Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Mar. 15, 2018 | Jun. 30, 2017 | |
Document And Entity Information | |||
Entity Registrant Name | US HIGHLAND, INC. | ||
Entity Central Index Key | 1,381,871 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2017 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Is Entity a Well-known Seasoned Issuer | No | ||
Is Entity a Voluntary Filer? | No | ||
Is Entity's Reporting Status Current? | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity public float | $ 898,170 | ||
Entity Common Stock, Shares Outstanding | 371,049,115 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,017 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Current Assets | ||
Cash and cash equivalents | $ 3,066 | $ 260 |
Deposit in acquisition | 75,000 | |
Total Current Assets | 78,066 | 260 |
Total Assets | 78,066 | 260 |
Current Liabilities | ||
Accounts payable | 350,465 | 283,879 |
Accrued liabilities ($0 and $177,852 related parties, respectively) | 704,987 | 539,844 |
Convertible debentures, net of discounts of $0 and $180,716, respectively | 768,753 | 527,150 |
Derivative liabilities | 409,948 | 402,881 |
Loans payable ($0 and $370,000 related parties, respectively | 481,000 | 481,000 |
Total Liabilities | 2,715,154 | 2,234,754 |
Commitments and Contingencies | 0 | 0 |
Stockholders' Deficit | ||
Preferred stock | ||
Common stock, 1,000,000,000 shares authorized, $0.01 par value; 345,450,049 and 315,661,049 shares and outstanding at December 31, 2017 and 2016 respectively | 3,454,502 | 3,156,612 |
Treasury stock, at cost - 58,333 shares | (773,500) | (773,500) |
Additional paid-in capital | 69,892,158 | 69,892,158 |
Accumulated deficit | (75,244,112) | (74,543,629) |
Total Stockholder's Deficit | (2,637,087) | (2,234,494) |
Total Liabilities and Stockholder's Deficit | 78,066 | 260 |
Series A Preferred Stock | ||
Stockholders' Deficit | ||
Preferred stock | 33,815 | 33,815 |
Series B Preferred Stock | ||
Stockholders' Deficit | ||
Preferred stock | $ 50 | $ 50 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Current Liabilities | ||
Accrued liabilities - related parties | $ 0 | $ 177,852 |
Convertible debentures, net of discounts | 0 | 180,716 |
Loans payable - related parties | $ 0 | $ 370,000 |
Stockholders' Deficiency | ||
Common Stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common Stock, par value (in Dollars per share) | $ 0.01 | $ 0.01 |
Common Stock, shares issued | 345,450,049 | 315,661,069 |
Common Stock, shares outstanding | 345,450,049 | 315,661,069 |
Treasury Stock - shares | 58,333 | 58,333 |
Series A Preferred Stock | ||
Stockholders' Deficiency | ||
Preferred Stock, shares authorized | 3,500,000 | 3,500,000 |
Preferred Stock, par value (in Dollars per share) | $ 0.01 | $ 0.01 |
Preferred Stock, shares issued | 3,381,520 | 3,381,520 |
Preferred Stock, shares outstanding | 3,381,520 | 3,381,520 |
Series B Preferred Stock | ||
Stockholders' Deficiency | ||
Preferred Stock, shares authorized | 10,000 | 10,000 |
Preferred Stock, par value (in Dollars per share) | $ 0.01 | $ 0.01 |
Preferred Stock, shares issued | 5,000 | 5,000 |
Preferred Stock, shares outstanding | 5,000 | 5,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Consolidated Statements Of Operations | ||
Revenue | ||
Operating Expenses | ||
Depreciation | 2,252 | |
General and administrative | 1,681 | 39,014 |
Professional fees | 78,715 | 220,796 |
Total Operating Expenses | 80,396 | 262,062 |
Operating Loss | (80,396) | (262,062) |
Other Income (Expense) | ||
Interest expense | (325,471) | (817,841) |
Change in fair value of derivatives | (44,084) | 16,932,425 |
Gain on settlement of debt | 624,966 | |
Loss on disposal of Assets | (383) | (211,681) |
Loss of Convertible Notes | (250,149) | (2,766,193) |
Other income | 2,311 | |
Total Other Income (Expense) | (620,087) | 13,763,987 |
Net (Loss) Income | $ (700,483) | $ 13,501,925 |
Net Earnings (Loss) Per Common Share - Basic | $ 0.11 | |
Net Earnings (Loss) Per Common Share - Diluted | $ 0.06 | |
Basic weighted average common shares outstanding | 321,226,043 | 122,234,935 |
Diluted weighted average common shares outstanding | 321,226,043 | 237,835,850 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Stockholders' Deficit - USD ($) | Undesignated Preferred Stock | Series A Preferred Stock | Series B Preferred Stock | Common Stock | Common stock reserved for future isuance | Additional Paid-In Capital | Treasury Stock | Accumulated Deficit | Total |
Beginning Balance, Shares at Dec. 31, 2015 | 3,381,520 | 5,000 | 58,162,669 | ||||||
Beginning Balance, Amount at Dec. 31, 2015 | $ 33,815 | $ 50 | $ 581,627 | $ 197,865 | $ 69,697,929 | $ (773,500) | $ (88,045,554) | $ (18,307,768) | |
Shares Issued for Debt Conversions, Shares | 257,498,400 | ||||||||
Shares Issued for Debt Conversions, Amount | $ 2,574,985 | 194,229 | 2,769,214 | ||||||
Write-off of shares issuable for accrued interest | (197,865) | (197,865) | |||||||
Net income | 13,501,925 | 13,501,925 | |||||||
Ending Balance, Shares at Dec. 31, 2016 | 3,381,520 | 5,000 | 315,661,069 | ||||||
Ending Balance, Amount at Dec. 31, 2016 | $ 33,815 | $ 50 | $ 3,156,612 | 69,892,158 | (773,500) | (74,543,629) | (2,234,494) | ||
Shares issued on convertible notes, Shares | 29,788,980 | ||||||||
Shares issued on convertible notes, Amount | $ 297,890 | 297,890 | |||||||
Net income | (700,483) | (700,483) | |||||||
Ending Balance, Shares at Dec. 31, 2017 | 3,381,520 | 5,000 | 345,450,049 | ||||||
Ending Balance, Amount at Dec. 31, 2017 | $ 33,815 | $ 50 | $ 3,454,502 | $ 69,892,158 | $ (773,500) | $ (75,244,112) | $ (2,637,087) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Operating Activities | ||
Net income (loss) | $ (700,483) | $ 13,501,925 |
Adjustments to reconcile net income (loss) to cash used in operating activities: | ||
Depreciation expense | 2,252 | |
Accretion expense | 180,716 | 693,785 |
Change in fair value of derivatives | 44,084 | (16,932,425) |
Gain on Settlement of assets and payables | (563,585) | |
Loss on Convertible debt | 250,149 | 2,766,193 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and deposit | (75,000) | |
Accounts payable and accrued liabilities | 431,192 | 94,624 |
Accrued liabilities - related parties | (177,852) | (56,572) |
Net Cash Used in Operating Activities | (47,194) | (493,803) |
Net Cash Used in Investing Activities | ||
Financing Activities | ||
Proceeds from convertible debentures | 50,000 | 285,500 |
Proceeds from loans payable | 195,000 | |
Net Cash Provided by Financing Activities | 50,000 | 480,500 |
Increase (Decrease) In Cash | 2,806 | (13,303) |
Cash - Beginning of Period | 260 | 13,563 |
Cash - End of Period | 3,066 | 260 |
Supplemental Cash Flows Information: | ||
Cash paid for Income Taxes: | ||
Cash paid for interest | ||
Non-cash Investing and Financing Activities | ||
Common shares issued for payment on convertible debt | $ 10,724 | $ 2,769,213 |
Summary of Business and Basis o
Summary of Business and Basis of Presentation | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
1. Summary of Business and Basis of Presentation | Organization and Business US Highland, Inc. was originally formed as a limited liability company on February 5, 1999 under the name The Powerhouse, L.L.C. pursuant to the laws of the State of Oklahoma. On November 9, 2006, Powerhouse Productions, L.L.C. filed Articles of Conversion changing the entity from a limited liability company to a corporation under the name Harcom Productions, Inc. On January 25, 2010, Articles of Merger were filed with the State of Oklahoma merging U.S. Highland, Inc., an Oklahoma corporation into Harcom Productions, Inc. and the name of the corporation was changed to US Highland, Inc. US Highland, Inc. (the Company) is a recreational power sports Original Equipment Manufacturer (OEM), developing motorcycles, quads, single cylinder engines, and v-twin engines under its own brand and for other OEMs. During 2017, the Company exited the recreational power sports OEM and leisure activity vehicles markets. On March 8, 2018, the Company entered the fast-casual restaurant space through its share-exchange acquisition of TruFood Provision Co., a healthy dining establishment that plans to expand across the south east. TruFood Provision Co. is a healthy dining pure play, and positions the Company in the rapidly growing healthy eating space. Basis of Presentation The consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the SEC) and reflect all adjustments (consisting of normal recurring adjustments unless otherwise indicated) which, in the opinion of management, are necessary for a fair presentation of the results for the interim periods presented. Certain information in footnote disclosures normally included in the financial statements were prepared in conformity with accounting principles generally accepted in the United States of America and have been condensed or omitted pursuant to such principles and the financial results for the periods presented may not be indicative of the full years results. The Company believes the disclosures are adequate to make the information presented not misleading. Going Concern The accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles which contemplate continuation of the Company as a going-concern basis. The going concern basis assumes that assets are realized and liabilities are extinguished in the ordinary course of business at amounts disclosed in the consolidated financial statements. The Company has incurred recurring losses from operations, and as of December 31, 2017, current liabilities exceed current assets by $2,637,087 and the Company has an accumulated deficit of $75,244,112. The Companys ability to continue as a going concern depends upon its ability to obtain adequate funding to support its operations through continuing investments of debt and/or equity by qualified investors/creditors, internally generated working capital and monetization of intellectual property assets. These factors raise substantial doubt about the Companys ability to continue as a going concern. These consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Management is currently pursuing a business strategy which includes raising the necessary funds to finance the Companys development and marketing efforts. Description of New Business Decisions On September 30, 2016, the company recognized a write off of debt and prepaid expenses under the Oklahoma Statutes, Title 12, Section 12-95.A.1. and Section 12-95.A.2. for expired period of limitations. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
2. Summary of Significant Accounting Policies | a) Principles of Consolidation The Companys consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States. These consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, USH Distribution Corp., and Powersports Brand Alliance, Inc. All significant intercompany transactions and balances have been eliminated. b) Use of Estimates The preparation of these consolidated financial statements in accordance with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to useful life and recoverability of long-lived assets, stock-based compensation, derivative liabilities, deferred income tax asset valuations, fair values of financial instruments and loss contingencies. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Companys estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. c) Reclassifications Certain amounts in the prior period presented have been reclassified to conform to the current period financial statement presentation. These reclassifications have no effect on previously reported net loss. d) Cash and Cash Equivalents The Company considers all highly liquid instruments with maturities of three months or less at the time of issuance to be cash equivalents. e) Fair Value Measurements The Company measures and discloses the estimated fair value of financial assets and liabilities using the fair value hierarchy prescribed by US generally accepted accounting principles. The fair value hierarchy has three levels, which are based on reliable available inputs of observable data. The hierarchy requires the use of observable market data when available. The three-level hierarchy is defined as follows: Level 1 quoted prices for identical instruments in active markets. Level 2 quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model derived valuations in which significant inputs and significant value drivers are observable in active markets; and. Level 3 fair value measurements derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Financial instruments consist principally of cash and cash equivalents, accounts payable, loans payable and convertible debentures. Derivative liabilities are determined based on Level 3 inputs, which are significant and unobservable and have the lowest priority. There were no transfers into or out of Level 3 during the years ended December 31, 2017 or 2016. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or durations. Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial statement. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates. See f) Income Taxes The Company accounts for income taxes using the asset and liability method. Accordingly, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in the tax rate is recognized in income or expense in the period that the change is effective. Tax benefits are recognized when it is probable that the deduction will be sustained. A valuation allowance is established when it is more likely that not that all or a portion of a deferred tax asset will not be realized. The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. No such interest or penalties were recognized during the period presented. The Company had no accruals for interest and penalties at December 31, 2017 or 2016. g) Research and Development Research and development costs are expensed as incurred. h) Basic and Diluted Net Loss Per Common Share Basic earnings (loss) per common share is calculated by dividing net profit attributable to common stockholders by the weighted average number of outstanding common shares during the year. The calculation of basic earnings (loss) per share excludes any dilutive effects of options, warrants and other stock-based compensation, which are included in diluted earnings per share. When a company is in a loss situation, all outstanding dilutive shares are excluded from the calculation of diluted earnings because their inclusion would be antidilutive; and the basic and fully diluted common shares outstanding are stated to be the same. At December 31, 2017 and 2016, approximately 518,500,000 and 115,600,915 shares, respectively, underlying the convertible debentures and preferred shares were antidilutive. i) Subsequent Events The Companys management reviewed all material events through the issuance date of this report for disclosure purpose. j) Recently Issued Accounting Pronouncements The Company has implemented all new accounting pronouncements that are in effect and that may impact its consolidated financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
Deposit on TruFood Provisions C
Deposit on TruFood Provisions Co. Acquisition | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
3. Deposit on TruFood Provisions Co. Acquisition | On March 8, 2018, the Company entered into a share exchange agreement with TruFood Provisions Co (TruFood). Per the agreement, the Company will exchange 65% of the issued and outstanding stocks of US Highland and $75,000 for 100% of the equity of TruFood. It is expected that all other debt related to the operation of TruFood will be retired at or prior to the closing date. As of December 31, 2017, the Company had deposited $30,000 related to this acquisition and recorded the remaining balance of $45,000 in accounts payable. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
4. Property and Equipment | Depreciation expense amounted to $0 and $2,252 for the year ended December 31, 2017 and 2016, respectively. On September 30, 2016, the company wrote off the property and equipment that was disposed. |
Loans Payable
Loans Payable | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
5. Loans Payable | Loans payable consist of the following: December 31, 2017 December 31, 2016 a) On May 30, 2013 and August 12, 2013, the Company received advances from a director for $2,000 and $25,000, respectively. On August 12, 2013, the Company entered into an unsecured, non-guaranteed, demand loan agreement with the director for $27,000. The loan bears interest at 1% per annum compounded monthly. $ 27,000 $ 27,000 b) On February 27, 2014, and March 19, 2015, the Company received advances from a director of $6,000, and $10,200, respectively. During the year ended December 31, 2015, the Company repaid $13,200. The advances are unsecured, due on demand and bears interest at 1% per annum compounded and calculated monthly. $ 3,000 $ 3,000 c) On September 18, 2014, May 29, 2015, July 3, 2015, December 2, 2015, and January 4, 2016, the Company entered into unsecured, non-guaranteed, loan agreements pursuant to which the Company received proceeds of $35,000, $4,000, $5,000, $22,000, and $45,000, respectively. The loans bear interest at 8% per annum compounded annually and are due 1 year after the date of issuance. $ 111,000 $ 111,000 d) On December 4, 2014, January 29, 2015, August 12, 2015, August 21, 2015, September 1, 2015, September 15, 2015, November 13, 2015, and December 23, 2015, the Company issued unsecured notes payable of $20,000, $20,000, $20,000, $25,000, $40,000, $25,000, $30,000 and $10,000, respectively, to a significant shareholder. The notes bear interest at an annual rate of 8% per annum, are uncollateralized, and due 1 year after the date of issuance. $ 190,000 $ 190,000 f) On September 2, 2016 the Company issued an unsecured note payable of $100,000 respectively to a significant shareholder. The note bears interest at an annual rate of 5% per annum, is uncollateralized, and due 1 year after the date of issuance. $ 100,000 $ 100,000 g) On September 2, 2016 the Company issued an unsecured note payable of $50,000 respectively to a significant shareholder. The note bears interest at an annual rate of 5% per annum, is uncollateralized, and due 1 year after the date of issuance. $ 50,000 $ 50,000 Total $ 481,000 $ 481,000 Less Short-Term Portion (481,000 ) (481,000 ) Long Term Loans Payable $ - $ - As of December 31, 2017, these loans are past due and therefore classified as current debt. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
6. Related Party Transactions | Certain directors and management are no longer with the Company, and as such, there are no longer any related-party transactions. Prior year amounts consisted of notes payable, accrued interest, and wages and consulting fee expenses accrued and owed to former officers and directors. |
Convertible Debentures
Convertible Debentures | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
7. Convertible Debentures | a) Effective January 25, 2010, the Company issued a convertible note for $225,000. Pursuant to the terms of the agreement, the loan was unsecured, non-interest bearing, and was due on December 21, 2010. The note was convertible into shares of the Companys common stock at any time at a variable conversion price equal to 65% of the average of the closing bid prices of the common stock during the 28 trading days prior to the date of the conversion notice and was subject to adjustment upon the issuance of certain dilutive instruments. Due to these provisions, the embedded conversion option qualified for derivative accounting and bifurcation under ASC 815-15 Derivatives and Hedging See b) On July 25, 2013, the Company issued a convertible note for up to $500,000 and warrants to purchase 12,500,000 underlying shares of the Companys common stock. The warrants are exercisable into 10,000,000 common shares of the Company at $0.05 per share and 2,500,000 shares at an exercise price of $0.10 per share until July 31, 2014. During the year ended December 31, 2013, the Company received proceeds of $500,000 under the note. The note bears interest at 8% per annum compounded monthly, and principal and interest are due on July 31, 2014. In addition, so long as any amounts are due hereunder, the Company is obligated to remit to the lender 100% of all revenues, payments and receivables from the sale of the first 50 engines sold by the Company. The note is secured against substantially all of the assets of the Company. The note may be prepaid by the Company without penalty with 30 days prior notice. The note is convertible into shares of the Companys common stock at any time at a conversion price equal to $0.02 per share and is subject to adjustment upon the issuance of certain dilutive instruments and other events. The conversion price was subsequently reduced to $0.01 per share upon the failure to file various reports with the SEC within 120 days of the issuance of the note. On December 31, 2015, the Company and the note holder agreed to extend the maturity date to December 31, 2016. Interest shall accrue at 12% per annum but may be reduced to 8% for any period of time in which the interest is paid in cash and not accrued. The Company accounted for the modification in accordance with ASC 405-20 and ASC 470-50-40. As the present value of the future cash flows was more than 10% different than the cash flows of the original debt, it was determined that the original and new debt instruments are substantially different and the Company treated the original convertible note extinguished and exchanged for a new convertible note. The Company recorded a gain on extinguishment of debt of $492,585. The Company also recognized the fair value of the embedded conversion feature of $16,507,415 as a derivative liability and reduced the value of the convertible loan to $nil. During the year ended December 31, 2015, the Company recorded total accretion of $500,000. At December 31, 2017 and 2016, the carrying value of the note was $500,000. c) On February 11, 2016, the Company entered into two convertible promissory notes for a total of $275,000, pursuant to which the Company received proceeds of $237,500, net of an original issue discount of $25,000 and legal fees of $12,500. The notes are convertible at a price equal to 60% of the lowest trading price of the Companys common stock for the 20 prior trading days, bearing interest at 8% per annum and due on February 11, 2017. Due to these provisions, the embedded conversion options qualified for derivative accounting and bifurcation under ASC 815-15 Derivatives and Hedging . The initial fair value of the derivative liabilities of $308,492 resulted in a full discount to the note payable of $250,000 and the recognition of $59,492 as additional interest expense. During the year ended December 31, 2017, the entire balance of the discounts and costs were recognized in full. At December 31, 2017 and 2016, the carrying value of the notes was $275,000 and $135,260 with unamortized discount of $nil and $139,740, respectively. These notes are past due as of the issuance of these financial statements, as a result the interest rate increased to 24%. d) On May 17, 2016, the Company entered into a convertible promissory note for $55,000, pursuant to which the Company received proceeds of $48,000, net of an original issue discount of $5,000 and legal fees of $2,000. The notes are convertible at a price equal to 55% of the lowest trading price of the Companys common stock for the 20 prior trading days, bearing interest at 8% per annum and due on May 17, 2017. Due to these provisions, the embedded conversion options qualified for derivative accounting and bifurcation under ASC 815-15 Derivatives and Hedging. The initial fair value of the derivative liabilities of $95,047 resulted in a full discount to the note payable of $50,000 and the recognition of $45,047 as additional interest expense. At December 31, 2017 and 2016, the carrying value of the notes was $55,000 and $9,544 with unamortized discount of $nil and $45,456, respectively. These notes are past due as of the issuance of these financial statements, as a result the interest rate increased to 24%. e) On October 30, 2017, the Company entered into a convertible promissory note for $25,000, pursuant to which the Company received proceeds of $25,000. The notes are convertible at any time after September 13, 2018 at a mutually agreed upon conversion price, bearing interest rate at 10% per annum and due on October 30, 2019. Due to these provisions, the embedded conversion options does not currently qualify for derivative accounting and bifurcation under ASC 815-15 Derivatives and Hedging. At December 13, 2017, the carrying value of the note was $25,000. f) On November 18, 2017, the Company entered into a convertible promissory note for $25,000, pursuant to which the Company received proceeds of $25,000. The notes are convertible at any time after September 13, 2018 at a mutually agree upon conversion price, bearing interest rate at 10% per annum and due on November 30, 2019. Due to these provisions, the embedded conversion options does not currently quality for derivative accounting and bifurcation under ASC 815-15 Derivatives and Hedging. At December 13, 2017, the carrying value of the note was $25,000. |
Derivative Liabilities
Derivative Liabilities | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
8. Derivative Liabilities | The embedded conversion options of the Companys convertible debentures described in Note 7 contain conversion features that qualify for embedded derivative classification. The fair value of these liabilities will be re-measured at the end of every reporting period and the change in fair value will be reported in the statement of operations as a gain or loss on derivative financial instruments. The table below sets forth a summary of changes in the fair value of the Companys Level 3 financial liabilities: Year Ended Year Ended December 31, December 31, 2017 2016 Balance at the beginning of the period $ 402,881 $ 16,886,192 Addition of new derivative liabilities - 403,539 Change in fair value of warrants - (290,276 ) Change in fair value of embedded conversion option 44,084 (16,596,574 ) Derecognition of derivative liabilities upon settlement of convertible notes (37,017 ) - Balance at the end of the period $ 409,948 $ 402,881 The Company uses Level 3 inputs for its valuation methodology for the warrant derivative liabilities and embedded conversion option liabilities as their fair values were determined by using the Black- Scholes option pricing model based on various assumptions. The model incorporates the price of a share of the Companys common stock (as quoted on the Over the Counter Bulletin Board), volatility, risk free rate, dividend rate and estimated life. Significant changes in any of these inputs in isolation would result in a significant change in the fair value measurement. As, required, these are classified based on the lowest level of input that is significant to the fair value measurement. The following table shows the assumptions used in the calculations: Expected Volatility Risk-free Interest Rate Expected Dividend Yield Expected Life (in years) At December 31, 2016 134% - 216% 0.20% - 1.03% 0% 0.25 - 2.50 At December 31, 2017 335% 1.39% 0% 0.25 |
Preferred Stock
Preferred Stock | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
9. Preferred Stock | a) On September 30, 2015, the Company designated 3,500,000 shares of the Companys 3,550,000 authorized blank check preferred stock as Series A Convertible Preferred Stock. The Series A Convertible Preferred Stock shall, with respect to dividend rights, rights on liquidation, winding up and dissolution, rank senior to (i) all classes of common stock of the Company and (ii) any class or series of capital stock of the Company hereafter created (unless, with the consent of the holders of Series A Convertible Preferred Stock). The holders of the Series A Preferred Stock shall not entitled to receive any dividends and shall have the voting equivalency of 10 shares of common stock. Each holder of Series A Preferred Stock shall have the right at any time or from time to time from and after the day immediately following the date the Series A Preferred Stock is first issued, to convert each share of Series A Preferred Stock into 10 fully-paid and non-assessable share of common stock, par value $0.01 per share, of the Company. In connection with any conversion hereunder, each holder of Series A Convertible Preferred Stock if such conversion would cause such holder or any of its assignees to beneficially own more than 4.99% of the common stock of the Company. b) On September 30, 2015, the Company issued an aggregate of 3,381,520 shares of Series A Convertible Preferred Stock at a fair value of $12,849,776 to settle convertible and promissory notes in the amount of $1,487,000 and accrued interest of $203,760. The Company recorded a gain on settlement of debt of $1,495,529. c) On November 20, 2015, the Company designated 10,000 shares of the Companys 3,550,000 authorized blank check preferred stock as Series B Convertible Preferred Stock. The Series B Convertible Preferred Stock shall, with respect to dividend rights, rights on liquidation, winding up and dissolution, rank senior to (i) all classes of common stock of the Company and (ii) any class or series of capital stock of the Company hereafter created (unless, with the consent of the holders of Series B Convertible Preferred Stock). The holders of the Series B Preferred Stock shall not entitled to receive any dividends and shall have the voting equivalency of 4,000 shares of common stock. Each holder of Series B Preferred Stock shall have the right at any time or from time to time from and after the day immediately following the date the Series B Preferred Stock is first issued, to convert each share of Series B Preferred Stock into 4,000 fully-paid and non-assessable share of common stock, par value $0.01 per share, of the Company. In connection with any conversion hereunder, each holder of Series B Convertible Preferred Stock if such conversion occurred would cause such holder or any of its assignees to beneficially own more than 4.99% of the common stock of the Company. |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
10. Common Stock | a) During August, 2016, the Company issued 38,479,487 shares of common stock to settle $47,904 on debt conversions with two significant shareholders of the Company. b) During September, 2016, the Company issued 115,989,052 shares of common stock to settle $56,552 on a debt conversion with two significant shareholders of the Company. c) On October 6, 2016, the Company issued 24,655,278 shares of common stock to settle $4,330 on a debt conversion with two significant shareholders of the Company. d) During November, 2016, the Company issued 78,374,583 shares of common stock to settle $11,234 on a debt conversion with two significant shareholders of the Company. e) On July 13, 2017, the Company issued 29,788,980 shares of common stock to settle $8,800 of principal and $1,924 of interest on a debt conversion with a significant shareholder of the Company. f) As of September 30, 2017, there was an insufficient amount of the Companys authorized common stock to satisfy the potential number of shares that would be required to satisfy the outstanding convertible preferred shares and convertible debt into common stock. In accordance with ASC 815 Derivatives and hedging, the Company analyzed which contracts could be classified as equity through the following sequencing methodology: contracts with no maturity date (convertible preferred shares) then contracts with the earliest maturity date first. Under this methodology, the management determined there was no additional liability, as there is already a derivative liability recorded for the embedded conversion feature. |
Commitments
Commitments | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
11. Commitments | a) On February 22, 2016, the Company entered into a Release of Claims and Settlement Agreement with John R. Fitzpatrick, III, Steven Pfaff, and certain of the Companys officers and directors. Pursuant to the settlement agreement, the parties discharged each other from all claims actions, demands, costs, losses, damages, and expenses relating to Mr. Fitzpatricks and Mr. Pfaffs previous employment with the Company in consideration for an aggregate settlement amount of $200,000 in two installments. The Company and the directors also agreed to execute and deliver a pocket judgement against them which shall not be filed unless the Company fails to make the scheduled payments under the settlement agreement. On September 6, 2016, the company paid the remaining $150,000 to settle this dispute in full b) On October 5, 2017, the Company entered into a letter of intent for an acquisition of 100% equity of TruFood Provisions Co in exchange for 65% of US Highlands issued and outstanding stock and $75,000. This letter shall terminate, unless extended by mutual written agreement, upon the earliest to occur of a) written notice by the Company to TruFood, b) execution of a purchase agreement, or c) January 31, 2018. As of December 31, 2017, the company had paid $30,000 as deposit for this acquisition and $45,000 in accounts payable for the remaining balance due. |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
12. Earnings (Loss) Per Share | A reconciliation of the components of basic and diluted net income per common share is presented in the tables below: For the Year Ended December 31, 2017 2016 Income (Loss) Weighted Average Common Shares Outstanding Per Share Income (Loss) Weighted Average Common Shares Outstanding Per Share Basic: Income (loss) attributable to common stock $ (700,483 ) 321,226,043 $ - $ 13,501,925 122,234,935 $ 0.11 Diluted: Income (loss) attributable to common stock, including assumed conversions $ (700,483 ) 321,226,043 $ - $ 13,501,925 237,835,850 $ 0.06 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
13. Income Taxes | The Company is required to compute tax asset benefits for net operating losses carried forward. The potential benefit of net operating losses have not been recognized in the consolidated financial statements because the Company cannot be assured that it is more likely than not that it will utilize the net operating losses carried forward in future years. The Company did not incur any income tax expense for the years ended December 31, 2017, and 2016. At December 31, 2017, $6,758,513 of federal and state net operating losses were available to the Company to offset future taxable income, which will expire commencing in 2030. Given the short history of the Company and the uncertainty as to the likelihood of future taxable income, the Company has recorded a 100% valuation reserve against the anticipated recovery from the use of the net operating losses created at the inception or generated thereafter. The Company will evaluate the appropriateness of the valuation allowance on an annual basis and adjust the allowance as considered necessary. There is a potential that the NOL not be able to be used. The company is currently evaluating the ability to use the NOL in future periods. The items accounting for the difference between income taxes computed at the statutory rates and the provisions for income taxes are as follows for the years ended December 31, 2017 and 2016: December 31, 2017 December 31, 2016 Net income (loss) before taxes $ (700,483 ) $ 13,501,925 Statutory rate 34 % 34 % Computed expected tax (recovery) $ (238,164 ) $ 4,590,655 Depreciation - 2,252 Accretion 61,443 693,784 Gain/Loss on derivatives and convertible notes (100,039 ) (14,166,232 ) Gain/Loss on write-down of assets and liabilities 130 413,285 Net operating loss (119,441 ) (8,466,256 ) Valuation allowance 119,441 8,466,256 Net deferred taxes $ $ The Company follows the provisions of FASB ASC Subtopic 740-10-65-1, Income Taxes. As of December 31, 2017, and 2016, the valuation allowance was $6,526,656 and $6,407,215, respectively. The change in the valuation allowance was $119,441 and $8,228,044 for the years ended December 31, 2017 and 2016. As of December 31, 2017, and 2016, the Company did not recognize any liability for unrecognized tax benefits. The Tax Cuts and Jobs Act (the Act) was enacted on December 22, 2017. The Act reduces the U.S., federal corporate tax rate from 35% to 21%, requires companies to pay a one-time transition tax on earnings of certain foreign subsidiaries that were previously tax deferred and creates new taxes on certain foreign sourced earnings. As of December 31, 2017, the Company has not completed the accounting for the tax effects of enactment of the Act; however, as described below, it has made a reasonable estimate of the effects on existing deferred tax balances. These amounts are provisional and subject to change operations.. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
14. Subsequent Events | a) Subsequent to year end the deposit due to Tru-Food was paid in full. b) Subsequent to year end Adar Bays converted $11,159.39 of principal into 11,702,490 shares of common stock. In Addition, GW holdings, also converted $16,000.00 in principal into 29,023,731 shares of common stock c) On January 4 th d) On January 14 th e) Refer to 8Ks filed subsequent to year end. f) Subsequent to year end the articles were amended to increase the authorized to 1 billion. |
Summary of Business and Basis21
Summary of Business and Basis of Presentation (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Summary Of Business And Basis Of Presentation Policies | |
Principles of Consolidation | The Companys consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States. These consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, USH Distribution Corp., and Powersports Brand Alliance, Inc. All significant intercompany transactions and balances have been eliminated. |
Use of Estimates | The preparation of these consolidated financial statements in accordance with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to useful life and recoverability of long-lived assets, stock-based compensation, derivative liabilities, deferred income tax asset valuations, fair values of financial instruments and loss contingencies. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Companys estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. |
Reclassifications | Certain amounts in the prior period presented have been reclassified to conform to the current period financial statement presentation. These reclassifications have no effect on previously reported net loss. |
Cash and Cash Equivalents | The Company considers all highly liquid instruments with maturities of three months or less at the time of issuance to be cash equivalents. |
Fair Value Measurements | The Company measures and discloses the estimated fair value of financial assets and liabilities using the fair value hierarchy prescribed by US generally accepted accounting principles. The fair value hierarchy has three levels, which are based on reliable available inputs of observable data. The hierarchy requires the use of observable market data when available. The three-level hierarchy is defined as follows: Level 1 quoted prices for identical instruments in active markets. Level 2 quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model derived valuations in which significant inputs and significant value drivers are observable in active markets; and. Level 3 fair value measurements derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Financial instruments consist principally of cash and cash equivalents, accounts payable, loans payable and convertible debentures. Derivative liabilities are determined based on Level 3 inputs, which are significant and unobservable and have the lowest priority. There were no transfers into or out of Level 3 during the years ended December 31, 2017 or 2016. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or durations. Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial statement. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates. See |
Income Taxes | The Company accounts for income taxes using the asset and liability method. Accordingly, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in the tax rate is recognized in income or expense in the period that the change is effective. Tax benefits are recognized when it is probable that the deduction will be sustained. A valuation allowance is established when it is more likely that not that all or a portion of a deferred tax asset will not be realized. The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. No such interest or penalties were recognized during the period presented. The Company had no accruals for interest and penalties at December 31, 2017 or 2016. |
Research and Development | Research and development costs are expensed as incurred. |
Basic and Diluted Net Loss Per Common Share | Basic earnings (loss) per common share is calculated by dividing net profit attributable to common stockholders by the weighted average number of outstanding common shares during the year. The calculation of basic earnings (loss) per share excludes any dilutive effects of options, warrants and other stock-based compensation, which are included in diluted earnings per share. When a company is in a loss situation, all outstanding dilutive shares are excluded from the calculation of diluted earnings because their inclusion would be antidilutive; and the basic and fully diluted common shares outstanding are stated to be the same. At December 31, 2017 and 2016, approximately 518,500,000 and 115,600,915 shares, respectively, underlying the convertible debentures and preferred shares were antidilutive. |
Subsequent Events | The Companys management reviewed all material events through the issuance date of this report for disclosure purpose. |
Recently Issued Accounting Pronouncements | The Company has implemented all new accounting pronouncements that are in effect and that may impact its consolidated financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
Loans Payable (Tables)
Loans Payable (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Loans Payable Tables | |
Schedule of Debt | Loans payable consist of the following: December 31, 2017 December 31, 2016 a) On May 30, 2013 and August 12, 2013, the Company received advances from a director for $2,000 and $25,000, respectively. On August 12, 2013, the Company entered into an unsecured, non-guaranteed, demand loan agreement with the director for $27,000. The loan bears interest at 1% per annum compounded monthly. $ 27,000 $ 27,000 b) On February 27, 2014, and March 19, 2015, the Company received advances from a director of $6,000, and $10,200, respectively. During the year ended December 31, 2015, the Company repaid $13,200. The advances are unsecured, due on demand and bears interest at 1% per annum compounded and calculated monthly. $ 3,000 $ 3,000 c) On September 18, 2014, May 29, 2015, July 3, 2015, December 2, 2015, and January 4, 2016, the Company entered into unsecured, non-guaranteed, loan agreements pursuant to which the Company received proceeds of $35,000, $4,000, $5,000, $22,000, and $45,000, respectively. The loans bear interest at 8% per annum compounded annually and are due 1 year after the date of issuance. $ 111,000 $ 111,000 d) On December 4, 2014, January 29, 2015, August 12, 2015, August 21, 2015, September 1, 2015, September 15, 2015, November 13, 2015, and December 23, 2015, the Company issued unsecured notes payable of $20,000, $20,000, $20,000, $25,000, $40,000, $25,000, $30,000 and $10,000, respectively, to a significant shareholder. The notes bear interest at an annual rate of 8% per annum, are uncollateralized, and due 1 year after the date of issuance. $ 190,000 $ 190,000 f) On September 2, 2016 the Company issued an unsecured note payable of $100,000 respectively to a significant shareholder. The note bears interest at an annual rate of 5% per annum, is uncollateralized, and due 1 year after the date of issuance. $ 100,000 $ 100,000 g) On September 2, 2016 the Company issued an unsecured note payable of $50,000 respectively to a significant shareholder. The note bears interest at an annual rate of 5% per annum, is uncollateralized, and due 1 year after the date of issuance. $ 50,000 $ 50,000 Total $ 481,000 $ 481,000 Less Short-Term Portion (481,000 ) (481,000 ) Long Term Loans Payable $ - $ - |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Derivative Liabilities Tables | |
Summary of Changes in Fair Value of Financial Liabilities | The table below sets forth a summary of changes in the fair value of the Companys Level 3 financial liabilities: Year Ended Year Ended December 31, December 31, 2017 2016 Balance at the beginning of the period $ 402,881 $ 16,886,192 Addition of new derivative liabilities - 403,539 Change in fair value of warrants - (290,276 ) Change in fair value of embedded conversion option 44,084 (16,596,574 ) Derecognition of derivative liabilities upon settlement of convertible notes (37,017 ) - Balance at the end of the period $ 409,948 $ 402,881 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | Expected Volatility Risk-free Interest Rate Expected Dividend Yield Expected Life (in years) At December 31, 2016 134% - 216% 0.20% - 1.03% 0% 0.25 - 2.50 At December 31, 2017 335% 1.39% 0% 0.25 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Loss Per Share Tables | |
Earnings (Loss) Per Share | A reconciliation of the components of basic and diluted net income per common share is presented in the tables below: For the Year Ended December 31, 2017 2016 Income (Loss) Weighted Average Common Shares Outstanding Per Share Income (Loss) Weighted Average Common Shares Outstanding Per Share Basic: Income (loss) attributable to common stock $ (700,483 ) 321,226,043 $ - $ 13,501,925 122,234,935 $ 0.11 Diluted: Income (loss) attributable to common stock, including assumed conversions $ (700,483 ) 321,226,043 $ - $ 13,501,925 237,835,850 $ 0.06 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Taxes Tables | |
Components of the net deferred tax asset | The items accounting for the difference between income taxes computed at the statutory rates and the provisions for income taxes are as follows for the years ended December 31, 2017 and 2016: December 31, 2017 December 31, 2016 Net income (loss) before taxes $ (700,483 ) $ 13,501,925 Statutory rate 34 % 34 % Computed expected tax (recovery) $ (238,164 ) $ 4,590,655 Depreciation - 2,252 Accretion 61,443 693,784 Gain/Loss on derivatives and convertible notes (100,039 ) (14,166,232 ) Gain/Loss on write-down of assets and liabilities 130 413,285 Net operating loss (119,441 ) (8,466,256 ) Valuation allowance 119,441 8,466,256 Net deferred taxes $ $ |
Summary of Business and Basis26
Summary of Business and Basis of Presentation (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Summary Of Business And Basis Of Presentation Details Narrative | |||
State of incorporation | Oklahoma | ||
Date of incorporation | Feb. 5, 1999 | ||
Stockholder's Deficit | $ (2,637,087) | $ (2,234,494) | $ (18,307,768) |
Accumulated deficit | $ (75,244,112) | $ (74,543,629) |
Summary of Significant Accoun27
Summary of Significant Accounting Policies (Details Narrative) - shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Summary Of Significant Accounting Policies Details Narrative | ||
Basic and diluted common shares outstanding | 518,500,000 | 115,600,915 |
Deposit on TruFood Provisions28
Deposit on TruFood Provisions Co. Acquisition (Details Narrative) - USD ($) | Mar. 08, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Accounts payable | $ 350,465 | $ 283,879 | |
Deposit in acquisition | 75,000 | ||
TruFood Provisions Co [Member] | Share exchange agreement [Member] | |||
Exchange of issued and outstanding shares, percentage | 65.00% | ||
Ownership percentage to be acquired under agreement | 100.00% | ||
Accounts payable | 45,000 | ||
Deposit in acquisition | $ 75,000 | $ 30,000 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Property And Equipment Details Narrative | ||
Depreciation expense | $ 2,252 |
Loans Payable (Details)
Loans Payable (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Loan Payable | $ 481,000 | $ 481,000 |
Less Short Term | (481,000) | (481,000) |
Long Term | ||
Loan 1 [Member] | ||
Loan Payable | 27,000 | 27,000 |
Loan 2 [Member] | ||
Loan Payable | 3,000 | 3,000 |
Loan 3 [Member] | ||
Loan Payable | 111,000 | 111,000 |
Loan 4 [Member] | ||
Loan Payable | 190,000 | 190,000 |
Loan 5 [Member] | ||
Loan Payable | 100,000 | 100,000 |
Loan 6 [Member] | ||
Loan Payable | $ 50,000 | $ 50,000 |
Loans Payable (Details Narrativ
Loans Payable (Details Narrative) - USD ($) | Sep. 02, 2016 | Jan. 04, 2016 | Dec. 02, 2015 | Nov. 13, 2015 | Sep. 01, 2015 | Aug. 12, 2015 | Jul. 03, 2015 | Dec. 04, 2014 | Aug. 12, 2013 | Dec. 23, 2015 | Sep. 15, 2015 | Aug. 21, 2015 | May 29, 2015 | Jan. 29, 2015 | Sep. 18, 2014 | Dec. 31, 2015 | Mar. 19, 2015 | Feb. 27, 2014 | May 30, 2013 |
Loan 6 [Member] | Unsecured Notes Payable [Member] | |||||||||||||||||||
Interest rate | 5.00% | ||||||||||||||||||
Maturity period | 1 year | ||||||||||||||||||
Notes payable | $ 50,000 | ||||||||||||||||||
Loan 5 [Member] | Unsecured Notes Payable [Member] | |||||||||||||||||||
Interest rate | 5.00% | ||||||||||||||||||
Maturity period | 1 year | ||||||||||||||||||
Notes payable | $ 100,000 | ||||||||||||||||||
Loan 4 [Member] | Unsecured Notes Payable [Member] | Significant shareholder [Member] | |||||||||||||||||||
Interest rate | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | |||||||||||
Maturity period | 1 year | 1 year | 1 year | 1 year | 1 year | 1 year | 1 year | 1 year | |||||||||||
Notes payable | $ 30,000 | $ 40,000 | $ 20,000 | $ 20,000 | $ 10,000 | $ 25,000 | $ 25,000 | $ 20,000 | |||||||||||
Loan 3 [Member] | Unsecured, Non-Guaranteed Loan Agreement [Member] | |||||||||||||||||||
Proceeds from issuance of debt | $ 45,000 | $ 22,000 | $ 5,000 | $ 4,000 | $ 35,000 | ||||||||||||||
Interest rate | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | ||||||||||||||
Maturity period | 1 year | 1 year | 1 year | 1 year | 1 year | ||||||||||||||
Loan 1 [Member] | Director [Member] | |||||||||||||||||||
Due to related party | $ 25,000 | $ 2,000 | |||||||||||||||||
Interest rate | 1.00% | 1.00% | |||||||||||||||||
Loan 1 [Member] | Director [Member] | Unsecured, Non-Guaranteed Loan Agreement [Member] | |||||||||||||||||||
Proceeds from issuance of debt | $ 27,000 | ||||||||||||||||||
Loan 2 [Member] | Director [Member] | |||||||||||||||||||
Due to related party | $ 10,200 | $ 6,000 | |||||||||||||||||
Interest rate | 1.00% | 1.00% | |||||||||||||||||
Repayment of related party debt | $ 13,200 |
Convertible Debentures (Details
Convertible Debentures (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Proceeds from Convertible notes | $ 50,000 | $ 285,500 | |
Gain/Loss on settlement of debt | 624,966 | ||
Recorded accretion | 61,443 | 693,784 | |
Interest expense | 325,471 | 817,841 | |
Convertible Promissory Notes Two [Member] | |||
Note payable | 25,000 | ||
Convertible Promissory Notes One [Member] | |||
Note payable | $ 55,000 | 9,544 | |
Interest rate | 24.00% | ||
Unamortized discount | 45,456 | ||
Convertible Promissory Notes [Member] | |||
Note payable | $ 275,000 | 135,260 | |
Interest rate | 24.00% | ||
Unamortized discount | 139,740 | ||
Convertible Promissory Notes Three [Member] | |||
Note payable | 25,000 | ||
October 30, 2017 [Member] | Convertible Promissory Notes Two [Member] | |||
Convertible note | $ 25,000 | ||
Due date | Oct. 30, 2019 | ||
Proceeds from Convertible notes | $ 25,000 | ||
Interest rate | 10.00% | ||
May 17, 2016 [Member] | Convertible Promissory Notes One [Member] | |||
Convertible note | $ 55,000 | ||
Due date | May 17, 2017 | ||
Terms of conversion feature | The notes are convertible at a price equal to 55% of the lowest trading price of the Company's common stock for the 20 prior trading days, bearing interest at 8% per annum and due on May 17, 2017 | ||
Fair value of derivative liability | $ 95,047 | ||
Note payable | 50,000 | ||
Proceeds from Convertible notes | $ 48,000 | ||
Interest rate | 8.00% | ||
Unamortized discount | $ 5,000 | ||
Legal fees | 2,000 | ||
Interest expense | 45,047 | ||
February 11, 2016 [Member] | Convertible Promissory Notes [Member] | |||
Convertible note | $ 275,000 | ||
Due date | Feb. 11, 2017 | ||
Terms of conversion feature | The notes are convertible at a price equal to 60% of the lowest trading price of the Company's common stock for the 20 prior trading days, bearing interest at 8% per annum and due on February 11, 2017 | ||
Fair value of derivative liability | $ 308,492 | ||
Note payable | 250,000 | ||
Proceeds from Convertible notes | $ 237,500 | ||
Interest rate | 8.00% | ||
Unamortized discount | $ 25,000 | ||
Legal fees | 12,500 | ||
Interest expense | 59,492 | ||
November 18, 2017 [Member] | Convertible Promissory Notes Three [Member] | |||
Convertible note | $ 25,000 | ||
Due date | Nov. 30, 2019 | ||
Proceeds from Convertible notes | $ 25,000 | ||
Interest rate | 10.00% | ||
Convertible Note [Member] | |||
Note payable | $ 500,000 | $ 500,000 | |
Recorded accretion | $ 500,000 | ||
Convertible Note [Member] | December 31, 2015 [Member] | |||
Due date | Dec. 31, 2016 | ||
Fair value of the conversion feature | $ 16,507,415 | ||
Interest rate | 12.00% | ||
Present value of the future cash flows | 10.00% | ||
Gain/Loss on settlement of debt | $ 492,585 | ||
Reduced interest rate | 8.00% | ||
Convertible Note [Member] | July 25, 2013 [Member] | |||
Convertible note | $ 500,000 | ||
Due date | Jul. 31, 2014 | ||
Terms of conversion feature | The note is convertible into shares of the Companys common stock at any time at a conversion price equal to $0.02 per share and is subject to adjustment upon the issuance of certain dilutive instruments and other events. The conversion price was subsequently reduced to $0.01 per share upon the failure to file various reports with the SEC within 120 days of the issuance of the note | ||
Description for prepayment of note | The note may be prepaid by the Company without penalty with 30 days prior notice | ||
Note payable | $ 500,000 | ||
Common stock shares issuable upon exercise of warrants | 12,500,000 | ||
Unamortized discount | $ 500,000 | ||
Revenues percentage | 100.00% | ||
Convertible Note [Member] | July 25, 2013 [Member] | Exercise price 0.10 [Member] | |||
Common stock shares issuable upon exercise of warrants | 2,500,000 | ||
Exercise price | $ 0.10 | ||
Convertible Note [Member] | July 25, 2013 [Member] | Exercise price 0.05 [Member] | |||
Common stock shares issuable upon exercise of warrants | 10,000,000 | ||
Exercise price | $ 0.05 | ||
Convertible Note [Member] | January 25, 2010 [Member] | |||
Convertible note | $ 225,000 | ||
Due date | Dec. 21, 2010 | ||
Terms of conversion feature | The note was convertible into shares of the Company's common stock at any time at a variable conversion price equal to 65% of the average of the closing bid prices of the common stock during the 28 trading days prior to the date of the conversion notice and was subject to adjustment upon the issuance of certain dilutive instruments. | ||
Fair value of derivative liability | $ 538,249 | ||
Note payable | 225,000 | ||
Loss on derivatives | $ 313,249 |
Derivative Liabilities (Details
Derivative Liabilities (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Derivative Liabilities Details | ||
Balance at the beginning of period | $ 402,881 | $ 16,886,192 |
Addition of new derivative liabilities | 403,539 | |
Change in fair value of warrants | (290,276) | |
Change in fair value of embedded conversion option | 44,084 | (16,596,574) |
Derecognition of derivatives upon settlement of convertible notes | (37,017) | |
Balance at the end of the period | $ 409,948 | $ 402,881 |
Derivative Liabilities (Detai34
Derivative Liabilities (Details 1) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Expected Volatility | 335.00% | |
Risk-free Interest Rate | 1.39% | |
Expected Dividend Yield | 0.00% | 0.00% |
Expected Life (in years) | 3 months | |
Minimum [Member] | ||
Expected Volatility | 134.00% | |
Risk-free Interest Rate | 0.20% | |
Expected Life (in years) | 3 months | |
Maximum [Member] | ||
Expected Volatility | 216.00% | |
Risk-free Interest Rate | 1.03% | |
Expected Life (in years) | 2 years 6 months |
Preferred Stock (Details Narrat
Preferred Stock (Details Narrative) - USD ($) | Sep. 30, 2015 | Nov. 20, 2015 | Dec. 31, 2017 | Dec. 31, 2016 |
Gain/Loss on settlement of debt | $ 624,966 | |||
Series A Preferred Stock | ||||
Convertible Preferred Stock, designated | 3,500,000 | |||
Convertible Preferred Stock, authorized | 3,550,000 | |||
Shares issued | 3,381,520 | |||
Preferred stock at a fair value | $ 12,849,776 | |||
Convertible and promissory notes settle amount | 1,487,000 | |||
Accrued interest settle amount | 203,760 | |||
Gain/Loss on settlement of debt | $ 1,495,529 | |||
Series A Convertible Preferred Stock conversion description | each share of Series A Preferred Stock into 10 fully-paid and non-assessable share of common stock, par value $0.01 per share, of the Company. | |||
Ownership percentage after conversion | 4.99% | |||
Series B Preferred Stock | ||||
Convertible Preferred Stock, designated | 10,000 | |||
Convertible Preferred Stock, authorized | 3,550,000 | |||
Series A Convertible Preferred Stock conversion description | Each holder of Series B Preferred Stock shall have the right at any time or from time to time from and after the day immediately following the date the Series B Preferred Stock is first issued, to convert each share of Series B Preferred Stock into 4,000 fully-paid and non-assessable share of common stock, par value $0.01 per share, of the Company. | |||
Ownership percentage after conversion | 4.99% |
Common Stock (Details Narrative
Common Stock (Details Narrative) | Jul. 13, 2017USD ($)Integershares | Oct. 06, 2016USD ($)Integershares | Nov. 30, 2016USD ($)Integershares | Sep. 30, 2016USD ($)Integershares | Aug. 31, 2016USD ($)Integershares |
Common Stock Details Narrative | |||||
Debt conversion, converted instrument, shares Issued | shares | 29,788,980 | 24,655,278 | 78,374,583 | 115,989,052 | 38,479,487 |
Debt conversion, converted instrument, amount | $ 8,800 | $ 4,330 | $ 11,234 | $ 56,552 | $ 47,904 |
Interest on debt conversion | $ 1,924 | ||||
Number of significant shareholders | Integer | 1 | 2 | 2 | 2 | 2 |
Commitments (Details Narrative)
Commitments (Details Narrative) | 1 Months Ended | ||||
Feb. 22, 2016USD ($)Integer | Dec. 31, 2017USD ($) | Oct. 05, 2017USD ($) | Dec. 31, 2016USD ($) | Sep. 06, 2016USD ($) | |
Accounts payable | $ 350,465 | $ 283,879 | |||
Deposit in acquisition | 75,000 | ||||
Settlement agreement [Member] | |||||
Remaining amount of settlement, paid | $ 150,000 | ||||
TruFood Provisions Co [Member] | |||||
Acquisition of equity | 100.00% | ||||
Accounts payable | 45,000 | ||||
Deposit in acquisition | $ 30,000 | $ 75,000 | |||
Mr. Fitzpatrick's and Mr. Pfaff's [Member] | |||||
Consideration aggregate settlement amount | $ 200,000 | ||||
Number of installments | Integer | 2 |
Earnings (Loss) Per Share (Deta
Earnings (Loss) Per Share (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Basic: | ||
Income (loss) attributable to common stock | $ (700,483) | $ 13,501,925 |
Diluted: | ||
Income (loss) attributable to common stock, including assumed conversions | $ (700,483) | $ 13,501,925 |
Weighted Average Common Shares Outstanding | ||
Income (loss) attributable to common stock | 321,226,043 | 122,234,935 |
Diluted: | ||
Income (loss) attributable to common stock, including assumed conversions | 321,226,043 | 237,835,850 |
Basic: | ||
Income (loss) attributable to common stock | $ 0.11 | |
Diluted: | ||
Income (loss) attributable to common stock, including assumed conversions | $ 0.06 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Taxes Details | ||
Net income (loss) before taxes | $ (700,483) | $ 13,501,925 |
Statutory rate | 34.00% | 34.00% |
Computed expected tax (recovery) | $ (238,164) | $ 4,590,655 |
Depreciation | 2,252 | |
Accretion | 61,443 | 693,784 |
Gain/Loss on derivatives and convertible notes | (100,039) | (14,166,232) |
Gain/Loss on write-down of assets and liabilities | 130 | 413,285 |
Net operating loss | (119,441) | (8,466,256) |
Valuation allowance | 119,441 | 8,466,256 |
Net deferred taxes |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Taxes Details Narrative | ||
Net operating losses | $ 6,758,513 | |
Net operating loss expire | 2,030 | |
Valuation reserve | 100.00% | |
Valuation allowance | $ 6,526,656 | $ 6,407,215 |
Change in valuation allowance | $ 119,441 | $ 8,228,044 |
Federal corporate tax rate, description | The Act reduces the U.S., federal corporate tax rate from 35% to 21%, requires companies to pay a one-time transition tax on earnings of certain foreign subsidiaries that were previously tax deferred and creates new taxes on certain foreign sourced earnings. |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Dec. 31, 2017 | Jul. 13, 2017 | Oct. 06, 2016 | Dec. 31, 2017 | Nov. 30, 2016 | Sep. 30, 2016 | Aug. 31, 2016 | Jan. 14, 2018 | Jan. 04, 2018 |
Debt conversion, converted instrument, shares Issued | 29,788,980 | 24,655,278 | 78,374,583 | 115,989,052 | 38,479,487 | ||||
Debt conversion, converted instrument, amount | $ 8,800 | $ 4,330 | $ 11,234 | $ 56,552 | $ 47,904 | ||||
Subsequent Event [Member] | |||||||||
Convertible note payable | $ 25,000 | $ 25,000 | |||||||
Interest rate | 10.00% | 10.00% | |||||||
Amended to increase authorized shares description | the articles were amended to increase the authorized to 1 billion. | ||||||||
Subsequent Event [Member] | Adar Bays [Member] | |||||||||
Debt conversion, converted instrument, shares Issued | 11,702,490 | ||||||||
Debt conversion, converted instrument, amount | $ 11,159 | ||||||||
Subsequent Event [Member] | GW Holdings [Member] | |||||||||
Debt conversion, converted instrument, shares Issued | 29,023,731 | ||||||||
Debt conversion, converted instrument, amount | $ 16,000 |