Document and Entity Information
Document and Entity Information - USD ($) | Apr. 16, 2018 | Dec. 31, 2018 | Jun. 30, 2018 |
Details | |||
Registrant Name | THERAPEUTIC SOLUTIONS INTERNATIONAL, INC. | ||
Registrant CIK | 0001419051 | ||
SEC Form | 10-K | ||
Period End date | Dec. 31, 2018 | ||
Fiscal Year End | --12-31 | ||
Trading Symbol | tsoi | ||
Tax Identification Number (TIN) | 451226465 | ||
Number of common stock shares outstanding | 1,101,102,071 | ||
Public Float | $ 654,902 | ||
Filer Category | Non-accelerated Filer | ||
Current with reporting | Yes | ||
Voluntary filer | No | ||
Well-known Seasoned Issuer | No | ||
Shell Company | false | ||
Small Business | true | ||
Emerging Growth Company | false | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2018 | ||
Document Fiscal Period Focus | FY | ||
Entity File Number | 000-54554 | ||
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 | 92056 | ||
City Area Code | 760 | ||
Local Phone Number | 295-7208 | ||
Share Price | $ 0.0022 | ||
Entity Listing, Par Value Per Share | $ 0.001 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Current Assets | ||
Cash and cash equivalents | $ 22,397 | $ 29 |
Inventory | 0 | 1,515 |
Prepaid expenses and other current assets | 113,521 | 1,054 |
Total current assets | 135,918 | 2,598 |
Assets, Noncurrent | 71,013 | 23,927 |
Total assets | 206,931 | 26,525 |
Current liabilities: | ||
Accounts payable | 320,812 | 343,810 |
Accounts payable-related parties | 7,981 | 0 |
Accrued expenses and other current liabilities | 717,723 | 432,640 |
Convertible notes payable, net of discount of $105,556 and $28,541, at December 31, 2018 and 2017, respectively | 45,784 | 27,459 |
Notes payable-related parties | 458,487 | 429,201 |
Derivative Liability, Current | 466,612 | 107,769 |
Total current liabilities | 2,017,399 | 1,340,879 |
Shareholders' deficit: | ||
Preferred shares | 0 | 0 |
Common shares | 1,011,063 | 806,501 |
Additional paid-in capital | 4,314,047 | 3,147,811 |
Accumulated deficit | (7,135,578) | (5,268,666) |
Total shareholders' deficit | (1,810,468) | (1,314,354) |
Total liabilities and shareholders' deficit | $ 206,931 | $ 26,525 |
Consolidated Balance Sheets - P
Consolidated Balance Sheets - Parenthetical - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Details | ||
Debt Instrument, Unamortized Discount, Current | $ 105,556 | $ 28,541 |
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 | 2,500,000,000 | 990,000,000 |
Common Stock, Shares, Issued | 1,011,063,182 | 806,501,000 |
Common Stock, Shares, Outstanding | 1,011,063,182 | 806,501,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Details | ||
Net Sales | $ 3,484 | $ 2,851 |
Cost of Goods Sold | 2,157 | 823 |
Gross Profit | 1,327 | 2,028 |
Operating Expenses | ||
General and administrative | 405,871 | 107,380 |
Salaries, wages, and related costs | 415,072 | 402,758 |
Selling expenses | 2,493 | 3,310 |
Consulting fees | 112,877 | 69,672 |
Legal and professional fees | 189,853 | 278,069 |
Research and development | 74,970 | 25,106 |
Total operating expenses | 1,201,136 | 886,295 |
Operating Income (Loss) | (1,199,809) | (884,267) |
Other income (expense): | ||
Loss on derivative liability | (388,121) | (83,968) |
Change in fair value of derivative liability | (37,230) | 26,199 |
Interest expense | (241,752) | (53,436) |
Total other income (expense) | (667,103) | (111,205) |
Net Income (Loss) | $ (1,866,912) | $ (995,472) |
Basic and diluted net loss per common share | $ 0 | $ 0 |
Basic and diluted weighted-average common shares outstanding | 896,851,647 | 778,150,315 |
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, 2016 | $ 740,251 | $ 2,878,111 | $ (4,273,194) | $ (654,832) |
Shares, Outstanding, Beginning Balance at Dec. 31, 2016 | 740,251,000 | |||
Stock Issued During Period, Value, Issued for Services | $ 18,500 | 126,450 | 0 | 144,950 |
Stock Issued During Period, Shares, Issued for Services | 18,500,000 | |||
Stock Issued During Period, Value, New Issues | $ 47,750 | 143,250 | 0 | 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) |
Stock Issued During Period, Value, Issued for Services | $ 77,500 | 545,750 | 0 | 623,250 |
Stock Issued During Period, Shares, Issued for Services | 77,500,000 | |||
Stock Issued During Period, Value, New Issues | $ 61,000 | 188,000 | 0 | 249,000 |
Stock Issued During Period, Shares, New Issues | 61,000,000 | |||
Stock Issued During Period, Value, Conversion of Convertible Securities, Net of Adjustments | $ 66,062 | 432,486 | 0 | 498,548 |
Stock Issued During Period, Shares, Conversion of Convertible Securities | 66,062,182 | |||
Net Income (Loss) | $ 0 | 0 | (1,866,912) | (1,866,912) |
Shares, Outstanding, Ending Balance at Dec. 31, 2018 | 1,011,063,182 | |||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Ending Balance at Dec. 31, 2018 | $ 1,011,063 | $ 4,314,047 | $ (7,135,578) | $ (1,810,468) |
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 Income (Loss) | $ (1,866,912) | $ (995,472) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock based compensation to consultants | 303,750 | 144,950 |
Stock based compensation to related parties | 319,500 | 0 |
Accrued interest, notes payable - related parties | 10,380 | 28,414 |
Accounts payable, related parties | 7,981 | 0 |
Loss on derivative liability | 388,121 | 83,968 |
Change in fair value of derivative liabilities | 37,230 | (26,199) |
Amortization of debt discount | 194,985 | 27,459 |
Changes in operating assets and liabilities: | ||
Inventory | 1,515 | 34,920 |
Prepaid expenses and other current assets | (112,467) | 13,250 |
Other assets | (47,086) | 8,299 |
Accounts payable | (22,998) | 16,218 |
Accrued expenses and other current liabilities | 316,829 | 297,476 |
Net cash used in operating activities | (469,172) | (366,717) |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock | 249,000 | 191,000 |
Proceeds from convertible notes payable | 245,000 | 50,000 |
Proceeds from notes payable - related parties | 0 | 105,721 |
Payments on notes payable - related parties | (2,460) | (1,885) |
Net cash provided by financing activities | 491,540 | 344,836 |
Net increase (decrease) in cash | 22,368 | (21,881) |
Cash and cash equivalents | 10,202 | 32,083 |
Cash and cash equivalents | 32,570 | 10,202 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | 4,608 | 3,565 |
Income Taxes Paid | 1,600 | 0 |
Non-cash investing and financing transactions | ||
Original issuance discount on convertible notes payable | 27,000 | 6,000 |
Debt discount recorded in connection with derivative liability | 245,000 | 50,000 |
Common stock issued in payment of convertible note payable | 498,548 | 0 |
Reconciliation of cash, cash equivalents, and restricted cash to the condensed consolidated balance sheets | ||
Cash and cash equivalents | 22,397 | 29 |
Restricted cash included in other assets | 10,173 | 10,156 |
Total cash, cash equivalents, and restricted cash shown in the condensed consolidated statements of cash flows | $ 32,570 | $ 10,185 |
Note 1 - Nature of Business
Note 1 - Nature of Business | 12 Months Ended |
Dec. 31, 2018 | |
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. , was a wholly-owned subsidiary of TSI, incorporated in the State of Delaware on October 3, 2016, for the purpose of filing an Investigation New Drug (IND) application with the FDA for our StemVacs immunotherapy vaccine. In May of 2018 President Donald J. Trump signed into the law, the Right To Try bill. Because of this change, Emvolio has decided to withdraw the IND for a Phase 1 trial in the USA because TSI had previously completed a 10 patient trial in Mexico. TSI has since generated generated G ood C linical P ractice ( GCP ) documentation for the previously treated 10 patients into a Phase I trial, which will be presented to the FDA by TSI as part of an Ex-US trial compliant with 21 CFR 312.120 Foreign clinical studies not conducted under an IND. Therefore we have dissolved Emvolio, Inc. as it is no longer needed. SandBox Dental Labs, Inc. Management does not expect existing cash as of December 31, 2018 or as of March 31, 2019 to be sufficient to fund the Companys operations for at least twelve months from the issuance date of these December 31, 2018 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, 2018, the Company has incurred losses totaling $7.1 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, 2018 | |
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. Revenue Recognition The Company recognizes revenue in accordance with ASC 606,Revenue from Contracts with Customers (ASC 606). In accordance with ASC 606, the company applies the following methodology to recognize revenue: 1) Identify the contract with a customer. 2) Identify the performance obligations in the contract. 3) Determine the transaction price. 4) Allocate the transaction price to the performance obligations in the contract. 5) Recognize revenue when (or as) the entity satisfies a performance obligation. Cash and Cash Equivalents The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. 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 2018 and 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 derivative liabilities of $466,612 and $107,769 at December 31, 2018 and 2017, respectively. Fair Value of Financial Instruments The Companys financial instruments consist of cash and cash equivalents, prepaids, convertible notes, and payables. The carrying amount of cash and cash equivalents and payables approximates fair value because of the short-term nature of these items. Fair value is an exit price, representing the amount that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. Fair value measurements are required to be disclosed by level within the following fair value hierarchy: Level 1 Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. Level 2 Inputs (other than quoted prices included in Level 1) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instruments anticipated life. Level 3 Inputs lack observable market data to corroborate managements estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. When determining fair value, whenever possible the Company uses observable market data, and relies on unobservable inputs only when observable market data is not available. As of December 31, 2018, the Company has level 3 fair value calculations on derivative liabilities. The table below reflects the results of our Level 3 fair value calculations: The following is the change in derivative liability for the year ended December 31, 2018: Balance - December 31, 2017 $ 107,769 Issuance of new derivative liabilities 633,122 Conversions to paid-in capital (311,509) Change in fair market value of derivative liabilities 37,230 Balance December 31, 2018 $ 466,612 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. Net 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, 2018 and 2017, a total of 226,902,346 and zero , 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. During the years ended December 31, 2018 and 2017, there was no depreciation or amortization expense as all fixed assets have been fully depreciated. 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. Research and Development Research and Development costs are expensed as incurred. Research and Development expenses were $74,970 and 25,106 for the years ended December 31, 2018 and 2017, respectiverly. 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. The Financial Accounting Standards Board (FASB) issued ASU 2018-07 to expand the scope of Topic 718 to include share-based payments issued to nonemployees. The effective date for public companies is for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. For all other entities, the effective date is fiscal years beginning after December 15, 2019. The Company has elected to early adopt. 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 was 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 did not have a material impact on the Companys financial position or results of operations. The Financial Accounting Standards Board (FASB) issued ASU 2018-07, Compensation Stock Compensation (Topic 718): Improvements to Nonemployee Share-based Payment Accounting to expand the scope of Topic 718 to include share-based payments issued to nonemployees. The effective date for public companies is for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. For all other entities, the effective date is fiscal years beginning after December 15, 2019. The Company has elected to early adopt. Reclassifications Certain reclassifications have been made to the prior years consolidated financial statements to conform to the current year presentation. These reclassifications had no effect on previously reported results of consolidated operations or equity. |
Note 3 - Restricted Cash
Note 3 - Restricted Cash | 12 Months Ended |
Dec. 31, 2018 | |
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, 2019, and is used as collateral for a Company credit card, pursuant to a security agreement dated June 20, 2011. |
Note 4 - Prepaid expense and ot
Note 4 - Prepaid expense and other current assets | 12 Months Ended |
Dec. 31, 2018 | |
Notes | |
Note 4 - Prepaid expense and other current assets | Note 4 Prepaid expense and other current assets: Prepaid expenses and other current assets consist of the following: December 31, 2018 December 31, 2017 Prepaid Consulting $ 111,655 $ - Insurance 848 1,054 Prepaid costs 1,018 - Total $ 113,521 $ 1,054 |
Note 5 - Fixed assets
Note 5 - Fixed assets | 12 Months Ended |
Dec. 31, 2018 | |
Notes | |
Note 5 - Fixed assets | Note 5 Fixed assets Fixed assets consist of the following: December 31, 2018 December 31, 2017 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 $ - $ - Depreciation expense was $0 for December 31, 2018 and 2017. |
Note 6 - Other Assets
Note 6 - Other Assets | 12 Months Ended |
Dec. 31, 2018 | |
Notes | |
Note 6 - Other Assets | Note 6 Other Assets Other assets consist of the following: December 31, 2018 December 31, 2017 Prepaid Consulting $ 56,718 $ - Deposit 4,123 4,123 Restricted cash 10,172 10,156 Prepaid costs - 9,648 Total $ 71,013 $ 23,927 |
Note 7 - Convertible Notes Paya
Note 7 - Convertible Notes Payable | 12 Months Ended |
Dec. 31, 2018 | |
Notes | |
Note 7 - Convertible Notes Payable | Note 7 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 was recorded. The convertible promissory notes incur interest at 12% per annum for which $28,000 plus accrued interest were due on April 30, 2018 and June 15, 2018. The convertible promissory notes were convertible to shares of the Company's common stock 180 days after issuance. The conversion price per share was equal to 55% of the average of the three (3) lowest trading price of the Company's common stock during the fifteen (15) trading days immediately preceding the applicable conversion date. The Company had the option to prepay the convertible notes in the first 180 days from closing subject to prepayment penalties ranging from 120 of 145% of principal balance plus interest, depending upon the date of prepayment. The convertible promissory notes included various default provisions for which the default interest rate increases to 22% per annum with the outstanding principal and accrued interest increasing by 150%. These notes were fully converted into 18,907,307 shares of common stock during the year ended December 31, 2018. On January 3, 2018, February 27, 2018, May 1, 2018, June 5, 2018, July 2, 2018, August 6, 2018, October 3, 2018, November 15, 2018, and December 6, 2018, the Company entered into five $28,000 convertible promissory notes and four $33,000 convertible promissory notes with a third party for which the proceeds were used for operations. The Company received net proceeds of $245,000 and a $27,000 original issuance discount was recorded. The convertible promissory notes incur interest at 12% per annum for which $28,000 plus accrued interest are/were due on October 15, 2018, November 20, 2018, February 15, 2019, April 15, 2019 and May 30, 2019 and $33,000 plus accrued interest are/were due March 30, 2019, July 30, 2019, August 30, 2019, and September 30, 2019. The convertible promissory notes are convertible to shares of the Company's common stock 180 days after issuance. The conversion price per share is equal to 55% of the average of the three (3) lowest trading prices of the Company's common stock during the fifteen (15) trading days immediately preceding the applicable conversion date. The Company has the option to prepay the convertible notes in the first 180 days from closing subject to prepayment penalties ranging from 120% to 145% of principal balance plus interest, depending upon the date of prepayment. The convertible promissory notes include various default provisions for which the default interest rate increases to 22% per annum with the outstanding principal and accrued interest increasing by 150%. The Company was required to reserve at December 31, 2018, a total of 659,706,845 common shares in connection with the promissory notes. Derivative liabilities These convertible promissory notes are convertible into a variable number of shares of common stock for which there is not a floor to the number of common stock we might be required to issue. Based on the requirements of ASC 815 Derivatives and Hedging, the conversion feature represented an embedded derivative that is required to be bifurcated and accounted for as a separate derivative liability. The derivative liability is originally recorded at its estimated fair value and is required to be revalued at each conversion event and reporting period. Changes in the derivative liability fair value are reported in operating results each reporting period. 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 convertible notes payable and a day one loss on derivative liabilities of $83,968 was recorded. The Company valued the conversion feature using the Black-Scholes option pricing model with the following assumptions: conversion prices ranging from of $0.003 to $0.004, the closing stock price of the Company's common stock on the date of valuation ranging from $0.008 to $0.009, an expected dividend yield of 0%, expected volatility ranging from 299% to 319%, risk-free interest rates ranging from 1.21% to 1.23%, and an expected term of 0.77 years. On December 31, 2017, the derivative liabilities were revalued at $107,769 resulting in a loss of $57,769 related to the change in fair value of the derivative liabilities. The derivative liabilities were revalued using the Black-Scholes option pricing model with the following assumptions: conversion price of $0.003, the closing stock price of the Company's common stock on the date of valuation of $0.008, an expected dividend yield of 0%, expected volatility ranging from 330% to 341%, risk-free interest rate of 1.31%, and an expected term ranging from 0.33 to 0.45 years. For the nine notes issued during the year ended December 31, 2018, the Company valued the conversion feature on the date of issuance resulting in initial liability of $633,121. Since the fair value of the derivatives were in excess of the proceeds received of $245,000, a full discount to convertible notes payable and a day one loss on derivative liabilities of $388,121 was recorded during the year ended December 31, 2018. Upon issuance, the Company valued the conversion feature using the Black-Scholes option pricing model with the following assumptions: conversion prices ranging from $0.002 to $0.006, the closing stock price of the Company's common stock on the date of valuation ranging from $0.0045 to $0.0220, an expected dividend yield of 0%, expected volatility ranging from 214% to 304%, risk-free interest rates ranging from 1.81% to 2.70%, and an expected term ranging from 0.76 to 0.82 years. During the year ended December 31, 2018, five of the $28,000 convertible notes and one of the $33,000 convertible notes were converted into 66,062,182 shares of common stock. At each conversion date, the Company recalculated the value of the derivative liability associated with the convertible note recording a gain (loss) in connection with the change in fair market value. In addition, the pro-rata portion of the derivative liability as compared to the portion of the convertible note converted was reclassed to additional paid-in capital. During the year ended December 31, 2018, the Company recorded a gain of $165,563 related to the change of fair value of the derivative liability and recorded $311,509 to additional paid-in capital. The derivative liabilities were revalued using the Black-Scholes option pricing model with the following assumptions: conversion prices ranging from $0.0033 to $0.005 the closing stock price of the Company's common stock on the date of valuation ranging from $0.0028 to $0.02720, an expected dividend yield of 0%, expected volatility ranging from 185% to 277%, risk-free interest rates ranging from 1.81% to 2.70%, and expected terms ranging from 0.07 to 0.75 years. On December 31, 2018, the derivative liabilities on the remaining five convertible notes were revalued at $466,612 resulting in a loss of $388,121for the year ended December 31, 2018 related to the change in fair value of the derivative liabilities. The derivative liabilities were revalued using the Black-Scholes option pricing model with the following assumptions: exercise price of $0.002, the closing stock price of the Company's common stock on the date of valuation of $0.0055, an expected dividend yield of 0%, expected volatility ranging from 248% to 279%, risk-free interest rate of 2.63%, and an expected term ranging from 0.29 to 0.75 years. The Company amortizes the discounts over the term of the convertible promissory notes using the straight line method which is similar to the effective interest method. During the years ended December 31, 2018 and 2017, the Company amortized $194,985 and $27,459 to interest expense, respectively. As of December 31, 2018, discounts of $105,556 remained for which will be amortized through September 30, 2019. |
Note 8 - Notes Payable - Relate
Note 8 - Notes Payable - Related Parties | 12 Months Ended |
Dec. 31, 2018 | |
Notes | |
Note 8 - Notes Payable - Related Parties | Note 8 Notes payable-related parties Notes payable-related parties consist of: 2018 2017 Note payable Scientific Advisory Board Member, unsecured, including interest at 10% per annum, with a maturity date of December 31, 2019 $ 17,015 $ 15,868 Three notes payable Chief Executive Officer, unsecured, including interest at 8%, 10% and 10% per annum, respectively, with maturity dates of December 31, 2019. 138,105 132,366 Note payable Chief Financial Officer, unsecured, including interest at 8% per annum, with a maturity date of December 31, 2019. 99,200 92,800 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, 2019 204,167 188,167 $ 458,487 $ 429,201 |
Note 9 - Related party transact
Note 9 - Related party transactions | 12 Months Ended |
Dec. 31, 2018 | |
Notes | |
Note 9 - Related party transactions | Note 9 Related party transactions As of December 31, 2018 and 2017, the Company accrued officers salary of $663,100 and $391,000, respectively. 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. On October 25, 2018, we issued 15,000,000 shares of common stock, valued at .0071 each to two officers and one director of the Company under a Restricted Stock Award. The Financial Accounting Standards Board (FASB) issued ASU 2018-07 to expand the scope of Topic 718 to include share-based payments issued to nonemployees. The effective date for public companies is for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. For all other entities, the effective date is fiscal years beginning after December 15, 2019. The Company has elected to early adopt. |
Note 10 - Income Taxes
Note 10 - Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Notes | |
Note 10 - Income Taxes | Note 10 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, 2018 December 31, 2017 Expected income tax at statutory rate $ (391,884) $ (338,188) State tax 168 272 Permanent differences 253,768 829 Change in valuation allowance 149,704 (223,742) Change in tax rate - 561,529 Other (11,756) 100 Provision for income taxes $ - $ 800 The significant components of deferred income tax assets and liabilities at December 31, 2018 and 2017 are as follows: December 31, 2018 December 31, 2017 Net operating loss carry-forward $ 1,321,683 $ 1,208,949 Valuation allowance (1,321,683) (1,208,949) Net deferred income tax asset $ - $ - The Company has net operating losses carried forward of approximately $5 million and $4.3 million as of December 31, 2018 and 2017, respectively, available to offset taxable income in future years which expire beginning in fiscal 2032. As of and for the years ended December 31, 2018 and 2017, management does not believe the Company has any uncertain tax positions. Accordingly, there are no recognized tax benefits at December 31, 2018 and 2017. On December 22, 2017, the United States enacted the Tax Cuts and Jobs Act (the Act) resulting in significant modifications to existing law including lowering the corporate tax rate from 34% to 21%. In addition to applying the new lower corporate tax rate in 2018 and thereafter to any taxable income we may have, the legislation affects the way we can use and carry forward net operating losses previously accumulated and results in a revaluation of deferred tax assets and liabilities recorded on our balance sheet. The Company has completed the accounting for the effects of the Act during the year ended December 31, 2018. Given that current deferred tax assets are offset by a full valuation allowance, these changes did not have an impact on the balance sheet. |
Note 11 - Equity
Note 11 - Equity | 12 Months Ended |
Dec. 31, 2018 | |
Notes | |
Note 11 - Equity | Note 11 Equity Our authorized capital stock consists of an aggregate of 2,505,000,000 shares, comprised of 2,500,000,000 shares of common stock, par value $0.001 per share, and 5,000,000 shares of preferred stock, which may be issued in various series from time to time and the rights, preferences, privileges and restrictions of which shall be established by our board of directors. As of December 31, 2018, we have 1,011,063,182 shares of Common Stock and no preferred shares issued and outstanding. Issuances of Unregistered Securities 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 3, 2017, we issued 1,000,000 shares of common stock, valued at $0.0067 per share for consulting services. 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 April 28, 2017 , we issued 10,000,000 shares of common stock , valued at $0.008 per share, for legal services and 1,000,000 shares of common stock, valued at $0.004 per share, for an investment in the Companys Private Placement. On July 6, 2017, we issued 2,000,000 shares of common stock, valued at $0.0083 per share for consulting services. On July 24, 2017, we issued a six month convertible note in the amount of $28,000 with an annual interest rate of 10%. On August 21, 2017, we issued 6,250,000 shares of common stock, valued at $0.004 per share, for an investment in the Companys Private Placement and 1,000,000 shares of common stock, valued at $0.0053 per share, for consulting services. On August 28, 2017, we issued 2,000,000 shares of common stock, valued at $0.0063 per share, for consulting services. On September 7, 2017, we issued a six month convertible note in the amount of $28,000 with an annual interest rate of 10%. On September 20, 2017, we issued 3,000,000 shares of common stock, valued at $0.004 per share, for an investment in the Companys Private Placement to a related party. On October 2, 2017, we issued 2,500,000 shares of common stock, valued at $0.0095 per share for consulting services. 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. On January 26, 2018, we issued 2,424,242 shares of common stock for the partial conversion of $8,000 for convertible note dated July 24, 2017. On February 1, 2018, we issued 6,376,471 shares of common stock for the conversion of the balance of $20,000 for convertible note dated July 24, 2017. On February 1, 2018, we issued 5,000,000 shares of common stock, valued at $0.009 per share, for consulting services. On February 1, 2018, we issued 2,500,000 shares of common stock, valued at $0.009 per share, for consulting services. On February 20, 2018, we issued 15,000,000 shares of common stock, valued at $0.004 per share, for an investment in the Companys Private Placement to a related party. On February 20, 2018, we issued 2,500,000 shares of common stock, valued at $0.0062 per share, for consulting services. On April 14, 2018, we issued 2,500,000 shares of common stock, valued at $0.004 per share, for an investment in the Companys Private Placement to a related party. On April 14, 2018, we issued 5,000,000 shares of common stock, valued at $0.0057 per share, for consulting services. On April 27, 2018, we issued 3,225,806 shares of common stock for the partial conversion of $8,000 for convertible note dated September 7, 2017. On May 1, 2018, we issued 4,137,931 shares of common stock for the partial conversion of $12,000 for convertible note dated September 7, 2017. On May 2, 2018, we issued 25,000,000 shares of common stock, valued at $0.004 per share, for an investment in the Companys Private Placement to a related party. On May 21, 2018, we issued 2,742,857 shares of common stock for the partial conversion of $6,000 for convertible note dated September 7, 2017. On June 15, 2018, we issued 8,500,000 shares of common stock, valued at $0.004 per share, for an investment in the Companys Private Placement. On July 3, 2018, we issued 5,000,000 shares of common stock, valued at $0.004 per share, for an investment in the Companys Private Placement. On July 9, 2018, we issued 4,166,667 shares of common stock for the partial conversion of $15,000 for convertible note dated January 3, 2018. On July 12, 2018, we issued 4,077,778 shares of common stock for the partial conversion of $13,000 for convertible note dated January 3, 2018. On July 19, 2018, we issued 2,500,000 shares of common stock, valued at $0.015 per share, to a Scientific Advisory Board member for consulting services. On August 7, 2018, we issued 11,000,000 shares of common stock at $0.011 per share, for consulting services. On September 5, 2018, we issued 3,260,870 shares of common stock for the partial conversion of $15,000 for convertible note dated February 27, 2018. On September 10, 2018, we issued 3,262,222 shares of common stock for the partial conversion of $13,000 for convertible note dated February 27, 2018. On September 19, 2018, we issued 5,000,000 shares of common stock, valued at $0.005 per share, for an investment in the Companys Private Placement. On September 19, 2018, we issued 1,500,000 shares of common stock, valued at $0.01 per share, to a Scientific Advisory Board member for consulting services. On October 25, 2018, we issued 15,000,000 shares of common stock, valued at .0071 each to two officers and one director of the Company under a Restricted Stock Award. On November 15, 2018, we issued 2,500,000 shares of common stock, valued at $0.008 per share, to a Scientific Advisory Board member for consulting services. On November 23, 2018, we issued 3,805,899 shares of common stock for the partial conversion of $12,000 for convertible note dated May 1, 2018. On November 26, 2018, we issued 4,347,826 shares of common stock for the partial conversion of $10,000 for convertible note dated May 1, 2018. On November 28, 2018, we issued 3,657,143 shares of common stock for the partial conversion of $6,000 for convertible note dated May 1, 2018. On December 7, 2018, we issued 8,823,529 shares of common stock for the partial conversion of $15,000 for convertible note dated June 5, 2018. On December 14, 2018, we issued 5,882,353 shares of common stock for the partial conversion of $10,000 for convertible note dated June 5, 2018. On December 17, 2018, we issued 5,870,588 shares of common stock for the partial conversion of $8,000 for convertible note dated June 5, 2018. On January 3, 2019, we issued 15,000,000 shares of common stock, valued at .0071 each to two officers and one director of the Company under a Restricted Stock Award. On January 3, 2019, we issued 10,000,000 shares of common stock, valued at $0.005 per share, to a Scientific Advisory Board member for consulting services. On January 7, 2019, we issued 7,500,000 shares of common stock for the partial conversion of $12,000 for convertible note dated July 2, 2018. On January 9, 2019, we issued 6,250,000 shares of common stock for the partial conversion of $10,000 for convertible note dated July 2, 2018. On January 9, 2019, we issued 4,800,000 shares of common stock for the partial conversion of $7.680 for convertible note dated July 2, 2018. On February 8, 2019, we issued 8,333,333 shares of common stock for the partial conversion of $10,000 for convertible note dated August 6, 2018. On February 12, 2019, we issued 8,155,556 shares of common stock for the partial conversion of $14,680 for convertible note dated August 6, 2018. |
Note 12 - Legal proceedings
Note 12 - Legal proceedings | 12 Months Ended |
Dec. 31, 2018 | |
Notes | |
Note 12 - Legal proceedings | Note 12 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 13 - Commitments and Conti
Note 13 - Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Notes | |
Note 13 - Commitments and Contingencies | Note 13 Commitments and Contingencies Effective May 1, 2017, the Company entered into a fourth amendment to a Lease Agreement for property located in Oceanside, CA. The lease consists of approximately 1,700 square feet and the amendment is for a term of 36 months and expires on April 30, 2020. During the year ended December 31, 2018 and 2017,the Company incurred rent expense of $21,774 and $21,145. Future minimum lease payments as of December 31, 2018 are as follows: 2019 $ 22,272 2020 $ 7,492 |
Note 14 - Subsequent Events
Note 14 - Subsequent Events | 12 Months Ended |
Dec. 31, 2018 | |
Notes | |
Note 14 - Subsequent Events | Note 14 Subsequent events On January 2, 2019, we issued a nine month convertible note in the amount of $33,000 with an annual interest rate of 12%. On January 3, 2019, we issued 15,000,000 shares of common stock, valued at .0071 each to two officers and one director of the Company under a Restricted Stock Award. On January 3, 2019, we issued 10,000,000 shares of common stock, valued at $0.005 per share, to a Scientific Advisory Board member for consulting services. On January 7, 2019, we issued 7,500,000 shares of common stock for the partial conversion of $12,000 for convertible note dated July 2, 2018. On January 9, 2019, we issued 6,250,000 shares of common stock for the partial conversion of $10,000 for convertible note dated July 2, 2018. On January 9, 2019, we issued 4,800,000 shares of common stock for the partial conversion of $7,680 for convertible note dated July 2, 2018. On February 2, 2019, we issued a nine month convertible note in the amount of $33,000 with an annual interest rate of 12%. On February 8, 2019, we issued 8,333,333 shares of common stock for the partial conversion of $10,000 for convertible note dated August 6, 2018. On February 12, 2019, we issued 8,155,556 shares of common stock for the partial conversion of $14,680 for convertible note dated August 6, 2018. On March 11, 2019, we issued a nine month convertible note in the amount of $28,000 with an annual interest rate of 12%. In accordance with ASC 855, the Company has analyzed its operations subsequent to December 31, 2018 through the date these financial statements were issued, and has determined that it does not have any other material subsequent events to disclose in these financial statements. |
Note 2 - Basis of Presentatio_2
Note 2 - Basis of Presentation and Significant Accounting Policies: Principles of Consolidation (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
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 Presentatio_3
Note 2 - Basis of Presentation and Significant Accounting Policies: Revenue Recognition (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Policies | |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with ASC 606,Revenue from Contracts with Customers (ASC 606). In accordance with ASC 606, the company applies the following methodology to recognize revenue: 1) Identify the contract with a customer. 2) Identify the performance obligations in the contract. 3) Determine the transaction price. 4) Allocate the transaction price to the performance obligations in the contract. 5) Recognize revenue when (or as) the entity satisfies a performance obligation. |
Note 2 - Basis of Presentatio_4
Note 2 - Basis of Presentation and Significant Accounting Policies: Cash and Cash Equivalents (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Policies | |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. |
Note 2 - Basis of Presentatio_5
Note 2 - Basis of Presentation and Significant Accounting Policies: Derivative Liabilities (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
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 2018 and 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 derivative liabilities of $466,612 and $107,769 at December 31, 2018 and 2017, respectively. |
Note 2 - Basis of Presentatio_6
Note 2 - Basis of Presentation and Significant Accounting Policies: Fair Value of Financial Instruments (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Policies | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Companys financial instruments consist of cash and cash equivalents, prepaids, convertible notes, and payables. The carrying amount of cash and cash equivalents and payables approximates fair value because of the short-term nature of these items. Fair value is an exit price, representing the amount that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. Fair value measurements are required to be disclosed by level within the following fair value hierarchy: Level 1 Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. Level 2 Inputs (other than quoted prices included in Level 1) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instruments anticipated life. Level 3 Inputs lack observable market data to corroborate managements estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. When determining fair value, whenever possible the Company uses observable market data, and relies on unobservable inputs only when observable market data is not available. As of December 31, 2018, the Company has level 3 fair value calculations on derivative liabilities. The table below reflects the results of our Level 3 fair value calculations: The following is the change in derivative liability for the year ended December 31, 2018: Balance - December 31, 2017 $ 107,769 Issuance of new derivative liabilities 633,122 Conversions to paid-in capital (311,509) Change in fair market value of derivative liabilities 37,230 Balance December 31, 2018 $ 466,612 |
Note 2 - Basis of Presentatio_7
Note 2 - Basis of Presentation and Significant Accounting Policies: Use of Estimates (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
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 Presentatio_8
Note 2 - Basis of Presentation and Significant Accounting Policies: Comprehensive Loss (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Policies | |
Comprehensive Loss | Comprehensive Loss Comprehensive loss for the periods reported was comprised solely of the Companys net loss. |
Note 2 - Basis of Presentatio_9
Note 2 - Basis of Presentation and Significant Accounting Policies: Net Loss Per Share (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Policies | |
Net Loss Per Share | Net 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, 2018 and 2017, a total of 226,902,346 and zero , |
Note 2 - Basis of Presentati_10
Note 2 - Basis of Presentation and Significant Accounting Policies: Depreciation and Amortization (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
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. During the years ended December 31, 2018 and 2017, there was no depreciation or amortization expense as all fixed assets have been fully depreciated. |
Note 2 - Basis of Presentati_11
Note 2 - Basis of Presentation and Significant Accounting Policies: Long-lived Assets (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
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 Presentati_12
Note 2 - Basis of Presentation and Significant Accounting Policies: Research and Development (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Policies | |
Research and Development | Research and Development Research and Development costs are expensed as incurred. Research and Development expenses were $74,970 and 25,106 for the years ended December 31, 2018 and 2017, respectiverly. |
Note 2 - Basis of Presentati_13
Note 2 - Basis of Presentation and Significant Accounting Policies: Income Taxes (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
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 Presentati_14
Note 2 - Basis of Presentation and Significant Accounting Policies: Stock-Based Compensation (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
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. The Financial Accounting Standards Board (FASB) issued ASU 2018-07 to expand the scope of Topic 718 to include share-based payments issued to nonemployees. The effective date for public companies is for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. For all other entities, the effective date is fiscal years beginning after December 15, 2019. The Company has elected to early adopt. |
Note 2 - Basis of Presentati_15
Note 2 - Basis of Presentation and Significant Accounting Policies: Recent Accounting Pronouncements (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
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 was 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 did not have a material impact on the Companys financial position or results of operations. The Financial Accounting Standards Board (FASB) issued ASU 2018-07, Compensation Stock Compensation (Topic 718): Improvements to Nonemployee Share-based Payment Accounting to expand the scope of Topic 718 to include share-based payments issued to nonemployees. The effective date for public companies is for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. For all other entities, the effective date is fiscal years beginning after December 15, 2019. The Company has elected to early adopt. |
Note 2 - Basis of Presentati_16
Note 2 - Basis of Presentation and Significant Accounting Policies: Reclassifications (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Policies | |
Reclassifications | Reclassifications Certain reclassifications have been made to the prior years consolidated financial statements to conform to the current year presentation. These reclassifications had no effect on previously reported results of consolidated operations or equity. |
Note 2 - Basis of Presentati_17
Note 2 - Basis of Presentation and Significant Accounting Policies: Fair Value of Financial Instruments: Schedule of Change in Derivative Liability (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Tables/Schedules | |
Schedule of Change in Derivative Liability | Balance - December 31, 2017 $ 107,769 Issuance of new derivative liabilities 633,122 Conversions to paid-in capital (311,509) Change in fair market value of derivative liabilities 37,230 Balance December 31, 2018 $ 466,612 |
Note 4 - Prepaid expense and _2
Note 4 - Prepaid expense and other current assets: Schedule of Prepaid expenses and other current assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Tables/Schedules | |
Schedule of Prepaid expenses and other current assets | December 31, 2018 December 31, 2017 Prepaid Consulting $ 111,655 $ - Insurance 848 1,054 Prepaid costs 1,018 - Total $ 113,521 $ 1,054 |
Note 5 - Fixed assets_ Property
Note 5 - Fixed assets: Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Tables/Schedules | |
Property, Plant and Equipment | December 31, 2018 December 31, 2017 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 - Other Assets_ Schedule
Note 6 - Other Assets: Schedule of Other Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Tables/Schedules | |
Schedule of Other Assets | December 31, 2018 December 31, 2017 Prepaid Consulting $ 56,718 $ - Deposit 4,123 4,123 Restricted cash 10,172 10,156 Prepaid costs - 9,648 Total $ 71,013 $ 23,927 |
Note 8 - Notes Payable - Rela_2
Note 8 - Notes Payable - Related Parties: Notes payable, Related Parties (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Tables/Schedules | |
Notes payable, Related Parties | 2018 2017 Note payable Scientific Advisory Board Member, unsecured, including interest at 10% per annum, with a maturity date of December 31, 2019 $ 17,015 $ 15,868 Three notes payable Chief Executive Officer, unsecured, including interest at 8%, 10% and 10% per annum, respectively, with maturity dates of December 31, 2019. 138,105 132,366 Note payable Chief Financial Officer, unsecured, including interest at 8% per annum, with a maturity date of December 31, 2019. 99,200 92,800 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, 2019 204,167 188,167 $ 458,487 $ 429,201 |
Note 10 - Income Taxes_ Schedul
Note 10 - Income Taxes: Schedule of Components of Income Tax Expense (Benefit) (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Tables/Schedules | |
Schedule of Components of Income Tax Expense (Benefit) | December 31, 2018 December 31, 2017 Expected income tax at statutory rate $ (391,884) $ (338,188) State tax 168 272 Permanent differences 253,768 829 Change in valuation allowance 149,704 (223,742) Change in tax rate - 561,529 Other (11,756) 100 Provision for income taxes $ - $ 800 |
Note 10 - Income Taxes_ Sched_2
Note 10 - Income Taxes: Schedule of Deferred Tax Assets and Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Tables/Schedules | |
Schedule of Deferred Tax Assets and Liabilities | December 31, 2018 December 31, 2017 Net operating loss carry-forward $ 1,321,683 $ 1,208,949 Valuation allowance (1,321,683) (1,208,949) Net deferred income tax asset $ - $ - |
Note 13 - Commitments and Con_2
Note 13 - Commitments and Contingencies: Schedule of Future Minimum Lease Payments (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Tables/Schedules | |
Schedule of Future Minimum Lease Payments | 2019 $ 22,272 2020 $ 7,492 |
Note 1 - Nature of Business (De
Note 1 - Nature of Business (Details) | 12 Months Ended |
Dec. 31, 2018 | |
Details | |
Entity Incorporation, Date of Incorporation | Aug. 6, 2007 |
Entity Information, Former Legal or Registered Name | Friendly Auto Dealers, Inc. |
Entity Incorporation, State Country Name | Nevada |
Note 2 - Basis of Presentati_18
Note 2 - Basis of Presentation and Significant Accounting Policies: Derivative Liabilities (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Details | ||
Derivative Liability, Current | $ 466,612 | $ 107,769 |
Note 2 - Basis of Presentati_19
Note 2 - Basis of Presentation and Significant Accounting Policies: Fair Value of Financial Instruments: Schedule of Change in Derivative Liability (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Details | ||
Balance - December 31, 2017 | $ 107,769 | |
Issuance of new derivative liabilities | 633,122 | |
Conversions to paid-in capital | (311,509) | |
Change in fair value of derivative liabilities | 37,230 | $ (26,199) |
Balance - December 31, 2018 | $ 466,612 | $ 107,769 |
Note 2 - Basis of Presentati_20
Note 2 - Basis of Presentation and Significant Accounting Policies: Net Loss Per Share (Details) - shares | Dec. 31, 2018 | Dec. 31, 2017 |
Details | ||
Antidilutive Common Shares Excluded from EPS calculation | 226,902,346 | 0 |
Note 2 - Basis of Presentati_21
Note 2 - Basis of Presentation and Significant Accounting Policies: Depreciation and Amortization (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Details | ||
Depreciation | $ 0 | $ 0 |
Amortization of Acquisition Costs | $ 0 | $ 0 |
Note 3 - Restricted Cash (Detai
Note 3 - Restricted Cash (Details) | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Details | |
Restricted Cash, Current | $ 10,000 |
Restricted Cash, Current, Nature of Restriction, Description | used as collateral for a Company credit card |
Note 4 - Prepaid expense and _3
Note 4 - Prepaid expense and other current assets: Schedule of Prepaid expenses and other current assets (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Details | ||
Prepaid Consulting | $ 111,655 | $ 0 |
Insurance | 848 | 1,054 |
Prepaid costs | 1,018 | 0 |
Prepaid expenses and other current assets | $ 113,521 | $ 1,054 |
Note 5 - Fixed assets_ Proper_2
Note 5 - Fixed assets: Property, Plant and Equipment (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
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 6 - Other Assets_ Schedu_2
Note 6 - Other Assets: Schedule of Other Assets (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Details | ||
Prepaid Consulting | $ 56,718 | $ 0 |
Deposit | 4,123 | 4,123 |
Restricted cash | 10,172 | 10,156 |
Prepaid costs | 0 | 9,648 |
Assets, Noncurrent | $ 71,013 | $ 23,927 |
Note 7 - Convertible Notes Pa_2
Note 7 - Convertible Notes Payable (Details) | 12 Months Ended | ||
Dec. 31, 2018USD ($)$ / shares | Dec. 31, 2017USD ($) | Jun. 30, 2018$ / 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 | ||
Share Price | $ 0.0022 | ||
Amortization to Interest Expense | $ | $ 194,985 | $ 27,459 | |
Discount Balance remaining to be amortized | $ | $ 105,556 | ||
Conversion feature | |||
Fair Value Assumptions, Expected Dividend Rate | 0 | ||
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 | 2.9900 | ||
Fair Value Assumptions, Risk Free Interest Rate | 0.0121 | ||
Conversion feature | Maximum | |||
Fair Value Assumptions, Conversion Price | $ 0.004 | ||
Share Price | $ 0.009 | ||
Fair Value Assumptions, Expected Volatility Rate | 3.1900 | ||
Fair Value Assumptions, Risk Free Interest Rate | 0.0123 | ||
Revalued Derivative Liabilities | |||
Fair Value Assumptions, Conversion Price | $ 0.003 | ||
Share Price | $ 0.008 | ||
Fair Value Assumptions, Expected Dividend Rate | 0 | ||
Fair Value Assumptions, Risk Free Interest Rate | 0.0131 | ||
Revalued Derivative Liabilities | Minimum | |||
Fair Value Assumptions, Expected Volatility Rate | 3.3000 | ||
Fair Value Assumptions, Expected Term | 3 months 29 days | ||
Revalued Derivative Liabilities | Maximum | |||
Fair Value Assumptions, Expected Volatility Rate | 3.4100 | ||
Fair Value Assumptions, Expected Term | 5 months 12 days |
Note 8 - Notes Payable - Rela_3
Note 8 - Notes Payable - Related Parties: Notes payable, Related Parties (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Note payable - Scientific Advisory Board Member, unsecured, including interest at 10% per annum, with a maturity date of December 31, 2018 | ||
Long-term Debt | $ 17,015 | $ 15,868 |
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 | 138,105 | 132,366 |
Note payable - Chief Financial Officer, unsecured, including interest at 8% per annum, with a maturity date of December 31, 2018, | ||
Long-term Debt | 99,200 | 92,800 |
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 | 204,167 | 188,167 |
Long-term Debt | $ 458,487 | $ 429,201 |
Note 9 - Related party transa_2
Note 9 - Related party transactions (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 |
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | 12.00% | |
Event 1 | |||
Stock Issued During Period, Shares, New Issues | 15,000,000 | ||
Debt Instrument, Face Amount | $ 33,000 | $ 33,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | 12.00% | |
Transaction 9 | |||
Sale of Stock, Description of Transaction | $663,100 | $391,000 | |
Transaction 10 | |||
Sale of Stock, Description of Transaction | we issued 12,500,000 shares of common stock | ||
Sale of Stock, Transaction Date | Jan. 17, 2017 | ||
Stock Issued During Period, Shares, New Issues | 12,500,000 | ||
Sale of Stock, Price Per Share | $ 0.004 | $ 0.004 | |
Transaction 11 | |||
Sale of Stock, Description of Transaction | we issued 12,500,000 shares of common stock | ||
Sale of Stock, Transaction Date | Mar. 2, 2017 | ||
Stock Issued During Period, Shares, New Issues | 12,500,000 | ||
Sale of Stock, Price Per Share | $ 0.004 | $ 0.004 | |
Transaction 12 | |||
Sale of Stock, Description of Transaction | we issued a six month convertible note | ||
Sale of Stock, Transaction Date | Apr. 20, 2017 | ||
Debt Instrument, Face Amount | $ 100,000 | $ 100,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | 10.00% | |
Transaction 13 | |||
Sale of Stock, Description of Transaction | we issued 12,500,000 shares of common stock | ||
Sale of Stock, Transaction Date | Oct. 20, 2017 | ||
Stock Issued During Period, Shares, New Issues | 12,500,000 | ||
Sale of Stock, Price Per Share | $ 0.004 | $ 0.004 |
Note 10 - Income Taxes_ Sched_3
Note 10 - Income Taxes: Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Details | ||
Net operating loss carry-forward | $ 1,321,683 | $ 1,208,949 |
Valuation allowance | (1,321,683) | (1,208,949) |
Net deferred income tax asset | $ 0 | $ 0 |
Note 11 - Equity (Details)
Note 11 - Equity (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Common Stock, Shares Authorized | 2,500,000,000 | 990,000,000 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 |
Common Stock, Shares, Issued | 1,011,063,182 | 806,501,000 |
Common Stock, Shares, Outstanding | 1,011,063,182 | 806,501,000 |
Preferred Stock, Shares Issued | 0 | |
Preferred Stock, Shares Outstanding | 0 | |
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% | |
Sale of Stock Transaction 1 | ||
Sale of Stock, Transaction Date | Jan. 17, 2017 | |
Sale of Stock, Description of Transaction | we issued 12,500,000 shares of common stock | |
Shares, Issued | 12,500,000 | |
Sale of Stock, Price Per Share | $ 0.004 | |
Sale of Stock Transaction 2 | ||
Sale of Stock, Transaction Date | Mar. 2, 2017 | |
Sale of Stock, Description of Transaction | we issued 12,500,000 shares of common stock | |
Shares, Issued | 12,500,000 | |
Sale of Stock, Price Per Share | $ 0.004 | |
Sale of Stock Transaction 3 | ||
Sale of Stock, Transaction Date | Apr. 3, 2017 | |
Sale of Stock, Description of Transaction | we issued 1,000,000 shares of common stock | |
Shares, Issued | 1,000,000 | |
Sale of Stock, Price Per Share | $ 0.0067 | |
Sale of Stock Transaction 4 | ||
Sale of Stock, Transaction Date | Apr. 20, 2017 | |
Sale of Stock, Description of Transaction | we issued a six month convertible note | |
Debt Instrument, Description | six month convertible note | |
Debt Instrument, Face Amount | $ 100,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |
Sale of Stock Transaction 5 | ||
Sale of Stock, Transaction Date | Apr. 28, 2017 | |
Sale of Stock, Description of Transaction | we issued 10,000,000 shares of common stock | |
Shares, Issued | 10,000,000 | |
Sale of Stock, Price Per Share | $ 0.008 | |
Sale of Stock Transaction 6 | ||
Sale of Stock, Transaction Date | Apr. 28, 2017 | |
Shares, Issued | 1,000,000 | |
Sale of Stock, Price Per Share | $ 0.004 | |
Sale of Stock Transaction 7 | ||
Sale of Stock, Transaction Date | Jul. 6, 2017 | |
Sale of Stock, Description of Transaction | we issued 2,000,000 shares of common stock | |
Shares, Issued | 2,000,000 | |
Sale of Stock, Price Per Share | $ 0.0083 | |
Sale of Stock Transaction 8 | ||
Sale of Stock, Transaction Date | Jul. 24, 2017 | |
Sale of Stock, Description of Transaction | we issued a six month convertible note | |
Debt Instrument, Description | ix month convertible note | |
Debt Instrument, Face Amount | $ 28,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |
Sale of Stock Transaction 9 | ||
Sale of Stock, Transaction Date | Aug. 21, 2017 | |
Sale of Stock, Description of Transaction | we issued 6,250,000 shares of common stock | |
Shares, Issued | 6,250,000 | |
Sale of Stock, Price Per Share | $ 0.004 | |
Sale of Stock Transaction 10 | ||
Sale of Stock, Transaction Date | Aug. 21, 2017 | |
Shares, Issued | 1,000,000 | |
Sale of Stock, Price Per Share | $ 0.0053 | |
Sale of Stock Transaction 11 | ||
Sale of Stock, Transaction Date | Aug. 28, 2017 | |
Sale of Stock, Description of Transaction | we issued 2,000,000 shares of common stock | |
Shares, Issued | 2,000,000 | |
Sale of Stock, Price Per Share | $ 0.0063 | |
Sale of Stock Transaction 12 | ||
Sale of Stock, Transaction Date | Sep. 7, 2017 | |
Sale of Stock, Description of Transaction | we issued a six month convertible note | |
Debt Instrument, Description | six month convertible note | |
Debt Instrument, Face Amount | $ 28,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |
Sale of Stock Transaction 13 | ||
Sale of Stock, Transaction Date | Sep. 20, 2017 | |
Sale of Stock, Description of Transaction | we issued 3,000,000 shares of common stock | |
Shares, Issued | 3,000,000 | |
Sale of Stock, Price Per Share | $ 0.004 | |
Sale of Stock Transaction 14 | ||
Sale of Stock, Transaction Date | Oct. 2, 2017 | |
Sale of Stock, Description of Transaction | we issued 2,500,000 shares of common stock | |
Shares, Issued | 2,500,000 | |
Sale of Stock, Price Per Share | $ 0.0095 | |
Sale of Stock Transaction 15 | ||
Sale of Stock, Transaction Date | Oct. 20, 2017 | |
Sale of Stock, Description of Transaction | we issued 12,500,000 shares of common stock | |
Shares, Issued | 12,500,000 | |
Sale of Stock, Price Per Share | $ 0.004 | |
Sale of Stock Transaction 16 | ||
Sale of Stock, Transaction Date | Jan. 26, 2018 | |
Sale of Stock, Description of Transaction | we issued 2,424,242 shares of common stock | |
Shares, Issued | 2,424,242 | |
Stock Issued | $ 8,000 | |
Sale of Stock Transaction 17 | ||
Sale of Stock, Transaction Date | Feb. 1, 2018 | |
Sale of Stock, Description of Transaction | we issued 6,376,471 shares of common stock | |
Shares, Issued | 6,376,471 | |
Stock Issued | $ 20,000 | |
Sale of Stock Transaction 18 | ||
Sale of Stock, Transaction Date | Feb. 1, 2018 | |
Sale of Stock, Description of Transaction | we issued 5,000,000 shares of common stock | |
Shares, Issued | 5,000,000 | |
Sale of Stock, Price Per Share | $ 0.009 | |
Sale of Stock Transaction 19 | ||
Sale of Stock, Transaction Date | Feb. 1, 2018 | |
Sale of Stock, Description of Transaction | we issued 2,500,000 shares of common stock | |
Shares, Issued | 2,500,000 | |
Sale of Stock, Price Per Share | $ 0.009 | |
Sale of Stock Transaction 20 | ||
Sale of Stock, Transaction Date | Feb. 20, 2018 | |
Sale of Stock, Description of Transaction | we issued 15,000,000 shares of common stock | |
Shares, Issued | 15,000,000 | |
Sale of Stock, Price Per Share | $ 0.004 | |
Sale of Stock Transaction 21 | ||
Sale of Stock, Transaction Date | Feb. 20, 2018 | |
Sale of Stock, Description of Transaction | we issued 2,500,000 shares of common stock | |
Shares, Issued | 2,500,000 | |
Sale of Stock, Price Per Share | $ 0.0062 | |
Sale of Stock Transaction 22 | ||
Sale of Stock, Transaction Date | Apr. 14, 2018 | |
Sale of Stock, Description of Transaction | we issued 2,500,000 shares of common stock | |
Shares, Issued | 2,500,000 | |
Sale of Stock, Price Per Share | $ 0.004 | |
Sale of Stock Transaction 23 | ||
Sale of Stock, Transaction Date | Apr. 14, 2018 | |
Sale of Stock, Description of Transaction | we issued 5,000,000 shares of common stock | |
Shares, Issued | 5,000,000 | |
Sale of Stock, Price Per Share | $ 0.0057 | |
Sale of Stock Transaction 24 | ||
Sale of Stock, Transaction Date | Apr. 27, 2018 | |
Sale of Stock, Description of Transaction | we issued 3,225,806 shares of common stock | |
Shares, Issued | 3,225,806 | |
Stock Issued | $ 8,000 | |
Sale of Stock Transaction 25 | ||
Sale of Stock, Transaction Date | May 1, 2018 | |
Sale of Stock, Description of Transaction | we issued 4,137,931 shares of common stock | |
Shares, Issued | 4,137,931 | |
Stock Issued | $ 12,000 | |
Sale of Stock Transaction 26 | ||
Sale of Stock, Transaction Date | May 2, 2018 | |
Sale of Stock, Description of Transaction | we issued 25,000,000 shares of common stock | |
Shares, Issued | 25,000,000 | |
Sale of Stock, Price Per Share | $ 0.004 | |
Sale of Stock Transaction 27 | ||
Sale of Stock, Transaction Date | May 21, 2018 | |
Sale of Stock, Description of Transaction | we issued 2,742,857 shares of common stock | |
Shares, Issued | 2,742,857 | |
Stock Issued | $ 6,000 | |
Sale of Stock Transaction 28 | ||
Sale of Stock, Transaction Date | Jun. 15, 2018 | |
Sale of Stock, Description of Transaction | we issued 8,500,000 shares of common stock | |
Shares, Issued | 8,500,000 | |
Sale of Stock, Price Per Share | $ 0.004 | |
Sale of Stock Transaction 29 | ||
Sale of Stock, Transaction Date | Jul. 3, 2018 | |
Sale of Stock, Description of Transaction | we issued 5,000,000 shares of common stock | |
Shares, Issued | 5,000,000 | |
Sale of Stock, Price Per Share | $ 0.004 | |
Sale of Stock Transaction 30 | ||
Sale of Stock, Transaction Date | Jul. 9, 2018 | |
Sale of Stock, Description of Transaction | we issued 4,166,667 shares of common stock | |
Shares, Issued | 4,166,667 | |
Stock Issued | $ 15,000 | |
Sale of Stock Transaction 31 | ||
Sale of Stock, Transaction Date | Jul. 12, 2018 | |
Sale of Stock, Description of Transaction | we issued 4,077,778 shares of common stock | |
Shares, Issued | 4,077,778 | |
Stock Issued | $ 13,000 | |
Sale of Stock Transaction 32 | ||
Sale of Stock, Transaction Date | Jul. 19, 2018 | |
Sale of Stock, Description of Transaction | we issued 2,500,000 shares of common stock | |
Shares, Issued | 2,500,000 | |
Sale of Stock, Price Per Share | $ 0.015 | |
Sale of Stock Transaction 33 | ||
Sale of Stock, Transaction Date | Aug. 7, 2018 | |
Sale of Stock, Description of Transaction | we issued 11,000,000 shares of common stock | |
Shares, Issued | 11,000,000 | |
Sale of Stock, Price Per Share | $ 0.011 | |
Sale of Stock Transaction 34 | ||
Sale of Stock, Transaction Date | Sep. 5, 2018 | |
Sale of Stock, Description of Transaction | we issued 3,260,870 shares of common stock | |
Shares, Issued | 3,260,870 | |
Stock Issued | $ 15,000 | |
Sale of Stock Transaction 35 | ||
Sale of Stock, Transaction Date | Sep. 10, 2018 | |
Sale of Stock, Description of Transaction | we issued 3,262,222 shares of common stock | |
Shares, Issued | 3,262,222 | |
Stock Issued | $ 13,000 | |
Sale of Stock Transaction 36 | ||
Sale of Stock, Transaction Date | Sep. 19, 2018 | |
Sale of Stock, Description of Transaction | we issued 5,000,000 shares of common stock, | |
Shares, Issued | 5,000,000 | |
Sale of Stock, Price Per Share | $ 0.005 | |
Sale of Stock Transaction 37 | ||
Sale of Stock, Transaction Date | Sep. 19, 2018 | |
Sale of Stock, Description of Transaction | we issued 1,500,000 shares of common stock | |
Shares, Issued | 1,500,000 | |
Sale of Stock, Price Per Share | $ 0.01 | |
Sale of Stock Transaction 38 | ||
Sale of Stock, Transaction Date | Oct. 25, 2018 | |
Sale of Stock, Description of Transaction | we issued 15,000,000 shares of common stock | |
Shares, Issued | 15,000,000 | |
Sale of Stock, Price Per Share | $ 71 | |
Sale of Stock Transaction 39 | ||
Sale of Stock, Transaction Date | Nov. 15, 2018 | |
Sale of Stock, Description of Transaction | we issued 2,500,000 shares of common stock | |
Shares, Issued | 2,500,000 | |
Sale of Stock, Price Per Share | $ 0.008 | |
Sale of Stock Transaction 40 | ||
Sale of Stock, Transaction Date | Nov. 23, 2018 | |
Sale of Stock, Description of Transaction | we issued 3,805,899 shares of common stock | |
Shares, Issued | 3,805,899 | |
Stock Issued | $ 12,000 | |
Sale of Stock Transaction 41 | ||
Sale of Stock, Transaction Date | Nov. 26, 2018 | |
Sale of Stock, Description of Transaction | we issued 4,347,826 shares of common stock | |
Shares, Issued | 4,347,826 | |
Stock Issued | $ 10,000 | |
Sale of Stock Transaction 42 | ||
Sale of Stock, Transaction Date | Nov. 28, 2018 | |
Sale of Stock, Description of Transaction | we issued 3,657,143 shares of common stock | |
Shares, Issued | 3,657,143 | |
Stock Issued | $ 6,000 | |
Sale of Stock Transaction 43 | ||
Sale of Stock, Transaction Date | Dec. 7, 2018 | |
Sale of Stock, Description of Transaction | we issued 8,823,529 shares of common stock | |
Shares, Issued | 8,823,529 | |
Stock Issued | $ 15,000 | |
Sale of Stock Transaction 44 | ||
Sale of Stock, Transaction Date | Dec. 14, 2018 | |
Sale of Stock, Description of Transaction | we issued 5,882,353 shares of common stock | |
Shares, Issued | 5,882,353 | |
Stock Issued | $ 10,000 | |
Sale of Stock Transaction 45 | ||
Sale of Stock, Transaction Date | Dec. 17, 2018 | |
Sale of Stock, Description of Transaction | we issued 5,870,588 shares of common stock | |
Shares, Issued | 5,870,588 | |
Stock Issued | $ 8,000 | |
Sale of Stock Transaction 46 | ||
Sale of Stock, Transaction Date | Jan. 3, 2019 | |
Sale of Stock, Description of Transaction | we issued 15,000,000 shares of common stock | |
Shares, Issued | 15,000,000 | |
Sale of Stock, Price Per Share | $ 71 | |
Sale of Stock Transaction 47 | ||
Sale of Stock, Transaction Date | Jan. 3, 2019 | |
Sale of Stock, Description of Transaction | we issued 10,000,000 shares of common stock | |
Shares, Issued | 10,000,000 | |
Sale of Stock, Price Per Share | $ 0.005 | |
Sale of Stock Transaction 49 | ||
Sale of Stock, Transaction Date | Jan. 7, 2019 | |
Sale of Stock, Description of Transaction | we issued 7,500,000 shares of common stock | |
Shares, Issued | 7,500,000 | |
Stock Issued | $ 12,000 | |
Sale of Stock Transaction 50 | ||
Sale of Stock, Transaction Date | Jan. 9, 2019 | |
Sale of Stock, Description of Transaction | we issued 6,250,000 shares of common stock | |
Shares, Issued | 6,250,000 | |
Stock Issued | $ 10,000 | |
Sale of Stock Transaction 51 | ||
Sale of Stock, Transaction Date | Jan. 9, 2019 | |
Sale of Stock, Description of Transaction | we issued 4,800,000 shares of common stock | |
Shares, Issued | 4,800,000 | |
Stock Issued | $ 7.680 | |
Sale of Stock Transaction 52 | ||
Sale of Stock, Transaction Date | Feb. 8, 2019 | |
Sale of Stock, Description of Transaction | we issued 8,333,333 shares of common stock | |
Shares, Issued | 8,333,333 | |
Stock Issued | $ 10,000 | |
Sale of Stock Transaction 53 | ||
Sale of Stock, Transaction Date | Feb. 12, 2019 | |
Sale of Stock, Description of Transaction | we issued 8,155,556 shares of common stock | |
Shares, Issued | 8,155,556 | |
Stock Issued | $ 14,680 |
Note 13 - Commitments and Con_3
Note 13 - Commitments and Contingencies (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Details | ||
Payments for Rent | $ 21,774 | $ 21,145 |
Note 13 - Commitments and Con_4
Note 13 - Commitments and Contingencies: Schedule of Future Minimum Lease Payments (Details) | Dec. 31, 2018USD ($) |
Details | |
Operating Leases, Future Minimum Payments Due, Next Twelve Months | $ 22,272 |
Operating Leases, Future Minimum Payments, Due in Two Years | $ 7,492 |
Note 14 - Subsequent Events (De
Note 14 - Subsequent Events (Details) | 12 Months Ended |
Dec. 31, 2018USD ($)$ / sharesshares | |
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% |
Event 1 | |
Subsequent Event, Date | Jan. 2, 2019 |
Subsequent Event, Description | we issued a nine month convertible note |
Debt Instrument, Description | nine month convertible note |
Debt Instrument, Face Amount | $ 33,000 |
Debt Instrument, Interest Rate, Stated Percentage | 12.00% |
Event 2 | |
Subsequent Event, Date | Jan. 3, 2019 |
Subsequent Event, Description | we issued 15,000,000 shares of common stock |
Shares, Issued | shares | 15,000,000 |
Sale of Stock, Price Per Share | $ / shares | $ 71 |
Event 3 | |
Subsequent Event, Date | Jan. 3, 2019 |
Subsequent Event, Description | we issued 10,000,000 shares of common stock |
Shares, Issued | shares | 10,000,000 |
Sale of Stock, Price Per Share | $ / shares | $ 0.005 |
Event 4 | |
Subsequent Event, Date | Jan. 7, 2019 |
Subsequent Event, Description | we issued 7,500,000 shares of common stock |
Shares, Issued | shares | 7,500,000 |
Stock Issued | $ 12,000 |
Event 5 | |
Subsequent Event, Date | Jan. 9, 2019 |
Subsequent Event, Description | we issued 6,250,000 shares of common stock |
Shares, Issued | shares | 6,250,000 |
Stock Issued | $ 10,000 |
Event 6 | |
Subsequent Event, Date | Jan. 9, 2019 |
Subsequent Event, Description | we issued 4,800,000 shares of common stock |
Shares, Issued | shares | 4,800,000 |
Stock Issued | $ 7,680 |
Event 7 | |
Subsequent Event, Date | Feb. 2, 2019 |
Subsequent Event, Description | we issued a nine month convertible note |
Debt Instrument, Description | nine month convertible note |
Debt Instrument, Face Amount | $ 33,000 |
Debt Instrument, Interest Rate, Stated Percentage | 12.00% |
Event 8 | |
Subsequent Event, Date | Feb. 8, 2019 |
Subsequent Event, Description | we issued 8,333,333 shares of common stock |
Shares, Issued | shares | 8,333,333 |
Stock Issued | $ 10,000 |
Event 9 | |
Subsequent Event, Date | Feb. 12, 2019 |
Subsequent Event, Description | we issued 8,155,556 shares of common stock |
Shares, Issued | shares | 8,155,556 |
Stock Issued | $ 14,680 |
Event 10 | |
Subsequent Event, Date | Mar. 11, 2019 |
Subsequent Event, Description | we issued a nine month convertible note |
Debt Instrument, Description | nine month convertible note |
Debt Instrument, Face Amount | $ 28,000 |
Debt Instrument, Interest Rate, Stated Percentage | 12.00% |