Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2020 | Aug. 18, 2020 | |
Document And Entity Information | ||
Entity Registrant Name | Sunshine Biopharma, Inc | |
Entity Central Index Key | 0001402328 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2020 | |
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 Interactive Data Current | Yes | |
Entity Incorporation State Country Code | CO | |
Entity File Number | 000-52898 | |
Entity Common Stock, Shares Outstanding | 200,308,644 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2020 |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Balance Sheet - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Current Assets: | ||
Cash and cash equivalents | $ 85,593 | $ 40,501 |
Accounts receivable | 0 | 430 |
Inventory | 16,576 | 15,910 |
Prepaid expenses | 2,406 | 1,255 |
Deposits | 7,590 | 7,590 |
Total current assets | 112,165 | 65,686 |
Equipment (net of $43,723 and $37,109 depreciation, respectively) | 26,352 | 32,456 |
Patents (net of $58,918 amortization and $556,120 impairment) | 0 | 0 |
Total assets | 138,517 | 98,142 |
Current Liabilities: | ||
Notes payable | 439,496 | 586,307 |
Notes payable - related party | 128,269 | 129,261 |
Accounts payable & accrued expenses | 89,883 | 96,882 |
Interest payable | 28,548 | 21,077 |
Total current liabilities | 686,196 | 833,527 |
Long-term portion of notes payable | 63,234 | 0 |
Total liabilities | 749,430 | 833,527 |
COMMITMENTS AND CONTINGENCIES | ||
SHAREHOLDERS' EQUITY (DEFICIT) | ||
Common Stock, $0.001 per share; authorized 3,000,000,000 shares; Issued and outstanding 191,710,596 and 35,319,990 at June 30, 2020 and December 31, 2019, respectively | 191,709 | 35,320 |
Capital paid in excess of par value | 17,267,946 | 16,616,426 |
Accumulated comprehensive income | (3,360) | (2,495) |
Accumulated earnings (deficit) | (18,167,208) | (17,434,636) |
Total shareholders' equity (deficit) | (610,913) | (735,385) |
Total liabilities and shareholders' equity | 138,517 | 98,142 |
Series B Preferred Stock | ||
SHAREHOLDERS' EQUITY (DEFICIT) | ||
Preferred stock | $ 100,000 | $ 50,000 |
Unaudited Condensed Consolida_2
Unaudited Condensed Consolidated Balance Sheet (Parenthetical) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Equipment depreciation | $ 43,723 | $ 37,109 |
SHAREHOLDERS' EQUITY (DEFICIT) | ||
Common stock, par value | $ .01 | $ 0.001 |
Common stock shares authorized | 3,000,000,000 | 3,000,000,000 |
Common stock shares issued | 191,710,596 | 35,319,990 |
Common stock shares outstanding | 191,710,596 | 35,319,990 |
Series B Preferred Stock | ||
SHAREHOLDERS' EQUITY (DEFICIT) | ||
Preferred stock, par value | $ 0.10 | $ 0.10 |
Preferred stock shares authorized | 1,000,000 | 1,000,000 |
Preferred stock shares issued | 1,000,000 | 500,000 |
Preferred stock shares outstanding | 1,000,000 | 500,000 |
Unaudited Condensed Consolida_3
Unaudited Condensed Consolidated Statement of Operations and Comprehensive Income (Loss) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Income Statement [Abstract] | ||||
Sales | $ 15,145 | $ 3,033 | $ 26,247 | $ 3,239 |
Cost of revenues | 5,161 | 1,460 | 9,044 | 1,572 |
Gross profit | 9,984 | 1,573 | 17,203 | 1,667 |
General & Administrative Expenses | ||||
Accounting | 37,200 | 24,140 | 37,200 | 41,140 |
Consulting | 2,184 | 10,940 | 3,908 | 22,016 |
Legal | 20,351 | 6,313 | 44,075 | 38,969 |
Office | 22,835 | 18,202 | 34,457 | 34,910 |
Officer & director remuneration | 52,000 | 3,751 | 55,830 | 43,952 |
Rent | 492 | 1,009 | 999 | 2,257 |
R&D | 0 | 0 | 0 | 0 |
Depreciation | 3,491 | 3,415 | 7,002 | 6,829 |
Total general & administrative | 138,553 | 67,770 | 183,471 | 190,073 |
Income (loss) from operations | (128,569) | (66,197) | (166,268) | (188,406) |
Other Income (Expense): | ||||
Miscellaneous income | 3,000 | 0 | 3,000 | 0 |
Foreign exchange gain (loss) | (2,894) | (3,440) | 8,002 | (13,056) |
Interest expense | (20,363) | (18,342) | (36,719) | (64,639) |
Debt release | 9,510 | 0 | 9,803 | 0 |
Loss on debt conversions | (498,997) | (42,786) | (550,390) | (65,094) |
Total other income (expense) | (509,744) | (64,568) | (566,304) | (142,789) |
Net income (loss) before income taxes | (638,313) | (130,765) | (732,572) | (331,195) |
Provision for income taxes | 0 | 0 | 0 | 0 |
Net income (loss) from continuing operations | (638,313) | (130,765) | (732,572) | (331,195) |
Net income (loss) on discontinued operations | 0 | (580,125) | 0 | (582,237) |
Net income (loss) | (638,313) | (710,890) | (732,572) | (913,432) |
Unrealized gain (loss) from foreign exchange translation | 476 | 2,499 | (865) | 1,714 |
Comprehensive income (loss) | $ (637,837) | $ (708,391) | $ (733,437) | $ (911,718) |
Basic income (loss) from continuing operations per common share | $ (0.01) | $ (0.03) | $ (0.01) | $ (0.07) |
Basic income (loss) from discontinued operations per common share | 0 | (0.12) | 0 | (0.13) |
Basic income (loss) per common share | $ (0.01) | $ (0.14) | $ (0.01) | $ (0.20) |
Weighted average common shares outstanding | 109,110,342 | 4,973,649 | 78,975,458 | 4,641,040 |
Unaudited Consolidated Statemen
Unaudited Consolidated Statement Of Cash Flows - USD ($) | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Cash Flows From Operating Activities: | ||
Net income (loss) | $ (732,572) | $ (913,432) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 7,002 | 6,829 |
Foreign exchange (gain) loss | (8,002) | 13,056 |
Stock issued for services | 50,000 | 0 |
Stock issued for payment of interest | 27,445 | 3,841 |
Loss on debt conversion | 550,390 | 65,094 |
Debt & interest release | (9,803) | (720) |
Loss on disposition of subsidiary | 0 | 582,237 |
(Increase) decrease in accounts receivable | 430 | (1,023) |
(Increase) decrease in inventory | (666) | (18,193) |
(Increase) in prepaid expenses | (1,151) | (5,442) |
(Increase) in deposits | 0 | (7,590) |
Increase (decrease) in accounts payable & accrued expenses | (3,594) | (31,449) |
Increase (decrease) in interest payable | 7,471 | 25,369 |
Net cash flows (used) in operations | (113,050) | (281,423) |
Cash Flows From Investing Activities: | ||
Advances to discontinued operations | 0 | (12,491) |
Purchase of equipment | 0 | (485) |
Net cash flows (used) in investing activities | 0 | (12,976) |
Cash Flows From Financing Activities: | ||
Proceed from note payable | 155,007 | 249,500 |
Payment of notes payable | 0 | (53,000) |
Advances from related parties | 0 | 6,998 |
Note payable used to pay origination fees & interest | 4,000 | 15,930 |
Net cash flows provided by financing activities | 159,007 | 219,428 |
Cash and cash equivalents at beginning of period | 40,501 | 110,534 |
Net increase (decrease) in cash and cash equivalents | 45,957 | (74,971) |
Foreign currency translation adjustment | (865) | 1,714 |
Cash and cash equivalents at end of period | 85,593 | 37,277 |
Supplementary Disclosure of Cash Flow Information: | ||
Stock issued for note conversions including interest | 807,909 | 151,169 |
Note payable cancelled upon disposal of subsidiary | 0 | 315,785 |
Cash paid for interest | 0 | 11,034 |
Cash paid for income taxes | $ 0 | $ 0 |
Unaudited Condensed Statement o
Unaudited Condensed Statement of Shareholders' Equity - USD ($) | Common Stock | Capital Paid in Excess of Par Value | Preferred Stock | Comprehensive Income | Accumulated Deficit | Total |
Begining balance, shares at Dec. 31, 2018 | 4,282,620 | 500,000 | ||||
Begining balance, amount at Dec. 31, 2018 | $ 4,283 | $ 15,668,047 | $ 50,000 | $ (3,738) | $ (15,774,345) | $ (55,753) |
Common stock issued for the reduction of notes payable and payment of interest, shares | 931,751 | |||||
Common stock issued for the reduction of notes payable and payment of interest, amount | $ 932 | 150,237 | 151,169 | |||
Net income (loss) | 1,714 | (913,432) | (911,718) | |||
Ending balance, shares at Jun. 30, 2019 | 5,214,371 | 500,000 | ||||
Ending balance, amount at Jun. 30, 2019 | $ 5,215 | 15,818,284 | $ 50,000 | (2,024) | (16,687,777) | (816,302) |
Begining balance, shares at Mar. 31, 2019 | 4,467,449 | 500,000 | ||||
Begining balance, amount at Mar. 31, 2019 | $ 4,468 | 15,715,170 | $ 50,000 | (4,523) | (15,976,887) | (211,772) |
Common stock issued for the reduction of notes payable and payment of interest, shares | 746,922 | |||||
Common stock issued for the reduction of notes payable and payment of interest, amount | $ 747 | 103,114 | 103,861 | |||
Net income (loss) | 2,499 | (710,890) | (708,391) | |||
Ending balance, shares at Jun. 30, 2019 | 5,214,371 | 500,000 | ||||
Ending balance, amount at Jun. 30, 2019 | $ 5,215 | 15,818,284 | $ 50,000 | (2,024) | (16,687,777) | (816,302) |
Begining balance, shares at Dec. 31, 2019 | 35,319,990 | 500,000 | ||||
Begining balance, amount at Dec. 31, 2019 | $ 35,320 | 16,616,426 | $ 50,000 | (2,495) | (17,434,636) | (735,385) |
Common stock issued for the reduction of notes payable and payment of interest, shares | 156,390,606 | |||||
Common stock issued for the reduction of notes payable and payment of interest, amount | $ 156,389 | 651,520 | 807,909 | |||
Preferred stock issued for services, shares | 500,000 | |||||
Preferred stock issued for services, amount | $ 50,000 | 50,000 | ||||
Net income (loss) | (865) | (732,572) | (733,437) | |||
Ending balance, shares at Jun. 30, 2020 | 191,710,596 | 1,000,000 | ||||
Ending balance, amount at Jun. 30, 2020 | $ 191,709 | 17,267,946 | $ 100,000 | (3,360) | (18,167,208) | (610,913) |
Begining balance, shares at Mar. 31, 2020 | 59,675,417 | 500,000 | ||||
Begining balance, amount at Mar. 31, 2020 | $ 59,675 | 16,714,450 | $ 50,000 | (2,024) | (16,687,777) | (816,302) |
Common stock issued for the reduction of notes payable and payment of interest, shares | 132,035,179 | |||||
Common stock issued for the reduction of notes payable and payment of interest, amount | $ 132,033 | 553,497 | 685,530 | |||
Preferred stock issued for services, shares | 500,000 | |||||
Preferred stock issued for services, amount | $ 50,000 | 50,000 | ||||
Net income (loss) | 476 | (638,313) | (637,837) | |||
Ending balance, shares at Jun. 30, 2020 | 191,710,596 | 1,000,000 | ||||
Ending balance, amount at Jun. 30, 2020 | $ 191,709 | $ 17,267,946 | $ 100,000 | $ (3,360) | $ (18,167,208) | $ (610,913) |
1. Nature of Business and Basis
1. Nature of Business and Basis of Presentation | 6 Months Ended |
Jun. 30, 2020 | |
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 50,000 shares of the Company’s Common Stock valued at $238,000, and a promissory note (“Atlas Debt”) 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 Debt. The loss on the disposition was $580,125. See “ Discontinued Operations 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. In December 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 “First Reverse Stock Split”). The Company’s authorized capital of Common Stock remained as previously established at 3,000,000,000 shares. In November 2019, the Company received Health Canada approval for a new Calcium-Vitamin D supplement. Health Canada issued NPN 80093432 through which it authorized the Company to manufacture and sell the new Calcium-Vitamin D supplement under the brand name Essential Calcium-Vitamin D tm Effective April 6, 2020, the Company completed another 20 to 1 reverse split of its $0.001 par value Common Stock, reducing the issued and outstanding shares of Common Stock from 1,193,501,925 to 59,675,417 (the “Second Reverse Stock Split”). The number of authorized Common Shares remained as previously established at 3,000,000,000 post-second split. On May 22, 2020, the Company filed a patent application in the United States for a new treatment for Coronavirus infections, including COVID-19. The Company’s patent application covers composition subject matter pertaining to small molecules for inhibition of the main Coronavirus protease (Mpro), an enzyme that is essential for viral replication. The patent application has a priority date of May 22, 2020. On June 17, 2020, the Company filed an amendment to its Articles of Incorporation (the “Amendment”) with the Secretary of State for the State of Colorado, to eliminate the Series “A” Preferred Shares consisting of Eight Hundred and Fifty Thousand (850,000) shares, par value $0.10 per share, and the designation thereof, which shares were returned to the status of undesignated shares of Preferred Stock. In addition, the Amendment also increased the number of authorized Series “B” Preferred Shares from Five Hundred Thousand (500,000) to One Million (1,000,000) shares. Also on June 17, 2020, the Company issued Five Hundred Thousand (500,000) shares of Series “B” Preferred Stock in favor of Dr. Steve N. Slilaty, the Company’s CEO, in consideration for the COVID-19 treatment technology he developed. The Series “B” Preferred Stock is non-convertible, non-redeemable, non-retractable and has a superior liquidation value of $0.10 per share. Each share of Series “B” Preferred Stock is entitled to 1,000 votes per share. This stock issuance brought Dr. Slilaty’s holdings of the Company’s Series B Preferred Stock to One Million (1,000,000) shares. The Company's financial statements reflect both the First and Second 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". The Company’s activities are subject to significant risks and uncertainties, including failing to secure additional funding to operationalize the Company’s proprietary drug development program and other business activities. Impact of Coronavirus (COVID-19) Pandemic In March 2020, the World Health Organization declared Coronavirus and its associated disease, COVID-19, a global pandemic. Conditions surrounding the Coronavirus outbreak are evolving rapidly and government authorities around the world have implemented emergency measures to mitigate the spread of the virus. The outbreak and related mitigation measures have had and will continue to have a material adverse impact on the world economies and the Company's business activities. It is not possible for the Company to predict the duration or magnitude of the adverse conditions of the outbreak and their effects on the Company’s business or ability to raise funds. No adjustments have been made to the amounts reported in the Company's financial statements as a result of this matter. Basis of Presentation of Unaudited Condensed Financial Information The unaudited financial statements of the Company for the three and six month periods ended June 30, 2020 and 2019 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-K. 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 June 30, 2020 was derived from the audited financial statements included in the Company's financial statements as of and for the year ended December 31, 2019 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on May 1, 2020. These financial statements should be read in conjunction with that report. Recently Issued Accounting Pronouncements In January 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2018-01, LEASES (TOPIC 842): LAND EASEMENT PRACTICAL EXPEDIENT FOR TRANSITION TO TOPIC 842. In February 2016, the FASB issued Accounting Standards Update No. 2016- 02, Leases (Topic 842), to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing transactions. The Company adopted this pronouncement on January 1, 2019. The Company's month-to-month arrangement for office space has no short-term or long-term asset or liability value. 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 Analytical Chemistry Services 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 Analytical Chemistry Services business as a discontinued operation. Discontinued Operations Income Statement: Unaudited Unaudited 6 Month and 3 month Ended 6 Month and 3 month Ended June 30, 2020 June 30, 2019 Revenues $ - $ 119,522 Cost of revenues - 81,920 Gross profit - 37,602 General & Administrative Expenses - 36,196 Gain (Loss) from operations - 1,406 Other income (expense) – Interest - (3,518 ) Net Income (Loss) from discontinued operations - (2,112 ) Loss on Disposal (580,125 ) (580,125 ) Total Net Income (Loss) from Discontinued Operations $ (580,125 ) $ (582,237 ) Discontinued Operations Balance Sheet: Unaudited Unaudited June 30, 2020 June 30, 2019 ASSETS 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 and 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 six months ended June 30, 2020 and 2019 were $-0- and $8,510, respectively. There were no cash flows used in or provided by financing or investing activities during those periods. 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. Local governmental regulations in Canada 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. |
2. Going Concern and Liquidity
2. Going Concern and Liquidity | 6 Months Ended |
Jun. 30, 2020 | |
Going Concern And Liquidity | |
2. Going Concern and Liquidity | As of June 30, 2020 and December 31, 2019, the Company had $85,593 and $40,501 in cash on hand, respectively, and limited revenue-producing business and other sources of income. Additionally, as of June 30, 2020 and December 31, 2019, the outstanding liabilities of the Company totaled $749,430 and $833,527, respectively. 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 on terms acceptable to the Company. Any issuance of convertible debt or 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 | 6 Months Ended |
Jun. 30, 2020 | |
Notes Payable [Abstract] | |
3. Notes Payable | The Company’s Notes Payable at June 30, 2020 consisted of the following: On April 1, 2017, the Company received monies in exchange for a Note Payable having a Face Value of $100,000 Canadian ($73,380 US at June 30, 2020) 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 $143,000 US). The matter is currently pending. See “PART II, Item 1, Legal Proceedings”, below. On September 10, 2018, the Company issued two Notes Payable having an aggregate Face Value of $36,500 with interest accruing at 8%. The two Notes were issued for services rendered to the Company and had maturity dates in June 2019. The Company was unable to pay the notes and on November 30, 2019 the Company issued a new Note which included accrued interest and accelerated interest of $7,059 for a total Face Value of $43,559. The new Note accrues interest at 8% and is convertible after 180 days from issuance into Common Stock at a price 35% below market value. The new Note is due August 31, 2020. As of June 30, 2020, a total principal amount of $7,774 of this Note plus accrued interest of $2,082 was converted into 5,600,000 shares of Common Stock valued at $18,760 resulting in a loss of $8,904. At June 30, 2020, the remaining principal balance of this note was $35,785. On December 24, 2018, the Company received monies in exchange for a Note Payable having a Face Value of $87,000 with interest accruing at 8% was due December 24, 2019. The Note is convertible after 180 days from issuance into $0.001 par value Common Stock at a price 35% below market value. As of June 30, 2020, a total principal amount of $78,000 of this Note plus accrued interest of $8,063 was converted into 33,600,612 shares of Common Stock valued at $191,196 resulting in a loss of $105,133. A remaining amount of $9,000 in principal was forgiven. On January 8, 2019, the Company received monies in exchange for a Note Payable having a Face Value of $54,000 with interest accruing at 8% was due January 8, 2020. The Note is convertible after 180 days from issuance into Common Stock at a price 35% below market value. During the three month period ended June 30, 2020, the entire principal amount of $54,000 of this Note plus accrued interest of $9,814 was converted into 44,931,640 shares of Common Stock valued at $365,787 resulting in a loss of $301,973. On February 5, 2019, the Company received monies in exchange for a Note Payable having a Face Value of $37,450 with interest accruing at 8% was due October 10, 2019. The Note is convertible after 180 days from issuance into Common Stock at a price 35% below market value. A principal amount of $5,265 of this Note plus accrued interest of $-0- was converted in 2019 into 450,000 shares of Common Stock valued at $6,300 resulting in a loss of $1,035. At June 30, 2020, the remaining principal balance of this note was $32,185. This note is past due and is currently payable on demand. On July 2, 2019, the Company received monies in exchange for a Note Payable having a Face Value of $40,000 with interest accruing at 8% was due April 30, 2020. The Note is convertible after 180 days from issuance into Common Stock at a price 35% below market value. During the six month period ended June 30, 2020, the entire principal amount of $40,000 of this Note plus accrued interest of $1,600 was converted into 13,099,359 shares of Common Stock valued at $58,684 resulting in a loss of $17,084. On July 26, 2019, the Company received monies in exchange for a Note Payable having a Face Value of $50,000 with interest accruing at 8%, which became due July 26, 2020. The Note is convertible after 180 days from issuance into Common Stock at a price 35% below market value. During the three month period ended June 30, 2020, accrued interest of $4,909 was converted into 5,060,825 shares of Common Stock valued at $32,389 resulting in a loss of $27,480. This note is past due and is currently payable on demand. On September 12, 2019, the Company received monies in exchange for a Note Payable having a Face Value of $43,000 with interest accruing at 8% is due July 15, 2020. The Note is convertible after 180 days from issuance into Common Stock at a price 35% below market value. During the three month period ended June 30, 2020, the entire principal amount of $43,000 of this Note plus accrued interest of $1,720 was converted into 38,855,726 shares of Common Stock valued at $117,177 resulting in a loss of $72,457. On December 14, 2019, the Company received monies in exchange for a Note Payable having a Face Value of $42,800 with interest accruing at 8% and which is due December 14, 2020. The Note is convertible after 180 days from issuance into Common Stock at a price 35% below market value. During the three month period ended June 30, 2020, the entire principal amount of $42,800 of this Note plus accrued interest of $1,712 was converted into 18,592,605 shares of Common Stock valued at $81,796 resulting in a loss of $37,284. On April 17, 2020, the Company’s Canadian subsidiary received a CEBA Loan (Canada Emergency Business Account Loan) from CIBC (Canadian Imperial Bank of Commerce) in the principal amount of $40,000 Canadian ($29,352 US) as part of the Canadian government’s COVID-19 relief program. The CEBA Loan is non-interest bearing if repaid on or before December 31, 2022 (the “Termination Date”). The CEBA Loan is considered repaid in full if the borrower repays 75% of the Principal Amount on or before the Termination Date. If the CEBA Loan is not repaid in full on or before the Termination Date, the lender will automatically extend the term of the loan by three years until December 31, 2025 (the “Extension Period”). During the Extension Period, interest will be charged, and will accrue on the outstanding amount of the CEBA Loan at a fixed rate of 5% per year, calculated daily and compounded monthly. The outstanding balance of the CEBA Loan and all accrued interest will be due at the end of the Extension Period. On April 27, 2020, the Company received a Paycheck Protection Program loan in the principal amount of $50,655 from the US Small Business Administration as part of the US government’s COVID-19 relief program. This loan accrues interest at the rate of 1% per annum. The Company is obligated to make payments of principal and interest totaling $2,133 each month commencing on November 27, 2020, with any remaining balances due and payable on or before April 27, 2022. The proceeds derived from this loan may only be used for payroll costs, interest on mortgages, rent and utilities (“Admissible Expenses”). In addition, the Paycheck Protection Program provides for conditional loan forgiveness if the Company utilizes at least 75% of the proceeds from the loan to pay Admissible Expenses. As of the date of this Report, all of the proceeds from this loan have been utilized for Admissible Expenses and the Company believes that it will qualify for forgiveness of the entire amount of the loan. On June 1, 2020, the Company received monies in exchange for a Note Payable having a Face Value of $42,000 with interest accruing at 8% is due June 1, 2021. The Note is convertible after 180 days from issuance into 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. Any gain or loss will be recognized at conversion. On June 9, 2020, the Company received monies in exchange for a Note Payable having a Face Value of $37,000 with interest accruing at 8% is due June 9, 2021. The Note is convertible after 180 days from issuance into 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. Any gain or loss will be recognized at conversion. A Note Payable dated December 31, 2018 having a Face Value of $26,893 and accruing interest at 12% was due December 31, 2019. On December 31, 2019, the Company renewed the Note, together with accrued interest of $3,227 for a 12-month period. The new Note has a Face Value of $30,120 and accrues interest at 12%. This Note is nonconvertible and matures on December 31, 2020. A Note Payable dated December 31, 2018 having a Face Value of $136,744 and accruing interest at 12% was due December 31, 2019. On October 1, 2019, the holder of this note requested to convert $30,000 in principal amount into 1,500,000 shares of Common Stock, leaving a principal balance $106,744. On December 31, 2019, the Company renewed the remaining principal balance of this Note, together with accrued interest of $15,509 for a 12-month period. The new Note has a Face Value of $122,253 and accrues interest at 12%. This Note is nonconvertible and matures on December 31, 2020. The Company assessed the conversion features of the notes above for derivative accounting consideration, per ASC 815, and determined that the embedded conversion features should not be classified as a derivative because the exercise price of the convertible notes does not exceed the market value of the company's shares on the conversion date. At June 30, 2020 and December 31, 2019, total accrued interest on Notes Payable was $28,548 and $21,077, respectively. |
4. Notes Payable - Related Part
4. Notes Payable - Related Party | 6 Months Ended |
Jun. 30, 2020 | |
Notes Payable [Abstract] | |
4. Notes Payable - Related Party | Outstanding Notes Payable at June 30, 2020 held by related parties consist of the following: A Note Payable dated December 31, 2018 held by the CEO of the Company having a Face Value of $117,535 Canadian ($86,118 US) and accruing interest at 12% was due December 31, 2019. On December 31, 2019, the Company renewed the Note together with accrued interest of $14,104 Canadian ($10,845 US) and cash advances made to the Company of $36,473 Canadian ($28,044 US) for a 12-month period. The new Note, which was converted to USD, now has a face Value of $128,269 US. This new Note is nonconvertible, accrues interest at 12% per annum and has a maturity date of December 31, 2020. |
5. Shareholders Equity
5. Shareholders Equity | 6 Months Ended |
Jun. 30, 2020 | |
SHAREHOLDERS' EQUITY (DEFICIT) | |
5. Shareholders' Equity | Effective April 6, 2020, the Company completed another 20 to 1 reverse split of its $0.001 par value Common Stock, reducing the issued and outstanding shares of Common Stock from 1,193,501,925 to 59,675,417 (the “Second Reverse Stock Split”). The number of authorized Common Shares remained as previously established at 3,000,000,000 post-second split. The Company's financial statements reflect both the First and Second Reverse Stock Split on a retroactive basis. On June 17, 2020, the Company filed an amendment to its Articles of Incorporation (the “Amendment”) with the Secretary of State for the State of Colorado, to eliminate the Series “A” Preferred Shares consisting of Eight Hundred and Fifty Thousand (850,000) shares, par value $0.10 per share, and the designation thereof, which shares were returned to the status of undesignated shares of Preferred Stock. In addition, the Amendment also increased the number of authorized Series “B” Preferred Shares from Five Hundred Thousand (500,000) to One Million (1,000,000) shares. Also on June 17, 2020, the Company issued Five Hundred Thousand (500,000) shares of Series “B” Preferred Stock in favor of Dr. Steve N. Slilaty, the Company’s CEO, in consideration for the COVID-19 treatment technology he developed. The Series “B” Preferred Stock is non-convertible, nonredeemable, non-retractable and has a superior liquidation value of $0.10 per share. Each share of Series “B” Preferred Stock is entitled to 1,000 votes per share. This stock issuance brought Dr. Slilaty’s holdings of the Company’s Series B Preferred Stock to One Million (1,000,000) shares. D uring the six months ended June 30, 2020 the Company issued a total of 156,390,606 shares of Common Stock for the conversion of outstanding notes payable, reducing the debt by $230,074 and interest payable by $27,445 and generating a loss on conversion of $550,390. The Company declared no dividends through June 30, 2020. |
6. Related Party Transactions
6. Related Party Transactions | 6 Months Ended |
Jun. 30, 2020 | |
Related Party Transactions [Abstract] | |
6. Related Party Transactions | In addition to the related party transaction detailed in Note 4 above, the Company paid its Officers and Directors cash compensation totaling $55,830 and $43,952 for the six months ended June 30, 2020 and 2019, respectively. |
7. Subsequent Events
7. Subsequent Events | 6 Months Ended |
Jun. 30, 2020 | |
Subsequent Events [Abstract] | |
7. Subsequent Events | On July 7, 2020, the holder of a note payable dated November 30, 2019 elected to convert a total of $35,785 in principal and $441 in accrued interest into 8,598,048 shares of Common Stock leaving a principal balance of $-0-. On July 7, 2020, the Company received monies in exchange for a Note Payable having a Face Value of $48,000 with interest accruing at 8% is due July 7, 2021. The Note is convertible after 180 days from issuance into Common Stock at a price 35% below market value. On July 27, 2020, the Company received monies in exchange for a Note Payable having a Face Value of $102,000 with interest accruing at 8% is due July 27, 2021. The Note is convertible after 180 days from issuance into Common Stock at a price 30% below market value. |
1. Nature of Business and Bas_2
1. Nature of Business and Basis of Presentation (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | The unaudited financial statements of the Company for the three and six month periods ended June 30, 2020 and 2019 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-K. 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 June 30, 2020 was derived from the audited financial statements included in the Company's financial statements as of and for the year ended December 31, 2019 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on May 1, 2020. These financial statements should be read in conjunction with that report. |
Recently Issued Accounting Pronouncements | In January 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2018-01, LEASES (TOPIC 842): LAND EASEMENT PRACTICAL EXPEDIENT FOR TRANSITION TO TOPIC 842. In February 2016, the FASB issued Accounting Standards Update No. 2016- 02, Leases (Topic 842), to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing transactions. The Company adopted this pronouncement on January 1, 2019. The Company's month-to-month arrangement for office space has no short-term or long-term asset or liability value. |
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 Analytical Chemistry Services 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 Analytical Chemistry Services business as a discontinued operation. Discontinued Operations Income Statement: Unaudited Unaudited 6 Month and 3 month Ended 6 Month and 3 month Ended June 30, 2020 June 30, 2019 Revenues $ - $ 119,522 Cost of revenues - 81,920 Gross profit - 37,602 General & Administrative Expenses - 36,196 Gain (Loss) from operations - 1,406 Other income (expense) – Interest - (3,518 ) Net Income (Loss) from discontinued operations - (2,112 ) Loss on Disposal (580,125 ) (580,125 ) Total Net Income (Loss) from Discontinued Operations $ (580,125 ) $ (582,237 ) Discontinued Operations Balance Sheet: Unaudited Unaudited June 30, 2020 June 30, 2019 ASSETS 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 and 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 six months ended June 30, 2020 and 2019 were $-0- and $8,510, respectively. There were no cash flows used in or provided by financing or investing activities during those periods. |
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. Local governmental regulations in Canada 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. |
1. Nature of Business and Bas_3
1. Nature of Business and Basis of Presentation (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Discontinued operations | Discontinued Operations Income Statement: Unaudited Unaudited 6 Month and 3 month Ended 6 Month and 3 month Ended June 30, 2020 June 30, 2019 Revenues $ - $ 119,522 Cost of revenues - 81,920 Gross profit - 37,602 General & Administrative Expenses - 36,196 Gain (Loss) from operations - 1,406 Other income (expense) – Interest - (3,518 ) Net Income (Loss) from discontinued operations - (2,112 ) Loss on Disposal (580,125 ) (580,125 ) Total Net Income (Loss) from Discontinued Operations $ (580,125 ) $ (582,237 ) Discontinued Operations Balance Sheet: Unaudited Unaudited June 30, 2020 June 30, 2019 ASSETS 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 and accrued expenses - 70,597 Total Current Liabilities - 103,732 TOTAL LIABILITIES $ - $ 103,732 |
1. Nature of Business and Bas_4
1. Nature of Business and Basis of Presentation (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Revenues | $ 0 | $ 119,522 | $ 0 | $ 119,522 |
Cost of revenues | 0 | 81,920 | 0 | 81,920 |
Gross profit | 0 | 37,602 | 0 | 37,602 |
General & administrative expenses | 0 | 36,196 | 0 | 36,196 |
Gain (loss) from operations | 0 | 1,406 | 0 | 1,406 |
Other income (expense) - interest | 0 | (3,518) | 0 | (3,518) |
Net income (loss) from discontinued operations | 0 | (2,112) | 0 | (2,112) |
Loss on disposal | 0 | (580,125) | 0 | (580,125) |
Total net income (loss) from discontinued operations | $ 0 | $ (580,125) | $ 0 | $ (582,237) |
1. Nature of Business and Bas_5
1. Nature of Business and Basis of Presentation (Details 1) - USD ($) | Jun. 30, 2020 | Jun. 30, 2019 |
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 $34,959 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 ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Going Concern And Liquidity | ||
Cash and cash equivalents | $ 85,593 | $ 40,501 |
Outstanding liabilities | $ 749,430 | $ 833,527 |
3. Notes Payable (Details Narra
3. Notes Payable (Details Narrative) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Notes Payable [Abstract] | ||
Interest accrued | $ 28,548 | $ 21,077 |
4. Notes Payable - Related Pa_2
4. Notes Payable - Related Party (Details Narrative) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Notes Payable [Abstract] | ||
Notes payable - related party | $ 128,269 | $ 129,261 |
5. Shareholders' Equity (Detail
5. Shareholders' Equity (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2020 | Dec. 31, 2019 | |
SHAREHOLDERS' EQUITY (DEFICIT) | ||
Shares issued | 156,390,606 | |
Par value of common stock | $ .01 | $ 0.001 |
Debt reduction | $ 230,074 |
6. Related Party Transactions (
6. Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Related Party Transactions [Abstract] | ||||
Officer & director remuneration | $ 52,000 | $ 3,751 | $ 55,830 | $ 43,952 |