlying principle of this new guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration that the entity expects to be entitled to receive in exchange for those goods or services. The Company adopted ASU No. 2014-09 as of January 1, 2018 using the modified retrospective method. Results for the reporting period beginning after January 1, 2018 are presented under Topic 606, while prior period amounts continue to be reported in accordance with the Company’s historic accounting practices under previous guidance. However, given the nature of the Company’s products and the terms and conditions applicable to sales to its customers, the timing and amount of revenue recognized based on the underlying principles of ASU No. 2014-09 are consistent with the Company’s revenue recognition policy under previous guidance. The Company incurs costs associated with product distribution, such as freight and handling costs. The Company has elected to treat these costs as fulfillment activities and recognizes these costs at the same time that it recognizes the underlying product revenue. As this policy election is in line with the Company’s previous accounting practices, the treatment of shipping and handling activities under Topic 606 did not have any impact on the Company’s results of operations, financial condition and/or financial statement disclosures. In accordance with the new guidance, the Company recognizes revenue at an amount that reflects the consideration that the Company expects to be entitled to receive in exchange for transferring goods or services to its customers. The Company’s policy is to record revenue when control of the goods transfers to the customer. In limited instances when products are sold under consignment arrangements, the Company does not recognize revenue until control over such products has transferred to the end consumer. The following table presents the Company’s revenues disaggregated by type and by state/territory: For the Year Ended December 31, 2018 2017 Revenues by Type Wholesale $ 135,269 $ - Retail 2,546,261 - Total $ 2,681,530 $ - For the Year Ended December 31, 2018 2017 Revenues by State/Territory California $ 502,412 $ - Texas 13,823 Puerto Rico 2,165,295 - Total $ 2,681,530 $ - |
Accounts Receivable | Accounts Receivable The Company carries its accounts receivable at their estimated realizable amounts and periodically evaluates the credit condition of its customers. The allowance for uncollectible accounts receivable is based on the Company’s historical bad debt experience and on management’s evaluation of collectability of the individual outstanding balances. As of December 31, 2018, the Company had not identified any uncollectible accounts. |
Inventory | Inventory The Company’s inventory is stated at the lower of cost or market. Inventory consists of cannabis products, such as flower, edibles, creams, oils and cannabis accessories as pipes, bowls and cartridges; and CBD products, such as soft gels, tinctures, balms, pain cream and vape pens. Inventory is comprised of the following items: As of December 31, 2018 2017 Finished goods – flower $ 137,592 $ 0 Finished goods – cannabis products 191,468 0 Finished goods – CBD products 31,400 0 Total $ 360,460 $ 0 As of December 31, 2018, the Company had paid for inventory which had not been delivered in the amount of $517,015. |
Fixed Assets | Fixed Assets Fixed assets are recorded at cost and are depreciated using the straight-line method over estimated useful lives as follows: Type of Asset Estimated Life Furniture, Fixtures and Equipment 5 – 10 years Building and Leasehold improvements 5 - 25 years |
Intangible Costs | Intangible Costs The Company incurred costs related to Patent Application Costs during the year ended December 31, 2018, consisting of $1,808,388 of legal fees. The patent applications will continue to be filed over the next several quarters. As the patents have not been issued as of December 31, 2018, no amortization has been applied against the patent costs. If the patents are approved, the Company will amortize the patent application costs over their useful lives. If the patents are not approved, the patent application costs will be expensed and charged against income. (Note 8). |
Share Based Compensation | Share based Compensation Compensation cost relating to share-based payment transactions (including the cost of all employee stock options) is required to be recognized in the consolidated financial statements and covers a wide range of share-based compensation arrangements including share options, restricted share plans, performance-based awards, share appreciation rights, and employee share purchase plans. That cost is measured based on the estimated fair value of the equity or liability instruments issued. (See Note 3). |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying value of the Company’s current liabilities approximates fair value because of the short maturity of these instruments. Unless otherwise noted, it is management’s opinion the Company is not exposed, except for cash balances in excess of the FDIC depository insurance coverage, to significant interest, currency or credit risks arising from these financial instruments. |
Income Taxes | Income Taxes The Company follows the accrual method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on the deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company was organized under the laws of Nevada and therefore will be taxed at statutory U.S. federal corporate income tax rates. |
Basic Earnings Per Share | Basic Earnings per Share The Company computes net loss per share in accordance with FASB ASC 260 “Earnings per Share”, which specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held common stock. Basic net loss per share amounts are computed by dividing the net loss by the weighted average number of common shares outstanding. Potentially dilutive securities have been excluded from the Company’s earnings per share calculation due to the effect of being anti-dilutive. The total number of potentially dilutive securities which have been excluded is 6,788,596. (Note 3). |
Recent Accounting Pronouncements | Recent Accounting Pronouncements As of December 31, 2018 and through April 15, 2019, there were several new accounting pronouncements issued by the Financial Accounting Standards Board. Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s financial position or future operating results. The Company will monitor these emerging issues to assess any potential future impact on its financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). This standard requires all leases that have a term of over 12 months to be recognized on the balance sheet with the liability for lease payments and the corresponding right-of-use asset initially measured at the present value of amounts expected to be paid over the term. Recognition of the costs of these leases on the income statement will be dependent upon their classification as either an operating or a financing lease. Costs of an operating lease will continue to be recognized as a single operating expense on a straight-line basis over the lease term. This standard is effective for our interim and annual periods beginning January 1, 2019, and must be applied on a modified retrospective basis to leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. Early adoption is permitted. We are currently evaluating the timing of adoption and the potential impact of this standard on our consolidated financial position. We believe this will have a material impact on our results of operations. |
Nature of Operations (Tables)
Nature of Operations (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Purchase Price FPA | The Company began operations in five dispensaries as follows: Location State/Territory Date Opened Purchase Price Dorado Puerto Rico March 28, 2018 $ 100,000 Fajardo Puerto Rico December 28, 2018 $ 100,000 Carolina Puerto Rico June 1, 2018 $ 100,000 Hato Rey Puerto Rico June 1, 2018 $ 128,000 San Juan Puerto Rico October 2, 2018 $ 75,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Schedule of Revenues Disaggregated by Type and by State/Territory | The following table presents the Company’s revenues disaggregated by type and by state/territory: For the Year Ended December 31, 2018 2017 Revenues by Type Wholesale $ 135,269 $ - Retail 2,546,261 - Total $ 2,681,530 $ - For the Year Ended December 31, 2018 2017 Revenues by State/Territory California $ 502,412 $ - Texas 13,823 Puerto Rico 2,165,295 - Total $ 2,681,530 $ - |
Schedule of Inventory | Inventory is comprised of the following items: As of December 31, 2018 2017 Finished goods – flower $ 137,592 $ 0 Finished goods – cannabis products 191,468 0 Finished goods – CBD products 31,400 0 Total $ 360,460 $ 0 |
Schedule of Fixed Assets Estimated Useful Lives | Fixed assets are recorded at cost and are depreciated using the straight-line method over estimated useful lives as follows: Type of Asset Estimated Life Furniture, Fixtures and Equipment 5 – 10 years Building and Leasehold improvements 5 - 25 years |
Equity (Tables)
Equity (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Common Stock Transactions | The following table illustrates the common stock transactions for the year ended December 31, 2018: Category Preferred Shares Common Shares Cash, common shares 0 2,211,271 Services 0 1,929,225 Services, authorized but not issued 0 799,770 Patents 0 200,000 Total 0 5,140,266 The following table illustrates the common stock transactions for the year ended December 31, 2017: Category Preferred Shares Common Shares Cash, common shares 0 15,784,386 Cash, common shares held in escrow 0 77,167 Share Exchange Agreement 1,000 16,690,912 Debt Exchange Agreement 0 1,600,000 Services 0 6,742,572 Total 1,000 40,895,037 |
Schedule of Issuance of Warrants | Warrants Issued Exercise Price Expiration Date May 11, 2017 6,038,462 $ .50 May 11, 2020 February 23, 2018 232,334 $ 6.00 February 23, 2021 October 5, 2018 517,800 $ 2.50 October 5, 2020 Total 6,788,596 |
Schedule of Effects of Changes in Ownership Interest | The following schedule discloses the effects of changes in the Company’s ownership interest in its subsidiaries on the Company’s equity: For the Year Ended December 31, 2018 Net loss attributable to GSRX Industries Inc. $ (16,239,276 ) Net Loss Attributable to Non-Controlling Interests (611,832 ) Change from net loss attributable to GSRX Industries Inc. and transfers to Non-Controlling Interest $ (16,851,108 ) |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets | The following table sets forth the components of estimated net deferred tax assets attributable to the Company’s net operating loss carry forward as of December 31, 2018 and 2017, respectively. 2018 2017 NOL carry forward $ 4,854,000 $ 1,225,000 Less: valuation allowance (4,854,000 ) (1,225,000 ) Net deferred tax asset $ 0 $ 0 |
Schedule of Reconciliation of Estimated Income Tax Expense | A reconciliation of estimated income tax expense at the statutory combined Federal and state income tax rate for the years ended December 31, 2018 and 2017 is as follows: 2018 2017 Income tax expense combined rate 0 % 0 % |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Aggregate Future Minimum Rental Payments Under Operating Lease | Aggregate future minimum rental payments under the operating leases are as follows: For the Years ended December 31, 2018 2017 2019 $ 1,413,762 $ 222,530 2020 1,333,774 159,720 2021 1,365,408 143,597 2022 1,358,348 87,752 2023 517,199 21,406 Thereafter 381,890 - Total $ 6,370,381 $ 635,005 |
Nature of Operations (Details N
Nature of Operations (Details Narrative) - USD ($) | May 22, 2018 | Mar. 07, 2018 | May 11, 2017 | Oct. 05, 2018 | Feb. 23, 2018 |
Exercise price of warrant | $ 0.50 | $ 2.50 | $ 6 | ||
Lease payments per month | $ 1,200 | ||||
Series A Preferred Stock [Member] | |||||
Number of preferred stock shares grants during period | 1,000 | ||||
Share Exchange Agreement [Member] | |||||
Number of exchange for restricted shares of common stock | 16,690,912 | ||||
Maximum number of warrants to purchase of common stock shares | 3,000,000 | ||||
Exercise price of warrant | $ 0.50 | ||||
Issuance of exchange warrants term | 3 years | ||||
Voting percentage | 51.00% | ||||
Asset Purchase Agreement [Member] | |||||
Cash consideration | $ 350,000 |
Nature of Operations - Schedule
Nature of Operations - Schedule of Purchase Price FPA (Details) | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Dorado [Member] | |
State/Territory | Puerto Rico |
Date Opened | March 28, 2018 |
Purchase Price | $ 100,000 |
Fajardo [Member] | |
State/Territory | Puerto Rico |
Date Opened | December 28, 2018 |
Purchase Price | $ 100,000 |
Carolina [Member] | |
State/Territory | Puerto Rico |
Date Opened | June 1, 2018 |
Purchase Price | $ 100,000 |
Hato Rey [Member] | |
State/Territory | Puerto Rico |
Date Opened | June 1, 2018 |
Purchase Price | $ 128,000 |
San Juan [Member] | |
State/Territory | Puerto Rico |
Date Opened | October 2, 2018 |
Purchase Price | $ 75,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) | 12 Months Ended |
Dec. 31, 2018USD ($)shares | |
Liquid debt instruments, maturity period | 3 months |
Excess of FDIC depository insurance coverage | $ 555,546 |
Prepaid inventory | 517,015 |
Legal fees | $ 1,808,388 |
Potentially dilutive securities | shares | 6,788,596 |
Project 1493, LLC [Member] | |
Ownership percentage | 100.00% |
Andalucia 511, LLC [Member] | |
Ownership percentage | 100.00% |
Spirulinex, LLC [Member] | |
Ownership percentage | 51.00% |
Sunset Connect Oakland, LLC [Member] | |
Ownership percentage | 55.00% |
Green Spirit Essentials, LLC [Member] | |
Ownership percentage | 55.00% |
Green Spirit Mendocino, LLC [Member] | |
Ownership percentage | 100.00% |
138 Main Street PA, LLC [Member] | |
Ownership percentage | 100.00% |
GSRX SUPES, LLC [Member] | |
Ownership percentage | 100.00% |
Point Arena Supply Co., LLC [Member] | |
Ownership percentage | 100.00% |
Ukiah Supply Company, LLC [Member] | |
Ownership percentage | 100.00% |
Pure and Natural, LLC [Member] | |
Ownership percentage | 100.00% |
Point Arena Manufacturing, LLC [Member] | |
Ownership percentage | 100.00% |
Point Arena Distribution, LLC [Member] | |
Ownership percentage | 100.00% |
Pure and Natural-Lakeway, LLC [Member] | |
Ownership percentage | 51.00% |
Pure and Natural One-TN, LLC [Member] | |
Ownership percentage | 51.00% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Revenues Disaggregated by Type and by State/Territory (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Revenue | $ 2,681,530 | |
California [Member] | ||
Revenue | 502,412 | |
Texas [Member] | ||
Revenue | 13,823 | |
Puerto Rico [Member] | ||
Revenue | 2,165,295 | |
Whole Sale [Member] | ||
Revenue | 135,269 | |
Retail [Member] | ||
Revenue | $ 2,546,261 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Inventory (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Total Inventory | $ 360,460 | |
Finished Goods - Flower [Member] | ||
Total Inventory | 137,592 | 0 |
Finished Goods - Cannabis Products [Member] | ||
Total Inventory | 191,468 | 0 |
Finished Goods - CBD Products [Member] | ||
Total Inventory | $ 31,400 | $ 0 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of Fixed Assets Estimated Useful Lives (Details) | 12 Months Ended |
Dec. 31, 2018 | |
Furniture, Fixtures and Equipment [Member] | Minimum [Member] | |
Fixed Assets Estimated Useful Lives | 5 years |
Furniture, Fixtures and Equipment [Member] | Maximum [Member] | |
Fixed Assets Estimated Useful Lives | 10 years |
Building and Leasehold Improvements [Member] | Minimum [Member] | |
Fixed Assets Estimated Useful Lives | 5 years |
Building and Leasehold Improvements [Member] | Maximum [Member] | |
Fixed Assets Estimated Useful Lives | 25 years |
Equity (Details Narrative)
Equity (Details Narrative) - USD ($) | Mar. 17, 2018 | Feb. 23, 2018 | Oct. 31, 2018 | Sep. 30, 2018 | Aug. 31, 2018 | Jul. 31, 2018 | Jun. 30, 2018 | May 31, 2018 | Apr. 30, 2018 | Feb. 23, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Oct. 05, 2018 | May 11, 2017 |
Common stock, shares authorized | 100,000,000 | 100,000,000 | ||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | ||||||||||||
Common stock, shares issued | 45,235,533 | 40,817,870 | ||||||||||||
Common stock, shares outstanding | 45,235,533 | 40,817,870 | ||||||||||||
Number shares authorized but not issued | 799,770 | |||||||||||||
Preferred stock, shares authorized | 1,000 | 1,000 | ||||||||||||
Preferred stock, shares issued | 1,000 | 1,000 | ||||||||||||
Preferred stock, shares outstanding | 1,000 | 1,000 | ||||||||||||
Stock issued during period shares, issued for services | 815,000 | |||||||||||||
Outstanding warrants to purchase | 232,334 | 232,334 | 6,788,596 | 517,800 | 6,038,462 | |||||||||
Exercise price of warrant | $ 6 | $ 6 | $ 2.50 | $ 0.50 | ||||||||||
Subscription Agreement [Member] | ||||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||
Number of common stock shares issued | 2,000,000 | 2,000,000 | 10,000,000 | 10,000,000 | ||||||||||
Outstanding warrants to purchase | 1 | 1 | 1 | |||||||||||
Shares issued price per share | $ 3 | $ 1.25 | $ 1.25 | $ 1.25 | $ 2.50 | $ 2.50 | $ 3.50 | $ 3.50 | $ 3 | |||||
Total gross proceeds of shares issued | $ 1,294,500 | $ 475,000 | $ 2,584,765 | $ 697,000 | ||||||||||
Number of stock sold | 1,035,600 | 190,000 | 738,504 | |||||||||||
Equity ownership interest rate | 50.00% | 50.00% | 50.00% | |||||||||||
Subscription Agreement [Member] | Private Placement [Member] | ||||||||||||||
Number of common stock shares issued | 232,334 | |||||||||||||
Maximum [Member] | Subscription Agreement [Member] | ||||||||||||||
Number of common stock shares issued | 1,500,000 | 1,500,000 | 1,500,000 | |||||||||||
Dr. Harlan Ribnik [Member] | ||||||||||||||
Number of common stock shares issued | 32,556 | |||||||||||||
Compensation description | The Board of the Company a quarterly fee of shares of the Company's Common Stock in an amount equal to One Thousand Five Hundred Dollars ($1,500) based on the market price per share of the Company's Common Stock on the last trading day of each quarter. | |||||||||||||
Compensation paid | $ 1,500 | |||||||||||||
Mr. Steve Farkas [Member] | ||||||||||||||
Common stock, par value | $ 0.001 | |||||||||||||
Number of common stock shares issued | 32,556 | |||||||||||||
Compensation description | (i) a monthly fee of One Thousand Dollars ($1,000); and (ii) a quarterly fee of shares of the Company's common stock, par value $0.001 per share (the "Common Stock"), in an amount equal to One Thousand Five Hundred Dollars ($1,500) based on the market price per share of the Company's Common Stock on the last trading day of each quarter. | |||||||||||||
Compensation paid | $ 1,500 | |||||||||||||
Monthly fee | $ 1,000 | |||||||||||||
Mr. Luis Toledo-Bayouth [Member] | ||||||||||||||
Common stock, par value | $ 0.001 | |||||||||||||
Number of common stock shares issued | 15,000 | |||||||||||||
Compensation description | In connection with the appointment of Mr. Toledo-Bayouth, the Board authorized to pay Mr. Toledo-Bayouth compensation as a member of the Advisory Board of the Company as follows: 5,000 restricted shares of common stock, par value $0.001 per share (the "Common Stock") every quarter for the duration of his term as Non-Executive Board Advisory Consultant. | |||||||||||||
Restricted shares of common stock | 5,000 | |||||||||||||
Mr. Juan Bauza Salas [Member] | ||||||||||||||
Common stock, par value | $ 0.001 | |||||||||||||
Number of common stock shares issued | 15,000 | |||||||||||||
Compensation description | (i) a monthly fee of Three Thousand Dollars ($3,000); and (ii) 5,000 restricted shares of common stock, par value $0.001 per share (the "Common Stock") every quarter for the duration of his term as Non-Executive Board Advisory Consultant. | |||||||||||||
Monthly fee | $ 3,000 | |||||||||||||
Restricted shares of common stock | 5,000 | |||||||||||||
Mr. Jeffery Jump [Member] | ||||||||||||||
Common stock, par value | $ 0.001 | |||||||||||||
Number of common stock shares issued | 5,250 | |||||||||||||
Compensation description | In connection with the appointment of Mr. Jump, the Board authorized to pay Mr. Jump compensation as a member of the Advisory Board of the Company as follows: 1,750 restricted shares of common stock, par value $0.001 per share (the "Common Stock") every quarter for the duration of his term as Non-Executive Board Advisory Consultant. | |||||||||||||
Restricted shares of common stock | 1,750 | |||||||||||||
Alexander Zhilenkov [Member] | ||||||||||||||
Common stock, par value | $ 0.001 | |||||||||||||
Number of common stock shares issued | 786,144 | 786,144 | ||||||||||||
Stock issued during period shares, issued for services | 2,358,431 | |||||||||||||
Description of stock payable | payable annually over a three-year period, subject to continuous service as a board advisory consultant. | |||||||||||||
Consultant [Member] | ||||||||||||||
Restricted shares of common stock | 87,489 | |||||||||||||
Leslie Ball [Member] | ||||||||||||||
Stock issued during period shares, issued for services | 375,000 | |||||||||||||
Thomas Gingerich [Member] | ||||||||||||||
Stock issued during period shares, issued for services | 565,000 | |||||||||||||
Investors [Member] | Subscription Agreement [Member] | ||||||||||||||
Number of common stock shares issued | 1,035,600 | |||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||
Preferred stock, shares issued | 1,000 | |||||||||||||
Preferred stock, shares outstanding | 1,000 | |||||||||||||
Preferred stock, voting percentage | 51.00% | |||||||||||||
Blank Check [Member] | ||||||||||||||
Preferred stock, shares authorized | 9,999,000 | |||||||||||||
Warrants [Member] | ||||||||||||||
Outstanding warrants to purchase | 1 | 1 | 6,788,596 | |||||||||||
Warrant term | 3 years | |||||||||||||
Exercise price of warrant | $ 6 | $ 6 | ||||||||||||
Warrants [Member] | Subscription Agreement [Member] | ||||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||
Warrant term | 2 years | 2 years | 2 years | |||||||||||
Shares issued price per share | $ 2.50 | $ 2.50 | $ 2.50 | |||||||||||
Warrants [Member] | Minimum [Member] | ||||||||||||||
Warrant term | 2 years | |||||||||||||
Warrants [Member] | Maximum [Member] | ||||||||||||||
Warrant term | 3 years | |||||||||||||
Warrants [Member] | Investors [Member] | Subscription Agreement [Member] | ||||||||||||||
Number of warrants issued | 517,800 | |||||||||||||
Common Stock [Member] | ||||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | ||||||||||||
Number of common stock shares issued | 1 | 1,964,104 | ||||||||||||
Stock issued during period shares, issued for services | 2,021,225 | 6,742,572 |
Equity - Schedule of Common Sto
Equity - Schedule of Common Stock Transactions (Details) - shares | Mar. 17, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Services | 815,000 | ||
Preferred Shares [Member] | |||
Cash, common shares | 0 | 0 | |
Cash, common shares held in escrow | 0 | ||
Share Exchange Agreement | 1,000 | ||
Debt Exchange Agreement | 0 | ||
Services | 0 | 0 | |
Services, authorized but not issued | 0 | ||
Patents | 0 | ||
Total | 0 | 1,000 | |
Common Shares [Member] | |||
Cash, common shares | 2,211,271 | 15,784,386 | |
Cash, common shares held in escrow | 77,167 | ||
Share Exchange Agreement | 16,690,912 | ||
Debt Exchange Agreement | 1,600,000 | ||
Services | 1,929,225 | 6,742,572 | |
Services, authorized but not issued | 799,770 | ||
Patents | 200,000 | ||
Total | 5,140,266 | 40,895,037 |
Equity - Schedule of Issuance o
Equity - Schedule of Issuance of Warrants (Details) - $ / shares | Dec. 31, 2018 | Oct. 05, 2018 | Feb. 23, 2018 | May 11, 2017 |
Stockholders' Equity Note [Abstract] | ||||
Warrants Issued | 6,788,596 | 517,800 | 232,334 | 6,038,462 |
Warrant Exercise Price | $ 2.50 | $ 6 | $ 0.50 | |
Warrant Expiration Date | Oct. 5, 2020 | Feb. 23, 2021 | May 11, 2020 |
Equity - Schedule of Effects of
Equity - Schedule of Effects of Changes in Ownership Interest (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Stockholders' Equity Note [Abstract] | ||
Net loss attributable to GSRX Industries Inc. | $ (16,239,276) | $ (26,082,960) |
Net Loss Attributable to Non-Controlling Interests | (611,832) | |
Change from net loss attributable to GSRX Industries Inc. and transfers to Non-Controlling Interest | $ (16,851,108) |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Income Tax Disclosure [Abstract] | ||
NOL carry forward | $ 4,854,000 | $ 1,225,000 |
Less: valuation allowance | (4,854,000) | (1,225,000) |
Net deferred tax asset | $ 0 | $ 0 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Estimated Income Tax Expense (Details) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Income tax expense combined rate | 0.00% | 0.00% |
Licenses (Details Narrative)
Licenses (Details Narrative) - USD ($) | Mar. 07, 2018 | Dec. 31, 2018 |
Payments to license | $ 1,538,445 | |
License [Member] | ||
Payments to license | $ 309,300 | |
Asset Purchase Agreement [Member] | ||
Cash consideration | $ 350,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Jul. 24, 2018 | Apr. 09, 2018 | Jan. 02, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Common stock, par value | $ 0.001 | $ 0.001 | |||
Chief Executive Officer [Member] | |||||
Compensation paid | $ 240,000 | ||||
Chief Financial Officer [Member] | |||||
Compensation paid | 185,000 | ||||
Executive Consulting Agreements [Member] | Chief Executive Officer [Member] | |||||
Compensation paid | $ 20,000 | ||||
Executive Consulting Agreements [Member] | Chief Financial Officer [Member] | |||||
Compensation paid | $ 17,500 | ||||
Amended and Restated Executive Consulting Agreements [Member] | Peach Management LLC [Member] | |||||
Compensation paid | $ 10,000 | ||||
Amended and Restated Executive Consulting Agreements [Member] | Restricted Shares [Member] | Peach Management LLC [Member] | |||||
Number of restricted shares issued | 15,000 | ||||
Common stock, par value | $ 0.001 | ||||
Amended and Restated Executive Consulting Agreements [Member] | Chief Financial Officer [Member] | |||||
Compensation paid | $ 10,000 | ||||
Amended and Restated Executive Consulting Agreements [Member] | Chief Financial Officer [Member] | Restricted Shares [Member] | |||||
Number of restricted shares issued | 15,000 | ||||
Common stock, par value | $ 0.001 | ||||
Consulting Agreement [Member] | Peach Management LLC [Member] | |||||
Proceeds from related party | $ 212,500 | ||||
Consulting Agreement [Member] | GP Consulting, LLC [Member] | |||||
Compensation paid | $ 15,000 |
Patent Application Costs (Detai
Patent Application Costs (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Common stock, par value | $ 0.001 | $ 0.001 |
Shares issued for purchase of patents | $ 950,000 | |
Patent cost | $ 858,388 | |
Spirulinex, LLC [Member] | ||
Shares issued for purchase of patents, shares | 200,000 | |
Common stock price, per share | $ 4.75 | |
Common stock, par value | $ 0.001 | |
Shares issued for purchase of patents | $ 350,000 | |
Patent cost | $ 508,388 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) | Dec. 21, 2018 | Dec. 19, 2018USD ($) | Dec. 17, 2018USD ($)ft² | Nov. 20, 2018USD ($) | Sep. 24, 2018USD ($) | Aug. 22, 2018USD ($)$ / sharesshares | May 14, 2018USD ($) | Apr. 18, 2017 | Dec. 31, 2018USD ($)$ / shares | Dec. 31, 2017USD ($)$ / shares |
Lease rent expense | $ 980,000 | $ 109,000 | ||||||||
Long term supply agreement, description | Pursuant to the terms of the Supply Agreement, the Company agreed to purchase at least 50% of all flower and manufactured products to be sold in the dispensaries owned by the Company or its affiliates. The Supply Agreement has a term of ten years from the moment of its coming into effect. If neither party announces termination of the Supply Agreement at least thirty (30) days before its stated expiration, the Supply Agreement shall automatically extend for a period of one year, and renewing until such time as either party provides notice of termination in accordance with the terms and conditions of the Supply Agreement. | |||||||||
Purchase the building | $ 1,150,000 | $ 1,150,000 | ||||||||
Option extended date | Mar. 15, 2019 | Mar. 15, 2019 | ||||||||
Common stock, par value | $ / shares | $ 0.001 | $ 0.001 | ||||||||
Long Term Supply Agreement [Member] | The Zen Stop ("Purchaser") [Member] | ||||||||||
Agreement term | Pursuant to the terms of the Supply Agreement, the Purchaser agreed to purchase at 100% of all cannibidiol oil products to be sold in The Zen Stop buses. The Supply Agreement has a term of five years from the moment of its coming into effect. If neither party announces termination of the Supply Agreement at least thirty (90) days before its stated expiration, the Supply Agreement shall automatically extend for a period of one year, and renewing until such time as either party provides notice of termination in accordance with the terms and conditions of the Supply Agreement. | |||||||||
Project 1493, LLC [Member] | ||||||||||
Purchase the building | $ 50,000 | $ 50,000 | ||||||||
Project 1493, LLC [Member] | Option Agreement [Member] | ||||||||||
Payment for rent | 6,000 | |||||||||
Project 1493, LLC [Member] | Option Agreement [Member] | March 27, 2019 [Member] | ||||||||||
Payment to extend the option | 100,000 | |||||||||
Project 1493, LLC [Member] | Option Agreement [Member] | April and May 2019 [Member] | ||||||||||
Payment for rent | $ 10,000 | |||||||||
Dispensarios 420, LLC [Member] | Final Purchasing Agreement [Member] | ||||||||||
Payments to acquire business | $ 156,000 | |||||||||
Dispensarios 420, LLC [Member] | Final Purchasing Agreement [Member] | Restricted Shares [Member] | ||||||||||
Number of restricted shares issued | shares | 46,000 | |||||||||
Common stock, par value | $ / shares | $ 0.001 | |||||||||
So-Cal MM Patients Association, LLC [Member] | ||||||||||
Payments to acquire business | $ 1,500,000 | |||||||||
Escrow deposit | $ 100,000 | |||||||||
Pure and Natural, LLC [Member] | Lakeway Lease [Member] | ||||||||||
Number of square foot | ft² | 1,725 | |||||||||
Security deposit | $ 5,031 | |||||||||
Additional rent per month for common area maintenance expenses | $ 1,150 | |||||||||
Lease term | The lease has one five-year option at market rate rent with a ninety day written notice prior to the end of the base term. | |||||||||
Pure and Natural, LLC [Member] | Lakeway Lease [Member] | Through Month Fourteen [Member] | ||||||||||
Initial lease obligation | $ 3,881 | |||||||||
Pure and Natural, LLC [Member] | Lakeway Lease [Member] | Months Fifteen through Twenty-Seven [Member] | ||||||||||
Initial lease obligation | 4,025 | |||||||||
Pure and Natural, LLC [Member] | Lakeway Lease [Member] | Months Twenty-Eight through Eighty-Six [Member] | ||||||||||
Initial lease obligation | $ 4,312 | |||||||||
Pure and Natural, LLC [Member] | Governor's Square Mall Lease [Member] | ||||||||||
Initial lease obligation | $ 2,500 | |||||||||
Additional rent percentage | 10.00% | |||||||||
Annual lease revenues in excess | $ 375,000 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Aggregate Future Minimum Rental Payments Under Operating Lease (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Commitments and Contingencies Disclosure [Abstract] | ||
2019 | $ 1,413,762 | $ 222,530 |
2020 | 1,333,774 | 159,720 |
2021 | 1,365,408 | 143,597 |
2022 | 1,358,348 | 87,752 |
2023 | 517,199 | 21,406 |
Thereafter | 381,890 | |
Total | $ 6,370,381 | $ 635,005 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | Mar. 29, 2019$ / sharesshares | Mar. 29, 2019USD ($)$ / sharesshares | Mar. 06, 2019USD ($)ft²shares | Mar. 04, 2019 | Mar. 03, 2019USD ($)$ / sharesshares | Feb. 27, 2019USD ($)ft²shares | Feb. 20, 2019USD ($) | Jan. 08, 2019USD ($)ft² | Feb. 28, 2019USD ($)$ / sharesshares | Feb. 23, 2018$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2017USD ($)$ / shares | Jan. 04, 2019USD ($) | Oct. 05, 2018$ / shares | May 11, 2017$ / shares |
Subsequent Event [Line Items] | |||||||||||||||
Common stock, par value | $ / shares | $ 0.001 | $ 0.001 | |||||||||||||
Exercise price of warrant | $ / shares | $ 6 | $ 2.50 | $ 0.50 | ||||||||||||
Total gross proceeds received from issuance of shares | $ 4,819,764 | $ 8,300,000 | |||||||||||||
Gross revenue | 1,143,085 | ||||||||||||||
Lease rent expense | 980,000 | 109,000 | |||||||||||||
Shares issued during period, value | 4,354,264 | ||||||||||||||
Consulting Fees | $ 11,299,507 | $ 14,082,139 | |||||||||||||
Common Stock [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Number of common stock shares issued | shares | 1 | 1,964,104 | |||||||||||||
Common stock, par value | $ / shares | $ 0.001 | ||||||||||||||
Shares issued during period, value | $ 1,965 | ||||||||||||||
Subsequent Event [Member] | January Agreement [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Number of common stock shares issued | shares | 1,500,000 | ||||||||||||||
Shares issued price per share | $ / shares | $ 1.25 | ||||||||||||||
Common stock, par value | $ / shares | $ 0.001 | ||||||||||||||
Percentage of number of shares underlying each warrant | 33.00% | ||||||||||||||
Exercise price of warrant | $ / shares | $ 1.75 | ||||||||||||||
Number of shares sold | shares | 621,600 | ||||||||||||||
Total gross proceeds received from issuance of shares | $ 777,000 | ||||||||||||||
Subsequent Event [Member] | January Agreement [Member] | Investor [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Number of common stock shares issued | shares | 621,600 | ||||||||||||||
Number of warrants issued | shares | 207,200 | ||||||||||||||
Agreement term | The January Offering closed on March 6, 2019. | ||||||||||||||
Subsequent Event [Member] | The Zen Stop Contribution Agreement [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Investment | $ 50,000 | ||||||||||||||
Equity and profits interest percentage | 10.00% | ||||||||||||||
Subsequent Event [Member] | Nashville Lease [Member] | Pure and Natural, LLC [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Number of square foot | ft² | 2,525 | ||||||||||||||
Initial lease obligation | $ 7,364 | ||||||||||||||
Escalation amount per sauare foot for remianing four years | 1 | ||||||||||||||
Security deposit | 7,364 | ||||||||||||||
Additional rent per month for common area maintenance expenses | $ 1,403 | ||||||||||||||
Lease renewal term | 5 years | ||||||||||||||
Subsequent Event [Member] | Sponsorship Agreement [Member] | BYB Extreme Fighting Series LLC [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Sponsorship consideration | $ 30,000 | ||||||||||||||
Restricted shares of common stock, value | 25,000 | ||||||||||||||
Commitment to purchase products | $ 25,000 | ||||||||||||||
Subsequent Event [Member] | Endorsement Licensing and Co-Branding Agreement [Member] | Matt Sorum [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Agreement term | The Agreement is for an initial three year term, beginning February 27, 2019 and ending February 26, 2022. The Agreement may be extended with the same terms unless either party provides a 60 day notice prior to the initial term. | ||||||||||||||
Compensation description | Sorum will be compensated (i) a royalty of 20% of Net Gross Margin of the Licensed Products; (ii) 20% of the Net Gross Margin of any Products sold in connection with any commercial made by Sorum; and (iii) 30% of Net Gross Margin of Licensed Products. The Company further agrees to issue Matt Sorum certain shares of common stock as further consideration under this Agreement. The Company agrees to issue Matt Sorum 2,000 shares of its restricted common stock for each $1,000,000 in gross revenue derived directly from the sale of Licensed Products up to a maximum of 100,000 shares during the Term of this Agreement (the "Compensation Shares"). The Compensation Shares shall be issued at the end of each year of this Agreement. | ||||||||||||||
Restricted shares of common stock | shares | 2,000 | ||||||||||||||
Gross revenue | $ 1,000,000 | ||||||||||||||
Subsequent Event [Member] | Endorsement Licensing and Co-Branding Agreement [Member] | Matt Sorum [Member] | Maximum [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Restricted shares of common stock, value | $ 100,000 | ||||||||||||||
Subsequent Event [Member] | Point Arena Manufacturing and Distribution Lease [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Agreement term | On February 27, 2019, Point Arena Manufacturing, LLC and Point Arena Distribution, LLC ("Lessees") entered into an operating lease for a 600 square foot building at 165 Main Street, Point Arena, California for five years beginning March 1, 2019 and ending February 28, 2024, for the purpose of manufacturing and distribution of cannabis products. | ||||||||||||||
Number of square foot | ft² | 600 | ||||||||||||||
Initial lease obligation | $ 3,000 | ||||||||||||||
Lease renewal term | 5 years | ||||||||||||||
Lease rent expense | $ 36,000 | ||||||||||||||
Additional rent percentage | 2.50% | ||||||||||||||
Subsequent Event [Member] | Preferred Partner and Advertising Agreement [Member] | Buzznog, LLC [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Number of common stock shares issued | shares | 25,167 | ||||||||||||||
Agreement term | On March 4, 2019 Pure and Natural, LLC ("Pure") and Buzznog, LLC entered into a Preferred Partner and Advertising Agreement ("Agreement") allowing Pure to sell cannibidiol products on Buzznog's website, mobile applications and platforms. Pure will pay Buzznog 20% of the gross profit margin on all products sold using Buzznog's sites. The Agreement has a term of three years from the moment of its coming into effect. If neither party announces termination of the Agreement at least thirty (90) days before its stated expiration, the Agreement shall automatically extend for a period of one year, and renewing until such time as either party provides notice of termination in accordance with the terms and conditions of the Agreement. | ||||||||||||||
Shares issued during period, value | $ 20,000 | ||||||||||||||
Subsequent Event [Member] | Palm Springs Lease [Member] | Green Room Palm Springs, LLC [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Number of square foot | ft² | 4,500 | ||||||||||||||
Security deposit | $ 20,000 | ||||||||||||||
Escalation monthly lease percentage for remainder of base lease | 3.00% | ||||||||||||||
Subsequent Event [Member] | Palm Springs Lease [Member] | Green Room Palm Springs, LLC [Member] | For Nine Months [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Initial lease obligation | $ 6,000 | ||||||||||||||
Subsequent Event [Member] | Palm Springs Lease [Member] | Green Room Palm Springs, LLC [Member] | Months Ten Through Fifteen [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Initial lease obligation | $ 10,000 | ||||||||||||||
Subsequent Event [Member] | Consulting Agreements [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Shares issued price per share | $ / shares | $ 0.001 | ||||||||||||||
Compensation description | In connection with the engagement, the Company will pay MH compensation for in-house legal services as follows: (i) a monthly fee of Twelve thousand five hundred dollars ($12,500); and (ii) and a one-time issuance of 150,000 shares of the Company's restricted common stock, par value $0.001 per share, due within thirty days of signing the engagement letter. | ||||||||||||||
Restricted shares of common stock | shares | 150,000 | ||||||||||||||
Consulting Fees | $ 12,500 | ||||||||||||||
Subsequent Event [Member] | Consulting Agreements [Member] | John Grainer [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Shares issued price per share | $ / shares | $ 0.001 | $ 0.001 | |||||||||||||
Compensation description | In connection with the agreement, the Company will pay Grainer compensation for consulting services as follows: (i) a monthly fee of Fifteen thousand dollars ($15,000); and (ii) the Company will issue to Grainer two hundred thousand (200,000) restricted common shares, par value $0.001 per share. One hundred thousand shares (100,000) will be issued promptly upon execution of the consulting agreement. The remaining 100,000 shares shall accrue on a quarterly basis over a two (2) year period (12,500 per quarter), commencing on the effective date of this Agreement and except for a change in control of GSRX, subsequent share distribution is subject to your continued engagement. If this engagement is terminated prior to the accrual of any quarterly basis share accrual, you shall not be entitled to receive the unaccrued shares. | ||||||||||||||
Restricted shares of common stock | shares | 200,000 | ||||||||||||||
Consulting Fees | $ 15,000 | ||||||||||||||
Subsequent Event [Member] | Consulting Agreements [Member] | John Grainer [Member] | Issued Promptly Upon Execution [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Restricted shares of common stock | shares | 100,000 | ||||||||||||||
Subsequent Event [Member] | Consulting Agreements [Member] | John Grainer [Member] | Accrue On Quarterly Basis [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Restricted shares of common stock | shares | 100,000 | ||||||||||||||
Subsequent Event [Member] | Consulting Agreements [Member] | John Grainer [Member] | Per Quarter [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Restricted shares of common stock | shares | 12,500 | ||||||||||||||
Subsequent Event [Member] | Share Exchange and Ancillary Rights Agreements [Member] | Chemesis International Inc [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Number of common stock shares issued | shares | 11,666,998 | ||||||||||||||
Agreement term | 1) CSI will be entitled to nominate and have one member to the Company's Board of Directors, as long as CSI holds 10% or more of the Company's issued and outstanding common shsares. Likewise, the Company will be entitled to nominate and have one member on the CSI Board of Directors, as long as the Company holds 5% or more of the issued and outstanding common shares. 2) If the Company proposes to issue shares to raise capital, CSI has a participation right to subscribe for and purchase such number of shares to maintain its equity ownership percentage of the Company. 3) The Company will provide CSI with the first right of refusal to produce any requested cannabis or hemp-based CBD products if CSI has production facilities in the jurisdiction the Company has the request (i.e. California or Puerto Rico). Chemesis has ten days to respond to the request of product. After that, the Company can request product from a third party. 4) The Agreement may be terminated by written agreement of the Company and CSI or if CSI ownership percentage decreases below 5% of the issued and outstanding shares of the Company. | ||||||||||||||
Restricted shares of common stock | shares | 7,291,874 | ||||||||||||||
Subsequent Event [Member] | Share Exchange and Ancillary Rights Agreements [Member] | Chemesis International Inc [Member] | Beginning Six Months After Closing Date [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Sale of stock, description | The exchange allows a mutual leak out. Beginning six months after the closing date, the Company shall be able to sell up to 1,215,313 of the CSI shares and CSI shall be able to sell 1,944,500 of the Company's shares every six months, subject to compliance with any applicable securities laws and stock exchange rules. | ||||||||||||||
Subsequent Event [Member] | Share Exchange and Ancillary Rights Agreements [Member] | Chemesis International Inc [Member] | Beginning Six Months After Closing Date [Member] | Common Stock [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Number of shares sold | shares | 1,944,500 | ||||||||||||||
Subsequent Event [Member] | Share Exchange and Ancillary Rights Agreements [Member] | Chemesis International Inc [Member] | Beginning Six Months After Closing Date [Member] | Restricted Shares [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Number of shares sold | shares | 1,215,313 |