Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Nov. 09, 2018 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | RemSleep Holdings Inc. | |
Entity Central Index Key | 1,412,126 | |
Trading Symbol | RMSL | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2018 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,018 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Ex Transition Period | false | |
Entity Common Stock, Shares Outstanding | 6,025,894 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash | $ 40,955 | $ 2,014 |
Prepaid expenses | 11,983 | 173,282 |
Total current assets | 52,938 | 175,296 |
Property and equipment, net | 32,326 | 8,486 |
Total Assets | 85,264 | 183,782 |
Current Liabilities: | ||
Accounts payable | 244,398 | 239,878 |
Accrued compensation | 350 | 2,850 |
Accrued interest | 15,710 | 12,341 |
Accrued stock to be issued | 194,068 | |
Convertible Notes, net of discount of $59,264 | 17,736 | |
Derivative Liability | 130,915 | |
Loan payable - related party | 179,191 | 182,191 |
Loan payable | 45,000 | 50,000 |
Total Liabilities | 633,300 | 681,328 |
Commitments and Contingencies | ||
STOCKHOLDERS' DEFICIT: | ||
Common stock, $.001 par value, 1,000,000,000 shares authorized, 6,025,894 and 3,610,751 shares issued and outstanding, respectively | 6,026 | 3,611 |
Common stock to be issued | 228,604 | 58,225 |
Additional paid in capital | 1,020,307 | 424,938 |
Accumulated Deficit | (1,907,973) | (1,089,320) |
TOTAL STOCKHOLDERS' DEFICIT | (548,036) | (497,546) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 85,264 | 183,782 |
Series A preferred stock | ||
STOCKHOLDERS' DEFICIT: | ||
Preferred stock, value | 105,000 | 105,000 |
Series B preferred stock | ||
STOCKHOLDERS' DEFICIT: | ||
Preferred stock, value | ||
Series C preferred stock | ||
STOCKHOLDERS' DEFICIT: | ||
Preferred stock, value |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Convertible notes, net of discount | $ 59,264 | |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 6,025,894 | 3,610,751 |
Common stock, shares outstanding | 6,025,894 | 3,610,751 |
Series A preferred stock | ||
Preferred stock, no par value | ||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 3,500,000 | 3,500,000 |
Preferred stock, shares outstanding | 3,500,000 | 3,500,000 |
Series B preferred stock | ||
Preferred stock, no par value | ||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | ||
Series C preferred stock | ||
Preferred stock, no par value | ||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Operating Expenses: | ||||
Professional fees | $ 5,650 | $ 8,250 | $ 41,750 | $ 68,462 |
Consulting | 220,000 | 88,531 | 603,799 | 458,635 |
Officer compensation | 9,000 | 6,000 | 27,000 | 18,000 |
General and administrative | 8,289 | 6,637 | 21,990 | 21,281 |
Total operating expenses | 242,939 | 109,418 | 694,539 | 566,378 |
Loss from operations | (242,939) | (109,418) | (694,539) | (566,378) |
Other expenses: | ||||
Interest expense | (2,130) | (630) | (3,369) | (1,869) |
Discount amortization | (14,936) | (14,936) | ||
Loss on issuance of convertible debt | (47,020) | (47,020) | ||
Change in fair value of derivative | (41,894) | (58,789) | ||
Total other expense | (105,980) | (630) | (124,114) | (1,869) |
Loss before income taxes | (348,919) | (110,048) | (818,653) | (568,247) |
Provision for income taxes | ||||
Net Loss | $ (348,919) | $ (110,048) | $ (818,653) | $ (568,247) |
Net loss per share, basic and diluted | $ (0.06) | $ (0.03) | $ (0.16) | $ (0.17) |
Weighted average common shares outstanding, basic and diluted | 5,970,460 | 3,448,795 | 5,144,683 | 3,289,506 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (818,653) | $ (568,247) |
Adjustments to reconcile net loss to net cash used in operations: | ||
Depreciation expense | 1,723 | 3,843 |
Stock compensation expense | 603,499 | 478,125 |
Change in fair value of derivative | 58,789 | |
Discount amortization | 14,936 | |
Loss on issuance of convertible debt | 47,020 | |
Changes in Operating Assets and Liabilities | ||
Prepaids | (2,200) | |
Accounts Payable | 4,520 | 4,500 |
Accrued officer compensation | (2,500) | 7,850 |
Accrued interest | 3,370 | 1,869 |
Net cash used in operating activities | (89,496) | (72,060) |
Cash Flows from Investing Activities: | ||
Purchase of equipment | (25,563) | |
Net Cash used in investing activities | (25,563) | |
Cash Flows from Financing Activities: | ||
Proceeds/repayments - related party | (3,000) | 72,115 |
Repayment of loans | (5,000) | |
Proceeds from convertible notes payable | 72,000 | |
Proceeds from sale of common stock | 90,000 | |
Net cash provided by financing activities | 154,000 | 72,115 |
Net increase in cash | 38,941 | 55 |
Cash at beginning of the period | 2,014 | |
Cash at end of the period | 40,955 | 55 |
Supplemental cash flow information: | ||
Interest paid in cash | ||
Taxes paid |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Business Activity REMSleep Holdings, Inc., (the “Company”) was incorporated in the State of Nevada on June 6, 2007. On January 5, 2015 the name of the Company was changed to REMSleep Holdings, Inc. and the business model was changed to reflect the new direction of the Company; to develop and distribute products to help people affected by sleep apnea. On May 30, 2015 REMSleep LLC was formally merged into REMSleep Holdings, Inc. Basis of Presentation These unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). These financial statements and the notes attached hereto should be read in conjunction with the financial statements and notes included in the Company’s 10-K for its fiscal year ended December 31, 2017. In the opinion of the Company, all adjustments, including normal recurring adjustments necessary to present fairly the financial position of the Company, as of September 30, 2018 and the results of its operations and cash flows for the nine-month periods then ended have been included. The results of operations for the interim period are not necessarily indicative of the results for the full year. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Reclassifications Certain reclassifications have been made to the prior period financial information to conform to the presentation used in the financial statements for the nine months ended September 30, 2018. Fair Value of Financial Instruments The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below: Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3: Pricing inputs that are generally unobservable inputs and not corroborated by market data. The carrying amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses and accrued expenses approximate their fair value because of the short maturity of those instruments. The Company’s notes payable approximates the fair value of such instruments as the notes bear interest rates that are consistent with current market rates. The following table classifies the Company’s liabilities measured at fair value on a recurring basis into the fair value hierarchy as of: September 30, 2018: Description Level 1 Level 2 Level 3 Total Gains and (Losses) Derivative $ - $ - $ 130,915 $ (41,894 ) Derivative Financial Instruments Derivative liabilities are recognized in the balance sheet at fair value based on the criteria specified in Financial Accounting Standards Board ( “FASB” “ASC” – Derivatives and Hedging – Embedded Derivatives “ASC 815-15” The Company determined that using an alternative valuation model such as a Binomial-Lattice model would result in minimal differences. The fair value of the embedded conversion feature of debt classified as derivative liabilities are adjusted for changes in fair value at each reporting period, and the corresponding non-cash gain or loss is recorded as other income or expense in the statement of operations. As of September 30, 2018, the embedded conversion feature of $130,915 of convertible notes payable was classified as a derivative liability. Each reporting period the embedded conversion feature is re-valued and adjusted through the caption “change in fair value of derivative liabilities” on the statements of operations. Recent Accounting Pronouncements The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements will cause a material impact on its financial condition or the results of its operations. |
Going Concern
Going Concern | 9 Months Ended |
Sep. 30, 2018 | |
Going Concern [Abstract] | |
GOING CONCERN | NOTE 2 - GOING CONCERN The accompanying unaudited financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has an accumulated deficit of $1,907,973 at September 30, 2018, had a net loss of $818,653 and net cash used in operating activities of $89,496 for the nine months ended September 30, 2018. The Company’s ability to raise additional capital through the future issuances of common stock and/or debt financing is unknown. The obtainment of additional financing, the successful development of the Company’s contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. These conditions and the ability to successfully resolve these factors over the next twelve months raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties. |
Property & Equipment
Property & Equipment | 9 Months Ended |
Sep. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY & EQUIPMENT | NOTE 3 - PROPERTY & EQUIPMENT Long lived assets, including property and equipment and certain intangible assets to be held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. Impairment losses are recognized if expected future cash flows of the related assets are less than their carrying values. Measurement of an impairment loss is based on the fair value of the asset. Long-lived assets and certain identifiable intangibles to be disposed of are reported at the lower of carrying amount or fair value less cost to sell. Property and Equipment and intangible assets are first recorded at cost. Depreciation and/or amortization is computed using the straight-line method over the estimated useful lives of the various classes of assets as follows between three and five years. Maintenance and repair expenses, as incurred, are charged to expense. Betterments and renewals are capitalized in plant and equipment accounts. Cost and accumulated depreciation applicable to items replaced or retired are eliminated from the related accounts with any gain or loss on the disposition included as income. Assets stated at cost, less accumulated depreciation consisted of the following: September 30, 2018 December 31, 2017 Equipment $ 14,904 $ 14,904 Office equipment 2,458 - Tooling / Molds 23,105 - Less: accumulated depreciation (8,141 ) (6,418 ) Fixed assets, net $ 32,326 $ 8,486 Depreciation expense Depreciation expense for the nine months ended September 30, 2018 and 2017 was $1,723 and $3,843, respectively. Depreciation expense for the three months ended September 30, 2018 and 2017 was $691 and $516, respectively. |
Loan Payable
Loan Payable | 9 Months Ended |
Sep. 30, 2018 | |
Loan Payable [Abstarct] | |
LOAN PAYABLE | NOTE 4 – LOAN PAYABLE On October 24, 2017, the Company was notified that a petition had been filed in the Iowa District Court for Polk County by a Mr. John M. Wesson for failure to repay a loan. Mr. Wesson had loaned the Company $30,000 and $20,000 on October 24, 2012 and June 12, 2013, respectively. The loans were to accrue interest at 5%. While the Company was under previous management the loans were removed from the books in Q1 of 2015. On April 26, 2018, the Company agreed to repay the loan in full including accrued interest and $5,000 for legal fees. The $50,000 plus $7,341 was booked to retained earnings in 2016 as a correction of an error. As of September 30, 2018, $5,000 has been paid towards the amount due and there is $14,211 of interest accrued on the loan. |
Convertible Notes
Convertible Notes | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES | NOTE 5 – CONVERTIBLE NOTES On July 9, 2018, the Company issued a Convertible Promissory Note in favor of Power Up Lending Group LTD (“Power Up”). The principal amount of the Note is $45,000 with an original issue discount of $3,000 and carries an interest rate of 12% per annum. It becomes due and payable with accrued interest on July 9, 2019. Power Up has the option to convert the Note plus accrued interest into common shares of the Company, after 180 days. The conversion rate is a 39% discount to the average of the lowest two trading price for twenty days prior to the date of conversion. The company bifurcated the conversion feature and accounted for it as a derivative liability. The Company recorded the derivative liability at its fair value of $89,020 based on the Black Scholes Merton pricing model and a corresponding debt discount of $42,000 to be amortized utilizing the interest method of accretion over the term of the note. As of September 30, 2018, the Company fair valued the derivative at $130,915. In addition, $10,233 of the debt discount has been amortized to interest expense. A summary of the activity of the derivative liability for the notes above is as follows: Balance at December 31, 2017 $ - Increase to derivative due to new issuances $ 89,020 Derivative loss due to mark to market adjustment $ 41,895 Balance at September 30, 2018 $ 130,915 A summary of quantitative information about significant unobservable inputs (Level 3 inputs) used in measuring the Company’s derivative liability that are categorized within Level 3 of the fair value hierarchy for the nine months ended September 30, 2018 is as follows: Inputs September 30, 2018 Initial Valuation Stock price $ .075 $ .55 Conversion price $ .0244 $ .244 Volatility (annual) 375.66 % 261.04 % Risk-free rate 2.47 % 2.34 % Years to maturity .77 1 The development and determination of the unobservable inputs for Level 3 fair value measurements and fair value calculations are the responsibility of the Company’s management On August 30, 2018, the Company issued a Convertible Promissory Note in favor of LG Capital Funding LLC (“LG”). The principal amount of the Note is $32,000 with an original issue discount of $2,000 and carries an interest rate of 10% per annum. It becomes due and payable with accrued interest on August 30, 2019. During the first six months LG has the option to convert the Note plus accrued interest at a fixed price of $0.10 per share. After the 6-month anniversary, the Conversion Price shall be equal to 60% of the lowest closing bid price for the eighteen prior trading days including the day of conversion. The Company accounted for the initial conversion feature as a beneficial conversion feature. A beneficial conversion feature arises when the conversion price of a convertible instrument is below the per share fair value of the underlying stock into which it is convertible. If LG were to convert at the price of $.10 they could convert the full $32,000 into 320,000 shares of common stock. Using the stock price on the date the note was issued of $.185 and the conversion price of $.10, the Company valued each share at $.085 for an additional expense of $27,200. The Company has accounted for the $27,200 has debt discount with a credit to additional paid in capital. The discount will be amortized over the six months. As of September 30, 2018, $4,533 has been amortized to interest expense. |
Common Stock
Common Stock | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
COMMON STOCK | NOTE 6 - COMMON STOCK On November 16, 2017, the Company issued, as compensation for services provided, 1,087,261 common shares with a fair value of $0.2125 per share for total non-cash expense of $231,043. The expense is being recognized over the six-month term of the contract. As of December 31, 2017, $57,761 has been debited to consulting expense. In addition, as of December 31, 2017, the shares have not yet been issued; as a result, $36,975 has been credited to common stock to be issued and the remaining $194,068 to accruals. As of September 30, 2018, the shares were re-valued at $0.231 for a change in value of $16,895. In addition, $173,282 was amortized to stock for services expense and the accrual for stock to be issued was reclassed to common stock to be issued in equity, which was reduced $40,584 for the issuance of 178,000 shares by the transfer agent. As of September 30, 2018, the full amount has been amortized to stock compensation expense. During the nine months ended September 30, 2018, the Company sold 477,143 shares of common stock for total cash proceeds of $90,000. During the nine months ended September 30, 2018, the Company granted 1,760,000 shares of common stock for services at $0.25 per share for total non-cash expense of $440,000 which is being amortized over the six-month term of the applicable service agreements. As of September 30, 2018, $430,217 has been amortized to consulting expense, for a balance of $9,783. |
Preferred Stock
Preferred Stock | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
PREFERRED STOCK | NOTE 7 - PREFERRED STOCK The Company is currently authorized to issue 5,000,000 Class A preferred shares, $0.001 per value with 1:25 voting rights. On February 25, 2016, the Company issued 2,000,000 Class A preferred shares. On April 26, 2016 the Company issued 1,500,000 Class A preferred shares. The fair value of the shares was based on the price quoted on the OTC pink sheets on the grant date for the common shares as the preferred shares have a preference of a 1 to 1 conversion to common stock. The Company recognized compensation expense to its officers. As of September 30, 2018, there are 3,500,000 Class A Preferred shares outstanding. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2018 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 8 - RELATED PARTY TRANSACTIONS The Company has received support from parties related through common ownership and directorship. These loans are unsecured, non-interest bearing and due on demand. As of September 30, 2018, and December 31, 2017, the balance due on these loans is $179,191 and $182,191, respectively. |
Restatement
Restatement | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Changes and Error Corrections [Abstract] | |
RESTATEMENT | NOTE 9 – RESTATEMENT The September 30, 2017 financial statements are being restated to revise the accounting for retroactive adjustments for stock compensation and other general and administrative expenses identified during the year ended December 31, 2017 audit. The following table summarizes changes made to the nine months ended September 30, 2017 Statement of Operations. For the nine months ended As Reported Adjustment As Restated Operating expenses Professional fees $ (56,662 ) $ (11,800 ) $ (68,462 ) Consulting (113,560 ) (345,075 ) (458,635 ) Officer compensation (10,000 ) (8,000 ) (18,000 ) General and administrative (21,236 ) (45 ) (21,281 ) Other expense Interest expense - (1,869 ) (1,869 ) Net Loss $ (201,458 ) $ (366,789 ) $ (568,247 ) |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2018 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10 - SUBSEQUENT EVENTS In accordance with SFAS 165 (ASC 855-10) management has performed an evaluation of subsequent events through the date that the financial statements were available to be issued and has determined that it does not have any material subsequent events to disclose in these financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Business Activity | Business Activity REMSleep Holdings, Inc., (the “Company”) was incorporated in the State of Nevada on June 6, 2007. On January 5, 2015 the name of the Company was changed to REMSleep Holdings, Inc. and the business model was changed to reflect the new direction of the Company; to develop and distribute products to help people affected by sleep apnea. On May 30, 2015 REMSleep LLC was formally merged into REMSleep Holdings, Inc. |
Basis of Presentation | Basis of Presentation These unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). These financial statements and the notes attached hereto should be read in conjunction with the financial statements and notes included in the Company’s 10-K for its fiscal year ended December 31, 2017. In the opinion of the Company, all adjustments, including normal recurring adjustments necessary to present fairly the financial position of the Company, as of September 30, 2018 and the results of its operations and cash flows for the nine-month periods then ended have been included. The results of operations for the interim period are not necessarily indicative of the results for the full year. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. |
Reclassifications | Reclassifications Certain reclassifications have been made to the prior period financial information to conform to the presentation used in the financial statements for the nine months ended September 30, 2018. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below: Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3: Pricing inputs that are generally unobservable inputs and not corroborated by market data. The carrying amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses and accrued expenses approximate their fair value because of the short maturity of those instruments. The Company’s notes payable approximates the fair value of such instruments as the notes bear interest rates that are consistent with current market rates. The following table classifies the Company’s liabilities measured at fair value on a recurring basis into the fair value hierarchy as of: September 30, 2018: Description Level 1 Level 2 Level 3 Total Gains and (Losses) Derivative $ - $ - $ 130,915 $ (41,894 ) |
Derivative Financial Instruments | Derivative Financial Instruments Derivative liabilities are recognized in the balance sheet at fair value based on the criteria specified in Financial Accounting Standards Board ( “FASB” “ASC” – Derivatives and Hedging – Embedded Derivatives “ASC 815-15” The Company determined that using an alternative valuation model such as a Binomial-Lattice model would result in minimal differences. The fair value of the embedded conversion feature of debt classified as derivative liabilities are adjusted for changes in fair value at each reporting period, and the corresponding non-cash gain or loss is recorded as other income or expense in the statement of operations. As of September 30, 2018, the embedded conversion feature of $130,915 of convertible notes payable was classified as a derivative liability. Each reporting period the embedded conversion feature is re-valued and adjusted through the caption “change in fair value of derivative liabilities” on the statements of operations. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements will cause a material impact on its financial condition or the results of its operations. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Schedule of liabilities measured at fair value on a recurring basis | September 30, 2018: Description Level 1 Level 2 Level 3 Total Gains and (Losses) Derivative $ - $ - $ 130,915 $ (41,894 ) |
Property & Equipment (Tables)
Property & Equipment (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property & Equipment | September 30, 2018 December 31, 2017 Equipment $ 14,904 $ 14,904 Office equipment 2,458 - Tooling / Molds 23,105 - Less: accumulated depreciation (8,141 ) (6,418 ) Fixed assets, net $ 32,326 $ 8,486 |
Convertible Notes (Tables)
Convertible Notes (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of derivative liability | Balance at December 31, 2017 $ - Increase to derivative due to new issuances $ 89,020 Derivative loss due to mark to market adjustment $ 41,895 Balance at September 30, 2018 $ 130,915 |
Schedule of quantitative information about significant unobservable inputs | Inputs September 30, 2018 Initial Valuation Stock price $ .075 $ .55 Conversion price $ .0244 $ .244 Volatility (annual) 375.66 % 261.04 % Risk-free rate 2.47 % 2.34 % Years to maturity .77 1 |
Restatement (Tables)
Restatement (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Changes and Error Corrections [Abstract] | |
Schedule of changes made to statement of operations | For the nine months ended As Reported Adjustment As Restated Operating expenses Professional fees $ (56,662 ) $ (11,800 ) $ (68,462 ) Consulting (113,560 ) (345,075 ) (458,635 ) Officer compensation (10,000 ) (8,000 ) (18,000 ) General and administrative (21,236 ) (45 ) (21,281 ) Other expense Interest expense - (1,869 ) (1,869 ) Net Loss $ (201,458 ) $ (366,789 ) $ (568,247 ) |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) | Sep. 30, 2018USD ($) |
Derivative Total Gains and (Losses) | $ (41,894) |
Level 1 [Member] | |
Derivative Total Gains and (Losses) | |
Level 2 [Member] | |
Derivative Total Gains and (Losses) | |
Level 3 [Member] | |
Derivative Total Gains and (Losses) | $ 130,915 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details Textual) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Summary of Significant Accounting Policies (Textual) | ||
Embedded conversion feature of convertible notes payable | $ 130,915 |
Going Concern (Details)
Going Concern (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Going Concern (Textual) | |||||
Accumulated deficit | $ (1,907,973) | $ (1,907,973) | $ (1,089,320) | ||
Net loss | $ (348,919) | $ (110,048) | (818,653) | $ (568,247) | |
Net cash used in operating activities | $ (89,496) | $ (72,060) |
Property & Equipment (Details)
Property & Equipment (Details) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Abstract] | ||
Equipment | $ 14,904 | $ 14,904 |
Office equipment | 2,458 | |
Tooling / Molds | 23,105 | |
Less: accumulated depreciation | (8,141) | (6,418) |
Fixed assets, net | $ 32,326 | $ 8,486 |
Property & Equipment (Details T
Property & Equipment (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Property, Plant and Equipment (Textual) | ||||
Depreciation expense | $ 691 | $ 516 | $ 1,723 | $ 3,843 |
Loan Payable (Details)
Loan Payable (Details) - USD ($) | 1 Months Ended | 9 Months Ended | ||||
Apr. 26, 2018 | Sep. 30, 2018 | Aug. 30, 2018 | Jul. 09, 2018 | Jun. 12, 2013 | Oct. 24, 2012 | |
Percentage of accrue interest | 5.00% | |||||
Description of loans payable | The Company agreed to repay the loan in full including accrued interest and $5,000 for legal fees. The $50,000 plus $7,341 was booked to retained earnings in 2016 as a correction of an error. | During the first six months LG has the option to convert the Note plus accrued interest at a fixed price of $0.10 per share. After the 6-month anniversary, the Conversion Price shall be equal to 60% of the lowest closing bid price for the eighteen prior trading days including the day of conversion. The Company accounted for the initial conversion feature as a beneficial conversion feature. A beneficial conversion feature arises when the conversion price of a convertible instrument is below the per share fair value of the underlying stock into which it is convertible. If LG were to convert at the price of $.10 they could convert the full $32,000 into 320,000 shares of common stock. Using the stock price on the date the note was issued of $.185 and the conversion price of $.10, the Company valued each share at $.085 for an additional expense of $27,200. The Company has accounted for the $27,200 has debt discount with a credit to additional paid in capital. The discount will be amortized over the six months. | ||||
Repaid loan for legal fees | $ 5,000 | |||||
Paid towards due amount | $ 5,000 | $ 32,000 | $ 45,000 | |||
Interest accrued on the loan | $ 14,211 | |||||
Mr. Wesson [Member] | ||||||
Loaned amount | $ 20,000 | $ 30,000 |
Convertible Notes (Details)
Convertible Notes (Details) | 9 Months Ended |
Sep. 30, 2018USD ($) | |
Debt Disclosure [Abstract] | |
Beginning, balance | |
Increase to derivative due to new issuances | 89,020 |
Derivative loss due to mark to market adjustment | 41,895 |
Ending, balance | $ 130,915 |
Convertible Notes (Details 1)
Convertible Notes (Details 1) | 9 Months Ended |
Sep. 30, 2018$ / shares | |
Stock price | $ .075 |
Conversion price | $ .0244 |
Volatility (annual) | 375.66% |
Risk-free rate | 2.47% |
Years to maturity | 9 months 7 days |
Initial Valuation [Member] | |
Stock price | $ .55 |
Conversion price | $ .244 |
Volatility (annual) | 261.04% |
Risk-free rate | 2.34% |
Years to maturity | 1 year |
Convertible Notes (Details Text
Convertible Notes (Details Textual) - USD ($) | Jul. 09, 2018 | Apr. 26, 2018 | Sep. 30, 2018 | Aug. 30, 2018 | Dec. 31, 2017 |
Convertible Notes (Textual) | |||||
Note principal amount | $ 45,000 | $ 5,000 | $ 32,000 | ||
Note original issue discount | $ 3,000 | $ 2,000 | |||
Note interest rate | 12.00% | 10.00% | |||
Note conversion rate | 39.00% | ||||
Derivative liability at fair value | $ 89,020 | ||||
Amortization of debt discount | $ 42,000 | ||||
Derivative | 130,915 | ||||
Amortized to interest expense of debt discount | $ 10,233 | ||||
Debt instrument, description | The Company agreed to repay the loan in full including accrued interest and $5,000 for legal fees. The $50,000 plus $7,341 was booked to retained earnings in 2016 as a correction of an error. | During the first six months LG has the option to convert the Note plus accrued interest at a fixed price of $0.10 per share. After the 6-month anniversary, the Conversion Price shall be equal to 60% of the lowest closing bid price for the eighteen prior trading days including the day of conversion. The Company accounted for the initial conversion feature as a beneficial conversion feature. A beneficial conversion feature arises when the conversion price of a convertible instrument is below the per share fair value of the underlying stock into which it is convertible. If LG were to convert at the price of $.10 they could convert the full $32,000 into 320,000 shares of common stock. Using the stock price on the date the note was issued of $.185 and the conversion price of $.10, the Company valued each share at $.085 for an additional expense of $27,200. The Company has accounted for the $27,200 has debt discount with a credit to additional paid in capital. The discount will be amortized over the six months. | |||
Amortized to interest expense | $ 4,533 |
Common Stock (Details)
Common Stock (Details) - USD ($) | 1 Months Ended | 9 Months Ended | ||
Nov. 16, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Common Stock (Textual) | ||||
Common shares issued | 1,087,261 | |||
Fair value of per share | $ 0.2125 | $ 0.25 | ||
Granted shares of common stock | 1,760,000 | |||
Total non-cash expense | $ 231,043 | $ 440,000 | ||
Term of contract | 6 months | |||
Consulting expense | 430,217 | $ 57,761 | ||
Common stock to be issued | 36,975 | |||
Accrued stock to be issued | $ 194,068 | |||
Shares were re-valued price | $ 0.231 | |||
Change in fair value | $ 16,895 | |||
Amortized to stock for services expense | 173,282 | |||
Value of shares reduced | $ 40,584 | |||
Issuance of shares by the transfer agent | 178,000 | |||
Sold shares of common stock | 477,143 | |||
Total cash proceeds | $ 90,000 | |||
Consulting expense balance amount | $ 9,783 |
Preferred Stock (Details)
Preferred Stock (Details) - Class A preferred shares [Member] - $ / shares | 9 Months Ended | |||
Sep. 30, 2018 | Dec. 31, 2017 | Apr. 26, 2016 | Feb. 25, 2016 | |
Preferred Stock (Textual) | ||||
Class A Preferred stock, shares authorized | 5,000,000 | 5,000,000 | ||
Class A Preferred stock, per value | $ 0.001 | |||
Preferred stock, voting rights | 1:25 voting rights. | |||
Class A Preferred stock, shares issued | 3,500,000 | 3,500,000 | 1,500,000 | 2,000,000 |
Class A Preferred stock, shares outstanding | 3,500,000 | 3,500,000 | ||
Preferred stock conversion to common stock | The fair value of the shares was based on the price quoted on the OTC pink sheets on the grant date for the common shares as the preferred shares have a preference of a 1 to 1 conversion to common stock. |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Related Party Transactions (Textual) | ||
Due to shareholder | $ 179,191 | $ 182,191 |
Restatement (Details)
Restatement (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Operating expenses | ||||
Professional fees | $ (5,650) | $ (8,250) | $ (41,750) | $ (68,462) |
Consulting | (220,000) | (88,531) | (603,799) | (458,635) |
Officer compensation | 9,000 | 6,000 | 27,000 | 18,000 |
General and administrative | (8,289) | (6,637) | (21,990) | (21,281) |
Other expense | ||||
Interest expense | (2,130) | (630) | (3,369) | (1,869) |
Net Loss | $ (348,919) | $ (110,048) | $ (818,653) | (568,247) |
As Reported [Member] | ||||
Operating expenses | ||||
Professional fees | (56,662) | |||
Consulting | (113,560) | |||
Officer compensation | (10,000) | |||
General and administrative | (21,236) | |||
Other expense | ||||
Interest expense | ||||
Net Loss | (201,458) | |||
Adjustment [Member] | ||||
Operating expenses | ||||
Professional fees | (11,800) | |||
Consulting | (345,075) | |||
Officer compensation | (8,000) | |||
General and administrative | (45) | |||
Other expense | ||||
Interest expense | (1,869) | |||
Net Loss | $ (366,789) |