Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2019 | Aug. 09, 2019 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | RemSleep Holdings Inc. | |
Entity Central Index Key | 0001412126 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2019 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2019 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Ex Transition Period | false | |
Entity Common Stock, Shares Outstanding | 66,336,693 | |
Entity File Number | 000-53450 | |
Entity Interactive Data Current | Yes | |
Entity Incorporation State Country Code | NV |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash | $ 181,763 | $ 16,640 |
Prepaid expenses | 18,719 | 2,000 |
Total current assets | 200,482 | 18,640 |
Other asset | 10,000 | |
Property and equipment, net | 62,559 | 38,436 |
Total Assets | 273,041 | 57,076 |
Current Liabilities: | ||
Accounts payable | 240,754 | 240,399 |
Accrued compensation | 14,500 | |
Accrued interest | 24,770 | 18,508 |
Accrued interest - related party | 11,107 | |
Convertible Notes, net of discount of $241,950 and $33,759 | 69,490 | 43,241 |
Derivative Liability | 746,695 | 96,110 |
Loan payable - related party | 179,191 | 179,191 |
Loans payable | 58,157 | 59,712 |
Total Current Liabilities | 1,344,664 | 637,161 |
Total Liabilities | 1,344,664 | 637,161 |
Commitments and Contingencies | ||
STOCKHOLDERS' DEFICIT: | ||
Preferred stock, value | ||
Common stock, $.001 par value, 1,000,000,000 shares authorized, 66,030,419 and 4,315,894 shares issued and outstanding, respectively | 66,030 | 4,316 |
Common stock to be issued | 228,604 | |
Additional paid in capital | 3,177,857 | 584,017 |
Accumulated Deficit | (4,440,510) | (1,502,022) |
TOTAL STOCKHOLDERS' DEFICIT | (1,071,623) | (580,085) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 273,041 | 57,076 |
Series A preferred stock | ||
STOCKHOLDERS' DEFICIT: | ||
Preferred stock, value | 125,000 | 105,000 |
Series B preferred stock | ||
STOCKHOLDERS' DEFICIT: | ||
Preferred stock, value | ||
Series C preferred stock | ||
STOCKHOLDERS' DEFICIT: | ||
Preferred stock, value |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Convertible notes, net of discount | $ 241,950 | $ 33,759 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 66,030,419 | 4,315,894 |
Common stock, shares outstanding | 66,030,419 | 4,315,894 |
Series A preferred stock | ||
Preferred stock, no par value | ||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 4,000,000 | 3,500,000 |
Preferred stock, shares outstanding | 4,000,000 | 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 | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Operating Expenses: | ||||
Professional fees | $ 9,900 | $ 19,950 | $ 25,400 | $ 36,100 |
Consulting | 17,720 | 266,278 | 17,720 | 383,799 |
Compensation – related party | 2,044,000 | 12,000 | 2,062,000 | 18,000 |
General and administrative | 17,759 | 8,762 | 34,128 | 13,701 |
Total operating expenses | 2,089,379 | 306,990 | 2,139,248 | 451,600 |
Loss from operations | (2,089,379) | (306,990) | (2,139,248) | (451,600) |
Other expenses: | ||||
Interest expense | (11,678) | (623) | (22,165) | (1,239) |
Discount amortization | (58,106) | (102,059) | ||
Loss on issuance of convertible debt | (925,498) | (1,051,207) | ||
Change in fair value | 737,905 | 376,191 | (16,895) | |
Total other expense | (257,377) | (623) | (799,240) | (18,134) |
Loss before income taxes | (2,346,756) | (307,613) | (2,938,488) | (469,734) |
Provision for income taxes | ||||
Net Loss | $ (2,346,756) | $ (307,613) | $ (2,938,488) | $ (469,734) |
Basic and fully diluted net loss per share | $ (0.11) | $ (0.05) | $ (0.22) | $ (0.1) |
Weighted average common shares outstanding, basic and diluted | 20,993,944 | 5,759,828 | 13,108,972 | 4,666,617 |
Statement of Stockholders_ Equi
Statement of Stockholders’ Equity (Deficit) (Unaudited) - USD ($) | Series A Preferred Stock | Common Stock | Common stock to be issued | Additional Paid-in Capital | Accumulated Deficit | Total |
Beginning Balance at Dec. 31, 2017 | $ 105,000 | $ 3,611 | $ 58,225 | $ 424,938 | $ (1,089,320) | $ (497,546) |
Beginning Balance, shares at Dec. 31, 2017 | 3,500,000 | 3,610,751 | ||||
Common stock sold for cash | $ 327 | 77,173 | 77,500 | |||
Common stock sold for cash, shares | 327,143 | |||||
Common stock issued for services | 210,963 | 210,963 | ||||
Common stock issued for services, shares | ||||||
Net loss | (162,121) | (162,121) | ||||
Ending Balance at Mar. 31, 2018 | $ 105,000 | $ 3,938 | 269,188 | 502,111 | (1,251,441) | (371,204) |
Ending Balance, shares at Mar. 31, 2018 | 3,500,000 | 3,937,894 | ||||
Common stock issued | $ 178 | (40,584) | 40,406 | |||
Common stock issued, shares | 178,000 | |||||
Net loss | (307,613) | (307,613) | ||||
Ending Balance at Jun. 30, 2018 | $ 105,000 | $ 4,116 | 228,604 | 542,517 | (1,559,054) | (678,817) |
Ending Balance, shares at Jun. 30, 2018 | 3,500,000 | 4,115,894 | ||||
Beginning Balance at Dec. 31, 2018 | $ 105,000 | $ 4,316 | 228,604 | 584,017 | (1,502,022) | (580,085) |
Beginning Balance, shares at Dec. 31, 2018 | 3,500,000 | 4,315,894 | ||||
Common stock issued for conversion of debt | $ 1,523 | 49,604 | 51,127 | |||
Common stock issued for conversion of debt, shares | 1,523,291 | |||||
Net loss | (591,732) | (591,732) | ||||
Ending Balance at Mar. 31, 2019 | $ 105,000 | $ 5,839 | 228,604 | 633,621 | (2,093,754) | (1,120,690) |
Ending Balance, shares at Mar. 31, 2019 | 3,500,000 | 5,839,185 | ||||
Beginning Balance at Dec. 31, 2018 | $ 105,000 | $ 4,316 | 228,604 | 584,017 | (1,502,022) | (580,085) |
Beginning Balance, shares at Dec. 31, 2018 | 3,500,000 | 4,315,894 | ||||
Common stock issued for conversion of debt, shares | 909,261 | |||||
Ending Balance at Jun. 30, 2019 | $ 125,000 | $ 66,030 | 3,177,857 | (4,440,510) | (1,071,623) | |
Ending Balance, shares at Jun. 30, 2019 | 4,000,000 | 66,030,419 | ||||
Beginning Balance at Mar. 31, 2019 | $ 105,000 | $ 5,839 | 228,604 | 633,621 | (2,093,754) | (1,120,690) |
Beginning Balance, shares at Mar. 31, 2019 | 3,500,000 | 5,839,185 | ||||
Common stock issued for conversion of debt | $ 8,882 | 307,768 | 316,650 | |||
Common stock issued for conversion of debt, shares | 8,881,974 | |||||
Common stock issued for services – related party | $ 50,000 | 1,950,000 | 2,000,000 | |||
Common stock issued for services –related party, shares | 50,000,000 | |||||
Preferred stock issued for services - related party | $ 20,000 | 20,000 | ||||
Preferred stock issued for services - related party, share | 500,000 | |||||
Common stock issued for services | $ 1,309 | (228,604) | 244,615 | 17,320 | ||
Common stock issued for services, shares | 1,309,260 | |||||
Warrants issued with convertible debt | 41,853 | 41,853 | ||||
Net loss | (2,346,756) | |||||
Ending Balance at Jun. 30, 2019 | $ 125,000 | $ 66,030 | $ 3,177,857 | $ (4,440,510) | $ (1,071,623) | |
Ending Balance, shares at Jun. 30, 2019 | 4,000,000 | 66,030,419 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (2,938,488) | $ (469,734) |
Adjustments to reconcile net loss to net cash used in operations: | ||
Depreciation expense | 2,804 | 1,032 |
Stock compensation expense | 17,320 | 383,499 |
Stock compensation expense - related party | 2,020,000 | |
Change in fair value of derivative | (376,191) | 16,895 |
Discount amortization | 102,059 | |
Loss on issuance of convertible debt | 1,051,207 | |
Changes in Operating Assets and Liabilities | ||
Prepaids | (3,914) | |
Other asset | (10,000) | |
Accounts Payable | 356 | 3,256 |
Accrued compensation – related party | 14,500 | (500) |
Accrued interest | 10,845 | 1,239 |
Accrued interest - related party | 11,107 | |
Net cash used in operating activities | (98,395) | (64,313) |
Cash Flows from Investing Activities: | ||
Purchase of equipment | (26,927) | (6,648) |
Net Cash used in investing activities | (26,927) | (6,648) |
Cash Flows from Financing Activities: | ||
Repayment of loans | (1,555) | (8,000) |
Proceeds from convertible notes payable | 292,000 | |
Proceeds from sale of common stock | 77,500 | |
Net cash provided by financing activities | 290,445 | 69,500 |
Net increase (decrease) in cash | 165,123 | (1,461) |
Cash at beginning of the period | 16,640 | 2,014 |
Cash at end of the period | 181,763 | 553 |
Supplemental cash flow information: | ||
Interest paid in cash | ||
Taxes paid | ||
Supplemental non-cash disclosure: | ||
Common stock issued for conversion of note payable principal and accrued interest | $ 80,395 |
Background
Background | 6 Months Ended |
Jun. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BACKGROUND | NOTE 1 - BACKGROUND 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 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, 2018. In the opinion of the Company, all adjustments, including normal recurring adjustments necessary to present fairly the financial position of the Company, as of June 30, 2019 and the results of its operations and cash flows for the three months, then ended have been included. The results of operations for the interim period are not necessarily indicative of the results for the full year ending December 31, 2019. 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. 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: June 30, 2019: Description Level 1 Level 2 Level 3 Total Gains and (Losses) Derivative $ - $ - $ 746,695 $ 376,191 December 31, 2018: Description Level 1 Level 2 Level 3 Total Gains and (Losses) Derivative $ - $ - $ 96,110 $ (23,985 ) Recently Adopted Accounting Pronouncements In February 2016, the FASB issued Accounting Standard Update ("ASU") 2016-02, Leases We have reviewed other recently issued accounting pronouncements and plan to adopt those that are applicable to us. We do not expect the adoption of any other pronouncements to have an impact on our results of operations or financial position. |
Going Concern
Going Concern | 6 Months Ended |
Jun. 30, 2019 | |
Going Concern [Abstract] | |
GOING CONCERN | NOTE 3 - 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 $4,440,510 at June 30, 2019, had a net loss of $2,938,488 ($2,814,395 of which was non-cash expense for stock issued for services and convertible debt derivatives) and net cash used in operating activities of $98,395 for the six months ended June 30, 2019. 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 | 6 Months Ended |
Jun. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY & EQUIPMENT | NOTE 4 - 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: June 30, December 31, Equipment $ 14,904 $ 14,904 Office equipment 2,458 2,458 Automobile 16,979 16,963 Tooling / Molds 50,016 23,105 Less: accumulated depreciation (21,798 ) (18,994 ) Fixed assets, net $ 62,559 $ 38,436 Depreciation expense Depreciation expense for the six months ended June 30, 2019 and 2018 was $2,804 and $1,032, respectively. |
Loans Payable
Loans Payable | 6 Months Ended |
Jun. 30, 2019 | |
Loan Payable [Abstarct] | |
LOANS PAYABLE | NOTE 5 - LOANS 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 June 30 2019, there is $45,000 and $16,101 of principal and interest due on this loan. As of December 31, 2018, there is $45,000 and $14,841 of principal and interest due on this loan. On March 23, 2018, the Company purchased an automobile. The purchase price was $16,963 The interest rate on the loan is 5.8% and matures on April 7, 2023. Payments on the loan, consisting of principal and interest, are $327 per month. As of June 30, 2019, the balance on this loan is $13,157. |
Convertible Notes
Convertible Notes | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES | NOTE 6 - CONVERTIBLE NOTES The following table summarizes the convertible notes and related activity as of June 30, 2019: Note Holder Date Maturity Date Interest Balance Additions Conversions Balance PowerUp Lending Group LTD 7/9/18 7/9/19 12 % $ 45,000 $ - $ (45,000 ) $ - LG Capital Funding LLC 8/30/18 8/30/2019 10 % 32,000 - (26,310 ) 5,690 ONE44 Capital LLC 1/23/2019 1/23/2020 12 % - 100,000 (4,500 ) 95,500 Odyssey Capital Funding, LLC 5/3/2019 5/3/2020 12 % - 100,000 - 100,000 Armada Investment Fund LLC 5/30/2020 2/29/2020 12 % - 36,750 - 36,750 BHP Capital NY Inc. 5/30/2020 2/29/2020 12 % - 36,750 - 36,750 Jefferson Street Capital LLC 5/30/2020 2/29/2020 12 % - 36,750 - 36,750 Total $ 77,000 $ 310,250 $ 75,810 $ 311,440 Less debt discount (33,759 ) (241,950 ) $ 43,241 $ 69,490 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 7,090 Balance at December 31, 2018 96,110 Increase to derivative due to new issuances 1,314,354 Decrease to derivative due to conversion (287,578 ) Derivative loss due to mark to market adjustment (376,191 ) Balance at June 30, 2019 $ 746,695 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 six months ended June 30, 2019 is as follows: Inputs June 30, Initial Stock price $ .0433 $ .55 - .0248 Conversion price $ .006 - .0186 $ .244 - .0055 Volatility (annual) 402.56 – 487.05 % 261.04% - 410.61 Risk-free rate 2.09% - 2.4 % 2.34% - 2.58 Years to maturity .25 - .84 .75 - 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 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2019 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 7 - 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 June 30, 2019 and December 31, 2018, the balance due on these loans is $179,191 and $179,191, respectively. Beginning on January 1, 2019, the balance due will accrue interest at 12.5%. As of June 30, 2019, total accrued interest is $11,107. The Company executed an employment agreement with its CEO, Tom Wood, on January 1, 2018. Per the terms of the agreement Mr. Wood is to be compensated $3,000 per month. The agreement expired on January 2, 2019. The Company executed a new employment agreement with Mr. Wood on April 1, 2019. Per the terms of the agreement Mr. Wood is to be compensated $4,000 per month. The agreement expires on April 1, 2020. The Company executed an employment agreement with its Chairman, Russell Bird, on January 1, 2019. Per the terms of the agreement Mr. Wood is to be compensated $3,000 per month. On June 14, 2019, the Company granted 25,000,000 shares each to Mr. Wood and Mr. Bird for services provided. The shares were valued at $0.04, the closing stock price on the date of grant, for total non-cash compensation expense of $2,000,000. On June 14, 2019, the Company granted 500,000 shares of Series A preferred stock to Mr. Bird for services provided. The shares were valued at $0.04, the closing stock price of the Company's common shares on the date of grant, for total non-cash compensation expense of $20,000. The closing price for common stock was deemed an acceptable method for valuation as one share of preferred is convertible into one share of common. |
Common Stock
Common Stock | 6 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
COMMON STOCK | NOTE 8 - COMMON STOCK During the six months June 30, 2019, PowerUp Lending Group LTD converted $45,000 of principal into 5,599,447 shares of common stock. During the six months June 30, 2019, LG Capital Funding LLC converted $26,310 and $1,689 of principal and interest, respectively, into 4,050,340 shares of common stock. During the six months June 30, 2019, One44 Capital LLC converted $4,500 and $195 of principal and interest, respectively, into 755,477 shares of common stock. During the six months June 30, 2019, the Company granted 400,000 shares of common stock for services. The shares were valued at $0.04, the closing stock price on the date of grant, for total non-cash expense of $17,320. In addition, 909,261 shares were issued by the transfer agent for stock granted in a prior period. The stock was debited to common stock to be issued for $228,604. See Note 7 for stock issued to related parties. |
Preferred Stock
Preferred Stock | 6 Months Ended |
Jun. 30, 2019 | |
Preferred Stock Abstract | |
PREFERRED STOCK | NOTE 9 - PREFERRED STOCK The Company is currently authorized to issue 5,000,000 Class A preferred shares, $0.001 par value with 1:25 voting rights. The Series A Preferred Stock ranks equal to the common stock on liquidation, pays no dividend and is convertible to common stock for one shares of common for one share of preferred. See Note 7 for preferred stock issued to a related party. The Company is currently authorized to issue 5,000,000 Class B Preferred Shares, $0.001 par value. Each share of Series B Preferred Stock has a 1:100 voting right and is convertible into 100 shares of common stock. No dividends will be paid and in the event of liquidation all shares of Series B will automatically convert into common stock. There are no shares of Series B Preferred Stock issued and outstanding. The Company is currently authorized to issue 5,000,000 Class C Preferred Shares, $0.001 par value. Each share of Series C Preferred Stock has a 1:50 voting right and is convertible into 50 shares of common stock. No dividends will be paid and in the event of liquidation all shares of Series B will automatically convert into common stock. There are no shares of Series C Preferred Stock issued and outstanding. |
Warrants
Warrants | 6 Months Ended |
Jun. 30, 2019 | |
Warrants | |
WARRANTS | NOTE 10 - WARRANTS On May 30, 2019, the Company issued 1,500,000 warrants in conjunction with convertible debt. The warrants are exercisable for 3 years at $0.045 per share. The warrants were evaluated for purposes of classification between liability and equity. The warrants do not contain features that would require a liability classification and are therefore considered equity. The Black Scholes pricing model was used to estimate the fair value of the Warrants issued with the following inputs: Warrants 1,500,000 Exercise Price $ 0.045 Term 3 years Volatility 406 % Risk Free Interest Rate 2.0 % Fair Value $ 41,853 Using the fair value calculation, the relative fair value between the debt issued and the warrants was calculated to determine the warrants recorded equity amount of $41,853, accounted for in additional paid in capital. Activity for the six months ended June 30, 2019 is as follows: Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Contract Term Outstanding at December 31, 2018 - $ - - Granted 1,500,000 0.045 2.90 Expired - - - Exercised - - - Exercisable at June 30, 2018 1,500,000 $ 0.045 2.90 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2019 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 11 - 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 other then the following. Subsequent to June 30, 2019, LG Capital converted $5,690 and $466, of principal and interest, respectively, into 306,274 shares of common stock. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
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, 2018. In the opinion of the Company, all adjustments, including normal recurring adjustments necessary to present fairly the financial position of the Company, as of June 30, 2019 and the results of its operations and cash flows for the three months, then ended have been included. The results of operations for the interim period are not necessarily indicative of the results for the full year ending December 31, 2019. |
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. |
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: June 30, 2019: Description Level 1 Level 2 Level 3 Total Gains and (Losses) Derivative $ - $ - $ 746,695 $ 376,191 December 31, 2018: Description Level 1 Level 2 Level 3 Total Gains and (Losses) Derivative $ - $ - $ 96,110 $ (23,985 ) |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In February 2016, the FASB issued Accounting Standard Update ("ASU") 2016-02, Leases We have reviewed other recently issued accounting pronouncements and plan to adopt those that are applicable to us. We do not expect the adoption of any other pronouncements to have an impact on our results of operations or financial position. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Schedule of liabilities measured at fair value on a recurring basis into the fair value hierarchy | June 30, 2019: Description Level 1 Level 2 Level 3 Total Gains and (Losses) Derivative $ - $ - $ 746,695 $ 376,191 December 31, 2018: Description Level 1 Level 2 Level 3 Total Gains and (Losses) Derivative $ - $ - $ 96,110 $ (23,985 ) |
Property & Equipment (Tables)
Property & Equipment (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of cost, less accumulated depreciation | June 30, December 31, Equipment $ 14,904 $ 14,904 Office equipment 2,458 2,458 Automobile 16,979 16,963 Tooling / Molds 50,016 23,105 Less: accumulated depreciation (21,798 ) (18,994 ) Fixed assets, net $ 62,559 $ 38,436 |
Convertible Notes (Tables)
Convertible Notes (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of convertible notes and related activity | Note Holder Date Maturity Date Interest Balance Additions Conversions Balance PowerUp Lending Group LTD 7/9/18 7/9/19 12 % $ 45,000 $ - $ (45,000 ) $ - LG Capital Funding LLC 8/30/18 8/30/2019 10 % 32,000 - (26,310 ) 5,690 ONE44 Capital LLC 1/23/2019 1/23/2020 12 % - 100,000 (4,500 ) 95,500 Odyssey Capital Funding, LLC 5/3/2019 5/3/2020 12 % - 100,000 - 100,000 Armada Investment Fund LLC 5/30/2020 2/29/2020 12 % - 36,750 - 36,750 BHP Capital NY Inc. 5/30/2020 2/29/2020 12 % - 36,750 - 36,750 Jefferson Street Capital LLC 5/30/2020 2/29/2020 12 % - 36,750 - 36,750 Total $ 77,000 $ 310,250 $ 75,810 $ 311,440 Less debt discount (33,759 ) (241,950 ) $ 43,241 $ 69,490 |
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 7,090 Balance at December 31, 2018 96,110 Increase to derivative due to new issuances 1,314,354 Decrease to derivative due to conversion (287,578 ) Derivative loss due to mark to market adjustment (376,191 ) Balance at June 30, 2019 $ 746,695 |
Schedule of quantitative information about significant unobservable inputs | Inputs June 30, Initial Stock price $ .0433 $ .55 - .0248 Conversion price $ .006 - .0186 $ .244 - .0055 Volatility (annual) 402.56 – 487.05 % 261.04% - 410.61 Risk-free rate 2.09% - 2.4 % 2.34% - 2.58 Years to maturity .25 - .84 .75 - 1 |
Warrants (Tables)
Warrants (Tables) - Warrant [Member] | 6 Months Ended |
Jun. 30, 2019 | |
Schedule of estimated fair value of the warrants | Warrants 1,500,000 Exercise Price $ 0.045 Term 3 years Volatility 406 % Risk Free Interest Rate 2.0 % Fair Value $ 41,853 |
Schedule of warrant activity | Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Contract Term Outstanding at December 31, 2018 - $ - - Granted 1,500,000 0.045 2.90 Expired - - - Exercised - - - Exercisable at June 30, 2018 1,500,000 $ 0.045 2.90 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Derivative, Total Gains and (Losses) | $ 376,191 | $ (23,985) |
Level 1 [Member] | ||
Derivative, Total Gains and (Losses) | ||
Level 2 [Member] | ||
Derivative, Total Gains and (Losses) | ||
Level 3 [Member] | ||
Derivative, Total Gains and (Losses) | $ 746,695 | $ 96,110 |
Going Concern (Details)
Going Concern (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Going Concern (Textual) | |||||
Accumulated deficit | $ (4,440,510) | $ (4,440,510) | $ (1,502,022) | ||
Net loss | $ (2,346,756) | $ (307,613) | (2,938,488) | $ (469,734) | |
Net cash used in operating activities | (98,395) | $ (64,313) | |||
Stock issued for services | $ 2,814,395 |
Property & Equipment (Details)
Property & Equipment (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Abstract] | ||
Equipment | $ 14,904 | $ 14,904 |
Office equipment | 2,458 | 2,458 |
Automobile | 16,979 | 16,963 |
Tooling / Molds | 50,016 | 23,105 |
Less: accumulated depreciation | (21,798) | (18,994) |
Fixed assets, net | $ 62,559 | $ 38,436 |
Property & Equipment (Details T
Property & Equipment (Details Textual) - USD ($) | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Property, Plant and Equipment (Textual) | ||
Depreciation expense | $ 2,804 | $ 1,032 |
Loans Payable (Details)
Loans Payable (Details) - Loans Payable [Member] - USD ($) | 1 Months Ended | |||||
Apr. 26, 2018 | Mar. 23, 2018 | Jun. 30, 2019 | Dec. 31, 2018 | Jun. 12, 2013 | Oct. 24, 2012 | |
Loaned amount | $ 13,157 | |||||
Percentage of accrue interest | 5.80% | 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. As of June 30 2019, there is $45,000 and $16,101 of principal and interest due on this loan. As of December 31, 2018, there is $45,000 and $14,841 of principal and interest due on this loan. | |||||
Repaid loan for legal fees | $ 5,000 | |||||
Principal amount | $ 45,000 | $ 45,000 | ||||
Interest due on this loan | $ 16,101 | $ 14,841 | ||||
Purchase price | $ 16,963 | |||||
Loan matures date | Apr. 7, 2023 | |||||
Principal and interest per month | $ 327 | |||||
Mr. Wesson [Member] | ||||||
Loaned amount | $ 20,000 | $ 30,000 |
Convertible Notes (Details)
Convertible Notes (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2019 | Dec. 31, 2018 | |
Additions | $ 310,250 | |
Conversions | 75,810 | |
Total | 311,440 | $ 77,000 |
Less debt discount | (241,950) | (33,759) |
Balance | $ 69,490 | 43,241 |
PowerUp Lending Group LTD [Member] | ||
Date | Jul. 9, 2018 | |
Maturity Date | Sep. 19, 2019 | |
Interest | 12.00% | |
Additions | ||
Conversions | (45,000) | |
Balance | 45,000 | |
LG Capital Funding LLC [Member] | ||
Date | Aug. 30, 2018 | |
Maturity Date | Aug. 30, 2019 | |
Interest | 10.00% | |
Additions | ||
Conversions | (23,310) | |
Balance | $ 5,690 | 32,000 |
ONE44 Capital LLC [Member] | ||
Date | Jan. 23, 2019 | |
Maturity Date | Jan. 23, 2020 | |
Interest | 12.00% | |
Additions | $ 100,000 | |
Conversions | (4,500) | |
Balance | $ 95,500 | |
Odyssey Capital Funding, LLC [Member] | ||
Date | May 3, 2019 | |
Maturity Date | May 3, 2020 | |
Interest | 12.00% | |
Additions | $ 100,000 | |
Conversions | ||
Balance | $ 100,000 | |
Armada Investment Fund LLC [Member] | ||
Date | May 30, 2020 | |
Maturity Date | Feb. 29, 2020 | |
Interest | 12.00% | |
Additions | $ 36,750 | |
Conversions | ||
Balance | $ 36,750 | |
BHP Capital NY Inc. [Member] | ||
Date | May 30, 2020 | |
Maturity Date | Feb. 29, 2020 | |
Interest | 12.00% | |
Additions | $ 36,750 | |
Conversions | ||
Balance | $ 36,750 | |
Jefferson Street Capital LLC [Member] | ||
Date | May 30, 2020 | |
Maturity Date | Feb. 29, 2020 | |
Interest | 12.00% | |
Additions | $ 36,750 | |
Conversions | ||
Balance | $ 36,750 |
Convertible Notes (Details 1)
Convertible Notes (Details 1) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Debt Disclosure [Abstract] | ||
Beginning, balance | $ 96,110 | |
Increase to derivative due to new issuances | 1,314,354 | 89,020 |
Decrease to derivative due to conversion | (287,578) | |
Derivative loss due to mark to market adjustment | (376,191) | 7,090 |
Ending, balance | $ 746,695 | $ 96,110 |
Convertible Notes (Details 2)
Convertible Notes (Details 2) | 6 Months Ended |
Jun. 30, 2019$ / shares | |
Stock price | $ .0433 |
Maximum [Member] | |
Conversion price | $ .0186 |
Volatility (annual) | 487.05% |
Risk-free rate | 2.09% |
Years to maturity | 10 months 3 days |
Minimum [Member] | |
Conversion price | $ 0.006 |
Volatility (annual) | 402.56% |
Risk-free rate | 2.40% |
Years to maturity | 2 months 30 days |
Initial Valuation [Member] | Maximum [Member] | |
Stock price | $ 0.55 |
Conversion price | $ 0.244 |
Volatility (annual) | 261.04% |
Risk-free rate | 2.58% |
Years to maturity | 1 year |
Initial Valuation [Member] | Minimum [Member] | |
Stock price | $ .0248 |
Conversion price | $ 0.0055 |
Volatility (annual) | 410.61% |
Risk-free rate | 2.34% |
Years to maturity | 9 months |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Jun. 14, 2019 | Jan. 02, 2019 | Jun. 30, 2019 | Dec. 31, 2018 |
Related Party Transactions (Textual) | ||||
Due to shareholder | $ 179,191 | $ 179,191 | ||
Balance due will accrue interest | 12.50% | |||
Total accrued interest | 11,107 | |||
Tom Wood [Member] | ||||
Related Party Transactions (Textual) | ||||
Shares granted | 25,000,000 | |||
Share price | $ 0.04 | |||
Non-cash compensation expense | $ 2,000,000 | |||
Russell Bird [Member] | ||||
Related Party Transactions (Textual) | ||||
Shares granted | 25,000,000 | |||
Share price | $ 0.04 | |||
Non-cash compensation expense | $ 2,000,000 | |||
Russell Bird [Member] | Series A preferred stock | ||||
Related Party Transactions (Textual) | ||||
Shares granted | 500,000 | |||
Share price | $ 0.04 | |||
Non-cash compensation expense | $ 20,000 | |||
Description of related party shares | The closing price for common stock was deemed an acceptable method for valuation as one share of preferred is convertible into one share of common. | |||
January 1, 2018 [Member] | Tom Wood [Member] | ||||
Related Party Transactions (Textual) | ||||
Related party amount compensated per month | $ 3,000 | |||
Expired date | Jan. 2, 2019 | |||
January 1, 2018 [Member] | Russell Bird [Member] | ||||
Related Party Transactions (Textual) | ||||
Related party amount compensated per month | $ 3,000 | |||
Expired date | Jan. 1, 2019 | |||
April 1, 2019 [Member] | Tom Wood [Member] | ||||
Related Party Transactions (Textual) | ||||
Related party amount compensated per month | $ 4,000 | |||
Expired date | Apr. 1, 2020 |
Common Stock (Details)
Common Stock (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2019 | Dec. 31, 2018 | |
Common Stock (Textual) | ||||
Converted into amount of common stock | $ 75,810 | |||
Common stock to be issued | $ 228,604 | |||
Common Stock | ||||
Common Stock (Textual) | ||||
Shares granted | 400,000 | |||
Share price | $ 0.04 | $ 0.04 | ||
Non-cash compensation expense | $ 17,230 | |||
Common stock to be issued | $ 228,604 | $ 228,604 | ||
Common stock issued for conversion of debt, shares | 8,881,974 | 1,523,291 | 909,261 | |
PowerUp [Member] | ||||
Common Stock (Textual) | ||||
Converted into amount of common stock | $ (45,000) | |||
PowerUp [Member] | Common Stock | ||||
Common Stock (Textual) | ||||
Converted into amount of common stock | $ 45,000 | |||
Converted into shares of common stock | 5,599,447 | |||
LG Capital [Member] | ||||
Common Stock (Textual) | ||||
Converted into amount of common stock | $ (23,310) | |||
LG Capital [Member] | Common Stock | ||||
Common Stock (Textual) | ||||
Converted into amount of common stock | 26,310 | |||
Principal and interest | $ 1,689 | |||
Converted into shares of common stock | 4,050,340 | |||
One44 Capital LLC [Member] | Common Stock | ||||
Common Stock (Textual) | ||||
Converted into amount of common stock | $ 4,500 | |||
Principal and interest | $ 195 | |||
Converted into shares of common stock | 755,477 |
Preferred Stock (Details)
Preferred Stock (Details) - $ / shares | 6 Months Ended | |
Jun. 30, 2019 | Dec. 31, 2018 | |
Class A preferred shares [Member] | ||
Preferred stock (Textual) | ||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock par value | $ 0.001 | |
Description of voting rights | The Company is currently authorized to issue 5,000,000 Class A preferred shares, $0.001 par value with 1:25 voting rights. The Series A Preferred Stock ranks equal to the common stock on liquidation, pays no dividend and is convertible to common stock for one shares of common for one share of preferred. | |
Class B Preferred Shares [Member] | ||
Preferred stock (Textual) | ||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock par value | $ 0.001 | |
Description of voting rights | Each share of Series B Preferred Stock has a 1:100 voting right and is convertible into 100 shares of common stock. | |
Class C Preferred Shares [Member] | ||
Preferred stock (Textual) | ||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock par value | $ 0.001 | |
Description of voting rights | Each share of Series C Preferred Stock has a 1:50 voting right and is convertible into 50 shares of common stock. |
Warrants (Details)
Warrants (Details) - Warrant [Member] - $ / shares | 1 Months Ended | 6 Months Ended |
May 30, 2019 | Jun. 30, 2019 | |
Warrants | 1,500,000 | 1,500,000 |
Exercise Price | $ 0.045 | $ 0.045 |
Term | 3 years | 3 years |
Volatility | 406.00% | |
Risk Free Interest Rate | 2.00% | |
Fair Value | 41,853 |
Warrants (Details 1)
Warrants (Details 1) - Warrant [Member] - $ / shares | 1 Months Ended | 6 Months Ended |
May 30, 2019 | Jun. 30, 2019 | |
Number of Warrants | ||
Outstanding | ||
Granted | 1,500,000 | 1,500,000 |
Expired | ||
Exercised | ||
Exercisable | 1,500,000 | |
Weighted Average Exercise Price | ||
Outstanding | ||
Granted | 0.045 | |
Expired | ||
Exercised | ||
Exercisable | $ 0.045 | |
Weighted Average Remaining Contract Term (years) | ||
Granted | 2 years 10 months 25 days | |
Exercisable - June 30, 2019 | 2 years 10 months 25 days |
Warrants (Details Textual)
Warrants (Details Textual) - Warrant [Member] - $ / shares | 1 Months Ended | 6 Months Ended |
May 30, 2019 | Jun. 30, 2019 | |
Issuance of warrants | 1,500,000 | 1,500,000 |
Warrants exercisable term | 3 years | 3 years |
Exercise price per share | $ 0.045 | $ 0.045 |
Subsequent Events (Details)
Subsequent Events (Details) | 6 Months Ended |
Jun. 30, 2019USD ($)shares | |
Subsequent Events (Textual) | |
Converted into amount of common stock | $ 75,810 |
LG Capital Funding LLC [Member] | |
Subsequent Events (Textual) | |
Converted into amount of common stock | (23,310) |
LG Capital Funding LLC [Member] | Common stock [Member] | |
Subsequent Events (Textual) | |
Converted into amount of common stock | $ 5,690 |
Converted into shares of common stock | shares | 306,274 |
Principal and interest amount | $ 466 |