Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Apr. 12, 2019 | Jun. 30, 2018 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | INVO Bioscience, Inc., | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 154,711,112 | ||
Entity Public Float | $ 39,972,000 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001417926 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2018 | ||
Document Fiscal Year Focus | 2018 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Ex Transition Period | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets | ||
Cash | $ 212,243 | $ 25,759 |
Accounts receivable net | 225,899 | 86,697 |
Inventory, net | 43,513 | 58,879 |
Prepaid expense | 249,454 | 63,050 |
Total current assets | 731,109 | 234,385 |
Property and equipment, net | 34,446 | 15,700 |
Other Assets | ||
Capitalized patents, net | 11,792 | 16,328 |
Total other assets | 11,792 | 16,328 |
Total assets | 777,347 | 266,413 |
Current liabilities | ||
Accounts payable and accrued liabilities, including related parties | 571,828 | 960,725 |
Accrued compensation | 2,515,256 | 3,955,190 |
Deferred revenue | 18,895 | 0 |
Note payable - related party | 97,743 | 210,888 |
Note payable | 131,722 | 0 |
Convertible notes, net of discount of $497,961 | 157,039 | 0 |
Convertible notes, related party - net of discount of $30,913 | 9,087 | 0 |
Total current liabilities | 3,501,570 | 5,126,803 |
Note payable - long term | 0 | 131,722 |
Total liabilities | 3,501,570 | 5,258,525 |
Commitments and contingencies (Note 12) | ||
Stockholder's deficiency | ||
Preferred Stock, $.0001 par value; 100,000,000 shares authorized; No shares issued and outstanding as of December 31, 2018 and 2017, respectively | 0 | 0 |
Common Stock, $.0001 par value; 200,000,000 shares authorized; 154,292,497 and 142,132,374 issued and outstanding as of December 31, 2018 and 2017, respectively | 15,429 | 14,213 |
Additional paid-in capital | 18,981,570 | 13,638,806 |
Accumulated deficit | (21,721,222) | (18,645,131) |
Total stockholder's deficiency | (2,724,223) | (4,992,112) |
Total liabilities and stockholders' deficiency | $ 777,347 | $ 266,413 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Convertible notes, discount (in Dollars) | $ 497,961 | |
Convertible notes, related party - discount (in Dollars) | $ 30,913 | $ 0 |
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 | 154,292,497 | 142,132,374 |
Common Stock, shares outstanding | 154,292,497 | 142,132,374 |
CONSOLIDATED STATEMENTS OF LOSS
CONSOLIDATED STATEMENTS OF LOSSES - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Product Revenue | $ 494,375 | $ 282,145 |
Cost of goods sold | 90,367 | 51,954 |
Gross margin | 404,008 | 230,191 |
Selling, general and administrative expenses | 3,038,068 | 870,612 |
Total operating expenses | 3,038,068 | 870,612 |
Loss from operations | (2,634,060) | (640,421) |
Loss on settlement of debt | 0 | 40,869 |
Interest expense | 442,031 | 20,873 |
Total other ( income) expenses | 442,031 | 61,742 |
Loss before income taxes | (3,076,091) | (702,163) |
Provisions for income taxes | 0 | 0 |
Net loss | $ (3,076,091) | $ (702,163) |
Basic net loss per weighted average shares of common stock (in Dollars per share) | $ (0.02) | $ 0 |
Diluted net loss per weighted average shares of common stock (in Dollars per share) | $ (0.02) | $ 0 |
Basic weighted average number of shares of common stock (in Shares) | 147,333,051 | 141,305,050 |
Diluted weighted average number of shares of common stock (in Shares) | 147,333,051 | 141,305,050 |
CONSOLIDATED STATEMENT OF STOCK
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIENCY) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2016 | $ 14,059 | $ 13,311,263 | $ (17,942,968) | $ (4,617,646) |
Balance (in Shares) at Dec. 31, 2016 | 140,596,646 | |||
Common stock issued for services | $ 88 | 215,044 | 215,132 | |
Common stock issued for services (in Shares) | 876,672 | |||
Common stock issued for cash | $ 32 | 54,593 | 54,625 | |
Common stock issued for cash (in Shares) | 318,056 | |||
Conversion of notes payable and accrued interest | $ 34 | 57,906 | 57,940 | |
Conversion of notes payable and accrued interest (in Shares) | 341,000 | |||
Discount on convertible notes payable | 0 | |||
Net loss | (702,163) | (702,163) | ||
Balance at Dec. 31, 2017 | $ 14,213 | 13,638,806 | (18,645,131) | $ (4,992,112) |
Balance (in Shares) at Dec. 31, 2017 | 142,132,374 | 142,132,374 | ||
Common stock issued for services | $ 391 | 1,843,273 | $ 1,843,664 | |
Common stock issued for services (in Shares) | 3,912,326 | |||
Common stock issued for cash | $ 41 | 76,959 | 77,000 | |
Common stock issued for cash (in Shares) | 410,000 | |||
Common stock issued to directors and employees | $ 678 | 2,316,555 | 2,317,233 | |
Common stock issued to directors and employees (in Shares) | 6,782,382 | |||
Conversion of notes payable and accrued interest | $ 106 | 210,977 | 211,083 | |
Conversion of notes payable and accrued interest (in Shares) | 1,055,415 | |||
Discount on convertible notes payable | 895,000 | 895,000 | ||
Net loss | (3,076,091) | (3,076,091) | ||
Balance at Dec. 31, 2018 | $ 15,429 | $ 18,981,570 | $ (21,721,222) | $ (2,724,223) |
Balance (in Shares) at Dec. 31, 2018 | 154,292,497 | 154,292,497 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Cash flows from operating activities: | ||
Net loss | $ (3,076,091) | $ (702,163) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Non-cash stock compensation issued for services | 2,092,664 | 215,132 |
Loss on settlement of debt | 0 | 40,869 |
Amortization of discount on notes payable | 366,126 | |
Depreciation and amortization | 5,190 | 2,810 |
Changes in assets and liabilities: | ||
Accounts receivable | (139,202) | (83,903) |
Inventories | 15,366 | 26,331 |
Prepaid expenses and other current assets | 200,596 | (52,070) |
Deferred revenue | 18,895 | 0 |
Accounts payable and accrued expenses | (377,814) | (5,346) |
Accrued interest - related party | 0 | (1,730) |
Accrued compensation | 241,299 | 378,800 |
Net cash provided used in activities | (652,971) | (181,270) |
Cash flows from investing activities: | ||
Payments to acquire property, plant and equipment | (19,400) | 0 |
Net cash (used) in investing activities | (19,400) | 0 |
Cash flows from financing activities: | ||
Proceeds from the sale of common stock | 47,000 | 54,625 |
Proceeds from the sale of common stock - related parties | 30,000 | 0 |
Proceeds from convertible notes payable | 855,000 | 0 |
Proceeds from convertible notes payable - related parties | 40,000 | 0 |
Principal payments on note payable - related parties | (113,145) | 0 |
Net cash provided by financing activities | 858,855 | 54,625 |
Increase (decrease) in cash and cash equivalents | 186,484 | (126,645) |
Cash and cash equivalents at beginning of period | 25,759 | 152,404 |
Cash and cash equivalents at end of period | 212,243 | 25,759 |
Cash paid during the period for: | ||
Interest | 6,071 | 0 |
Taxes | 912 | 912 |
Common stock issued upon note payable and accrued interest conversion | 211,083 | 57,940 |
Common stock issued for prepaid services | 387,000 | 0 |
Beneficial conversion feature on convertible notes | 895,000 | 0 |
Common stock issued for accrued compensation | $ 1,681,233 | $ 0 |
NOTE 1 SUMMARY OF SIGNIFICANT A
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION (A) General INVO Bioscience, Inc. (“the Company”) offers novel solutions in assisted reproductive technologies while expanding geographic and affordable access to the global reproductive health care community. Our primary focus is the manufacture and sale of the INVOcell device and the INVO technology to assist infertile couples in having a baby. We designed our INVOcell device and our INVO procedure to provide an alternative infertility treatment for the patient and the clinician. The INVO procedure is less expensive and simpler to perform than other comparable infertility treatments. The simplicity of the INVO procedure relates to the ability to potentially perform the INVO procedure in a physician’s practice rather than in a specialized facility at a much lower cost overall than current infertility treatments. We believe that the INVO procedure will make infertility treatment more readily available throughout the world. The INVO procedure is less costly than conventional IVF. The INVOcell device and INVO procedure facilitates conception and embryo development inside the woman’s body, rather than in a dish in a laboratory, which is an attractive feature for many couples. Through December 31, 2018, we have generated minimal revenues, have incurred significant expenses and have sustained losses. Consequently, our operations are subject to all the risks inherent in the establishment of a new business enterprise. On November 3, 2015, the Company issued a press release reporting the U.S. Food and Drug Administration (“FDA”) has granted the Company’s de novo request for the INVOcell to allow the marketing, sale and use in the United States. On November 12, 2018, the Company entered into a Distribution Agreement with Ferring pursuant to which, among other things, the Company granted to Ferring an exclusive license in the United States with rights to sublicense under patents related to the Company’s proprietary intravaginal culture device known as INVOcell™, together with the retention device and any other applicable accessories to market, promote, distribute and sell the Licensed Product with respect to all therapeutic, prophylactic and diagnostic uses of medical devices or pharmaceutical products involving reproductive technology (including infertility treatment) in humans (the “Field”). Ferring is responsible, at its own cost, for all commercialization activities for the Licensed Product in the Field in the United States. The Company does retain a limited exception to the exclusive license granted to Ferring allowing the Company, subject to certain restrictions, to establish up to five clinics that will commercialize INVO cycles in the United States. The Company retains all commercialization rights for the Licensed Product outside of the United States. (B) Basis of Presentation (Share Exchange and Corporate Structure) On December 5, 2008, the Company completed a share exchange with Emy’s Salsa Aji Distribution Company, Inc. (“Emy’s”), a publicly registered shell corporation with no significant assets or operations. Emy’s was incorporated on July 11, 2005, under the laws of the State of Nevada under the name Certiorari Corp. In connection with the share exchange, INVO Bioscience became Emy’s wholly-owned subsidiary and the INVO Bioscience shareholders acquired control of Emy’s. The Company accounted for the transaction as a recapitalization and the Company is the surviving entity. In connection with the share exchange, Emy’s shareholders retained 14,937,500 shares. Effective with the Agreement, all previously outstanding shares of Common Stock owned by the Company’s shareholders were exchanged for an aggregate of 38,307,500 shares of Emy’s common stock. Effective with the Agreement, Emy’s changed its name to INVO Bioscience, Inc. All references to “Common Stock,” “share” and “per share” amounts have been retroactively restated to reflect the exchange ratio of 357.0197 shares of INVO Bioscience Common Stock for one share of Emy’s common stock outstanding immediately prior to the merger as if the exchange had taken place as of the beginning of the earliest period presented. The accompanying consolidated financial statements present the historical financial condition, results of operations and cash flows of the Company prior to the merger with Emys. The accompanying consolidated financial statements present on a consolidated basis the accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. (C) Use of Estimates In preparing financial statements in conformity with generally accepted accounting principles, management is required 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 financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates. (D) Cash and Cash Equivalents The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. The Company had the amounts of cash and cash equivalents on its balance sheets as of December 31, 2018 and 2017 of $212,243 and $25,759, respectively. (E) Inventory Inventories consist of work in process (WIP) and finished products and are stated at the lower of cost or market; using the first-in, first-out (FIFO) method as a cost flow convention. (F) Property and Equipment The Company records property and equipment at cost. Depreciation and amortization are provided using the straight-line method over the estimated economic lives of the assets, which are from 3 to 7 years. The Company capitalizes the expenditures for major renewals and improvements that extend the useful lives of property and equipment. Expenditures for maintenance and repairs are charged to expense as incurred. The Company reviews the carrying value of long-lived assets for impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of long-lived assets is measured by a comparison of its carrying amount to the undiscounted cash flows that the asset or asset group is expected to generate. If such assets are considered impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the property, if any, exceeds its fair market value. (G) Stock Based Compensation The Company accounts for stock-based compensation under the provisions of Accounting Standards Codification subtopic 718-10, Compensation (“ASC 718-10”). This statement requires the Company to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. That cost is recognized over the period in which the employee is required to provide service in exchange for the award, which is usually the vesting period. ( H) Loss Per Share Basic loss per share calculations are computed by dividing income (loss) available to common shareholders by the weighted-average number of common shares outstanding. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include securities or other contracts to issue common stock that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The Company’s diluted loss per share is the same as the basic loss per share for the years ended December 31, 2018 and 2017, as the inclusion of any potential shares would have had an anti-dilutive effect due to the Company generating a loss. Twelve Months Ended December 31, 2018 2017 Loss to common shareholders (Numerator) $ (3,076,091 ) $ (702,163 ) Basic and diluted weighted-average number of common shares outstanding (Denominator) 147,333,051 141,305,050 The Company has excluded the following dilutive securities from the calculation of fully-diluted shares outstanding because the result would have been anti-dilutive: Twelve Months Ended December 31, 2018 2017 Effect of dilutive common stock equivalents: Convertible notes and interest 6,020,200 3,391,300 Total 6,020,200 3,391,300 ( I) Fair Value of Financial Instruments ASC 825-10-50, “Disclosures about Fair Value of Financial Instruments,” (formerly SFAS No. 107) requires disclosure of the fair value of certain financial instruments. The carrying value of cash and cash equivalents, accounts payable and borrowings, as reflected in the balance sheets, approximate fair value because of the short-term maturity of these instruments. Effective January 1, 2008, the Company adopted ASC 820-10, “Fair Value Measurements” (SFAS 157), which provides a framework for measuring fair value under GAAP. ASC 820-10 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820-10 requires that valuation techniques maximize the use of observable inputs and minimize the use of unobservable inputs. (J) Income Taxes The Company accounts for income taxes under the ASC 740-10-05, “Accounting for Income Taxes” (SFAS 109). Under ASC 740-10, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740-10, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. On December 22, 2017, the Tax Cuts and Jobs Act (TCJA) was signed into law by the President of the United States. TCJA is a tax reform act that among other things, reduced corporate tax rates to 21 percent effective January 1, 2018. FASB ASC 740, Income Taxes (K) Business Segments The Company operates in one segment and therefore segment information is not presented. (L) Concentration of Credit Risk Cash includes amounts deposited in financial institutions in excess of insurable Federal Deposit Insurance Corporation (FDIC) limits. As of December 31, 2018, the Company had no cash balances in excess of FDIC limits. (M) Revenue Recognition The Company will recognize revenue on arrangements in accordance with ASC 606 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. (N) Long- Lived Assets Long-lived assets and certain identifiable assets related to those assets are periodically reviewed for impairment whenever circumstances and situations change such that there is an indication that the carrying amounts may not be recoverable. If the non-discounted future cash flows of the enterprise are less than their carrying amount, their carrying amounts are reduced to the fair value and an impairment loss recognized. There was no impairment recorded from January 5, 2007 (inception) to December 31, 2018. (O) Reclassifications Certain reclassifications have been made in prior year’s financial statements to conform to classifications used in the current year. (P) Recent Accounting Pronouncements In May 2014, the FASB issued ASC 606, Revenue from Contracts with Customers (“ASC 606”). 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 March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting 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 reporting periods. Early adoption is permitted. The Company adopted ASU 2016-15 as of January 1, 2018. The adoption of ASU 2016-15 did not have an impact on the Company’s consolidated financial statements. 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 re-measured 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 re-characterizes 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 decided to early adopt this ASU 2017-11 and applied it to the convertible notes it issued during the quarter which are reflected in this Form 10Q. Management was not aware of any accounting issued, but not yet effective accounting standards, if currently adopted would have material effect on the consolidated financial statements. |
NOTE 2 GOING CONCERN
NOTE 2 GOING CONCERN | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Substantial Doubt about Going Concern [Text Block] | NOTE 2 GOING CONCERN The Company commenced operations in December 2008. During the year ended December 31, 2018, the Company had a net loss of $3,076,000 and cash used in operations of $653,000. At December 31, 2018, the Company had a working capital deficiency of $2,770,000 and a stockholder deficiency of $2,724,000. This raises substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan. |
NOTE 3 INVENTORY
NOTE 3 INVENTORY | 12 Months Ended |
Dec. 31, 2018 | |
Inventory Disclosure [Abstract] | |
Inventory Disclosure [Text Block] | NOTE 3 INVENTORY The Company had inventory in the following amounts: December 31, 2018 December 31, 2017 Work in Process $ 30,689 $ 24,357 Finished Goods 12,824 34,522 Total Inventory $ 43,513 $ 58,879 |
NOTE 4 PROPERTY AND EQUIPMENT
NOTE 4 PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | NOTE 4 PROPERTY AND EQUIPMENT The estimated useful lives and accumulated depreciation for furniture, equipment and software are as follows: Estimated Useful Life Molds 3 to 7 years December 31, 2018 December 31, 2017 Manufacturing Equipment- Molds $ 70,363 $ 50,963 Accumulated Depreciation (35,917 ) (35,263 ) $ 34,446 $ 15,700 The Company recorded $654 and $0 depreciation expense in 2018 and 2017 as its earlier equipment was fully depreciated. |
NOTE 5 PATENTS
NOTE 5 PATENTS | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure Text Block [Abstract] | |
Intangible Assets Disclosure [Text Block] | NOTE 5 PATENTS The Company capitalizes the initial expense related to establishing the patent by country and then amortizes the expense over the life of the patent, typically 20 years. It then expenses annual filing fees to maintain the patents. The Company regularly reviews the value of the patent in the market place in proportion to the expense it must spend to maintain the patent. The Company has recorded the following patent costs: December 31, 2018 December 31, 2017 Total Patents $ 77,743 $ 77,743 Accumulated Amortization (65,951 ) (61,415 ) Patent costs, net $ 11,792 $ 16,328 The Company recorded amortization expense as follows: Twelve Months Ended December 31, 2018 2017 $ 4,536 $ 2,810 In 2011, the decision was made to not to pay the renewal fees and expedite the amortization of the original patent which expired in 2012. It was also decided to not spend its limited funds in defending the INVO Block patent as it only has value to the Company. The Company continues to pay the annual renewal fees on its active patents. Estimated amortization expense as of December 31, 2018 is as follows: Years ended December 31, 2019 $ 4,536 2020 1,809 2021 1,809 2022 1,809 2023 and thereafter 1,829 Total $ 11,792 |
NOTE 6 CONVERTIBLE NOTES AND NO
NOTE 6 CONVERTIBLE NOTES AND NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure Text Block [Abstract] | |
Long-term Debt [Text Block] | NOTE 6 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 carry 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 on the Company’s financial statements for the six months ended June 30, 2017. $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 for both 2018 and 2017, respectively. The last note was converted in Q1 2017. The related interest for the twelve months ended December 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 three (3) year 5% notes payable. 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 years ended December 31, 2018 and 2017 was $6,586 and $9,586, respectively. 2018 Convertible Notes Payable In April and May 2018, the Company issued convertible notes (the “2018 Convertible Notes”) payable to investors in the aggregate principal amount of $895,000. The 2018 Convertible Notes accrue interest at the rate of 9% per annum which is paid in stock. 2018 Convertible Notes with an aggregate principal amount of $550,000 are due on January 30, 2021, and 2018 Convertible Notes with an aggregate principal amount of $345,000 are due on March 31, 2021. The notes are convertible into shares of common stock at a price of $0.20 per share, provided, that if the Company completes a subsequent equity financing, the holders of the 2018 Convertible Notes can elect to convert the notes in shares of our common stock at a price equal to 75% of the price paid per share in such subsequent equity financing. During the fourth quarter of 2018, three note holders converted their notes with a value of $200,000 into 1,055,415 shares of common stock. The Company calculated a beneficial conversion feature of the 2018 Convertible Notes based on ASU 17-11 in the form of a discount of $895,000; $366,126 of this amount was amortized to interest expense during the twelve months ended December 31, 2018, based on the three year term of the notes. In addition $53,564 of interest was expensed in the year ended December 31, 2018. |
NOTE 7 NOTE PAYABLE AND OTHER R
NOTE 7 NOTE PAYABLE AND OTHER RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | NOTE 7 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; as of the date of this filing he is a Director. Dr. Ranoux had loaned funds to the Company to sustain its operations since January 5, 2007 (inception). Dr. Ranoux’s total original cumulative investment as of December 31, 2008 was $96,462, as of December 31, 2017 and 2016 it is $21,888 (“the Principal Amount”) in INVO Bioscience. On March 26, 2009, the Company and Dr. Ranoux agreed to re-write the agreement to a non-convertible note payable bearing interest at 5% per annum, the term of the note had been extended, and has been extended a couple of additional times, 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 twelve months ended December 31, 2018 the outstanding balance of $21,888 was paid in full including all interest due, in 2017, $0 was 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. During the twelve months ended December 31, 2018 $91,257 was paid against the principal of the loan, in 2017, $0 was repaid on the principal of the loan. The principal balances of the loan was $62,743 and $154,000 as of December 31 2018 and 2017 respectively. The related interest for the twelve months ended December 31, 2018 and 2017 was $15,278 and $4,400 respectively. In December 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 new short term convertible note (“Q211 Note”) payable to James Bowdring in the amount of $50,000. The Note carries a 10% interest rate. The note has a current balance of $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 November 2011, the Company issued a new convertible note (“Q411 Note”) payable to James Bowdring in the amount of $10,000. The Q411 Note carries a 10% interest rate. The Q411 Note is convertible into Common Stock of the Company at a conversion price of $0.01 per share, subject to adjustments. In May 2018, James Bowdring and his children participated in the “2018 Convertible Notes” offerings in the aggregate principal amount of $40,000. The 2018 Convertible Notes accrue interest at the rate of 9% per annum which is paid in stock. These Notes are due on March 31, 2021. The notes are convertible into shares of common stock at a price of $0.20 per share, provided, that if the Company completes a subsequent equity financing, the holders of the 2018 Convertible Notes can elect to convert the notes in shares of our common stock at a price equal to 75% of the price paid per share in such subsequent equity financing. The Company has been renting its 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. The rent expense paid for the twelve months ended December 31, 2018 and 2017 was $5,600 and $4,400 respectively. 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 $2,130 and $4,100 with Superior during 2018 and 2017, respectively. Principal balances of the Related Party loans were as follows: December 31, 2018 December 31, 2017 Claude Ranoux Note $ - $ 21,888 James Bowdring Family - 2011 Notes 35,000 35,000 James Bowdring Family – 2018 Convertible Notes 40,000 - Kathleen Karloff Note 62,743 154,000 Less discount (30,913 ) - Total, net of discount $ 106,830 $ 210,888 Interest expense on the Related Party loans was $21,976 and $11,543 for the years ended December 31, 2018 and 2017, respectively. Accounts payable and accrued liabilities balances include expenses reports for Ms. Karloff, and Mr. Bowdring for expenses they paid for personally related to travel or normal business expenses and are represented in the following table: December 31, 2018 2017 Accounts payable and accrued liabilities $ 1,700 $ 38,000 During the nine months ended September 30, 2018, the Company sold 150,000 shares of common stock at a price of $0.20 per share for proceeds of $30,000 to Charles Mulrey and family, the brother-in-law of Robert J. Bowdring, Director & Acting Chief Financial Officer as part of the recent financing. During the second quarter of 2018, INVO Bioscience settled a commitment it had with one of its Directors, Dr. Kevin Doody for the services he and his team performed prior to and following INVOcell’s FDA clearance related to clinical guidance and support. Dr. Doody and his team performed clinical studies and provided papers, lectures and discussions with regulatory bodies and key opinion leaders in the industry. The Company believes without Dr. Doody’s services and support during his tenure the Company would not be where it is today. The Company issued Dr. Doody 3 million shares of our common stock with a fair value of $1,530,000. |
NOTE 8 STOCKHOLDERS' EQUITY
NOTE 8 STOCKHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2018 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | NOTE 8 STOCKHOLDERS’ EQUITY Twelve Months Ended December 31, 2018 In January and March 2018, pursuant to Section 4(a)(2) of the Securities Act, the Company sold 260,000 shares of common stock to accredited investors in a private placement for cash of $47,000. In January 2018, pursuant to Section 4(a)(2) of the Securities Act, 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, pursuant to Section 4(a)(2) of the Securities Act, the Company issued 352,326 shares of common stock with a fair value of $43,664 to service providers. In April and May 2018, pursuant to Section 4(a)(2) of the Securities Act, the Company issued 340,000 shares of common stock with a fair value of $174,800 to service providers. In May 2018, pursuant to Section 4(a)(2) of the Securities Act, the Company sold 150,000 shares of common stock to accredited investors who are family members of Robert J Bowdring, a Board Member in a private placement for cash of $30,000. In May 2018, pursuant to Section 4(a)(2) of the Securities Act, the Company issued 3,020,000 shares of common stock with a fair value of $1,540,000 to a board member, Dr. Kevin Doody for services previously provided to the Company. In October 2018, pursuant to Section 4(a)(2) of the Securities Act, the Company issued 4,895,076 shares of common stock with a fair value of $1,914,831 to employees and service providers. In November 2018, pursuant to Section 4(a)(2) of the Securities Act, the Company issued 262,080 shares of common stock for conversion of notes payable and accrued interest in the amount of $52,416. In December 2018, pursuant to Section 4(a)(2) of the Securities Act, the Company issued 793,335 shares of common stock for conversion of notes payable and accrued interest in the amount of $158,667. In December 2018, pursuant to Section 4(a)(2) of the Securities Act, the Company issued 887,306 shares of common stock with a fair value of $349,602 to employees and service providers. Twelve Months Ended December 31, 2017 In March 2017, pursuant to Section 4(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(2) of the Securities Act, the Company 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. In April 2017, pursuant to Section 4(2) of the Securities Act, the Company issued 51,750 shares of restricted common stock with a fair value of $17,201 to service providers. In June 2017, pursuant to Section 4(2) of the Securities Act, the Company issued 99,412 shares of restricted common stock with a fair value of $30,898 to service providers. In September 2017, pursuant to Section 4(2) of the Securities Act, the Company issued 133,960 shares of restricted common stock with a fair value of $28,576 to service providers. In September 2017, pursuant to Section 4(2) of the Securities Act, the Company issued 262,500 shares of restricted common stock for cash proceeds of $44,625. In November 2017, pursuant to Section 4(2) of the Securities Act, the Company issued 395,550 shares of restricted common stock with a fair value of $79,215 to service providers. In November 2017, pursuant to Section 4(2) of the Securities Act, the Company issued 55,556 shares of restricted common stock for cash proceeds of $10,000. |
NOTE 9 STOCK OPTIONS AND WARRAN
NOTE 9 STOCK OPTIONS AND WARRANTS | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure Text Block Supplement [Abstract] | |
Shareholders' Equity and Share-based Payments [Text Block] | NOTE 9 STOCK OPTIONS AND WARRANTS Stock Options As of December 31, 2018 and 2017, the Company does not have any outstanding or committed and unissued stock options. Warrants As of December 31, 2018 and 2017, the Company does not have any outstanding or committed and unissued warrants. |
NOTE 10 INCOME TAXES
NOTE 10 INCOME TAXES | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | NOTE 10 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 are as of December 31 are as follows: December 31, 2018 December 31, 2017 Total deferred tax assets $ 4,124,000 $ 3,730,000 Less valuation allowance (4,124,000 ) (3,730,000 ) Total deferred tax liabilities - - Net deferred tax asset (liability) $ - $ - Those amounts have been presented in the company’s financial statements as of December 31, as follows: December 31, 2018 2017 Deferred tax asset $ - $ - Deferred tax liability - - Net deferred tax asset (liability) $ - $ - The company has a loss carry forward of $9.6 million that may be offset against future taxable income. On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cut and Jobs Act (the “Tax Act”). The Tax Act establishes new tax laws that affects 2018 and future years, including a reduction in the U.S. federal corporate income tax rate to 21%, effective January 1, 2018. For certain deferred tax assets and deferred tax liabilities, we have recorded a provisional decrease of $1,680,000, with a corresponding net adjustment to valuation allowance of $1,680,000 as of December 31, 2017. 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 11 COMMITMENTS AND CONTING
NOTE 11 COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | NOTE 11 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 INVO Bioscience, Inc., and two of its directors have been, since 2010, defending litigation brought by investors in an alleged predecessor of INVO Bioscience. On March 24, 2010, INVO Bioscience, Inc. and its corporate affiliate, Bio X Cell, Inc., Claude Ranoux, and Kathleen Karloff were served an Amended Complaint, the original of which was filed on December 31, 2009 at the Suffolk Superior Court Business Litigation Session by two terminated employees of Medelle Corporation (also named as a co-defendant but no longer active), who are also attorneys, and a former investor in and creditor of Medelle. These plaintiffs allege various claims of wrongdoing relating to the sale of assets of Medelle to Dr. Ranoux. Plaintiffs claim that Dr. Ranoux, Ms. Karloff, and Medelle (and therefore INVO Bioscience as an alleged successor corporation) violated alleged duties owed to plaintiffs in connection with the sale. Separate claims were also alleged against INVO Bioscience. 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 but they have expired. The Company in the in the process of drafting new agreements for all of its key personnel. 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 12 CONTRACTS WITH CUSTOMER
NOTE 12 CONTRACTS WITH CUSTOMERS | 12 Months Ended |
Dec. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contract with Customer [Text Block] | NOTE 12 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. Domestic Distributors – direct sales of products 3. International Distributors – direct sales of products. For the year ended December 31, 2018 the primary source of our revenue was from Domestic Physicians, the Company had $61,000 in shipments to its Domestic Distributor 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 13 SUBSEQUENT EVENTS
NOTE 13 SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | NOTE 1 3 SUBSEQUENT EVENTS On January 14, 2019, the Company consummated the transactions contemplated by its previously reported Distribution Agreement with Ferring International Center S.A. (“Ferring”), dated November 12, 2018. At the closing, the Company received its initial $5,000,000 license fee. Pursuant to the Distribution Agreement, among other things, the Company granted to Ferring an exclusive license in the United States with rights to sublicense under patents related to the Company’s proprietary intravaginal culture device known as INVOcell™, together with the retention device and any other applicable accessories to market, promote, distribute and sell the Licensed Product with respect to all therapeutic, prophylactic and diagnostic uses of medical devices or pharmaceutical products involving reproductive technology (including infertility treatment) in humans. Ferring is responsible, at its own cost, for all commercialization activities for the Licensed Product in humans in the U.S. The Company does retain a limited exception to the exclusive license granted to Ferring allowing the Company, subject to certain restrictions, to establish up to five clinics that will commercialize INVO cycles in the U.S.. The Company retains all commercialization rights for the Licensed Product outside of the United States. In January 2019 we hired Mr. Michael Campbell as COO and VP of Business Development. Mr. Campbell has been on our Board of Directors for the past sixteen months. He has over 20 years in the infertility market most recently with Cooper Surgical as the VP of the IVF America division and previously in the position of VP of the international IVF market. In January 2019, pursuant to Section 4(a)(2) of the Securities Act, the Company issued 60,000 shares of restricted common stock with a fair value of $26,600 to service providers for services performed. In February 2019, pursuant to Section 4(a)(2) of the Securities Act, the Company issued 268,615 shares of restricted common stock with a fair value of $53,168 in connection with the conversion of a note payable and accrued interest. In March 2019 the Company decided to change its stock transfer agent from Island Stock Transfer Company to Transfer Online, Inc. https://www.transferonline.com/ as Island is no longer able to meet the needs of INVO Bioscience. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation (Share Exchange and Corporate Structure) On December 5, 2008, the Company completed a share exchange with Emy’s Salsa Aji Distribution Company, Inc. (“Emy’s”), a publicly registered shell corporation with no significant assets or operations. Emy’s was incorporated on July 11, 2005, under the laws of the State of Nevada under the name Certiorari Corp. In connection with the share exchange, INVO Bioscience became Emy’s wholly-owned subsidiary and the INVO Bioscience shareholders acquired control of Emy’s. The Company accounted for the transaction as a recapitalization and the Company is the surviving entity. In connection with the share exchange, Emy’s shareholders retained 14,937,500 shares. Effective with the Agreement, all previously outstanding shares of Common Stock owned by the Company’s shareholders were exchanged for an aggregate of 38,307,500 shares of Emy’s common stock. Effective with the Agreement, Emy’s changed its name to INVO Bioscience, Inc. All references to “Common Stock,” “share” and “per share” amounts have been retroactively restated to reflect the exchange ratio of 357.0197 shares of INVO Bioscience Common Stock for one share of Emy’s common stock outstanding immediately prior to the merger as if the exchange had taken place as of the beginning of the earliest period presented. The accompanying consolidated financial statements present the historical financial condition, results of operations and cash flows of the Company prior to the merger with Emys. The accompanying consolidated financial statements present on a consolidated basis the accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates In preparing financial statements in conformity with generally accepted accounting principles, management is required 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 financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates. |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. The Company had the amounts of cash and cash equivalents on its balance sheets as of December 31, 2018 and 2017 of $212,243 and $25,759, respectively. |
Inventory, Policy [Policy Text Block] | Inventory Inventories consist of work in process (WIP) and finished products and are stated at the lower of cost or market; using the first-in, first-out (FIFO) method as a cost flow convention. |
Property, Plant and Equipment, Policy [Policy Text Block] | Property and Equipment The Company records property and equipment at cost. Depreciation and amortization are provided using the straight-line method over the estimated economic lives of the assets, which are from 3 to 7 years. The Company capitalizes the expenditures for major renewals and improvements that extend the useful lives of property and equipment. Expenditures for maintenance and repairs are charged to expense as incurred. The Company reviews the carrying value of long-lived assets for impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of long-lived assets is measured by a comparison of its carrying amount to the undiscounted cash flows that the asset or asset group is expected to generate. If such assets are considered impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the property, if any, exceeds its fair market value. |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Stock Based Compensation The Company accounts for stock-based compensation under the provisions of Accounting Standards Codification subtopic 718-10, Compensation (“ASC 718-10”). This statement requires the Company to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. That cost is recognized over the period in which the employee is required to provide service in exchange for the award, which is usually the vesting period. |
Earnings Per Share, Policy [Policy Text Block] | Loss Per Share Basic loss per share calculations are computed by dividing income (loss) available to common shareholders by the weighted-average number of common shares outstanding. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include securities or other contracts to issue common stock that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The Company’s diluted loss per share is the same as the basic loss per share for the years ended December 31, 2018 and 2017, as the inclusion of any potential shares would have had an anti-dilutive effect due to the Company generating a loss. Twelve Months Ended December 31, 2018 2017 Loss to common shareholders (Numerator) $ (3,076,091 ) $ (702,163 ) Basic and diluted weighted-average number of common shares outstanding (Denominator) 147,333,051 141,305,050 The Company has excluded the following dilutive securities from the calculation of fully-diluted shares outstanding because the result would have been anti-dilutive: Twelve Months Ended December 31, 2018 2017 Effect of dilutive common stock equivalents: Convertible notes and interest 6,020,200 3,391,300 Total 6,020,200 3,391,300 |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value of Financial Instruments ASC 825-10-50, “Disclosures about Fair Value of Financial Instruments,” (formerly SFAS No. 107) requires disclosure of the fair value of certain financial instruments. The carrying value of cash and cash equivalents, accounts payable and borrowings, as reflected in the balance sheets, approximate fair value because of the short-term maturity of these instruments. Effective January 1, 2008, the Company adopted ASC 820-10, “Fair Value Measurements” (SFAS 157), which provides a framework for measuring fair value under GAAP. ASC 820-10 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820-10 requires that valuation techniques maximize the use of observable inputs and minimize the use of unobservable inputs. |
Income Tax, Policy [Policy Text Block] | Income Taxes The Company accounts for income taxes under the ASC 740-10-05, “Accounting for Income Taxes” (SFAS 109). Under ASC 740-10, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740-10, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. On December 22, 2017, the Tax Cuts and Jobs Act (TCJA) was signed into law by the President of the United States. TCJA is a tax reform act that among other things, reduced corporate tax rates to 21 percent effective January 1, 2018. FASB ASC 740, Income Taxes |
Segment Reporting, Policy [Policy Text Block] | Business Segments The Company operates in one segment and therefore segment information is not presented. |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentration of Credit Risk Cash includes amounts deposited in financial institutions in excess of insurable Federal Deposit Insurance Corporation (FDIC) limits. As of December 31, 2018, the Company had no cash balances in excess of FDIC limits. |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition The Company will recognize revenue on arrangements in accordance with ASC 606 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. |
Impairment or Disposal of Long-Lived Assets, Including Intangible Assets, Policy [Policy Text Block] | Long- Lived Assets Long-lived assets and certain identifiable assets related to those assets are periodically reviewed for impairment whenever circumstances and situations change such that there is an indication that the carrying amounts may not be recoverable. If the non-discounted future cash flows of the enterprise are less than their carrying amount, their carrying amounts are reduced to the fair value and an impairment loss recognized. There was no impairment recorded from January 5, 2007 (inception) to December 31, 2018. |
Reclassification, Policy [Policy Text Block] | Reclassifications Certain reclassifications have been made in prior year’s financial statements to conform to classifications used in the current year. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements In May 2014, the FASB issued ASC 606, Revenue from Contracts with Customers (“ASC 606”). 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 March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting 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 reporting periods. Early adoption is permitted. The Company adopted ASU 2016-15 as of January 1, 2018. The adoption of ASU 2016-15 did not have an impact on the Company’s consolidated financial statements. 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 re-measured 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 re-characterizes 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 decided to early adopt this ASU 2017-11 and applied it to the convertible notes it issued during the quarter which are reflected in this Form 10Q. Management was not aware of any accounting issued, but not yet effective accounting standards, if currently adopted would have material effect on the consolidated financial statements. |
NOTE 1 SUMMARY OF SIGNIFICANT_2
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | The Company’s diluted loss per share is the same as the basic loss per share for the years ended December 31, 2018 and 2017, as the inclusion of any potential shares would have had an anti-dilutive effect due to the Company generating a loss. Twelve Months Ended December 31, 2018 2017 Loss to common shareholders (Numerator) $ (3,076,091 ) $ (702,163 ) Basic and diluted weighted-average number of common shares outstanding (Denominator) 147,333,051 141,305,050 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | The Company has excluded the following dilutive securities from the calculation of fully-diluted shares outstanding because the result would have been anti-dilutive: Twelve Months Ended December 31, 2018 2017 Effect of dilutive common stock equivalents: Convertible notes and interest 6,020,200 3,391,300 Total 6,020,200 3,391,300 |
NOTE 3 INVENTORY (Tables)
NOTE 3 INVENTORY (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current [Table Text Block] | The Company had inventory in the following amounts: December 31, 2018 December 31, 2017 Work in Process $ 30,689 $ 24,357 Finished Goods 12,824 34,522 Total Inventory $ 43,513 $ 58,879 |
NOTE 4 PROPERTY AND EQUIPMENT (
NOTE 4 PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
NOTE 4 PROPERTY AND EQUIPMENT (Tables) [Line Items] | |
Property, Plant and Equipment [Table Text Block] | December 31, 2018 December 31, 2017 Manufacturing Equipment- Molds $ 70,363 $ 50,963 Accumulated Depreciation (35,917 ) (35,263 ) $ 34,446 $ 15,700 |
Estimated Useful Life [Member] | |
NOTE 4 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: Estimated Useful Life Molds 3 to 7 years |
NOTE 5 PATENTS (Tables)
NOTE 5 PATENTS (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure Text Block [Abstract] | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | The Company has recorded the following patent costs: December 31, 2018 December 31, 2017 Total Patents $ 77,743 $ 77,743 Accumulated Amortization (65,951 ) (61,415 ) Patent costs, net $ 11,792 $ 16,328 |
Finite-lived Intangible Assets Amortization Expense [Table Text Block] | The Company recorded amortization expense as follows: Twelve Months Ended December 31, 2018 2017 $ 4,536 $ 2,810 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Estimated amortization expense as of December 31, 2018 is as follows: Years ended December 31, 2019 $ 4,536 2020 1,809 2021 1,809 2022 1,809 2023 and thereafter 1,829 Total $ 11,792 |
NOTE 7 NOTE PAYABLE AND OTHER_2
NOTE 7 NOTE PAYABLE AND OTHER RELATED PARTY TRANSACTIONS (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions [Table Text Block] | Principal balances of the Related Party loans were as follows: December 31, 2018 December 31, 2017 Claude Ranoux Note $ - $ 21,888 James Bowdring Family - 2011 Notes 35,000 35,000 James Bowdring Family – 2018 Convertible Notes 40,000 - Kathleen Karloff Note 62,743 154,000 Less discount (30,913 ) - Total, net of discount $ 106,830 $ 210,888 |
Schedule of Accounts Payable and Accrued Liabilities [Table Text Block] | Accounts payable and accrued liabilities balances include expenses reports for Ms. Karloff, and Mr. Bowdring for expenses they paid for personally related to travel or normal business expenses and are represented in the following table: December 31, 2018 2017 Accounts payable and accrued liabilities $ 1,700 $ 38,000 |
NOTE 10 INCOME TAXES (Tables)
NOTE 10 INCOME TAXES (Tables) | 12 Months Ended |
Dec. 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 are as of December 31 are as follows: December 31, 2018 December 31, 2017 Total deferred tax assets $ 4,124,000 $ 3,730,000 Less valuation allowance (4,124,000 ) (3,730,000 ) Total deferred tax liabilities - - Net deferred tax asset (liability) $ - $ - |
Schedule of Deferred Tax Assets and Liabilities Reported in Financial Statements [Table Text Block] | Those amounts have been presented in the company’s financial statements as of December 31, as follows: December 31, 2018 2017 Deferred tax asset $ - $ - Deferred tax liability - - Net deferred tax asset (liability) $ - $ - |
NOTE 1 SUMMARY OF SIGNIFICANT_3
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION (Details) | Dec. 22, 2017 | Dec. 05, 2008$ / sharesshares | Nov. 30, 2017shares | Sep. 30, 2017shares | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) |
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION (Details) [Line Items] | |||||||
Stock Issued During Period, Shares, New Issues | 55,556 | 262,500 | |||||
Cash and Cash Equivalents, at Carrying Value | $ | $ 212,243 | $ 25,759 | $ 152,404 | ||||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | ||||||
Number of Reportable Segments | 1 | ||||||
Minimum [Member] | |||||||
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION (Details) [Line Items] | |||||||
Property, Plant and Equipment, Estimated Useful Lives | 3 | ||||||
Maximum [Member] | |||||||
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION (Details) [Line Items] | |||||||
Property, Plant and Equipment, Estimated Useful Lives | 7 years | ||||||
Emy's Salsa Aji Distribution Company, Inc. ("Emy's") [Member] | |||||||
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION (Details) [Line Items] | |||||||
Share Exchange, Number of Shares Retained | 14,937,500 | ||||||
Stock Issued During Period, Shares, New Issues | 38,307,500 | ||||||
Share Exchange Ratio | $ / shares | $ 357.0197 |
NOTE 1 SUMMARY OF SIGNIFICANT
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION (Details) - Schedule of Earnings Per Share, Basic and Diluted - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Schedule of Earnings Per Share, Basic and Diluted [Abstract] | ||
Loss to common shareholders (Numerator) | $ (3,076,091) | $ (702,163) |
Basic and diluted weighted-average number of common shares outstanding (Denominator) | 147,333,051 | 141,305,050 |
NOTE 1 SUMMARY OF SIGNIFICAN_2
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION (Details) - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share - shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 6,020,200 | 3,391,300 |
Convertible Debt Securities [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 6,020,200 | 3,391,300 |
NOTE 2 GOING CONCERN (Details)
NOTE 2 GOING CONCERN (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Net Income (Loss) Attributable to Parent | $ (3,076,091) | $ (702,163) | |
Net Cash Provided by (Used in) Operating Activities | (652,971) | (181,270) | |
Working Capital (Deficit) | (2,770,000) | ||
Stockholders' Equity Attributable to Parent | $ (2,724,223) | $ (4,992,112) | $ (4,617,646) |
NOTE 3 INVENTORY (Details) -
NOTE 3 INVENTORY (Details) - Schedule of Inventory, Current - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Schedule of Inventory, Current [Abstract] | ||
Work in Process | $ 30,689 | $ 24,357 |
Finished Goods | 12,824 | 34,522 |
Total Inventory | $ 43,513 | $ 58,879 |
NOTE 4 PROPERTY AND EQUIPMENT_2
NOTE 4 PROPERTY AND EQUIPMENT (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 654 | $ 0 |
NOTE 4 PROPERTY AND EQUIPMENT
NOTE 4 PROPERTY AND EQUIPMENT (Details) - Property, Plant and Equipment, Estimated Useful Life | 12 Months Ended |
Dec. 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 4 PROPERTY AND EQUIPMEN_2
NOTE 4 PROPERTY AND EQUIPMENT (Details) - Property, Plant and Equipment - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Line Items] | ||
$ 34,446 | $ 15,700 | |
Tools, Dies and Molds [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Manufacturing Equipment- Molds | 70,363 | 50,963 |
Accumulated Depreciation | $ (35,917) | $ (35,263) |
NOTE 5 PATENTS (Details) - Sch
NOTE 5 PATENTS (Details) - Schedule of Finite-Lived Intangible Assets - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Schedule of Finite-Lived Intangible Assets [Abstract] | ||
Total Patents | $ 77,743 | $ 77,743 |
Accumulated Amortization | (65,951) | (61,415) |
Patent costs, net | $ 11,792 | $ 16,328 |
NOTE 5 PATENTS (Details) - Fin
NOTE 5 PATENTS (Details) - Finite-lived Intangible Assets Amortization Expense - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Finite-lived Intangible Assets Amortization Expense [Abstract] | ||
Amortization expense | $ 4,536 | $ 2,810 |
NOTE 5 PATENTS (Details) - S_2
NOTE 5 PATENTS (Details) - Schedule of Finite-Lived Intangible Assets, Future Amortization Expense - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Abstract] | ||
2019 | $ 4,536 | |
2020 | 1,809 | |
2021 | 1,809 | |
2022 | 1,809 | |
2023 and thereafter | 1,829 | |
Total | $ 11,792 | $ 16,328 |
NOTE 6 CONVERTIBLE NOTES AND _2
NOTE 6 CONVERTIBLE NOTES AND NOTES PAYABLE (Details) | May 31, 2018USD ($)$ / shares | Dec. 31, 2018USD ($)shares | Nov. 30, 2018USD ($)shares | May 31, 2018USD ($)$ / shares | Mar. 31, 2017USD ($)shares | Aug. 31, 2016USD ($) | Dec. 31, 2018USD ($)shares | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2009USD ($)$ / sharesshares | May 31, 2015USD ($) | May 31, 2010USD ($) |
NOTE 6 CONVERTIBLE NOTES AND NOTES PAYABLE (Details) [Line Items] | ||||||||||||
Debt Instrument, Face Amount | $ 40,000 | $ 40,000 | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 9.00% | 9.00% | ||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ / shares | $ 0.20 | $ 0.20 | ||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | The notes are convertible into shares of common stock at a price of $0.20 per share, provided, that if the Company completes a subsequent equity financing, the holders of the 2018 Convertible Notes can elect to convert the notes in shares of our common stock at a price equal to 75% of the price paid per share in such subsequent equity financing | |||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 895,000 | $ 0 | ||||||||||
Debt Instrument, Unamortized Discount | $ 30,913 | $ 30,913 | 30,913 | 0 | ||||||||
Debt Conversion, Original Debt, Amount | $ 158,667 | $ 52,416 | 211,083 | 57,940 | ||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares | 793,335 | 262,080 | ||||||||||
Gain (Loss) on Extinguishment of Debt | $ (40,869) | 0 | (40,869) | |||||||||
Amortization of Debt Discount (Premium) | 366,126 | |||||||||||
Bridge Note [Member] | ||||||||||||
NOTE 6 CONVERTIBLE NOTES AND NOTES PAYABLE (Details) [Line Items] | ||||||||||||
Debt Conversion, Original Debt, Amount | $ 10,000 | |||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares | 341,000 | |||||||||||
Gain (Loss) on Extinguishment of Debt | $ (40,869) | |||||||||||
Converted Account Payable to Promissory Note [Member] | ||||||||||||
NOTE 6 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 | |||||||||||
Note Payable, Long Time Vendor [Member] | ||||||||||||
NOTE 6 CONVERTIBLE NOTES AND NOTES PAYABLE (Details) [Line Items] | ||||||||||||
Interest Expense, Debt | 9,586 | 6,586 | ||||||||||
The 2018 Convertible Notes [Member] | ||||||||||||
NOTE 6 CONVERTIBLE NOTES AND NOTES PAYABLE (Details) [Line Items] | ||||||||||||
Debt Instrument, Face Amount | $ 895,000 | $ 895,000 | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 9.00% | 9.00% | ||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ / shares | $ 0.20 | $ 0.20 | ||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | shares of common stock at a price of $0.20 per share, provided, that if the Company completes a subsequent equity financing, the holders of the 2018 Convertible Notes can elect to convert the notes in shares of our common stock at a price equal to 75% of the price paid per share in such subsequent equity financing | |||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 895,000 | |||||||||||
Debt Conversion, Original Debt, Amount | $ 200,000 | |||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares | 1,055,415 | |||||||||||
Interest Expense, Debt | 53,564 | |||||||||||
Number of Note Holders | 3 | |||||||||||
Amortization of Debt Discount (Premium) | 366,126 | |||||||||||
The 2018 Convertible Notes, Due January 30, 2021 [Member] | ||||||||||||
NOTE 6 CONVERTIBLE NOTES AND NOTES PAYABLE (Details) [Line Items] | ||||||||||||
Convertible Notes Payable | 550,000 | $ 550,000 | ||||||||||
The 2018 Convertible Notes, Due March 31, 2021 [Member] | ||||||||||||
NOTE 6 CONVERTIBLE NOTES AND NOTES PAYABLE (Details) [Line Items] | ||||||||||||
Convertible Notes Payable | $ 345,000 | $ 345,000 | ||||||||||
Convertible Debt [Member] | ||||||||||||
NOTE 6 CONVERTIBLE NOTES AND NOTES PAYABLE (Details) [Line Items] | ||||||||||||
Convertible Debt, Current | $ 0 | $ 0 | 0 | 2,018 | ||||||||
Convertible Debt [Member] | Bridge Note [Member] | ||||||||||||
NOTE 6 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) | $ / shares | $ 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) | shares | 5,750,000 | |||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ / shares | $ 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 6 CONVERTIBLE NOTES AND NOTES PAYABLE (Details) [Line Items] | ||||||||||||
Derivative Liability, Current | $ 545,000 | |||||||||||
Minimum [Member] | Convertible Debt [Member] | Bridge Note [Member] | ||||||||||||
NOTE 6 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 6 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 6 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 6 CONVERTIBLE NOTES AND NOTES PAYABLE (Details) [Line Items] | ||||||||||||
Debt Instrument, Unamortized Discount | $ 393,174 |
NOTE 7 NOTE PAYABLE AND OTHER_3
NOTE 7 NOTE PAYABLE AND OTHER RELATED PARTY TRANSACTIONS (Details) - USD ($) | Dec. 28, 2009 | Mar. 26, 2009 | May 31, 2018 | Apr. 30, 2018 | Nov. 30, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Apr. 30, 2017 | Mar. 31, 2017 | May 31, 2009 | Sep. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2011 | Nov. 30, 2011 | Apr. 30, 2011 | Mar. 05, 2009 |
NOTE 7 NOTE PAYABLE AND OTHER RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||||||||
Due to Related Parties, Current | $ 9,087 | $ 0 | |||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 9.00% | ||||||||||||||||||||
Debt Instrument, Maturity Date | Mar. 31, 2021 | ||||||||||||||||||||
Repayments of Related Party Debt | 113,145 | 0 | |||||||||||||||||||
Debt Instrument, Face Amount | $ 40,000 | ||||||||||||||||||||
Notes Payable, Related Parties | 106,830 | 210,888 | |||||||||||||||||||
Interest Expense, Related Party | 21,976 | 11,543 | |||||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 0.20 | ||||||||||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | The notes are convertible into shares of common stock at a price of $0.20 per share, provided, that if the Company completes a subsequent equity financing, the holders of the 2018 Convertible Notes can elect to convert the notes in shares of our common stock at a price equal to 75% of the price paid per share in such subsequent equity financing | ||||||||||||||||||||
Stock Issued During Period, Shares, New Issues (in Shares) | 55,556 | 262,500 | |||||||||||||||||||
Proceeds from Issuance of Common Stock | 47,000 | 54,625 | |||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services (in Shares) | 340,000 | 395,550 | 133,960 | 99,412 | 51,750 | 196,000 | 352,326 | ||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 174,800 | $ 79,215 | $ 28,576 | $ 30,898 | $ 17,201 | $ 59,242 | $ 43,664 | 1,843,664 | 215,132 | ||||||||||||
President, Director, and Chief Scientific Officer [Member] | |||||||||||||||||||||
NOTE 7 NOTE PAYABLE AND OTHER RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||||||||
Due to Related Parties, Current | 96,462 | $ 21,888 | |||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | ||||||||||||||||||||
Debt Instrument, Maturity Date | Oct. 31, 2018 | ||||||||||||||||||||
Repayments of Related Party Debt | 21,888 | 0 | |||||||||||||||||||
Chief Executive Officer [Member] | |||||||||||||||||||||
NOTE 7 NOTE 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 | ||||||||||||||||||||
Repayments of Related Party Debt | 91,257 | 0 | |||||||||||||||||||
Debt Instrument, Face Amount | $ 75,000 | ||||||||||||||||||||
Proceeds from Related Party Debt | $ 13,000 | $ 66,000 | |||||||||||||||||||
Notes Payable, Related Parties | 62,743 | 154,000 | |||||||||||||||||||
Interest Expense, Related Party | 15,278 | 4,400 | |||||||||||||||||||
Immediate Family Member of Management or Principal Owner [Member] | |||||||||||||||||||||
NOTE 7 NOTE PAYABLE AND OTHER RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | 10.00% | |||||||||||||||||||
Debt Instrument, Face Amount | $ 100,000 | $ 10,000 | $ 50,000 | ||||||||||||||||||
Notes Payable, Related Parties | $ 25,000 | ||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross (in Shares) | 666,667 | ||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 0.03 | $ 0.01 | |||||||||||||||||||
Immediate Family Member of Management or Principal Owner [Member] | Building [Member] | |||||||||||||||||||||
NOTE 7 NOTE PAYABLE AND OTHER RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||||||||
Operating Leases, Rent Expense | 5,600 | 4,400 | |||||||||||||||||||
Related Party Transaction, Expenses from Transactions with Related Party | $ 2,130 | $ 4,100 | |||||||||||||||||||
Charles Mulrey and Family [Member] | |||||||||||||||||||||
NOTE 7 NOTE PAYABLE AND OTHER RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||||||||
Stock Issued During Period, Shares, New Issues (in Shares) | 150,000 | ||||||||||||||||||||
Sale of Stock, Price Per Share (in Dollars per share) | $ 0.20 | ||||||||||||||||||||
Proceeds from Issuance of Common Stock | $ 30,000 | ||||||||||||||||||||
One of Directors, Dr. Kevin Doody [Member] | Restricted Stock [Member] | |||||||||||||||||||||
NOTE 7 NOTE PAYABLE AND OTHER RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services (in Shares) | 3,020,000 | 3,000,000 | |||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 1,540,000 | $ 1,530,000 |
NOTE 7 NOTE PAYABLE AND OTHER
NOTE 7 NOTE PAYABLE AND OTHER RELATED PARTY TRANSACTIONS (Details) - Schedule of Related Party Transactions - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2015 |
Related Party Transaction [Line Items] | |||
Related Party Loans | $ 106,830 | $ 210,888 | |
Less discount | (30,913) | 0 | |
Director [Member] | |||
Related Party Transaction [Line Items] | |||
Related Party Loans | 0 | 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 | 62,743 | 154,000 | |
2011 Notes [Member] | Immediate Family Member of Management or Principal Owner [Member] | |||
Related Party Transaction [Line Items] | |||
Related Party Loans | 35,000 | 35,000 | |
The 2018 Convertible Notes [Member] | Immediate Family Member of Management or Principal Owner [Member] | |||
Related Party Transaction [Line Items] | |||
Related Party Loans | $ 40,000 | $ 0 |
NOTE 7 NOTE PAYABLE AND OTHE_2
NOTE 7 NOTE PAYABLE AND OTHER RELATED PARTY TRANSACTIONS (Details) - Schedule of Accounts Payable and Accrued Liabilities - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Schedule of Accounts Payable and Accrued Liabilities [Abstract] | ||
Accounts payable and accrued liabilities | $ 1,700 | $ 38,000 |
NOTE 8 STOCKHOLDERS' EQUITY (De
NOTE 8 STOCKHOLDERS' EQUITY (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | 67 Months Ended | ||||||||||||
Dec. 31, 2018 | Nov. 30, 2018 | Oct. 31, 2018 | May 31, 2018 | Apr. 30, 2018 | Jan. 31, 2018 | Nov. 30, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Apr. 30, 2017 | Mar. 31, 2017 | Sep. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | May 31, 2015 | |
NOTE 8 STOCKHOLDERS' EQUITY (Details) [Line Items] | ||||||||||||||||
Stock Issued During Period, Shares, New Issues (in Shares) | 55,556 | 262,500 | ||||||||||||||
Proceeds from Issuance of Common Stock | $ 47,000 | $ 54,625 | ||||||||||||||
Stock Issued During Period, Shares, Share-based Compensation, Gross (in Shares) | 887,306 | 4,895,076 | ||||||||||||||
Stock Issued During Period, Value, Share-based Compensation, Gross | $ 349,602 | $ 1,914,831 | ||||||||||||||
Stock Issued During Period, Shares, Issued for Services (in Shares) | 340,000 | 395,550 | 133,960 | 99,412 | 51,750 | 196,000 | 352,326 | |||||||||
Stock Issued During Period, Value, Issued for Services | $ 174,800 | $ 79,215 | $ 28,576 | $ 30,898 | $ 17,201 | $ 59,242 | $ 43,664 | 1,843,664 | 215,132 | |||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 793,335 | 262,080 | ||||||||||||||
Debt Conversion, Original Debt, Amount | $ 158,667 | $ 52,416 | 211,083 | 57,940 | ||||||||||||
Gain (Loss) on Extinguishment of Debt | $ (40,869) | 0 | (40,869) | |||||||||||||
Stock Issued During Period, Value, New Issues | $ 10,000 | $ 44,625 | $ 77,000 | $ 54,625 | ||||||||||||
Restricted Stock [Member] | One of Directors, Dr. Kevin Doody [Member] | ||||||||||||||||
NOTE 8 STOCKHOLDERS' EQUITY (Details) [Line Items] | ||||||||||||||||
Stock Issued During Period, Shares, Issued for Services (in Shares) | 3,020,000 | 3,000,000 | ||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 1,540,000 | $ 1,530,000 | ||||||||||||||
Bridge Note [Member] | ||||||||||||||||
NOTE 8 STOCKHOLDERS' EQUITY (Details) [Line Items] | ||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 341,000 | |||||||||||||||
Debt Conversion, Original Debt, Amount | $ 10,000 | |||||||||||||||
Gain (Loss) on Extinguishment of Debt | $ (40,869) | |||||||||||||||
Convertible Debt [Member] | Bridge Note [Member] | ||||||||||||||||
NOTE 8 STOCKHOLDERS' EQUITY (Details) [Line Items] | ||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 535,000 | |||||||||||||||
Investors [Member] | Principal [Member] | ||||||||||||||||
NOTE 8 STOCKHOLDERS' EQUITY (Details) [Line Items] | ||||||||||||||||
Stock Issued During Period, Shares, New Issues (in Shares) | 260,000 | |||||||||||||||
Investors [Member] | Convertible Debt [Member] | ||||||||||||||||
NOTE 8 STOCKHOLDERS' EQUITY (Details) [Line Items] | ||||||||||||||||
Proceeds from Issuance of Common Stock | $ 47,000 | |||||||||||||||
Management and Board Members [Member] | ||||||||||||||||
NOTE 8 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 | |||||||||||||||
Private Placement [Member] | Restricted Stock [Member] | Immediate Family Member of Management or Principal Owner [Member] | ||||||||||||||||
NOTE 8 STOCKHOLDERS' EQUITY (Details) [Line Items] | ||||||||||||||||
Stock Issued During Period, Shares, New Issues (in Shares) | 150,000 | |||||||||||||||
Proceeds from Issuance or Sale of Equity | $ 30,000 |
NOTE 10 INCOME TAXES (Details)
NOTE 10 INCOME TAXES (Details) - USD ($) | Dec. 22, 2017 | Dec. 31, 2018 | Dec. 31, 2017 |
Income Tax Disclosure [Abstract] | |||
Operating Loss Carryforwards | $ 9,600,000 | ||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | ||
Income Tax Expense (Benefit) | $ (1,680,000) | 0 | $ 0 |
Deferred Tax Assets, Valuation Allowance | $ 1,680,000 | $ 4,124,000 | $ 3,730,000 |
NOTE 10 INCOME TAXES (Details
NOTE 10 INCOME TAXES (Details) - Schedule of Deferred Tax Assets and Liabilities - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 22, 2017 | Dec. 31, 2016 |
Schedule of Deferred Tax Assets and Liabilities [Abstract] | ||||
Total deferred tax assets | $ 4,124,000 | $ 3,730,000 | ||
Less valuation allowance | (4,124,000) | (3,730,000) | $ (1,680,000) | |
Total deferred tax liabilities | 0 | 0 | ||
Net deferred tax asset (liability) | $ 0 | $ 0 | $ 0 |
NOTE 10 INCOME TAXES (Detai_2
NOTE 10 INCOME TAXES (Details) - Schedule of Deferred Tax Assets and Liabilities Reported in Financial Statements - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Schedule of Deferred Tax Assets and Liabilities Reported in Financial Statements [Abstract] | |||
Deferred tax asset | $ 0 | $ 0 | |
Deferred tax liability | 0 | 0 | |
Net deferred tax asset (liability) | $ 0 | $ 0 | $ 0 |
NOTE 12 CONTRACTS WITH CUSTOM_2
NOTE 12 CONTRACTS WITH CUSTOMERS (Details) | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contract with Customer, Including Assessed Tax | $ 61,000 |
NOTE 13 SUBSEQUENT EVENTS (Deta
NOTE 13 SUBSEQUENT EVENTS (Details) - Subsequent Event [Member] - USD ($) | Feb. 28, 2019 | Jan. 14, 2019 | Jan. 31, 2019 |
NOTE 13 SUBSEQUENT EVENTS (Details) [Line Items] | |||
Proceeds from License Fees Received | $ 5,000,000 | ||
Stock Issued During Period, Shares, Issued for Services (in Shares) | 60,000 | ||
Stock Issued During Period, Value, Issued for Services | $ 26,600 | ||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 268,615 | ||
Debt Conversion, Original Debt, Amount | $ 53,168 |