Document and Entity Information
Document and Entity Information - USD ($) | Apr. 16, 2018 | Dec. 31, 2017 | Jun. 30, 2017 |
Details | |||
Registrant Name | THERAPEUTIC SOLUTIONS INTERNATIONAL, INC. | ||
Registrant CIK | 1,419,051 | ||
SEC Form | 10-K | ||
Period End date | Dec. 31, 2017 | ||
Fiscal Year End | --12-31 | ||
Trading Symbol | tsoi | ||
Tax Identification Number (TIN) | 451,226,465 | ||
Number of common stock shares outstanding | 832,801,713 | ||
Public Float | $ 1,491,152 | ||
Filer Category | Smaller Reporting Company | ||
Current with reporting | Yes | ||
Voluntary filer | No | ||
Well-known Seasoned Issuer | No | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Entity Incorporation, State Country Name | Nevada | ||
Entity Address, Address Line One | 4093 Oceanside Boulevard, Suite B | ||
Entity Address, City or Town | Oceanside | ||
Entity Address, State or Province | California | ||
Entity Address, Postal Zip Code | 92,056 | ||
City Area Code | (760) | ||
Local Phone Number | 295-7208 | ||
Entity Listing, Par Value Per Share | $ 0.001 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Current Assets | ||
Cash and cash equivalents | $ 29 | $ 21,910 |
Inventory | 1,515 | 36,435 |
Prepaid expenses and other current assets | 1,054 | 14,304 |
Total current assets | 2,598 | 72,649 |
Assets, Noncurrent | 23,927 | 32,226 |
Total assets | 26,525 | 104,875 |
Current liabilities: | ||
Accounts payable | 343,810 | 327,592 |
Accrued expenses and other current liabilities | 432,640 | 135,164 |
Convertible notes payable, net of discount of $28,541 and $0, at December 31, 2017 and 2016, respectively | 27,459 | 0 |
Notes payable-related parties | 429,201 | 221,451 |
Derivative Liability, Current | 107,769 | 0 |
Total current liabilities | 1,340,879 | 684,207 |
Long-term Debt, Excluding Current Maturities | 0 | 75,500 |
Shareholders' deficit: | ||
Preferred shares | 0 | 0 |
Common shares | 806,501 | 740,251 |
Additional paid-in capital | 3,147,811 | 2,878,111 |
Accumulated deficit | (5,268,666) | (4,273,194) |
Total shareholders' deficit | (1,314,354) | (654,832) |
Total liabilities and shareholders' deficit | $ 26,525 | $ 104,875 |
Consolidated Balance Sheets - P
Consolidated Balance Sheets - Parenthetical - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Details | ||
Debt Instrument, Unamortized Discount, Current | $ 28,541 | $ 0 |
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 990,000,000 | 990,000,000 |
Common Stock, Shares, Issued | 806,501,000 | 740,251,000 |
Common Stock, Shares, Outstanding | 806,501,000 | 740,251,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Details | ||
Net Sales | $ 2,851 | $ 5,009 |
Cost of Goods Sold | 823 | 1,606 |
Gross Profit | 2,028 | 3,403 |
Operating Expenses | ||
General and administrative | 107,380 | 120,625 |
Salaries, wages, and related costs | 402,758 | 355,244 |
Selling expenses | 3,310 | 1,508 |
Consulting fees | 69,672 | 356,250 |
Legal and professional fees | 278,069 | 200,957 |
Research and development | 25,106 | 10,990 |
Total operating expenses | 886,295 | 1,045,574 |
Operating Income (Loss) | (884,267) | (1,042,171) |
Other income (expense): | ||
Loss on derivative liability | (83,968) | 0 |
Change in fair value of derivative liability | 26,199 | 0 |
Interest expense | (53,436) | (20,286) |
Total other income (expense) | (111,205) | (20,286) |
Net Income (Loss) | $ (995,472) | $ (1,062,457) |
Basic and diluted net loss per common share | $ 0 | $ 0 |
Basic and diluted weighted-average common shares outstanding | 778,150,315 | 668,115,789 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders' Deficit - USD ($) | Common Stock | Additional Paid-in Capital | Retained Earnings | Total |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Beginning Balance at Dec. 31, 2015 | $ 541,000 | $ 2,440,709 | $ (3,210,737) | $ (229,028) |
Shares, Outstanding, Beginning Balance at Dec. 31, 2015 | 541,000,000 | |||
Stock Issued During Period, Value, Issued for Services | $ 68,500 | 219,800 | 288,300 | |
Stock Issued During Period, Shares, Issued for Services | 68,500,000 | |||
Common stock issued in exchange for a license agreement | $ 5,451 | 10,902 | 16,353 | |
Common stock issued in exchange for a license agreement, shares | 5,451,000 | |||
Stock Issued During Period, Value, New Issues | $ 125,300 | 206,700 | 332,000 | |
Stock Issued During Period, Shares, New Issues | 125,300,000 | |||
Net Income (Loss) | $ 0 | 0 | (1,062,457) | (1,062,457) |
Shares, Outstanding, Ending Balance at Dec. 31, 2016 | 740,251,000 | |||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Ending Balance at Dec. 31, 2016 | $ 740,251 | 2,878,111 | (4,273,194) | (654,832) |
Stock Issued During Period, Value, Issued for Services | $ 18,500 | 126,450 | 144,950 | |
Stock Issued During Period, Shares, Issued for Services | 18,500,000 | |||
Stock Issued During Period, Value, New Issues | $ 47,750 | 143,250 | 191,000 | |
Stock Issued During Period, Shares, New Issues | 47,750,000 | |||
Net Income (Loss) | $ 0 | 0 | (995,472) | (995,472) |
Shares, Outstanding, Ending Balance at Dec. 31, 2017 | 806,501,000 | |||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Ending Balance at Dec. 31, 2017 | $ 806,501 | $ 3,147,811 | $ (5,268,666) | $ (1,314,354) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flows from operating activities: | ||
Net Income (Loss) | $ (995,472) | $ (1,062,457) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock based compensation to consultants | 144,950 | 288,300 |
Shares issued for license agreement | 0 | 16,353 |
Accrued interest, notes payable - related parties | 28,414 | 16,244 |
Loss on derivative liability | 83,968 | 0 |
Change in fair value of derivative liabilities | (26,199) | 0 |
Amortization of debt discount | 27,459 | 0 |
Changes in operating assets and liabilities: | ||
Inventory | 34,920 | (6,759) |
Accounts receivable | 0 | 2,184 |
Prepaid expenses and other current assets | 13,250 | 199,142 |
Other assets | 8,299 | (19,750) |
Accounts payable | 16,218 | 50,250 |
Accrued expenses and other current liabilities | 297,476 | 130,752 |
Net cash used in operating activities | (366,717) | (385,741) |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock | 191,000 | 332,000 |
Proceeds from convertible notes payable | 50,000 | 0 |
Proceeds from notes payable - related parties | 105,721 | 76,000 |
Payments on notes payable - related parties | (1,885) | (2,532) |
Net cash provided by financing activities | 344,836 | 405,468 |
Net increase (decrease) in cash | (21,881) | 19,727 |
Cash and cash equivalents | 21,910 | 2,183 |
Cash and cash equivalents | 29 | 21,910 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | 3,565 | 4,040 |
Income Taxes Paid | 0 | 800 |
Non-cash investing and financing transactions | ||
Original issuance discount on convertible notes payable | 6,000 | 0 |
Debt discount recorded in connection with derivative liability | $ 50,000 | $ 0 |
Note 1 - Nature of Business
Note 1 - Nature of Business | 12 Months Ended |
Dec. 31, 2017 | |
Notes | |
Note 1 - Nature of Business | Note 1 Nature of business Therapeutic Solutions International, Inc. (TSI or the Company) was organized August 6, 2007 under the name Friendly Auto Dealers, Inc., under the laws of the State of Nevada. In the first quarter of 2011 the Company changed its name from Friendly Auto Dealers, Inc. to Therapeutic Solutions International, Inc., and acquired Splint Decisions, Inc., a California corporation. Currently the Company is focused on immune modulation for the treatment of several specific diseases. Immune modulation refers to the ability to upregulate (make more active) or downregulate (make less active) ones immune system. Activating ones immune system is now an accepted method to cure certain cancers, reduce recovery time from viral or bacterial infections and to prevent illness. Additionally, inhibiting ones immune system is vital for reducing inflammation, autoimmune disorders and allergic reactions. Nutraceutical Division ® ® Emvolio, Inc. SandBox Dental Labs, Inc. Management does not expect existing cash as of December 31, 2017 or as of March 31, 2018 to be sufficient to fund the Companys operations for at least twelve months from the issuance date of these December 31, 2017 financial statements. These financial statements have been prepared on a going concern basis which assumes the Company will continue to realize its assets and discharge its liabilities in the normal course of business. As of December 31, 2017, the Company has incurred losses totaling $5.3 million since inception, has not yet generated material revenue from operations, and will require additional funds to maintain its operations. These factors raise substantial doubt regarding the Companys ability to continue as a going concern within one year after the consolidated financial statements are issued. The Companys ability to continue as a going concern is dependent upon its ability to generate future profitable operations and obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they become due. The Company intends to finance operating costs over the next twelve months through its existing financial resources and we may also raise additional capital through equity offerings, debt financings, collaborations and/or licensing arrangements. If adequate funds are not available on acceptable terms, we may be required to delay, reduce the scope of, or curtail, our operations. The accompanying consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Note 2 - Basis of Presentation
Note 2 - Basis of Presentation and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Notes | |
Note 2 - Basis of Presentation and Significant Accounting Policies | Note 2 Basis of presentation and significant accounting policies These consolidated financial statements have been prepared by management assuming that the Company will be able to continue as a going concern and realize its assets and discharge its liabilities in the normal course of business. However, certain conditions noted above currently exist which raise substantial doubt about the Companys ability to continue as a going concern. These financial statements do not include any adjustments to the amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue as a going concern. If we become unable to continue as a going concern, we may have to liquidate our assets, and might realize significantly less than the values at which our net assets are carried on our financial statements, and stockholders may lose all or part of their investment in our common stock. The accompanying financial statements do not reflect any adjustments related to the outcome of this uncertainty. Principles of Consolidation The accompanying consolidated financial statements include the accounts of Therapeutic Solutions International, Inc. and its subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Derivative Liabilities A derivative is an instrument whose value is derived from an underlying instrument or index such as a future, forward, swap, option contract, or other financial instrument with similar characteristics, including certain derivative instruments embedded in other contracts and for hedging activities. As a matter of policy, the Company does not invest in separable financial derivatives or engage in hedging transactions. However, the Company entered into certain debt financing transactions in fiscal 2017, as disclosed in Note 5, containing certain conversion features that have resulted in the instruments being deemed derivatives. We evaluate such derivative instruments to properly classify such instruments within equity or as liabilities in our financial statements. Our policy is to settle instruments indexed to our common shares on a first-in-first-out basis. The classification of a derivative instrument is reassessed at each reporting date. If the classification changes as a result of events during a reporting period, the instrument is reclassified as of the date of the event that caused the reclassification. There is no limit on the number of times a contract may be reclassified. Instruments classified as derivative liabilities are remeasured using the Black-Scholes model at each reporting period (or upon reclassification) and the change in fair value is recorded on our consolidated statement of operations. We recorded $107,769 of derivative liabilities at December 31, 2017. Use of Estimates Estimates were made relating to valuation allowances, impairment of assets, share-based compensation expense and accruals. Actual results could differ materially from those estimates. Comprehensive Loss Comprehensive loss for the periods reported was comprised solely of the Companys net loss. LOSS PER SHARE Basic loss per share is computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding during the period of computation. Diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if potential common shares had been issued, if such additional common shares were dilutive. Since we had net losses for all the periods presented, basic and diluted loss per share are the same, and additional potential common shares have been excluded as their effect would be antidilutive. As of December 31, 2017, a total of 158,677,686 potential common shares, consisting of shares underlying outstanding convertible notes payable were excluded as their inclusion would be antidilutive. Depreciation and Amortization Depreciation is calculated using the straight line method over the estimated useful lives of the assets. Amortization is computed using the straight line method over the term of the agreement. Intangible Assets Intangible assets consisted primarily of intellectual properties such as proprietary nutraceutical formulations. Intellectual assets are capitalized in accordance with ASC Topic 350 Intangibles Goodwill and Other. Long-lived Assets In accordance with ASC 360, Property, Plant and Equipment, the carrying value of intangible assets and other long-lived assets is reviewed on a regular basis for the existence of facts or circumstances that may suggest impairment. The Company recognizes impairment when the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset. Impairment losses, if any, are measured as the excess of the carrying amount of the asset over its estimated fair value. Income Taxes The Company accounts for income taxes under ASC 740 "Income Taxes," "Accounting for Income Taxes" Accounting for Uncertainty in Income Taxes an Interpretation of FASB Statement No. 109. Stock-Based Compensation Compensation expense for stock issued to employees is determined as the fair value of consideration or services received or the fair value of the equity instruments issued, whichever is more reliably measured. Recent Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The new standard requires lessees to recognize most leases on their balance sheets as lease liabilities with corresponding right-of-use assets and eliminates certain real estate-specific provisions. ASU 2016-02 will be effective for the Company in the first quarter of 2019 and will be adopted on a modified retrospective transition basis for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The Company is currently evaluating the impact of this standard on its consolidated financial statements. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). The new standard is based on the principle that revenue should be recognized to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 will be effective for the Company in the first quarter of 2018 and allows for full retrospective or a modified retrospective adoption approach. The adoption of this standard is not expected to have a material impact on the Companys financial position or results of operations. |
Note 3 - Restricted Cash
Note 3 - Restricted Cash | 12 Months Ended |
Dec. 31, 2017 | |
Notes | |
Note 3 - Restricted Cash | Note 3 Restricted cash Included in non-current asset is a $10,000 certificate of deposit with an annual interest rate of 0.6%. This certificate matures on June 17, 2018, and is used as collateral for a Company credit card, pursuant to a security agreement dated June 20, 2011. |
Note 4 - Fixed assets
Note 4 - Fixed assets | 12 Months Ended |
Dec. 31, 2017 | |
Notes | |
Note 4 - Fixed assets | Note 4 Fixed assets Fixed assets consist of the following: December 31, 2017 December 31, 2016 Computer Hardware $ 10,747 $ 10,747 Office Furniture and Equipment 3,639 3,639 Shipping and Other Equipment 1,575 1,575 Total 15,961 15,961 Accumulated Depreciation (15,961) (15,961) Property and Equipment, net $ - $ - |
Note 5 - Convertible Notes Paya
Note 5 - Convertible Notes Payable | 12 Months Ended |
Dec. 31, 2017 | |
Notes | |
Note 5 - Convertible Notes Payable | Note 5 Convertible notes payable On July 24, 2017 and September 7, 2017, the Company entered into two $28,000 convertible promissory notes with a third party for which the proceeds were used for operations. The Company received net proceeds of $50,000 and thus a $6,000 original issuance discount Derivative liability These On July 24, 2017 and September 7, 2017, the convertible note issuance dates, the Company valued the conversion feature resulting in initial liability of $133,968. Since the fair value of the derivatives were in excess of the proceeds received of $50,000, a full discount to The Company amortizes the discounts over the term of the convertible promissory notes using the interest method. During the year |
Note 6 - Notes Payable - Relate
Note 6 - Notes Payable - Related Parties | 12 Months Ended |
Dec. 31, 2017 | |
Notes | |
Note 6 - Notes Payable - Related Parties | Note 6 Notes payable-related parties Notes payable-related parties consist of: 2017 2016 Note payable Scientific Advisory Board Member, unsecured, including interest at 10% per annum, with a maturity date of December 31, 2018 $ 15,868 $ 14,721 Three notes payable Chief Executive Officer, unsecured, including interest at 8%, 10% and 10% per annum, respectively, with maturity dates of December 31, 2018. 132,366 120,330 Note payable Chief Financial Officer, unsecured, including interest at 8% per annum, with a maturity date of December 31, 2018, 92,800 86,400 Two notes payable Business Advisory Board Member, unsecured, including interest at 8% and 10% per annum, convertible into common stock at $0.005 and $0.004, respectively, with maturity dates of April 20, 2018 188,167 75,500 $ 429,201 $ 296,951 |
Note 7 - Related party transact
Note 7 - Related party transactions | 12 Months Ended |
Dec. 31, 2017 | |
Notes | |
Note 7 - Related party transactions | Note 7 Related party transactions On January 22, 2016, we issued 2,500,000 shares of common stock, valued at $.0035 per share to a director of the Company for services. On February 26, 2016, we issued 1,000,000 shares of common stock, valued at $.0025 per share to a director of the Company for services. On March 7, 2016, we issued 10,000,000 shares of common stock, valued at $.004 per share to a director of the Company for services. On March 21, 2016, we issued 100,000,000 shares of common stock, valued at $.0025 per share, for an investment in the Companys Private Placement. On September 16, 2016, we issued 12,500,000 shares of common stock, valued at $.004 per share, for an investment in the Companys Private Placement. On October 18, 2016, we issued 40,000,000 shares valued at $.0045 to the officers and directors of the Company for services. On March 21, 2016, we issued 100,800,000 shares of common stock, valued at $.0025 per share, for an investment in the Companys Private Placement. On November 11, 2016, we issued a six month convertible note in the amount of $75,000 with an annual interest rate of 8% to a related party. As of December 31, 2017, the Company accrued officers salary of $391,100 as of December 31, 2017. On January 17, 2017 , we issued 12,500,000 shares of common stock , valued at $0.004 per share, for an investment in the Companys Private Placement to a related party. On March 2, 2017 , we issued 12,500,000 shares of common stock , valued at $0.004 per share, for an investment in the Companys Private Placement to a related party. On April 20, 2017, we issued a six month convertible note in the amount of $100,000 with an annual interest rate of 10% to a related party. On October 20, 2017, we issued 12,500,000 shares of common stock, valued at $0.004 per share, for an investment in the Companys Private Placement to a related party. |
Note 8 - Income Taxes
Note 8 - Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Notes | |
Note 8 - Income Taxes | Note 8 Income taxes The Company is subject to United States federal and state income taxes at an approximate rate of 30%. The reconciliation of the provision for income taxes at the United States federal statutory rate compared to the Companys income tax expense as reported is as follows: December 31, 2017 2016 Expected income tax at statutory rate $ (338,188) $ (360,963) State Tax 272 - Permanent differences 829 1,437 Change in valuation allowance (223,742) - Change in tax rate 561,529 359,526 Other 100 - Provision for income taxes $ 800 $ The provision for income tax of $800 is included in general and administrative expense on the accompanying consolidated statements of operations. The significant components of deferred income tax assets and liabilities at December 31, 2017 and 2016 are as follows: December 31, 2017 2016 Net operating loss carry-forward $ 1,208,949 $ 1,262,691 Valuation allowance (1,208,949) (1,262,691) Net deferred income tax asset $ $ The Company has net operating losses carried forward of approximately $4.3 million and $3.3 million as of December 31, 2017 and 2016, respectively, available to offset taxable income in future years which expire beginning in fiscal 2032. As of and for the years ended December 31, 2017 and 2016, management does not believe the Company has any uncertain tax positions. Accordingly, there are no unrecognized tax benefits at December 31, 2017 and 2016. |
Note 9 - Legal proceedings
Note 9 - Legal proceedings | 12 Months Ended |
Dec. 31, 2017 | |
Notes | |
Note 9 - Legal proceedings | Note 9 Legal proceedings From time to time, claims are made against us in the ordinary course of business, which could result in litigation. Claims and associated litigation are subject to inherent uncertainties and unfavorable outcomes could occur, such as monetary damages, fines, penalties or injunctions prohibiting us from selling one or more products or engaging in other activities. The occurrence of an unfavorable outcome in any specific period could have a material adverse effect on our results of operations for that period or future periods. However, as of the date of this report, management believes the outcome of currently identified potential claims and lawsuits will not have a material adverse effect on our financial condition or results of operations. |
Note 10 - Subsequent Events
Note 10 - Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Notes | |
Note 10 - Subsequent Events | Note 10 Subsequent events On January 26, 2018, we issued 2,424,242 shares of common stock for the conversion of $8,000 of convertible note dated July 24, 2017 plus interest. On February 1, 2018, we issued 6,376,471 shares of common stock for the conversion of $20,000 of convertible note dated July 24, 2017 plus interest. On , 201 , we issued 1 , 00,000 shares of common stock, valued at $0.004 per share, for an investment in the Companys Private Placement to a related party |
Note 2 - Basis of Presentatio17
Note 2 - Basis of Presentation and Significant Accounting Policies: Principles of Consolidation (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Policies | |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of Therapeutic Solutions International, Inc. and its subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. |
Note 2 - Basis of Presentatio18
Note 2 - Basis of Presentation and Significant Accounting Policies: Derivative Liabilities (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Policies | |
Derivative Liabilities | Derivative Liabilities A derivative is an instrument whose value is derived from an underlying instrument or index such as a future, forward, swap, option contract, or other financial instrument with similar characteristics, including certain derivative instruments embedded in other contracts and for hedging activities. As a matter of policy, the Company does not invest in separable financial derivatives or engage in hedging transactions. However, the Company entered into certain debt financing transactions in fiscal 2017, as disclosed in Note 5, containing certain conversion features that have resulted in the instruments being deemed derivatives. We evaluate such derivative instruments to properly classify such instruments within equity or as liabilities in our financial statements. Our policy is to settle instruments indexed to our common shares on a first-in-first-out basis. The classification of a derivative instrument is reassessed at each reporting date. If the classification changes as a result of events during a reporting period, the instrument is reclassified as of the date of the event that caused the reclassification. There is no limit on the number of times a contract may be reclassified. Instruments classified as derivative liabilities are remeasured using the Black-Scholes model at each reporting period (or upon reclassification) and the change in fair value is recorded on our consolidated statement of operations. We recorded $107,769 of derivative liabilities at December 31, 2017. |
Note 2 - Basis of Presentatio19
Note 2 - Basis of Presentation and Significant Accounting Policies: Use of Estimates (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Policies | |
Use of Estimates | Use of Estimates Estimates were made relating to valuation allowances, impairment of assets, share-based compensation expense and accruals. Actual results could differ materially from those estimates. |
Note 2 - Basis of Presentatio20
Note 2 - Basis of Presentation and Significant Accounting Policies: Comprehensive Loss (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Policies | |
Comprehensive Loss | Comprehensive Loss Comprehensive loss for the periods reported was comprised solely of the Companys net loss. |
Note 2 - Basis of Presentatio21
Note 2 - Basis of Presentation and Significant Accounting Policies: Loss Per Share (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Policies | |
Loss Per Share | LOSS PER SHARE Basic loss per share is computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding during the period of computation. Diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if potential common shares had been issued, if such additional common shares were dilutive. Since we had net losses for all the periods presented, basic and diluted loss per share are the same, and additional potential common shares have been excluded as their effect would be antidilutive. As of December 31, 2017, a total of 158,677,686 potential common shares, consisting of shares underlying outstanding convertible notes payable were excluded as their inclusion would be antidilutive. |
Note 2 - Basis of Presentatio22
Note 2 - Basis of Presentation and Significant Accounting Policies: Depreciation and Amortization (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Policies | |
Depreciation and Amortization | Depreciation and Amortization Depreciation is calculated using the straight line method over the estimated useful lives of the assets. Amortization is computed using the straight line method over the term of the agreement. |
Note 2 - Basis of Presentatio23
Note 2 - Basis of Presentation and Significant Accounting Policies: Intangible Assets (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Policies | |
Intangible Assets | Intangible Assets Intangible assets consisted primarily of intellectual properties such as proprietary nutraceutical formulations. Intellectual assets are capitalized in accordance with ASC Topic 350 Intangibles Goodwill and Other. |
Note 2 - Basis of Presentatio24
Note 2 - Basis of Presentation and Significant Accounting Policies: Long-lived Assets (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Policies | |
Long-lived Assets | Long-lived Assets In accordance with ASC 360, Property, Plant and Equipment, the carrying value of intangible assets and other long-lived assets is reviewed on a regular basis for the existence of facts or circumstances that may suggest impairment. The Company recognizes impairment when the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset. Impairment losses, if any, are measured as the excess of the carrying amount of the asset over its estimated fair value. |
Note 2 - Basis of Presentatio25
Note 2 - Basis of Presentation and Significant Accounting Policies: Income Taxes (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Policies | |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740 "Income Taxes," "Accounting for Income Taxes" Accounting for Uncertainty in Income Taxes an Interpretation of FASB Statement No. 109. |
Note 2 - Basis of Presentatio26
Note 2 - Basis of Presentation and Significant Accounting Policies: Stock-Based Compensation (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Policies | |
Stock-Based Compensation | Stock-Based Compensation Compensation expense for stock issued to employees is determined as the fair value of consideration or services received or the fair value of the equity instruments issued, whichever is more reliably measured. |
Note 2 - Basis of Presentatio27
Note 2 - Basis of Presentation and Significant Accounting Policies: Recent Accounting Pronouncements (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Policies | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The new standard requires lessees to recognize most leases on their balance sheets as lease liabilities with corresponding right-of-use assets and eliminates certain real estate-specific provisions. ASU 2016-02 will be effective for the Company in the first quarter of 2019 and will be adopted on a modified retrospective transition basis for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The Company is currently evaluating the impact of this standard on its consolidated financial statements. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). The new standard is based on the principle that revenue should be recognized to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 will be effective for the Company in the first quarter of 2018 and allows for full retrospective or a modified retrospective adoption approach. The adoption of this standard is not expected to have a material impact on the Companys financial position or results of operations. |
Note 4 - Fixed assets_ Property
Note 4 - Fixed assets: Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Tables/Schedules | |
Property, Plant and Equipment | December 31, 2017 December 31, 2016 Computer Hardware $ 10,747 $ 10,747 Office Furniture and Equipment 3,639 3,639 Shipping and Other Equipment 1,575 1,575 Total 15,961 15,961 Accumulated Depreciation (15,961) (15,961) Property and Equipment, net $ - $ - |
Note 6 - Notes Payable - Rela29
Note 6 - Notes Payable - Related Parties: Notes payable, Related Parties (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Tables/Schedules | |
Notes payable, Related Parties | 2017 2016 Note payable Scientific Advisory Board Member, unsecured, including interest at 10% per annum, with a maturity date of December 31, 2018 $ 15,868 $ 14,721 Three notes payable Chief Executive Officer, unsecured, including interest at 8%, 10% and 10% per annum, respectively, with maturity dates of December 31, 2018. 132,366 120,330 Note payable Chief Financial Officer, unsecured, including interest at 8% per annum, with a maturity date of December 31, 2018, 92,800 86,400 Two notes payable Business Advisory Board Member, unsecured, including interest at 8% and 10% per annum, convertible into common stock at $0.005 and $0.004, respectively, with maturity dates of April 20, 2018 188,167 75,500 $ 429,201 $ 296,951 |
Note 8 - Income Taxes_ Schedule
Note 8 - Income Taxes: Schedule of Components of Income Tax Expense (Benefit) (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Tables/Schedules | |
Schedule of Components of Income Tax Expense (Benefit) | December 31, 2017 2016 Expected income tax at statutory rate $ (338,188) $ (360,963) State Tax 272 - Permanent differences 829 1,437 Change in valuation allowance (223,742) - Change in tax rate 561,529 359,526 Other 100 - Provision for income taxes $ 800 $ |
Note 8 - Income Taxes_ Schedu31
Note 8 - Income Taxes: Schedule of Deferred Tax Assets and Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Tables/Schedules | |
Schedule of Deferred Tax Assets and Liabilities | December 31, 2017 2016 Net operating loss carry-forward $ 1,208,949 $ 1,262,691 Valuation allowance (1,208,949) (1,262,691) Net deferred income tax asset $ $ |
Note 1 - Nature of Business (De
Note 1 - Nature of Business (Details) | 12 Months Ended |
Dec. 31, 2017 | |
Details | |
Entity Incorporation, Date of Incorporation | Aug. 6, 2007 |
Entity Information, Former Legal or Registered Name | Friendly Auto Dealers |
Entity Incorporation, State Country Name | Nevada |
Note 3 - Restricted Cash (Detai
Note 3 - Restricted Cash (Details) | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Details | |
Restricted Cash, Current | $ 10,000 |
Restricted Cash, Current, Nature of Restriction, Description | used as collateral for a Company credit card |
Note 4 - Fixed assets_ Proper34
Note 4 - Fixed assets: Property, Plant and Equipment (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Computer Equipment | ||
Property, Plant and Equipment, Gross | $ 10,747 | $ 10,747 |
Office Equipment | ||
Property, Plant and Equipment, Gross | 3,639 | 3,639 |
Other Transportation Equipment | ||
Property, Plant and Equipment, Gross | 1,575 | 1,575 |
Property, Plant and Equipment, Gross | 15,961 | 15,961 |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | (15,961) | (15,961) |
Property, Plant and Equipment, Net | $ 0 | $ 0 |
Note 5 - Convertible Notes Pa35
Note 5 - Convertible Notes Payable (Details) | 12 Months Ended |
Dec. 31, 2017USD ($)$ / shares | |
Debt Instrument, Description | Company entered into two $28,000 convertible promissory notes with a third party for which the proceeds were used for operations |
Debt Instrument, Interest Rate, Stated Percentage | 12.00% |
Debt Instrument, Convertible, Terms of Conversion Feature | convertible to shares of the Company's common stock 180 days after issuance |
Amortization to Interest Expense | $ | $ 27,459 |
Discount Balance remaining to be amortized | $ | $ 28,541 |
Conversion feature | |
Fair Value Assumptions, Expected Dividend Rate | 0.00% |
Fair Value Assumptions, Expected Term | 9 months 7 days |
Conversion feature | Minimum | |
Fair Value Assumptions, Conversion Price | $ 0.003 |
Share Price | $ 0.008 |
Fair Value Assumptions, Expected Volatility Rate | 299.00% |
Fair Value Assumptions, Risk Free Interest Rate | 1.21% |
Conversion feature | Maximum | |
Fair Value Assumptions, Conversion Price | $ 0.004 |
Share Price | $ 0.009 |
Fair Value Assumptions, Expected Volatility Rate | 319.00% |
Fair Value Assumptions, Risk Free Interest Rate | 1.23% |
Revalued Derivative Liabilities | |
Fair Value Assumptions, Conversion Price | $ 0.003 |
Share Price | $ 0.008 |
Fair Value Assumptions, Expected Dividend Rate | 0.00% |
Fair Value Assumptions, Risk Free Interest Rate | 1.31% |
Revalued Derivative Liabilities | Minimum | |
Fair Value Assumptions, Expected Volatility Rate | 330.00% |
Fair Value Assumptions, Expected Term | 3 months 29 days |
Revalued Derivative Liabilities | Maximum | |
Fair Value Assumptions, Expected Volatility Rate | 341.00% |
Fair Value Assumptions, Expected Term | 5 months 12 days |
Note 6 - Notes Payable - Rela36
Note 6 - Notes Payable - Related Parties: Notes payable, Related Parties (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Note payable - Scientific Advisory Board Member, unsecured, including interest at 10% per annum, with a maturity date of December 31, 2018 | ||
Long-term Debt | $ 15,868 | $ 14,721 |
Three notes payable - Chief Executive Officer, unsecured, including interest at 8%, 10% and 10% per annum, respectively, with maturity dates of December 31, 2018. | ||
Long-term Debt | 132,366 | 120,330 |
Note payable - Chief Financial Officer, unsecured, including interest at 8% per annum, with a maturity date of December 31, 2018, | ||
Long-term Debt | 92,800 | 86,400 |
Two notes payable - Business Advisory Board Member, unsecured, including interest at 8% and 10% per annum, convertible into common stock at $0.005 and $0.004, respectively, with maturity dates of April 20, 2018 | ||
Long-term Debt | 188,167 | 75,500 |
Long-term Debt | $ 429,201 | $ 296,951 |
Note 7 - Related party transa37
Note 7 - Related party transactions (Details) | 12 Months Ended |
Dec. 31, 2017USD ($)$ / sharesshares | |
Debt Instrument, Interest Rate, Stated Percentage | 12.00% |
Transaction 1 | |
Transaction date | Jan. 22, 2016 |
Sale of Stock, Description of Transaction | we issued 2,500,000 shares of common stock |
Stock Issued During Period, Shares, New Issues | shares | 2,500,000 |
Sale of Stock, Price Per Share | $ / shares | $ 0.0035 |
Transaction 2 | |
Transaction date | Feb. 26, 2016 |
Sale of Stock, Description of Transaction | we issued 1,000,000 shares of common stock |
Stock Issued During Period, Shares, New Issues | shares | 1,000,000 |
Sale of Stock, Price Per Share | $ / shares | $ 0.0025 |
Transaction 3 | |
Transaction date | Mar. 7, 2016 |
Sale of Stock, Description of Transaction | we issued 10,000,000 shares of common stock |
Stock Issued During Period, Shares, New Issues | shares | 10,000,000 |
Sale of Stock, Price Per Share | $ / shares | $ 0.004 |
Transaction 4 | |
Transaction date | Mar. 21, 2016 |
Sale of Stock, Description of Transaction | we issued 100,000,000 shares of common stock |
Stock Issued During Period, Shares, New Issues | shares | 100,000,000 |
Sale of Stock, Price Per Share | $ / shares | $ 0.0025 |
Transaction 5 | |
Transaction date | Sep. 16, 2016 |
Sale of Stock, Description of Transaction | we issued 12,500,000 shares of common stock |
Stock Issued During Period, Shares, New Issues | shares | 12,500,000 |
Sale of Stock, Price Per Share | $ / shares | $ 0.004 |
Transaction 6 | |
Transaction date | Oct. 18, 2016 |
Sale of Stock, Description of Transaction | we issued 40,000,000 shares |
Stock Issued During Period, Shares, New Issues | shares | 40,000,000 |
Sale of Stock, Price Per Share | $ / shares | $ 0.0045 |
Transaction 7 | |
Transaction date | Mar. 21, 2016 |
Sale of Stock, Description of Transaction | we issued 100,800,000 shares of common stock |
Stock Issued During Period, Shares, New Issues | shares | 100,800,000 |
Sale of Stock, Price Per Share | $ / shares | $ 0.0025 |
Transaction 8 | |
Transaction date | Nov. 11, 2016 |
Sale of Stock, Description of Transaction | we issued a six month convertible note |
Debt Instrument, Face Amount | $ | $ 75,000 |
Debt Instrument, Interest Rate, Stated Percentage | 8.00% |
Transaction 9 | |
Transaction date | Dec. 31, 2017 |
Sale of Stock, Description of Transaction | the Company accrued officers’ salary of $391,100 |
Transaction 10 | |
Transaction date | Jan. 17, 2017 |
Sale of Stock, Description of Transaction | we issued 12,500,000 shares of common stock |
Stock Issued During Period, Shares, New Issues | shares | 12,500,000 |
Sale of Stock, Price Per Share | $ / shares | $ 0.004 |
Transaction 11 | |
Transaction date | Mar. 2, 2017 |
Sale of Stock, Description of Transaction | we issued 12,500,000 shares of common stock |
Stock Issued During Period, Shares, New Issues | shares | 12,500,000 |
Sale of Stock, Price Per Share | $ / shares | $ 0.004 |
Transaction 12 | |
Transaction date | Apr. 20, 2017 |
Sale of Stock, Description of Transaction | we issued a six month convertible note |
Debt Instrument, Face Amount | $ | $ 100,000 |
Debt Instrument, Interest Rate, Stated Percentage | 10.00% |
Transaction 13 | |
Transaction date | Oct. 20, 2017 |
Sale of Stock, Description of Transaction | we issued 12,500,000 shares of common stock |
Stock Issued During Period, Shares, New Issues | shares | 12,500,000 |
Sale of Stock, Price Per Share | $ / shares | $ 0.004 |
Note 8 - Income Taxes_ Schedu38
Note 8 - Income Taxes: Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Details | ||
Expected income tax at statutory rate | $ (338,188) | $ (360,963) |
State Tax | 272 | 0 |
Permanent differences | 829 | 1,437 |
Change in valuation allowance | (223,742) | 0 |
Change in tax rate | 561,529 | 359,526 |
Other | 100 | 0 |
Provision for income taxes | $ 800 | $ 0 |
Note 8 - Income Taxes_ Schedu39
Note 8 - Income Taxes: Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Details | ||
Net operating loss carry-forward | $ 1,208,949 | $ 1,262,691 |
Valuation allowance | (1,208,949) | (1,262,691) |
Net deferred income tax asset | $ 0 | $ 0 |
Note 10 - Subsequent Events (De
Note 10 - Subsequent Events (Details) | 12 Months Ended |
Dec. 31, 2017$ / sharesshares | |
Event 1 | |
Subsequent Event, Date | Jan. 26, 2018 |
Subsequent Event, Description | we issued 2,424,242 shares of common stock |
Stock Issued During Period, Shares, New Issues | 2,424,242 |
Event 2 | |
Subsequent Event, Date | Feb. 1, 2018 |
Subsequent Event, Description | we issued 6,376,471 shares of common stock |
Stock Issued During Period, Shares, New Issues | 6,376,471 |
Event 3 | |
Subsequent Event, Date | Feb. 20, 2018 |
Subsequent Event, Description | we issued 15,000,000 shares of common stock, valued at $0.004 per share, for an investment in the Company’s Private Placement to a related party |
Stock Issued During Period, Shares, New Issues | 15,000,000 |
Sale of Stock, Price Per Share | $ / shares | $ 0.004 |
Event 4 | |
Subsequent Event, Date | Feb. 20, 2018 |
Subsequent Event, Description | and 2,500,000 shares of common stock, valued at $0.0062 for consulting services |
Stock Issued During Period, Shares, New Issues | 2,500,000 |
Sale of Stock, Price Per Share | $ / shares | $ 0.0062 |