Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2019 | Nov. 13, 2019 | |
Document And Entity Information | ||
Entity Registrant Name | Sunshine Biopharma, Inc | |
Entity Central Index Key | 0001402328 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2019 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 520,130,745 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2019 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Current Assets: | ||
Cash and cash equivalents | $ 81,973 | $ 110,534 |
Inventory | 17,778 | 0 |
Prepaid expenses | 3,155 | 1,341 |
Deposits | 7,590 | 0 |
Assets of discontinued operations | 0 | 989,572 |
Total current assets | 110,496 | 1,101,447 |
Equipment (net of $33,471 and $23,005 depreciation) | 35,839 | 45,124 |
Patents (net of $58,918 amortization and $556,120 impairment) | 0 | 0 |
Total assets | 146,335 | 1,146,571 |
Current Liabilities: | ||
Notes payable | 662,917 | 419,663 |
Notes payable - related party | 88,751 | 243,094 |
Advances - related party | 27,541 | 20,871 |
Accounts payable & accrued expenses | 64,829 | 115,826 |
Interest payable | 45,153 | 9,291 |
Liability of discontinued operations | 0 | 103,732 |
Total current liabilities | 889,191 | 912,477 |
Long-term liabilities | 0 | 289,847 |
Total liabilities | 889,191 | 1,202,324 |
COMMITMENTS AND CONTINGENCIES | ||
SHAREHOLDERS' EQUITY (DEFICIT) | ||
Common Stock, $0.001 per share; authorized 3,000,000,000 Shares; issued and outstanding 311,426,060 and 85,652,400 at September 30, 2019 and December 31, 2018, respectively. | 311,426 | 85,652 |
Capital paid in excess of par value | 15,935,875 | 15,586,678 |
Accumulated comprehensive income (loss) | (2,139) | (3,738) |
Accumulated (deficit) | (17,038,018) | (15,774,345) |
Total shareholders' equity (deficit) | (742,856) | (55,753) |
Total liabilities and shareholders' equity | 146,335 | 1,146,571 |
Series A Preferred Stock | ||
SHAREHOLDERS' EQUITY (DEFICIT) | ||
Preferred stock | 0 | 0 |
Series B Preferred Stock | ||
SHAREHOLDERS' EQUITY (DEFICIT) | ||
Preferred stock | $ 50,000 | $ 50,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Equipment depreciation | $ 33,479 | $ 23,005 |
Patent amortization | $ 58,918 | $ 556,120 |
SHAREHOLDERS' EQUITY | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock shares authorized | 3,000,000,000 | 3,000,000,000 |
Common stock shares issued | 311,426,060 | 85,652,400 |
Common stock shares outstanding | 311,426,060 | 85,652,400 |
Series A Preferred Stock | ||
SHAREHOLDERS' EQUITY | ||
Preferred stock, par value | $ 0.10 | $ 0.10 |
Preferred stock shares authorized | 850,000 | 850,000 |
Preferred stock shares issued | 0 | 0 |
Preferred stock shares outstanding | 0 | 0 |
Series B Preferred Stock | ||
SHAREHOLDERS' EQUITY | ||
Preferred stock, par value | $ 0.10 | $ 0.10 |
Preferred stock shares authorized | 500,000 | 500,000 |
Preferred stock shares issued | 500,000 | 500,000 |
Preferred stock shares outstanding | 500,000 | 500,000 |
Unaudited Consolidated Statemen
Unaudited Consolidated Statement Of Operations and Comprehensive Loss - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Income Statement [Abstract] | ||||
Sales | $ 7,326 | $ 0 | $ 10,565 | $ 0 |
Cost of sales | 5,293 | 0 | 6,865 | 0 |
Gross profit | 2,033 | 0 | 3,700 | 0 |
General & Administrative Expenses | ||||
Accounting | 16,402 | 10,473 | 57,542 | 94,573 |
Consulting | 48,222 | 0 | 70,238 | 27,800 |
Legal | 13,219 | 24,663 | 52,188 | 83,748 |
Office | 17,035 | 36,960 | 51,945 | 62,594 |
Officer & director remuneration | 90,600 | 212,000 | 134,552 | 736,431 |
Rent | 518 | 1,544 | 2,775 | 5,116 |
Research & Development | 15,204 | 0 | 15,204 | 0 |
Depreciation | 3,473 | 3,185 | 10,302 | 10,317 |
Total general & administrative | 204,673 | 288,825 | 394,746 | 1,020,579 |
Income (loss) from operations | (202,640) | (288,825) | (391,046) | (1,020,579) |
Other Income (Expense): | ||||
Interest income | 5 | 0 | 5 | 0 |
Foreign exchange gain (loss) | 961 | (11,700) | (12,095) | 13,184 |
Interest expense | (27,847) | (20,546) | (92,486) | (115,910) |
Loss on debt conversions | (120,720) | (591,763) | (185,814) | (685,348) |
Total other income (expense) | (147,601) | (624,009) | (290,390) | (788,074) |
Income (loss) before income taxes | (350,241) | (912,834) | (681,436) | (1,808,653) |
Income taxes | 0 | 0 | 0 | 0 |
Income (loss) from continuing operations | (350,241) | (912,834) | (681,436) | (1,808,653) |
Income (loss) from discontinued operations | 0 | 5,278 | (582,237) | (8,847) |
Net income (loss) | (350,241) | (907,556) | (1,263,673) | (1,817,500) |
Unrealized gain (loss) from foreign exchange translation | (115) | 12,002 | 1,599 | 3,232 |
Comprehensive income (loss) | $ (350,356) | $ (899,610) | $ (1,262,074) | $ (1,814,268) |
Basic and diluted loss from continuing operations per common share | $ 0 | $ (0.02) | $ (0.01) | $ (0.04) |
Basic and diluted loss from discontinued operations per common share | 0 | 0 | (0.01) | 0 |
Basic and diluted loss per common share | $ 0 | $ (0.02) | $ (0.01) | $ (0.04) |
Weighted average common shares outstanding (Basic and Diluted) | 165,376,483 | 50,018,580 | 88,407,255 | 48,557,571 |
Unaudited Consolidated Statem_2
Unaudited Consolidated Statement Of Cash Flows - USD ($) | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Cash Flows From Operating Activities: | ||
Net (loss) | $ (1,263,673) | $ (1,817,500) |
Depreciation and amortization | 10,302 | 43,260 |
Foreign exchange (gain) loss | 12,095 | (13,184) |
Stock issued for licenses, services & other assets | 136,490 | 676,100 |
Stock issued for interest | 7,905 | 29,468 |
Loss on debt conversion | 190,494 | 684,854 |
Loss on disposition of subsidiary | 582,237 | 0 |
(Increase) in inventory | (17,778) | (23,384) |
(Increase (decrease) in prepaid expenses | (1,814) | 8,501 |
(Increase) decrease in deposits | (7,590) | 0 |
Increase (decrease) in accounts payable & accrued expenses | (52,489) | (5,391) |
Increase (decrease) in interest payable | 35,862 | 20,517 |
Net cash flows (used) in operations | (367,959) | (396,759) |
Cash Flows From Investing Activities: | ||
Cash paid for acquisition of subsidiary | 0 | 4,942 |
Advances to discontinued operations | (14,416) | 0 |
Purchase of equipment | 0 | (27,370) |
Net cash flows (used) in investing activities | (14,416) | (22,428) |
Cash Flows From Financing Activities: | ||
Proceed from notes payable | 376,000 | 432,885 |
Payment of notes payable | (53,000) | (146,184) |
Advances (to) from related parties | 6,670 | 19,965 |
Payments to related parties | 0 | (7,063) |
Notes payable used to pay expenses | 0 | 36,500 |
Note payable used to pay for origination fees & interest | 22,430 | 18,750 |
Net cash flows provided by financing activities | 352,100 | 354,853 |
Net increase (decrease) in cash and cash equivalents | (30,275) | (64,334) |
Foreign currency translation adjustment | 1,714 | 3,232 |
Cash and cash equivalents at beginning of period | 110,534 | 107,532 |
Cash and cash equivalents at end of period | 81,973 | 46,430 |
Supplementary Disclosure Of Cash Flow Information: | ||
Stock issued for note conversions including interest | 151,169 | 290,039 |
Stock issued for acquisition of subsidiary | 0 | 246,000 |
Note payable issued for acquisition of subsidiary | 0 | 385,407 |
Cash paid for interest | 11,034 | 13,622 |
Cash paid for income taxes | $ 0 | $ 0 |
1. Nature of Business and Basis
1. Nature of Business and Basis of Presentation | 9 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
1. Nature of Business and Basis of Presentation | Sunshine Biopharma, Inc. (the "Company") was originally incorporated under the name Mountain West Business Solutions, Inc. on August 31, 2006 in the State of Colorado. Until October 2009, the Company was operating as a business consultancy firm. Effective October 15, 2009, the Company acquired Sunshine Biopharma, Inc. in a transaction classified as a reverse acquisition. Sunshine Biopharma, Inc. was holding an exclusive license to a new anticancer drug bearing the laboratory name, Adva-27a. Upon completion of the reverse acquisition transaction, the Company changed its name to Sunshine Biopharma, Inc. and began operating as a pharmaceutical company focusing on the development of the licensed Adva-27a anticancer drug. In July 2014, the Company formed a wholly owned Canadian subsidiary, Sunshine Biopharma Canada Inc. (“Sunshine Canada”) for the purposes of offering generic pharmaceutical products in Canada and elsewhere around the world. Sunshine Canada has signed licensing agreements for four (4) generic prescription drugs for treatment of breast cancer, prostate cancer and BPH (Benign Prostatic Hyperplasia). On January 1, 2018, the Company acquired all of the issued and outstanding shares of Atlas Pharma Inc. (“Atlas”), a Canadian privately held analytical chemistry company. The purchase price for the shares was Eight Hundred Forty Eight Thousand Dollars $848,000 Canadian ($676,748 US). The purchase price included a cash payment of $100,500 Canadian ($80,289 US), plus the issuance of 1,000,000 shares of the Company’s Common Stock valued at $238,000 or $0.238 per share, and a promissory note in the principal amount of $450,000 Canadian ($358,407 US), with interest payable at the rate of 3% per annum. Effective April 1, 2019, the Company re-assigned all of its stock in Atlas back to the original owner in exchange for the Atlas related debt. The loss on the disposition was $580,125. In March 2018, the Company formed NOX Pharmaceuticals, Inc., a wholly owned Colorado corporation and assigned all of the Company’s interest in the Adva27a anticancer drug to that company. NOX Pharmaceuticals Inc.’s mission is to research, develop and commercialize proprietary drugs including Adva-27a. On December 17, 2018, the Company launched its first over-the-counter product, Essential 9 tm tm Effective February 1, 2019, the Company completed a 20 to 1 reverse split of its $0.001 par value Common Stock, reducing the issued and outstanding shares of Common Stock from 1,713,046,242 to 85,652,400 (the “Reverse Stock Split”). The number of authorized Common Shares was established at 3,000,000,000 post-split. The Company's financial statements reflect the Reverse Stock Split on a retroactive basis and represent the consolidated activity of Sunshine Biopharma, Inc. and its subsidiaries (Sunshine Biopharma Canada Inc. and NOX Pharmaceuticals Inc.) herein collectively referred to as the "Company". During the last nine month period the Company has continued to raise money through the issuance of convertible debt. The Company’s activities are subject to significant risks and uncertainties, including failing to secure additional funding to operationalize the Company’s generics business and proprietary drug development program. Basis of Presentation of Unaudited Financial Information The unaudited financial statements of the Company for the three and nine month periods ended September 30, 2019 and 2018 have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Regulation S-X. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. However, such information reflects all adjustments (consisting solely of normal recurring adjustments), which are, in the opinion of management, necessary for the fair presentation of the financial position and the results of operations. Results shown for interim periods are not necessarily indicative of the results to be obtained for a full fiscal year. The balance sheet information as of September 30, 2019 was derived from the audited financial statements included in the Company's financial statements as of and for the year ended December 31, 2018 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on April 12, 2019. These financial statements should be read in conjunction with that report. Recently Issued Accounting Pronouncements Recently issued amendments by the FASB are effective for fiscal years beginning after December 15, 2018, and should be applied prospectively on or after the adoption date. Early adoption is permitted, including adoption in an interim period. The Company does not expect these amendments to have a material impact on its financial statements. In February 2016, the FASB issued ASU 2016-02, Leases, effective for annual reporting periods beginning on or after December 15, 2018, and interim periods within those annual periods. Earlier application is permitted as of the beginning of an interim or annual period. This update requires organizations to recognize lease assets and lease liabilities on the balance sheet with lease terms of more than 12 months and also disclose certain qualitative and quantitative information about leasing arrangements. The Company adopted this pronouncement on January 1, 2019. Discontinued Operations Effective April 1, 2019, the Company disposed of its Atlas Pharma Inc. subsidiary. As a consequence of the sale, the operating results and the assets and liabilities of the discontinued operations, which formerly comprised the lab testing operations, are presented separately in the Company's financial statements. Summarized financial information for the discontinued business is shown below. Prior period balances have been reclassified to present the operations of the lab testing business as a discontinued operation. Discontinued Operations Income Statement: Unaudited Unaudited Unaudited Unaudited 3 Month Ended 3 Month Ended 9 Month Ended 9 Month Ended September 30, September 30, September 30, September 30, 2019 2018 2019 2018 Revenues $ - $ 136,939 $ 119,522 $ 335,357 Cost of revenues - 100,219 81,920 285,210 Gross profit - 36,720 37,602 50,147 General& Administrative Expenses - 27,649 36,196 46,970 Gain (Loss) from operations - 9,071 1,406 3,177 Other income (expense) – Interest - (3,793 ) (3,518 ) (12,024 ) Net Income (Loss) from operations - 5,278 (2,112 ) (8,847 ) Loss on Disposal - - (580,125 ) - Total Net Income (Loss) from Discontinued Operations - 5,278 (582,237 ) (8,847 ) The individual assets and liabilities of the discontinued lab testing business are in the captions "Assets of Discontinued Operation" and "Liabilities of Discontinued Operation" in the Consolidated Balance Sheet. The carrying amounts of the major classes of assets and liabilities included part of the discontinued business are presented in the following table: Discontinued Operations Balance Sheets: ASSETS Unaudited September 30, 2019 Unaudited December 31, 2018 Current Assets: Cash and cash equivalents $ - $ 4,682 Accounts receivable - 94,955 Total Current Assets - 99,637 Equipment (net of $ 0 and $34,959 depreciation) - 224,238 Goodwill - 665,697 TOTAL ASSETS $ - $ 989,572 LIABILITIES Current Liabilities: Notes payable - 4,657 Notes payable - related party - 18,230 Related party advances - 10,248 Accounts payable & accrued expenses - 70,597 Total Current Liabilities - 103,732 TOTAL LIABILITIES $ - $ 103,732 Discontinued Operations Cash Flows: Cash flows used in discontinued operations for the nine months ended September 30, 2019 and 2018 were $8,510 and $17,342, respectively. There were no cash flows used in or provided by investing activities during those periods. |
2. Going Concern and Liquidity
2. Going Concern and Liquidity | 9 Months Ended |
Sep. 30, 2019 | |
Going Concern And Liquidity | |
2. Going Concern and Liquidity | As of September 30, 2019, and December 31, 2018, the Company had $81,973 and $110,534 in cash on hand respectively, and limited revenue-producing business and other sources of income. Additionally, as of September 30, 2019, the Company had outstanding liabilities totaling $889,191 and $110,496 in current assets. In the Company’s financial statements for the fiscal years ended December 31, 2018, and 2017, the Reports of the Independent Registered Public Accounting Firm include an explanatory paragraph that describes substantial doubt about the Company’s ability to continue as a going concern. These financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. Based on the Company’s current financial projections, management believes it does not have sufficient existing cash resources to fund its current limited operations. It is the Company’s current intention to raise debt and/or equity financing to fund ongoing operating expenses. There is no assurance that these events will be satisfactorily completed or at terms acceptable to the Company. Any issuance of equity securities, if accomplished, could cause substantial dilution to existing stockholders. Any failure by the Company to successfully implement these plans would have a material adverse effect on its business, including the possible inability to continue operations. |
3. Notes Payable
3. Notes Payable | 9 Months Ended |
Sep. 30, 2019 | |
Notes Payable [Abstract] | |
3. Notes Payable | On April 1, 2017 the Company received monies in exchange for a Note Payable having a Face Value of $100,000 Canadian (approximately $75,500 US at September 30, 2019) with interest payable quarterly at 9%, which Note was due April 1, 2019. The Note is convertible any time after issuance into $0.001 par value Common Stock at a price of $0.015 Canadian (approximately $0.011 US) per share. The Company estimates that the fair value of this convertible debt approximates the face value, so no value has been assigned to the beneficial conversion feature. Any gain or loss will be recognized at conversion. In June 2018, the Company filed an action in the Superior Court of the Province of Quebec in the District of Montreal (Canada) against the holder of this Note. The complaint alleges among other things, claims of misrepresentations and misleading conduct resulting in damages to the Company in an amount of approximately $200,000 Canadian (approximately $151,000 US). The matter is currently pending. See “Part II, Item 1, Legal Proceedings”, below. On June 27, 2018, the Company received net proceeds of $51,000 in exchange for a note payable having a face value of $53,000 and accruing interest at the rate of 8% per annum. The note was due on April 15, 2019. During January 2019, the Company paid off this note by issuing payment in the amount of $69,930 for $53,000 in principal, $5,332 in accrued interest and $11,598 in additional interest. On August 17, 2018, the Company received net proceeds of $51,000 in exchange for a note payable having a face value of $53,000 and accruing interest at the rate of 8% per annum. The note was due on May 30, 2019, was convertible after 180 days from issuance into $0.001 par value Common Stock at a price 35% below market value. Through June 2019 the holder of this note elected to convert a total of $53,000 in principal and $ 1,700 in accrued interest into 11,323,131 shares of $0.001 par value Common Stock valued at $99,101 leaving balance of $420 in accrued interest and incurring a loss on conversion of $44,401. The remaining balance of $420 was paid off in July 2019. On September 10, 2018, the Company received consulting services in exchange for a Note Payable having a Face Value of $16,500 with interest accruing at 8%. The Note is nonconvertible and became due on June 20, 2019. The Company is currently negotiating a renewal arrangement. On September 10, 2018, the Company received consulting services in exchange for a Note Payable having a Face Value of $20,000 with interest accruing at 8%. The Note is nonconvertible and became due on June 30, 2019. The Company is currently negotiating a renewal arrangement. On October 23, 2018 the Company received net proceeds of $85,500 in exchange for a note payable having a face value of $90,000 and accruing interest at the rate of 8% per annum. The note, due on October 23, 2019, is convertible after 180 days from issuance into $0.001 par value Common Stock at a price 35% below market value. Through September 2019 the holder of this note elected to convert a total of $84,000 in principal and $5,035 in accrued interest into 55,545,131 shares of $0.001 par value Common Stock valued at $164,913 leaving a principal balance of $6,000 and incurring a loss on conversion of $75,878. On December 24, 2018, the Company received net proceeds of $80,000 in exchange for a note payable having a face value of $87,000 and accruing interest at the rate of 8% per annum. The note, due on December 24, 2019, is convertible after 180 days from issuance into $0.001 par value Common Stock at a price 35% below market value. The Company estimates that the fair value of this convertible debt approximates the face value, so no value has been assigned to the beneficial conversion feature. On December 31, 2018, a note payable having a Face Value of $24,012 and accrued interest of $2,881 was renewed, together with the accrued interest, for a 12 month period. The new note has a Face Value of $26,893 and accrues interest at 12%. The new note is nonconvertible and is due December 31, 2019. On December 31, 2018 a note payable having a Face Value of $122,093 and accrued interest of $14,651 was renewed, together with the accrued interest, for a 12 month period. The new note has a Face Value of $136,744 and accrues interest at 12%. The new note is nonconvertible and is due December 31, 2019. On January 8, 2019, the Company received net proceeds of $50,500 in exchange for a note payable having a face value of $54,000 and accruing interest at the rate of 8% per annum. The note, due on January 8, 2020, is convertible after 180 days from issuance into $0.001 par value Common Stock at a price 35% below market value. The Company estimates that the fair value of this convertible debt approximates the face value, so no value has been assigned to the beneficial conversion feature. On January 10, 2019, the Company received net proceeds of $38,000 in exchange for a note payable having a face value of $40,660 and accruing interest at the rate of 8% per annum. The note, due on October 10, 2019, is convertible after 180 days from issuance into $0.001 par value Common Stock at a price 35% below market value. Through September 30, 2019, the holder of this note elected to convert a total of $40,660 in principal and $1,693 in accrued interest into 32,096,307 shares of $0.001 par value Common Stock valued at $75,469 leaving a principal balance of $-0- and incurring a loss on conversion of $33,116. On February 5, 2019, the Company received net proceeds of $35,000 in exchange for a note payable having a face value of $37,450 and accruing interest at the rate of 8% per annum. The note, due on October 10, 2019, is convertible after 180 days from issuance into $0.001 par value Common Stock at a price 35% below market value. The Company estimates that the fair value of this convertible debt approximates the face value, so no value has been assigned to the beneficial conversion feature. The Company is currently negotiating a renewal arrangement. On February 11, 2019, the Company received net proceeds of $50,000 in exchange for a note payable having a face value of $52,000 and accruing interest at the rate of 8% per annum. The note, due on November 30, 2019 is convertible after 180 days from issuance into $0.001 par value Common Stock at a price 35% below market value. Through September 30, 2019, the holder of this note elected to convert a total of $52,000 in principal and $2,080 in accrued interest into 45,763,500 shares of $0.001 par value Common Stock valued at $81,990 leaving a principal balance of $-0- and incurring a loss on conversion of $27,910. On March 18, 2019, the Company received net proceeds of $38,000 in exchange for a note payable having a face value of $40,660 and accruing interest at the rate of 8% per annum. The note, due on December 18, 2019 is convertible after 180 days from issuance into $0.001 par value Common Stock at a price 35% below market value. Through September 30, 2019, the holder of this note elected to convert a total of $11,500 in principal into 12,945,591 shares of $0.001 par value Common Stock valued at $22,008 leaving a principal balance of $29,160 and incurring a loss on conversion of $10,508. On March 18, 2019, the Company received net proceeds of $38,000 in exchange for a note payable having a face value of $40,660 and accruing interest at the rate of 8% per annum. The note, due on December 18, 2019 is convertible after 180 days from issuance into $0.001 par value Common Stock at a price 35% below market value. The Company estimates that the fair value of this convertible debt approximates the face value, so no value has been assigned to the beneficial conversion feature. On July 2, 2019, the Company received net proceeds of $38,000 in exchange for a note payable having a face value of $40,000 and accruing interest at the rate of 8% per annum. The note, due on April 30, 2020 and is convertible after 180 days from issuance into $0.001 par value Common Stock at a price 35% below market value. The Company estimates that the fair value of this convertible debt approximates the face value, so no value has been assigned to the beneficial conversion feature. On July 26, 2019, the Company received net proceeds of $47,500 in exchange for a note payable having a face value of $50,000 and accruing interest at the rate of 8% per annum. The note, due on July 26, 2020 and is convertible after 180 days from issuance into $0.001 par value Common Stock at a price 35% below market value. The Company estimates that the fair value of this convertible debt approximates the face value, so no value has been assigned to the beneficial conversion feature. On September 12, 2019, the Company received net proceeds of $41,000 in exchange for a note payable having a face value of $43,000 and accruing interest at the rate of 8% per annum. The note, due on July 15, 2020 and is convertible after 180 days from issuance into $0.001 par value Common Stock at a price 35% below market value. The Company estimates that the fair value of this convertible debt approximates the face value, so no value has been assigned to the beneficial conversion feature. At September 30, 2019 and December 31, 2018, total accrued interest on Notes Payable was $45,153 and $9,291, respectively. |
4. Notes Payable - Related Part
4. Notes Payable - Related Party | 9 Months Ended |
Sep. 30, 2019 | |
Notes Payable [Abstract] | |
4. Notes Payable - Related Party | On January 1, 2018 as part of the acquisition of Atlas Pharma Inc., the Company issued a note payable in the amount of $450,000 Canadian ($358,407 US) and accruing interest at the rate of 3% per annum. The note was due on December 31, 2023. Payments on this note were $10,000 Canadian (approximately $8,000 US) per quarter. The note was secured by the Atlas Pharma Inc. shares held by the Company. Effective April 1, 2019 the Company re-assigned all of the Atlas shares back to the seller and as a result this note was cancelled. In addition to the above, at September 30, 2019 the Company had a note payable held by the CEO of the Company having a principal amount of $88,751 and accrued interest of $7,905. The note is unsecured, nonconvertible and accrues interest at 12%. It matures on December 31, 2019. |
5. Shareholders Equity
5. Shareholders Equity | 9 Months Ended |
Sep. 30, 2019 | |
SHAREHOLDERS' EQUITY (DEFICIT) | |
5. Shareholders' Equity | During the nine months ended September 30, 2019 the Company issued a total of 225,773,660 shares of $0.001 par value Common Stock valued at $443,481 for the conversion of outstanding notes payable, reducing the debt by $241,160 and interest payable by $11,402 and generating a loss on conversion of $221,813. In addition, the Company issued 29,100,000 shares of $0.001 par value Common Stock valued at $57,390 for consulting services. The Company also issued 39,000,000 shares of $0.001 par value Common Stock valued at $74,100 as remuneration for its Officers and Directors. The Company declared no dividends through September 30, 2019. The following table shows the changes in shareholders’ equity: Three Months ended Nine Months Ended September 30, September 30, 2019 2018 2019 2018 Beginning Shareholders' Equity (Deficit) $ (816,302) $ (276,130) $ (55,753) $ (573,363) Beginning and ending Series B Rreferred Stock 50,000 50,000 50,000 50,000 Beginning Common Stock 104,287 55,205 85,652 45,936 Common Stock issued 207,139 24,076 225,774 33,345 Ending Common Stock 311,426 79,281 311,426 79,281 Beginning additonal paid in capital 15,719,212 14,155,065 15,586,678 12,948,386 Increase in additional paid in capital 216,663 1,192,271 349,197 2,398,950 Ending additional paid in capital 15,935,875 15,347,336 15,935,875 15,347,336 Beginning other comprehensive income (loss) (2,024) (8,266) (3,738) 504 Other comprehensive income (loss) (115) 12,002 1,599 3,232 Ending other comprehensive income (loss) (2,139) 3,736 (2,139) 3,736 Beginning retained earnings (deficit) (16,687,777) (14,528,134) (15,774,345) (13,618,190) Net income (loss) (350,241) (907,556) (1,263,673) (1,817,500) Ending retained income (deficit) (17,038,018) (15,435,690) (17,038,018) (15,435,690) Ending Shareholders' Equity (Deficit) $ (742,856) $ 44,663 $ (742,856) $ 44,663 |
6. Earnings (Loss) Per Share
6. Earnings (Loss) Per Share | 9 Months Ended |
Sep. 30, 2019 | |
Earnings Per Share [Abstract] | |
6. Earnings (Loss) Per Share | Earnings (loss) per share is computed using the weighted average number of Common Shares outstanding during the period. The Company has adopted ASC 260, “Earnings per Share”. |
7. Income Taxes
7. Income Taxes | 9 Months Ended |
Sep. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
7. Income Taxes | Deferred income taxes arise from the temporary differences between financial statement and income tax recognition of net operating losses and other items. Loss carryovers are limited under the Internal Revenue Code should a significant change in ownership occur. A deferred tax asset at each date has been offset by a 100% valuation allowance. |
8. Royalties Payable
8. Royalties Payable | 9 Months Ended |
Sep. 30, 2019 | |
Royalties Payable | |
8. Royalties Payable | As part of a subscription agreement entered into in 2016, the Company had an obligation to pay a royalty of 5% of net sales on one of its generic products (Anastrozole) for a period of three (3) years from the date of the first sale of that product. In May 2018, the Company issued 50,000 shares of its Common Stock valued at $5,900 in exchange for cancellation of this royalty obligation. |
9. Related Party Transactions
9. Related Party Transactions | 9 Months Ended |
Sep. 30, 2019 | |
Related Party Transactions [Abstract] | |
9. Related Party Transactions | In addition to the related party transactions detailed in Note 4 above, the Company paid its Officers and Directors cash compensation totaling $3,751 and $41,000 for the three months ended September 30, 2019 and 2018 and $43,952 and $136,131 for the nine month periods ended September 30, 2019 and 2018, respectively. The Company also paid its Officers and Directors non-cash compensation in the form of shares of Common Stock valued $74,100 and $171,000 for the three month periods ended September 30, 2019 and 2018 and $74,100 and $600,300 for the nine month periods ended September 30, 2019 and 2018, respectively. |
10. Revenue Recognition
10. Revenue Recognition | 9 Months Ended |
Sep. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | |
10. Revenue Recognition | As of January 1, 2018, the Company adopted ASU No. 201409, “Revenue from Contracts with Customers” (ASC 606). Under the new guidance, an entity will recognize revenue to depict the transfer of promised goods or services to customers at an amount that the entity expects to be entitled to in exchange for those goods or services. A five-step model has been introduced for an entity to apply when recognizing revenue. The new guidance also includes enhanced disclosure requirements. The guidance was effective January 1, 2018 and was applied on a modified prospective basis. The adoption did not have an impact on the Company's financial statements. Local governmental regulations require that companies recognize revenues upon completion of the work by issuing an invoice and remitting the applicable sales taxes (GST and QST) to the appropriate government agency. The Company’s revenue recognition policy is in compliance with these local regulations. |
11. Subsequent Events
11. Subsequent Events | 9 Months Ended |
Sep. 30, 2019 | |
Subsequent Events [Abstract] | |
11. Subsequent Events | On October 1, 2019 the holder of a note payable dated December 31, 2018 elected to convert $30,000 in principal into 30,000,000 shares of Common Stock leaving a principal balance of $106,744. On October 1 and 17, 2019, the holder of a note payable dated March 18, 2019 elected to convert a total of $28,594 in principal into 30,526,493 shares of Common Stock leaving a principal balance of $12,066. On October 16, 2019 the holder of a note payable dated October 23, 2018 elected to convert a total of $6,000 in principal and $469 in accrued interest into 7,282,716 shares of Common Stock leaving a principal balance of $-0-. On October 23 and November 7, 2019, the holder of a note payable dated December 24, 2018, elected to convert a total of $28,000 in principal and $1,902 in accrued interest into 42,228,183 shares of Common Stock leaving a principal balance of $59,000. On November 4 and 6, 2019, the holder of a note payable dated March 18, 2019, elected to convert a total of $17,500 in principal and $1,967 in accrued interest into 32,668,293 shares of Common Stock leaving a principal balance of $11,660. |
1. Nature of Business and Bas_2
1. Nature of Business and Basis of Presentation (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Discontinued operations | Discontinued Operations Income Statement: Unaudited Unaudited Unaudited Unaudited 3 Month Ended 3 Month Ended 9 Month Ended 9 Month Ended September 30, September 30, September 30, September 30, 2019 2018 2019 2018 Revenues $ - $ 136,939 $ 119,522 $ 335,357 Cost of revenues - 100,219 81,920 285,210 Gross profit - 36,720 37,602 50,147 General& Administrative Expenses - 27,649 36,196 46,970 Gain (Loss) from operations - 9,071 1,406 3,177 Other income (expense) – Interest - (3,793 ) (3,518 ) (12,024 ) Net Income (Loss) from operations - 5,278 (2,112 ) (8,847 ) Loss on Disposal - - (580,125 ) - Total Net Income (Loss) from Discontinued Operations - 5,278 (582,237 ) (8,847 ) Discontinued Operations Balance Sheet: ASSETS Unaudited September 30, 2019 Unaudited December 31, 2018 Current Assets: Cash and cash equivalents $ - $ 4,682 Accounts receivable - 94,955 Total Current Assets - 99,637 Equipment (net of $ 0 and $34,959 depreciation) - 224,238 Goodwill - 665,697 TOTAL ASSETS $ - $ 989,572 LIABILITIES Current Liabilities: Notes payable - 4,657 Notes payable - related party - 18,230 Related party advances - 10,248 Accounts payable & accrued expenses - 70,597 Total Current Liabilities - 103,732 TOTAL LIABILITIES $ - $ 103,732 |
5. Shareholders Equity (Tables)
5. Shareholders Equity (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
SHAREHOLDERS' EQUITY (DEFICIT) | |
Changes in shareholders' equity | Three Months ended Nine Months Ended September 30, September 30, 2019 2018 2019 2018 Beginning Shareholders' Equity (Deficit) $ (816,302) $ (276,130) $ (55,753) $ (573,363) Beginning and ending Series B Rreferred Stock 50,000 50,000 50,000 50,000 Beginning Common Stock 104,287 55,205 85,652 45,936 Common Stock issued 207,139 24,076 225,774 33,345 Ending Common Stock 311,426 79,281 311,426 79,281 Beginning additonal paid in capital 15,719,212 14,155,065 15,586,678 12,948,386 Increase in additional paid in capital 216,663 1,192,271 349,197 2,398,950 Ending additional paid in capital 15,935,875 15,347,336 15,935,875 15,347,336 Beginning other comprehensive income (loss) (2,024) (8,266) (3,738) 504 Other comprehensive income (loss) (115) 12,002 1,599 3,232 Ending other comprehensive income (loss) (2,139) 3,736 (2,139) 3,736 Beginning retained earnings (deficit) (16,687,777) (14,528,134) (15,774,345) (13,618,190) Net income (loss) (350,241) (907,556) (1,263,673) (1,817,500) Ending retained income (deficit) (17,038,018) (15,435,690) (17,038,018) (15,435,690) Ending Shareholders' Equity (Deficit) $ (742,856) $ 44,663 $ (742,856) $ 44,663 |
1. Nature of Business and Bas_3
1. Nature of Business and Basis of Presentation (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Revenues | $ 0 | $ 136,939 | $ 119,522 | $ 335,357 |
Cost of revenues | 0 | 100,219 | 81,920 | 285,210 |
Gross profit | 0 | 36,720 | 37,602 | 50,147 |
General & administrative expenses | 0 | 27,649 | 36,196 | 46,970 |
Gain (loss) from operations | 0 | 9,071 | 1,406 | 3,177 |
Other income (expense) - interest | 0 | (3,793) | (3,518) | (12,024) |
Net income (loss) from operations | 0 | 5,278 | (2,112) | (8,847) |
Loss on disposal | (580,125) | 0 | (580,125) | 0 |
Total net income (loss) from discontinued operations | $ (580,125) | $ 5,278 | $ (580,237) | $ (8,847) |
1. Nature of Business and Bas_4
1. Nature of Business and Basis of Presentation (Details 1) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Current Assets: | ||
Cash and cash equivalents | $ 0 | $ 4,682 |
Accounts receivable | 0 | 94,955 |
Total current assets | 0 | 99,637 |
Equipment (net of $ 0 and $14,518 depreciation) | 0 | 224,238 |
Goodwill | 0 | 665,697 |
Total assets | 0 | 989,572 |
Current Liabilities: | ||
Notes payable | 0 | 4,657 |
Notes payable - related party | 0 | 18,230 |
Related party advances | 0 | 10,248 |
Accounts payable & accrued expenses | 0 | 70,597 |
Total current liabilities | 0 | 103,732 |
Total liabilities | $ 0 | $ 103,732 |
2. Going Concern and Liquidity
2. Going Concern and Liquidity (Details Narrative) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Going Concern And Liquidity | ||
Cash and cash equivalents | $ 81,973 | $ 110,534 |
Total liabilities | 889,191 | 1,202,324 |
Total current assets | $ 110,496 | $ 1,101,447 |
3. Notes Payable (Details Narra
3. Notes Payable (Details Narrative) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Notes Payable [Abstract] | ||
Interest accrued | $ 45,153 | $ 9,291 |
4. Notes Payable - Related Pa_2
4. Notes Payable - Related Party (Details Narrative) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Notes Payable [Abstract] | ||
Notes payable - related party | $ 88,751 | $ 243,094 |
5. Shareholders' Equity (Detail
5. Shareholders' Equity (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Series B Preferred Stock | ||||
Beginning balance | $ 50,000 | $ 50,000 | $ 50,000 | $ 50,000 |
Ending balance | 50,000 | 50,000 | 50,000 | 50,000 |
Common Stock | ||||
Beginning balance | 104,287 | 55,205 | 85,652 | 45,936 |
Common stock issued | 207,139 | 24,076 | 225,774 | 33,345 |
Ending balance | 311,426 | 79,281 | 311,426 | 79,281 |
Additional Paid-In Capital | ||||
Beginning balance | 15,719,212 | 14,155,065 | 15,586,678 | 12,948,386 |
Common stock issued | 216,663 | 1,192,271 | 349,197 | 2,398,950 |
Ending balance | 15,935,875 | 15,347,336 | 15,935,875 | 15,347,336 |
Other Comprehensive Income (Loss) | ||||
Beginning balance | (2,024) | (8,266) | (3,738) | 504 |
Other comprehensive income (loss) | (115) | 12,002 | 1,599 | 3,232 |
Ending balance | (2,139) | 3,736 | (2,139) | 3,736 |
Retained Earnings | ||||
Beginning balance | (16,687,777) | (14,528,134) | (15,774,345) | (13,618,190) |
Net (loss) | (350,241) | (907,556) | (1,263,673) | (1,817,500) |
Ending balance | (17,038,018) | (15,435,690) | (17,038,018) | (15,435,690) |
Beginning balance | (816,302) | (276,130) | (55,753) | (573,364) |
Common stock issued | 423,802 | 1,216,347 | 574,971 | 2,432,295 |
Other comprehensive income (loss) | (115) | 12,002 | 1,599 | 3,232 |
Net (loss) | (350,241) | (907,556) | (1,263,673) | (1,817,500) |
Ending balance | $ (742,856) | $ 44,663 | $ (742,856) | $ 44,663 |
5. Shareholders' Equity (Deta_2
5. Shareholders' Equity (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2019 | Dec. 31, 2018 | |
SHAREHOLDERS' EQUITY (DEFICIT) | ||
Shares issued | 225,773,660 | |
Par value of common stock | $ 0.001 | $ 0.001 |
Debt reduction | $ 241,160 |
9. Related Party Transactions (
9. Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Related Party Transactions [Abstract] | ||||
Officer & director remuneration | $ 90,600 | $ 212,000 | $ 134,552 | $ 736,431 |