NAYA Biosciences (NAYA) 10-Q 15 May 18 2018 Q1 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	3 Months Ended
	Mar. 31, 2018	May 10, 2018
Document and Entity Information [Abstract]
Entity Registrant Name	INVO Bioscience, Inc.,
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		147,504,700
Amendment Flag	false
Entity Central Index Key	1,417,926
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Smaller Reporting Company
Entity Well-known Seasoned Issuer	No
Document Period End Date	Mar. 31, 2018
Document Fiscal Year Focus	2,018
Document Fiscal Period Focus	Q1

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Mar. 31, 2018	Dec. 31, 2017
Cash	$ 35,406	$ 25,759
Accounts receivable, net	110,857	86,697
Inventory	54,940	58,879
Prepaid expenses	75,573	63,050
Total current assets	276,776	234,385
Property and equipment, net	15,700	15,700
Other Assets:
Capitalized patents, net	15,194	16,328
Total other assets	15,194	16,328
Total assets	307,670	266,413
Current Liabilities:
Accounts payable and accrued liabilities including related parties	835,841	960,725
Accrued compensation	4,037,390	3,955,190
Note payable- related party	210,888	210,888
Total current liabilities	5,084,119	5,126,803
Notes payable - long term	131,722	131,722
Total liabilities	5,215,841	5,258,525
Commitments and Contingencies (Note 12)
Stockholders’ Deficiency:
Preferred Stock, $.0001 par value; 100,000,000 shares authorized; No shares issued and outstanding as of March 31, 2018 and December 31, 2017	0	0
Common Stock, $.0001 par value; 200,000,000 shares authorized; and 143,994,700 and 142,132,374 issued and outstanding as of March 31, 2018 and December 31, 2017, respectively.	14,394	14,213
Additional paid-in capital	13,867,289	13,638,806
Accumulated deficit	(18,789,854)	(18,645,131)
Total stockholders’ deficiency	(4,908,171)	(4,992,112)
Total liabilities and stockholders’ deficiency	$ 307,670	$ 266,413

CONDENSED CONSOLIDATED BALANCE3

CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals) - $ / shares	Mar. 31, 2018	Dec. 31, 2017
Preferred Stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred Stock, shares authorized	100,000,000	100,000,000
Preferred Stock, shares issued	0	0
Preferred Stock, shares outstanding	0	0
Common Stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common Stock, shares authorized	200,000,000	200,000,000
Common Stock, shares issued	143,994,700	142,132,374
Common Stock, shares outstanding	143,994,700	142,132,374

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Revenue	$ 104,140	$ 52,240
Cost of Goods Sold	14,424	13,845
Gross Margin	89,716	38,395
Selling, general and administrative expenses	229,999	205,096
Total operating expenses	229,999	205,096
Loss from operations	(140,283)	(166,701)
Other (Income) Expenses:
Loss on settlement of debt	0	40,869
Interest expense	4,440	7,303
Total other ( income) expenses	4,440	48,172
Loss before income taxes	(144,723)	(214,873)
Provisions for income taxes	0	0
Net Loss	$ (144,723)	$ (214,873)
Basic net loss per weighted average shares of common stock (in Dollars per share)	$ 0	$ 0
Diluted net loss per weighted average shares of common stock (in Dollars per share)	$ 0	$ 0
Basic weighted average number of shares of common stock (in Shares)	143,340,969	140,745,813
Diluted weighted average number of shares of common stock (in Shares)	143,340,969	140,745,813

CONDENSED CONSOLIDATED STATEME5

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Net loss	$ (144,723)	$ (214,873)
Adjustments to reconcile net loss to net cash used in operating activities:
Non-cash stock compensation issued for services	181,664	59,242
Loss on settlement of debt	0	40,869
Depreciation and amortization	1,134	0
Changes in operating assets and liabilities:
Accounts receivable	(24,160)	(29,506)
Inventories	3,939	5,716
Prepaid expenses and other current assets	(12,523)	2,763
Accounts payable and accrued expenses	(124,884)	(74,166)
Accrued compensation	82,200	97,200
Net cash used in operating activities	(37,353)	(112,755)
Cash flows from financing activities:
Proceeds from the sale of common stock	47,000	0
Net cash provided by financing activities	47,000	0
Net increase (decrease) in cash and cash equivalents	9,647	(112,755)
Cash and cash equivalents at beginning of period	25,759	152,404
Cash and cash equivalents at end of period	35,406	39,649
Supplemental disclosure:
Cash paid for interest	0	0
Cash paid for taxes	0	0
Note payable issued for accounts payable	$ 0	$ 57,940

Note 1 - Basis of Presentation

Note 1 - Basis of Presentation	3 Months Ended
	Mar. 31, 2018
Disclosure Text Block [Abstract]
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]	Note 1 – Basis of Presentation The accompanying consolidated balance sheet as of March 31, 2018, the consolidated statements of operations for the three months ended March 31, 2018 and 2017, and cash flows for the three months ended March 31, 2018 and 2017 of INVO Bioscience, Inc. (the “Company”), and the related information contained in these notes have been prepared by management and are unaudited. Certain prior year balances have been reclassified to conform to the current year presentation. These reclassifications did not affect previously reported net loss or stockholders’ deficiency. In the opinion of management, all adjustments (which include normal recurring and nonrecurring items) necessary to present fairly the Company’s financial position, results of operations and cash flows in conformity with generally accepted accounting principles for the periods presented have been made. Interim operating results are not necessarily indicative of operating results for a full year. The preparation of our unaudited consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the unaudited consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Certain information and note disclosures normally included in the Company’s annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. These consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s December 31, 2017 Annual Report on Form 10-K previously filed by the Company with the Securities and Exchange Commission (SEC). The Company considers events or transactions that have occurred after the unaudited consolidated balance sheet date of March 31, 2018, but prior to the filing of the unaudited consolidated financial statements with the SEC on this Quarterly Report on Form 10-Q, to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure, as applicable. Subsequent events have been evaluated through the date of the filing of this Quarterly Report on Form 10-Q with the SEC.

Note 2 - Recent Accounting Pron

Note 2 - Recent Accounting Pronouncements	3 Months Ended
	Mar. 31, 2018
New Accounting Pronouncements and Changes in Accounting Principles [Abstract]
New Accounting Pronouncements and Changes in Accounting Principles [Text Block]	Note 2 – Recent Accounting Pronouncements Changes to GAAP are established by the Financial Accounting Standards Board (“FASB”) in the form of accounting standards updates (“ASUs”) to the FASB’s Accounting Standards Codification. The Company considers the applicability and impact of all ASUs. ASUs not listed below were assessed and determined not to be applicable or are expected to have minimal impact on the Company’s consolidated financial position and results of operations. Recently Adopted Accounting Pronouncements In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”). The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. The standard is effective for annual periods beginning after December 15, 2017, and interim periods therein. ASU 2014-09 supersedes existing guidance on revenue recognition with a five-step model for recognizing and measuring revenue from contracts with customers. The objective of the new standard is to provide a single, comprehensive revenue recognition model for all contracts with customers to improve comparability within industries, across industries, and across capital markets. The underlying principle is that an entity will recognize revenue to depict the transfer of goods or services to customers at an amount that the entity expects to be entitled to in exchange for those goods or services. The guidance also requires a number of disclosures regarding the nature, amount, timing, and uncertainty of revenue and the related cash flows. The guidance can be applied retrospectively to each prior reporting period presented (full retrospective method) or retrospectively with a cumulative effect adjustment to retained earnings for initial application of the guidance at the date of initial adoption (modified retrospective method). The Company adopted the new standard effective January 1, 2018 using the modified retrospective method applied to those contracts that were not completed or substantially completed as of January 1, 2018. The timing and measurement of revenue recognition under the new standard is not materially different than under the old standard. The adoption of the new standard did not have an impact on the Company’s consolidated financial statements. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230) (“ASU 2016-15”). The updated standard addresses eight specific cash flow issues with the objective of reducing diversity in practice. ASU 2016-15 is effective for public business entities for annual reporting periods beginning after December 15, 2017, including interim periods within those annual In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230) (“ASU 2016-18”). The updated standard requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. ASU 2016-18 is effective for public business entities for annual reporting periods beginning after December 15, 2017, including interim periods within those annual reporting periods. The Company adopted ASU 2016-18 as of January 1, 2018. The adoption of ASU 2016-18 did not have a material effect on the Company’s consolidated financial statements. In May 2017, the FASB issued ASU 2017-09, Compensation – Stock Compensation (Topic 718) (“ASU 2017-09”). The updated standard clarifies when an entity must apply modification accounting to changes in the terms or conditions of a share-based payment award. ASU 2017-09 is effective for public business entities for annual reporting periods beginning after December 15, 2017, including interim periods within those annual reporting periods. Early adoption is permitted. The Company adopted ASU 2017-09 as of January 1, 2018. The adoption of ASU 2017-09 did not have a material effect on the Company’s consolidated financial statements. In February 2016, FASB issued ASU 2016-02, Leases (“ASU 2016-02”). The new standard establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company is currently evaluating the impact of its pending adoption of ASU 2016-02 on its consolidated financial statements. In July 2017, FASB issued ASU 2017-11 (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception (“ASU 2017-11”). The new standard simplifies the accounting for certain financial instruments with down round features. Part I of ASU 2017-11 changes the classification analysis of certain equity-linked financial instruments, such as warrants and embedded conversion features, such that a down round feature is disregarded when assessing whether the instrument is indexed to an entity’s own stock under Subtopic 815-40, Contracts in Entity’s Own Equity. As a result, a down round feature, by itself, no longer requires an instrument to be remeasured at fair value through earnings each period, although all other aspects of the indexation guidance under Subtopic 815-40 continue to apply. Part II of ASU 2017-11 recharacterizes the indefinite deferral of certain provisions of Topic 480, Distinguishing Liabilities from Equity, (currently presented as pending content in the Codification) as a scope exception. No change in practice is expected as a result of these amendments. The new standard is effective for fiscal years beginning after December 15, 2018, Early adoption is permitted. The amendments in Part II have no accounting impact and therefore do not have an associated effective date. The Company is currently evaluating the impact of its pending adoption of ASU 2017-11 on its consolidated financial statements.

Note 3 - Going Concern

Note 3 - Going Concern	3 Months Ended
	Mar. 31, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Substantial Doubt about Going Concern [Text Block]	Note 3 – Going Concern As reflected in the accompanying unaudited consolidated financial statements for the quarter ended March 31, 2018, the Company has started commercialization of its product in the past 2 years within the US

Note 4 - Inventory

Note 4 - Inventory	3 Months Ended
	Mar. 31, 2018
Inventory Disclosure [Abstract]
Inventory Disclosure [Text Block]	Note 4 – Inventory As of March 31, 2018 and December 31, 2017, the Company recorded the following inventory balances: March 31, 2018 December 31, 2017 Work in Process $ 24,357 $ 24,357 Finished Goods 30,583 34,522 Total Inventory $ 54,940 $ 58,879

Note 5 - Property and Equipment

Note 5 - Property and Equipment	3 Months Ended
	Mar. 31, 2018
Property, Plant and Equipment [Abstract]
Property, Plant and Equipment Disclosure [Text Block]	Note 5 – Property and Equipment The estimated useful lives and accumulated depreciation for furniture, equipment and software are as follows as of March 31, 2018 and December 31, 2017: Estimated Useful Life Molds 3 to 7 years March 31, 2018 December 31, 2017 Manufacturing Equipment- Molds $ 50,963 $ 50,963 Accumulated Depreciation (35,263 ) (35,263 ) Total $ 15,700 $ 15,700 During the three months ended March 31, 2018 and 2017 the Company recorded $0 in depreciation expense during both periods as a new product mold has not been put into service as of these dates.

Note 6 - Patents

Note 6 - Patents	3 Months Ended
	Mar. 31, 2018
Disclosure Text Block [Abstract]
Intangible Assets Disclosure [Text Block]	Note 6 – Patents As of March 31, 2018 and December 31, 2017, the Company recorded the following patent balances: March 31, 2018 December 31, 2017 Total Patents $ 77,743 $ 77,743 Accumulated Amortization (62,549 ) (61,415 ) Patent costs, net $ 15,194 $ 16,328 During the three months ended March 31, 2018 and 2017, the Company recorded $1,134 and $0 in amortization expenses respectively. Estimated amortization expense as of March 31, 2018 is as follows: Years ended December 31, 2018 $ 3,402 2019 4,536 2020 1,809 2021 1,809 2022 and thereafter 3,638 Total $ 15,194

Note 7 - Convertible Notes and

Note 7 - Convertible Notes and Notes Payable	3 Months Ended
	Mar. 31, 2018
Disclosure Text Block [Abstract]
Long-term Debt [Text Block]	Note 7 – Convertible Notes and Notes Payable Convertible Notes - Bridge Notes During 2009, the Company issued senior secured convertible notes (“Bridge Notes”) payable to investors in the aggregate amount of $545,000. The Bridge Notes carried interest rates ranging between 10-12% and were due in full one year from the date of issuance and are past due. Both the Bridge Notes and the accrued interest thereon are convertible into Restricted Common Stock of the Company at a conversion price of $0.10 per share (the “Original Conversion Price”). If the Company were to issue any new shares of common stock within 24 months of the date of the Bridge Notes at a price below the Original Conversion Price, then the conversion price of the Bridge Notes would be adjusted to reflect the new lower price. In addition to the Bridge Notes, the Company issued warrants to purchase 5,750,000 shares of the Company’s Common Stock at a price of $0.20 per share as of the date of this filing. All the warrants have expired. The Company valued the conversion feature of the Bridge Notes and the warrants issued via the Black-Scholes valuation method. The total fair value calculated for the conversion feature was $1,473,710; $151,826 was allocated to discount on the Bridge Notes, and $1,341,884 was charged to operations. The total fair value calculated for the warrants was $1,719,666; $393,174 was allocated to discount on the Bridge Notes, and $1,326,492 was charged to operations. The aggregate discount on the Bridge Notes for the conversion feature and the warrants was $545,000, and the aggregate amount charged to operations was $2,668,371 which was recorded as a derivative liability on the Company’s consolidated balance sheet. From November 2009 through May 2015 $535,000 of the principal of the Bridge Notes were converted into shares of Restricted Common Stock. In March 2017, the Company converted the last Bridge Note in the amount of $10,000 and accrued interest into shares of common stock. The Company negotiated this conversion at a price lower than the conversion price stated in the original Bridge Note documents because the Bridge Note was past due. This conversion was treated as a restructure of debt. $10,000 of the Bridge Notes and accrued interest were converted into 341,000 shares of restricted common stock resulting in a loss on debt settlement in the amount of $40,869. The principal balances of the Convertible Notes was $0 as of March 31, 2018 and 2017. The related interest for the three months ended March 31, 2018 and 2017 was $0. Notes Payable In August 2016, INVO Bioscience converted a long time vendor’s outstanding accounts payable balance of $131,722 into a Promissory Note with a three year term that accrues at 5% per annum. The note provides for interest only payments on the first and second anniversaries of the note. The note is payable in full along with any outstanding accrued interest on the third anniversary. The Company has the right to prepay the note at any time without a premium or penalty. The interest on this note for the three months ended March 31, 2018 and 2017 was $1,647 and $4,391, respectively.

Note 8 - Notes Payable and Othe

Note 8 - Notes Payable and Other Related Party Transactions	3 Months Ended
	Mar. 31, 2018
Related Party Transactions [Abstract]
Related Party Transactions Disclosure [Text Block]	Note 8 – Notes Payable and Other Related Party Transactions On September 18, 2008, the Company entered into a related party transaction with Dr. Claude Ranoux. Dr. Ranoux was then the President, Director and Chief Scientific Officer of the Company. Dr. Ranoux had loaned funds to the Company to sustain its operations since January 5, 2007 (inception). Dr. Ranoux’s loan outstanding as of March 31, 2018 and 2017 was $21,888 (“the Principal Amount”). The loan accrues interest at 5% per annum, the term of the note has been extended a several times, and the current repayment date is October 31, 2018. The Company and Dr. Ranoux can jointly decide to repay the loan earlier without prepayment penalties. During the three months ended March 31, 2018 and 2017, $0 were repaid on the principal of the loan. On March 5, 2009, the Company entered into a related party transaction with Kathleen Karloff, the Chief Executive Officer and a Director of the Company. Ms. Karloff provided a short-term loan in the amount of $75,000 bearing interest at 5% per annum to the Company to fund operations. In May 2009, Ms. Karloff loaned to the Company an additional $13,000, making her total cumulative loan $88,000 as of December 31, 2011. This note was due on September 15, 2009, which has since been extended a few times to its current date of October 31, 2018. During the twelve months ended December 31, 2014, Ms. Karloff loaned the Company an additional $66,000 at an interest rate of 0% by entering into a note payable agreement in satisfaction of expenses incurred by her for amounts previously advanced to the Company. This note currently has the same expiration date as the others which is October 31, 2018. On December 28, 2009 James Bowdring, the brother of Director Robert Bowdring invested $100,000 acquiring 666,667 shares of restricted common stock. In April 2011, the Company issued a short term convertible note (“Q211 Note”) payable to James Bowdring in the amount of $50,000. The Q211 Note carries a 10% interest rate and was due in full, two months from the date of issuance. The note was past due and is partially still open, as of this date the balance is $25,000. The Q211 Note is convertible into Common Stock of the Company at a conversion price of $0.03 per share, subject to adjustments. In addition to the Q211 Note, the Company issued warrants to purchase 1,666,667 shares of the Company’s Common Stock at a price of $0.03 per share, as of this date the warrants have expired. The Company valued the Q211 Note’s warrants issued as consideration for the notes payable via the Black-Scholes valuation method. The total fair value calculated for the conversion was approximately $39,500, and for the warrants was approximately $45,500 both of which were recorded as a derivative liability on the Company’s balance sheet. In September 2011, the Company made a principal payment on the Q211 Note in the amount of $25,000. In November 2011, the Company issued a another convertible note (“Q411 Note”) payable to James Bowdring in the amount of $10,000. The Q411 Note carries a 10% interest rate and was due in full, two months from the date of issuance. The Q411 Note is convertible into Common Stock of the Company at a conversion price of $0.01 per share, subject to adjustments. In addition to the Q411 Note, the Company issued warrants to purchase 500,000 shares of the Company’s Common Stock at a price of $0.02 per share, as of this date the warrants have expired. The Company valued the Bridge Note’s warrants issued as consideration for the notes payable via the Black-Scholes valuation method. The total fair value calculated for the conversion option was $2,345, and for the warrants was $4,076 both of which were recorded as a derivative liability on the Company’s balance sheet. The Company has been renting our corporate office from Forty Four Realty Trust which is owned by James Bowdring, the brother of Director, Robert Bowdring since November 2012. It is a month to month rental arrangement for less than the going fair market real estate rental rate. We have been paying $4,800 annually since 2012. In addition the Company purchases stationary supplies and marketing items at discounted rates from Superior Printing & Promotions which is also owned by James Bowdring and is in the same building as our corporate office. INVO Bioscience spent $1,700 and $4,100 with Superior during 2017 and 2016, respectively. Principal balances of the Related Party loans were as follows: March 31, 2018 December 31, 2017 Claude Ranoux Note $ 21,888 $ 21,888 James Bowdring – Q211 Note 25,000 25,000 James Bowdring- Q411 Note 10,000 10,000 Kathleen Karloff Note 154,000 154,000 Total $ 210,888 $ 210,888 Interest expense on the Related Party loans was $2, 792 2,912 Accounts payable and accrued liabilities balances include expenses reports for Ms. Karloff, Dr. Ranoux and Mr. Bowdring for expenses they paid for personally related to travel or normal business expenses and are represented in the following table: March 31, December 31, 2018 2017 Accounts payable and accrued liabilities $ 122,000 $ 127,000

Note 9 - Stockholders_ Equity

Note 9 - Stockholders’ Equity	3 Months Ended
	Mar. 31, 2018
Stockholders' Equity Note [Abstract]
Stockholders' Equity Note Disclosure [Text Block]	Note 9 – Stockholders’ Equity Three Months Ended March 31, 2018 In January and March 2018, the Company sold 260,000 shares of common stock to accredited investors in a private placement for cash of $47,000. In January 2018, the Company issued 1,200,000 shares of common stock with a fair value of $138,000 to management and board members. In January and March 2018, the Company issued 352,326 shares of common stock with a fair value of $43,664 to service providers. Three Months Ended March 31, 2017 In March 2017, pursuant to Section 4(a)(2) of the Securities Act, the company issued 196,000 shares of restricted common stock with a fair value of $59,242 to service providers. In March 2017, pursuant to Section 4(a)(2) of the Securities Act, we negotiated the conversion of $10,000 of past due Bridge Notes and accrued interest into 341,000 shares of restricted common stock resulting in a loss on debt settlement in the amount of $40,869.

Note 10 - Stock Options and War

Note 10 - Stock Options and Warrants	3 Months Ended
	Mar. 31, 2018
Disclosure Text Block Supplement [Abstract]
Shareholders' Equity and Share-based Payments [Text Block]	Note 10 – Stock Options and Warrants Stock Options As of March 31, 2018 and December 31, 2017, the Company does not have any outstanding or committed and unissued stock options. Warrants As of March 31, 2018 and December 31, 2017, the Company does not have any outstanding or committed and unissued warrants.

Note 11 - Income Taxes

Note 11 - Income Taxes	3 Months Ended
	Mar. 31, 2018
Income Tax Disclosure [Abstract]
Income Tax Disclosure [Text Block]	Note 11 – Income Taxes The Company has adopted ASC 740-10, which requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The Company’s total deferred tax liabilities, deferred tax assets and deferred tax asset valuation allowances at March 31, 2018 and December 31, 2017 are as follows: March 31, 2018 December 31, 2017 Total deferred tax assets $ 3,776,000 $ 3,730,000 Less valuation allowance (3,776,000 ) (3,730,000 ) Total deferred tax liabilities - - Net deferred tax asset (liability) $ - $ - Realization of deferred tax assets is dependent on future earnings, if any, the timing and amount of which is uncertain. Those amounts are therefore presented on the Company’s balance sheets as a non-current asset. Utilization of the net operating loss carry forwards may be subject to substantial annual limitations, which may result in the expiration of net operating loss carry forwards before utilization.

Note 12 - Commitments and Conti

Note 12 - Commitments and Contingencies	3 Months Ended
	Mar. 31, 2018
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies Disclosure [Text Block]	Note 12 – Commitments and Contingencies A) Operating Leases In November 2012, INVO Bioscience entered into a below market, month to month rental agreement with Forty Four Realty Trust with for the space it requires. Forty Four Realty Trust is owned by investor James Bowdring, the brother of Director Robert Bowdring. B) Litigation There has been no change in the status of the litigation involved in Dr. Ranoux, Ms. Karloff, and INVO Bioscience have challenged these allegations, which they believe are baseless. The transfer of the assets of Medelle was professionally handled by an independent third party, after approval by the Medelle Board of Directors, representing a majority of its shareholders. Medelle’s Board voted to proceed with an assignment for the benefit of creditors (AFBC) and gave complete authority to the President & CEO at that time (neither Dr. Ranoux nor Ms. Karloff) to work with the third-party assignee and to get the best possible price for those assets. The third party was responsible for notifying all the appropriate parties and for filing notices in various professional publications and newspapers of Medelle’s intention to sell its assets. The third party also contacted numerous large medical device and bio-pharma companies to learn if they would be interested in acquiring the assets. After a private sale was deemed unlikely, the assignee of the assets elected to proceed with a sealed-bid auction of the assets. On the day of the auction, Dr. Ranoux submitted the only bid and was awarded the assets, upon full payment. During 2010, Dr. Ranoux, Ms. Karloff, and INVO Bioscience filed Motions to Dismiss as to all claims, pursuant to M.R.Civ. P. 12(b)(6). In a written Decision rendered on November 12, 2010, the judge dismissed all claims against INVO, Bio X Cell, and Ms. Karloff, and also dismissed the claims against Dr. Ranoux alleging civil conspiracy and breach of M.G.L. c. 93A. The judge denied Dr. Ranoux’s motion to dismiss the remaining breach of fiduciary duty and fraud claims. The plaintiffs allege in their Amended Complaint that Dr. Ranoux committed fraud by failing to inform them of the details of the Medelle auction. The claims against Dr. Ranoux that survived the November 2010 dismissal order were submitted to binding arbitration. On February 15, 2013, the mutually-agreed arbitrator ruled in favor of Dr. Ranoux. The award held that Dr. Ranoux did not withhold information about the auction of Medelle’s assets and expressed doubt that the plaintiffs would have invested the resources necessary to make a beneficial use of the assets. The arbitrator’s award then was confirmed by the Superior Court on August 21, 2013. The Superior Court’s confirmation of the award was affirmed on appeal on October 20, 2013 by the Massachusetts Appeals Court. The Massachusetts Supreme Judicial Court then denied further appellate review. On October 18, 2016, following motions and argument, the Superior Court issued a memorandum of decision and order denying plaintiffs’ motion for entry of default judgment and assessment of damages against Medelle and allowed the motion of INVO Bioscience, Bio X Cell, and Ms. Karloff for entry of final judgment of dismissal. The foregoing order was converted to a final judgment dismissing all claims against all defendants and entered on the docket on October 27, 2016. On November 28, 2016, plaintiffs filed an amended notice of appeal from the Superior Court’s decision of October 17, 2016 and the subsequent judgment entered on October 27, 2016. The appeal further challenges the order of dismissal from November, 2010. Plaintiffs did not appeal from the dismissal of the claims against Ms. Karloff, so the judgment in her favor is now final, leaving claims against INVO Bioscience, Bio X Cell, Medelle, and Dr. Ranoux. INVO Bioscience and Bio X Cell intend a vigorous opposition to the current appeal, consistent with their previous positions that no breach of duty occurred in the sale of Medelle’s assets. It is assumed that Dr. Ranoux will oppose the appeal as well. Outside of the above-mentioned litigation, neither INVO Bioscience nor Bio X Cell, our wholly-owned subsidiary, either directly or indirectly, are involved in any lawsuit outside the ordinary course of business, the disposition of which would have a material effect upon either our results of operation, financial position, or cash flows. C) Employee Agreements The Company had employment agreements for officers, executives and employees of the Company in place. The agreements have since expired and have not been renewed as the Company has not had the proper funds to meet its commitment but has continued to accrue amounts annually for the work that has been performed. The employees and directors are continuing to work based on good faith and belief in the Company and the INVOcell product. D) Consulting Agreements The Company has a verbal agreement beginning in March, 2013 with its former CFO, Robert Bowdring, who is currently a Director, to assist where necessary in the financial and administrative areas of the Company for compensation to be equivalent to the others working in the organization.

Note 13 - Contracts with Custom

Note 13 - Contracts with Customers	3 Months Ended
	Mar. 31, 2018
Revenue from Contract with Customer [Abstract]
Revenue from Contract with Customer [Text Block]	Note 13 – Contracts with Customers We have adopted ASC 606, Revenue from Contracts with Customers . Revenue Recognition We routinely enter into agreements with customers that include general commercial terms and conditions, notification requirements for price increases, shipping terms and in most cases prices for the products that we offer. However, these agreements do not obligate us to provide goods to the customer and there is no consideration promised to us at the onset of these arrangements. For customers without separate agreements, we have a standard list price established by geography and by currency for all products and our invoices contain standard terms and conditions that are applicable to those customers where a separate agreement is not controlling. Our performance obligations are established when a customer submits a purchase order or e-mail notification (in writing, electronically or verbally) for goods, and we accept the order. We identify performance obligations as the delivery of the requested product(s) in appropriate quantities and to the location specified in the customer’s e-mail/or purchase order. We generally recognize revenue upon the satisfaction of these criteria when control of the product has been transferred to the customer at which time we have an unconditional right to receive payment. Our prices are fixed and are not affected by contingent events that could impact the transaction price. We do not offer price concessions and do not accept payment that is less than the price stated when we accept the purchase order, except in rare credit related circumstances. We do not have any material performance obligations where we are acting as an agent for another entity. Revenues for products, including: INVOcell ® TM Sources of Revenue We have identified the following revenues disaggregated by revenue source: 1. Domestic Physicians – direct sales of products. 2. International Distributors – direct sales of products. For the three months ended March 31, 2018 and 2017 the source of revenue was only from Domestic Physicians. Contract Balances We incur agreement obligations on general customer purchase orders and e-mails that have been accepted but unfulfilled. Due to the short duration of time between order acceptance and delivery of the related product, we have determined that the balance related to these obligations is generally immaterial at any point in time. We monitor the value of orders accepted but unfulfilled at the close of each reporting period to determine if disclosure is appropriate. Warranty Our general product warranties do not extend beyond an assurance that the product delivered will be consistent with stated specifications and do not include separate performance obligations. Significant Judgments in the Application of the Guidance in ASC 606 There are no significant judgments associated with the satisfaction of our performance obligations. We generally satisfy performance obligations upon delivery of the product to the customer. This is consistent with the time in which the customer obtains control of the products. Therefore the value of unsatisfied performance obligations at the end of any reporting period is generally immaterial. We consider variable consideration in establishing the transaction price. Forms of variable consideration applicable to our arrangements include sales returns, rebates, volume based bonuses, and prompt pay discounts. We use historical information along with an analysis of the expected value to properly calculate and to consider the need to constrain estimates of variable consideration. Such amounts are included as a reduction to revenue from the sale of products in the periods in which the related revenue is recognized and adjusted in future periods as necessary. Commissions and Contract Costs We do not use or offer sales commissions of any type at this time. We generally do not incur incremental charges associated with securing agreements with customers which would require capitalization and recovery over the life of the agreement. Practical Expedients Our payment terms for sales direct to customers and distributors are substantially less than the one year collection period that falls within the practical expedient in determination of whether a significant financing component exists. Shipping and Handling Charges Fees charged to customers for shipping and handling of products are included as an offset to the costs for shipping and handling of products included as a component of cost of products. Taxes Collected from Customers As our products are used in another service and are exempt, to this point we have not collected taxes. If we were to collect taxes they would be on the value of transaction revenue and would be excluded from product revenues and cost of sales and would be accrued in current liabilities until remitted to governmental authorities. Effective Date and Transition Disclosures Adoption of the new standards related to revenue recognition did not have a material impact on our consolidated financial statements, and is not expected to have a material impact in future periods.

Note 14 - Subsequent Events

Note 14 - Subsequent Events	3 Months Ended
	Mar. 31, 2018
Subsequent Events [Abstract]
Subsequent Events [Text Block]	Note 14 – Subsequent Events In April 2018, pursuant to Section 4(a)(2) of the Securities Act, the Company issued 3,340,000 shares of restricted common stock with a fair value of $680,200 to service providers. In April & May 2018 pursuant to Rule 506(b) of the Securities Act as identified in the Company’s Form D filing with the SEC on January 24, 2018, the Company issued 9 percent 36 month convertible notes in the amount of $965,000. In May 2018, pursuant to Section 4(a)(2) of the Securities Act, the Company issued 150,000 shares of restricted common stock for cash proceeds of $30,000. In May 2018, pursuant to Section 4(a)(2) of the Securities Act, the Company issued 20,000 shares of restricted common stock with a fair value of $11,800 to service providers for services performed. The Company has evaluated subsequent events through the date the financial statements were released and there were no others.

Note 4 - Inventory (Tables)

Note 4 - Inventory (Tables)	3 Months Ended
	Mar. 31, 2018
Inventory Disclosure [Abstract]
Schedule of Inventory, Current [Table Text Block]	As of March 31, 2018 and December 31, 2017, the Company recorded the following inventory balances: March 31, 2018 December 31, 2017 Work in Process $ 24,357 $ 24,357 Finished Goods 30,583 34,522 Total Inventory $ 54,940 $ 58,879

Note 5 - Property and Equipme21

Note 5 - Property and Equipment (Tables)	3 Months Ended
	Mar. 31, 2018
Note 5 - Property and Equipment (Tables) [Line Items]
Property, Plant and Equipment [Table Text Block]	The estimated useful lives and accumulated depreciation for furniture, equipment and software are as follows as of March 31, 2018 and December 31, 2017: March 31, 2018 December 31, 2017 Manufacturing Equipment- Molds $ 50,963 $ 50,963 Accumulated Depreciation (35,263 ) (35,263 ) Total $ 15,700 $ 15,700
Estimated Useful Life [Member]
Note 5 - Property and Equipment (Tables) [Line Items]
Property, Plant and Equipment [Table Text Block]	The estimated useful lives and accumulated depreciation for furniture, equipment and software are as follows as of March 31, 2018 and December 31, 2017: Estimated Useful Life Molds 3 to 7 years

Note 6 - Patents (Tables)

Note 6 - Patents (Tables)	3 Months Ended
	Mar. 31, 2018
Disclosure Text Block [Abstract]
Schedule of Finite-Lived Intangible Assets [Table Text Block]	As of March 31, 2018 and December 31, 2017, the Company recorded the following patent balances: March 31, 2018 December 31, 2017 Total Patents $ 77,743 $ 77,743 Accumulated Amortization (62,549 ) (61,415 ) Patent costs, net $ 15,194 $ 16,328
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block]	Estimated amortization expense as of March 31, 2018 is as follows: Years ended December 31, 2018 $ 3,402 2019 4,536 2020 1,809 2021 1,809 2022 and thereafter 3,638 Total $ 15,194

Note 8 - Notes Payable and Ot23

Note 8 - Notes Payable and Other Related Party Transactions (Tables)	3 Months Ended
	Mar. 31, 2018
Related Party Transactions [Abstract]
Schedule of Related Party Transactions [Table Text Block]	Principal balances of the Related Party loans were as follows: March 31, 2018 December 31, 2017 Claude Ranoux Note $ 21,888 $ 21,888 James Bowdring – Q211 Note 25,000 25,000 James Bowdring- Q411 Note 10,000 10,000 Kathleen Karloff Note 154,000 154,000 Total $ 210,888 $ 210,888
Schedule of Accounts Payable and Accrued Liabilities [Table Text Block]	Accounts payable and accrued liabilities balances include expenses reports for Ms. Karloff, Dr. Ranoux and Mr. Bowdring for expenses they paid for personally related to travel or normal business expenses and are represented in the following table: March 31, December 31, 2018 2017 Accounts payable and accrued liabilities $ 122,000 $ 127,000

Note 11 - Income Taxes (Tables)

Note 11 - Income Taxes (Tables)	3 Months Ended
	Mar. 31, 2018
Income Tax Disclosure [Abstract]
Schedule of Deferred Tax Assets and Liabilities [Table Text Block]	The Company’s total deferred tax liabilities, deferred tax assets and deferred tax asset valuation allowances at March 31, 2018 and December 31, 2017 are as follows: March 31, 2018 December 31, 2017 Total deferred tax assets $ 3,776,000 $ 3,730,000 Less valuation allowance (3,776,000 ) (3,730,000 ) Total deferred tax liabilities - - Net deferred tax asset (liability) $ - $ -

Note 3 - Going Concern (Details

Note 3 - Going Concern (Details) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Net Income (Loss) Attributable to Parent	$ (144,723)	$ (214,873)
Retained Earnings (Accumulated Deficit)	(18,789,854)		$ (18,645,131)
Working Capital (Deficit)	(4,807,343)
Stockholders' Equity Attributable to Parent	(4,908,171)		$ (4,992,112)
Net Cash Provided by (Used in) Operating Activities	$ (37,353)	$ (112,755)

Note 4 - Inventory (Details) -

Note 4 - Inventory (Details) - Schedule of Inventory, Current - USD ($)	Mar. 31, 2018	Dec. 31, 2017
Schedule of Inventory, Current [Abstract]
Work in Process	$ 24,357	$ 24,357
Finished Goods	30,583	34,522
Total Inventory	$ 54,940	$ 58,879

Note 5 - Property and Equipme27

Note 5 - Property and Equipment (Details) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Property, Plant and Equipment [Abstract]
Depreciation	$ 0	$ 0

Note 5 - Property and Equipme28

Note 5 - Property and Equipment (Details) - Property, Plant and Equipment	3 Months Ended
	Mar. 31, 2018
Minimum [Member]
Property, Plant and Equipment [Line Items]
Molds	3 years
Maximum [Member]
Property, Plant and Equipment [Line Items]
Molds	7 years

Note 5 - Property and Equipme29

Note 5 - Property and Equipment (Details) - Property, Plant and Equipment - USD ($)	Mar. 31, 2018	Dec. 31, 2017
Property, Plant and Equipment [Line Items]
Total	$ 15,700	$ 15,700
Tools, Dies and Molds [Member]
Property, Plant and Equipment [Line Items]
Manufacturing Equipment- Molds	50,963	50,963
Accumulated Depreciation	$ (35,263)	$ (35,263)

Note 6 - Patents (Details)

Note 6 - Patents (Details) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Disclosure Text Block [Abstract]
Amortization of Intangible Assets	$ 1,134	$ 0

Note 6 - Patents (Details) - Sc

Note 6 - Patents (Details) - Schedule of Finite-Lived Intangible Assets - USD ($)	Mar. 31, 2018	Dec. 31, 2017
Schedule of Finite-Lived Intangible Assets [Abstract]
Total Patents	$ 77,743	$ 77,743
Accumulated Amortization	(62,549)	(61,415)
Patent costs, net	$ 15,194	$ 16,328

Note 6 - Patents (Details) - 32

Note 6 - Patents (Details) - Schedule of Finite-Lived Intangible Assets, Future Amortization Expense - USD ($)	Mar. 31, 2018	Dec. 31, 2017
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Abstract]
2,018	$ 3,402
2,019	4,536
2,020	1,809
2,021	1,809
2022 and thereafter	3,638
Total	$ 15,194	$ 16,328

Note 7 - Convertible Notes an33

Note 7 - Convertible Notes and Notes Payable (Details) - USD ($)	1 Months Ended		3 Months Ended		12 Months Ended	67 Months Ended
	Mar. 31, 2017	Aug. 31, 2016	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2009	May 31, 2015	May 31, 2010
Note 7 - Convertible Notes and Notes Payable (Details) [Line Items]
Debt Instrument, Face Amount		$ 131,722
Debt Instrument, Interest Rate, Stated Percentage		5.00%
Debt Instrument, Term		3 years
Gain (Loss) on Extinguishment of Debt	$ (40,869)		$ 0	$ (40,869)
Interest Expense, Debt			1,647	4,391
Bridge Note [Member]
Note 7 - Convertible Notes and Notes Payable (Details) [Line Items]
Debt Conversion, Original Debt, Amount	$ 10,000
Debt Conversion, Converted Instrument, Shares Issued (in Shares)	341,000
Gain (Loss) on Extinguishment of Debt	$ (40,869)
Convertible Debt [Member]
Note 7 - Convertible Notes and Notes Payable (Details) [Line Items]
Convertible Debt, Current			0
Convertible Debt [Member] | Bridge Note [Member]
Note 7 - Convertible Notes and Notes Payable (Details) [Line Items]
Debt Instrument, Face Amount					$ 545,000
Debt Instrument, Term					1 year
Debt Instrument, Convertible, Conversion Price (in Dollars per share)					$ 0.10
Debt Instrument, Convertible, Terms of Conversion Feature					If the Company were to issue any new shares of common stock within 24 months of the date of the Bridge Notes at a price below the Original Conversion Price, then the conversion price of the Bridge Notes would be adjusted to reflect the new lower price.
Class of Warrant or Rights, Granted (in Shares)					5,750,000
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share)					$ 0.20
Debt Instrument, Convertible, Beneficial Conversion Feature					$ 1,473,710
Debt Instrument, Unamortized Discount					545,000
Other Noncash Expense					1,341,884
Debt Instrument, Convertible, Carrying Amount of Equity Component					1,719,666
Excess Value of Warrant Liability					1,326,492
Derivative Liability, Current					$ 2,668,371
Debt Conversion, Original Debt, Amount						$ 535,000
Interest Expense, Debt			$ 0	$ 0
Convertible Debt [Member] | Q2 Note [Member]
Note 7 - Convertible Notes and Notes Payable (Details) [Line Items]
Derivative Liability, Current							$ 545,000
Minimum [Member] | Convertible Debt [Member] | Bridge Note [Member]
Note 7 - Convertible Notes and Notes Payable (Details) [Line Items]
Debt Instrument, Interest Rate, Stated Percentage					10.00%
Maximum [Member] | Convertible Debt [Member] | Bridge Note [Member]
Note 7 - Convertible Notes and Notes Payable (Details) [Line Items]
Debt Instrument, Interest Rate, Stated Percentage					12.00%
Discount Related to Beneficial Conversion Feature [Member] | Convertible Debt [Member] | Bridge Note [Member]
Note 7 - Convertible Notes and Notes Payable (Details) [Line Items]
Debt Instrument, Unamortized Discount					$ 151,826
Debt Discount Related to Warrants [Member] | Convertible Debt [Member] | Bridge Note [Member]
Note 7 - Convertible Notes and Notes Payable (Details) [Line Items]
Debt Instrument, Unamortized Discount					$ 393,174

Note 8 - Notes Payable and Ot34

Note 8 - Notes Payable and Other Related Party Transactions (Details) - USD ($)	Dec. 28, 2009	Mar. 26, 2009	Aug. 31, 2016	Nov. 30, 2012	Nov. 30, 2011	Sep. 30, 2011	Apr. 30, 2011	May 31, 2009	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2014	Dec. 31, 2015	Dec. 31, 2011	Mar. 05, 2009
Note 8 - Notes Payable and Other Related Party Transactions (Details) [Line Items]
Debt Instrument, Interest Rate, Stated Percentage			5.00%
Debt Instrument, Face Amount			$ 131,722
Debt Instrument, Term			3 years
Notes Payable, Related Parties									$ 210,888		$ 210,888
Interest Expense, Related Party									2,792	$ 2,912
President, Director, and Chief Scientific Officer [Member]
Note 8 - Notes Payable and Other Related Party Transactions (Details) [Line Items]
Due to Related Parties, Current											21,888	$ 21,888
Debt Instrument, Interest Rate, Stated Percentage		5.00%
Debt Instrument, Maturity Date		Oct. 31, 2018
Repayments of Related Party Debt											0	0
Chief Executive Officer [Member]
Note 8 - Notes Payable and Other Related Party Transactions (Details) [Line Items]
Due to Related Parties, Current															$ 88,000
Debt Instrument, Interest Rate, Stated Percentage													0.00%			5.00%
Debt Instrument, Maturity Date								Oct. 31, 2018
Debt Instrument, Face Amount																$ 75,000
Proceeds from Related Party Debt								$ 13,000					$ 66,000
Notes Payable, Related Parties									$ 154,000		154,000
Immediate Family Member of Management or Principal Owner [Member]
Note 8 - Notes Payable and Other Related Party Transactions (Details) [Line Items]
Debt Instrument, Interest Rate, Stated Percentage					10.00%		10.00%
Repayments of Related Party Debt						$ 25,000
Debt Instrument, Face Amount	$ 100,000				$ 10,000		$ 50,000
Stock Issued During Period, Shares, Restricted Stock Award, Gross (in Shares)	666,667
Debt Instrument, Term					2 months		2 months
Notes Payable, Related Parties														$ 25,000
Debt Instrument, Convertible, Conversion Price (in Dollars per share)					$ 0.01									$ 0.03
Class of Warrant or Rights, Granted (in Shares)					500,000		1,666,667
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share)					$ 0.02		$ 0.03
Debt Instrument, Convertible, Beneficial Conversion Feature					$ 2,345		$ 39,500
Debt Instrument, Convertible, Carrying Amount of Equity Component					$ 4,076		$ 45,500
Immediate Family Member of Management or Principal Owner [Member] | Building [Member]
Note 8 - Notes Payable and Other Related Party Transactions (Details) [Line Items]
Operating Leases, Rent Expense, Minimum Rentals				$ 4,800
Operating Leases, Rent Expense											$ 1,700	$ 4,100

Note 8 - Notes Payable and Ot35

Note 8 - Notes Payable and Other Related Party Transactions (Details) - Schedule of Related Party Transactions - USD ($)	Mar. 31, 2018	Dec. 31, 2017	Dec. 31, 2015
Related Party Transaction [Line Items]
Related Party Loans	$ 210,888	$ 210,888
Director [Member]
Related Party Transaction [Line Items]
Related Party Loans	21,888	21,888
Immediate Family Member of Management or Principal Owner [Member]
Related Party Transaction [Line Items]
Related Party Loans			$ 25,000
Chief Executive Officer [Member]
Related Party Transaction [Line Items]
Related Party Loans	154,000	154,000
Q2 2011 Note [Member] | Immediate Family Member of Management or Principal Owner [Member]
Related Party Transaction [Line Items]
Related Party Loans	25,000	25,000
Q4 2011 Note [Member] | Immediate Family Member of Management or Principal Owner [Member]
Related Party Transaction [Line Items]
Related Party Loans	$ 10,000	$ 10,000

Note 8 - Notes Payable and Ot36

Note 8 - Notes Payable and Other Related Party Transactions (Details) - Schedule of Accounts Payable and Accrued Liabilities - USD ($)	Mar. 31, 2018	Dec. 31, 2017
Schedule of Accounts Payable and Accrued Liabilities [Abstract]
Accounts payable and accrued liabilities	$ 122,000	$ 127,000

Note 9 - Stockholders_ Equity (

Note 9 - Stockholders’ Equity (Details) - USD ($)	1 Months Ended		3 Months Ended		67 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Mar. 31, 2018	Mar. 31, 2017	May 31, 2015
Note 9 - Stockholders’ Equity (Details) [Line Items]
Proceeds from Issuance of Common Stock			$ 47,000	$ 0
Stock Issued During Period, Shares, Issued for Services (in Shares)	43,664	196,000	352,326
Stock Issued During Period, Value, Issued for Services	$ 43,664	$ 59,242
Gain (Loss) on Extinguishment of Debt		(40,869)	$ 0	$ (40,869)
Bridge Note [Member]
Note 9 - Stockholders’ Equity (Details) [Line Items]
Debt Conversion, Original Debt, Amount		$ 10,000
Debt Conversion, Converted Instrument, Shares Issued (in Shares)		341,000
Gain (Loss) on Extinguishment of Debt		$ (40,869)
Convertible Debt [Member] | Bridge Note [Member]
Note 9 - Stockholders’ Equity (Details) [Line Items]
Debt Conversion, Original Debt, Amount					$ 535,000
Investors [Member]
Note 9 - Stockholders’ Equity (Details) [Line Items]
Proceeds from Issuance of Common Stock	$ 47,000
Investors [Member] | Principal [Member]
Note 9 - Stockholders’ Equity (Details) [Line Items]
Stock Issued During Period, Shares, New Issues (in Shares)			260,000
Investors [Member] | Convertible Debt [Member]
Note 9 - Stockholders’ Equity (Details) [Line Items]
Proceeds from Issuance of Common Stock			$ 47,000
Management and Board Members [Member]
Note 9 - Stockholders’ Equity (Details) [Line Items]
Stock Issued During Period, Shares, Share-based Compensation, Gross (in Shares)			1,200,000
Stock Issued During Period, Value, Share-based Compensation, Gross			$ 138,000

Note 11 - Income Taxes (Details

Note 11 - Income Taxes (Details) - Schedule of Deferred Tax Assets and Liabilities - USD ($)	Mar. 31, 2018	Dec. 31, 2017
Schedule of Deferred Tax Assets and Liabilities [Abstract]
Total deferred tax assets	$ 3,776,000	$ 3,730,000
Less valuation allowance	(3,776,000)	(3,730,000)
Total deferred tax liabilities	0	0
Net deferred tax asset (liability)	$ 0	$ 0

Note 14 - Subsequent Events (De

Note 14 - Subsequent Events (Details) - USD ($)	1 Months Ended					2 Months Ended	3 Months Ended
	May 31, 2018	Apr. 30, 2018	Mar. 31, 2018	Mar. 31, 2017	Aug. 31, 2016	May 31, 2018	Mar. 31, 2018	Mar. 31, 2017
Note 14 - Subsequent Events (Details) [Line Items]
Stock Issued During Period, Shares, Issued for Services (in Shares)			43,664	196,000			352,326
Stock Issued During Period, Value, Issued for Services			$ 43,664	$ 59,242
Debt Instrument, Interest Rate, Stated Percentage					5.00%
Debt Instrument, Term					3 years
Debt Instrument, Face Amount					$ 131,722
Proceeds from Issuance of Common Stock							$ 47,000	$ 0
Subsequent Event [Member]
Note 14 - Subsequent Events (Details) [Line Items]
Stock Issued During Period, Shares, Issued for Services (in Shares)	20,000	3,340,000
Stock Issued During Period, Value, Issued for Services	$ 11,800	$ 680,200
Stock Issued During Period, Shares, New Issues (in Shares)	150,000
Proceeds from Issuance of Common Stock	$ 30,000
Subsequent Event [Member] | Convertible Debt [Member]
Note 14 - Subsequent Events (Details) [Line Items]
Debt Instrument, Interest Rate, Stated Percentage	9.00%					9.00%
Debt Instrument, Term						36 years
Debt Instrument, Face Amount	$ 965,000					$ 965,000