Document and Entity Information
Document and Entity Information - USD ($) | Apr. 09, 2019 | Dec. 31, 2018 | Jun. 30, 2018 |
Details | |||
Registrant Name | Trutankless, Inc. | ||
Registrant CIK | 0001429393 | ||
SEC Form | 10-K | ||
Period End date | Dec. 31, 2018 | ||
Fiscal Year End | --12-31 | ||
Trading Symbol | tkls | ||
Number of common stock shares outstanding | 37,413,906 | ||
Public Float | $ 16,590,369.60 | ||
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 Listing, Par Value Per Share | $ 0.001 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets | ||
Cash | $ 9,668 | $ 78,599 |
Accounts receivable | 214,260 | 129,246 |
Inventory | 403,322 | 157,487 |
Prepaid expenses | 227,111 | 318,207 |
Total current assets | 854,361 | 683,539 |
Fixed assets, net of accumulated depreciation | 1,227 | 1,223 |
Other Assets | ||
Security deposits | 3,281 | 1,500 |
Trademarks | 11,914 | 11,916 |
Software | 22 | 4,167 |
Total other assets | 15,217 | 17,583 |
Total assets | 870,805 | 702,345 |
Current liabilities | ||
Accounts payable and accrued liabilities | 1,171,562 | 624,253 |
Accrued interest payable - related party | 10,166 | 4,483 |
Customer deposits | 600 | 600 |
Advances | 7,123 | 4,300 |
Line of credit - related party | 0 | 4,791 |
Notes payable - related party | 99,150 | 34,150 |
Notes payable, net of debt discount | 45,717 | 380,000 |
Convertible notes payable, net of debt discount | 983,220 | 932,041 |
Total current liabilities | 2,317,538 | 1,984,618 |
Convertible notes payable - long term, net of debt discount | 226,880 | 151,359 |
Notes payable - long-term, net of debt discount | 282,233 | 0 |
Total long-term liabilities | 509,113 | 151,359 |
Total liabilities | 2,826,651 | 2,135,977 |
Stockholders' deficit | ||
Preferred stock, $0.001 par value, 10,000,000 shares authorized, 76,000 shares issued and outstanding as of December 31, 2018 and 2017, respectively | 76 | 76 |
Common stock, $0.001 par value, 100,000,000 shares authorized, 34,739,902 and 27,924,842 shares issued and outstanding as of December 31, 2018 and 2017, respectively | 34,740 | 27,925 |
Additional paid in capital | 25,364,090 | 21,986,722 |
Subscriptions payable | 178,000 | 548,780 |
Accumulated deficit | (27,532,752) | (23,997,135) |
Total stockholders' deficit | (1,955,846) | (1,433,632) |
Total liabilities and stockholders' deficit | $ 870,805 | $ 702,345 |
CONSOLIDATED BALANCE SHEETS - P
CONSOLIDATED BALANCE SHEETS - Parenthetical - $ / shares | Dec. 31, 2018 | Dec. 31, 2017 |
Details | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Preferred Stock, Shares Outstanding | 76,000 | 76,000 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 |
Common Stock, Shares, Issued | 34,739,902 | 27,924,842 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Details | ||
Revenue | $ 1,537,958 | $ 695,857 |
Cost of goods sold | (1,703,608) | (530,593) |
Gross profit | (165,650) | 165,264 |
Operating expenses | ||
General and administrative | 1,384,342 | 1,710,117 |
Research and development | 216,069 | 165,218 |
Professional fees | 1,127,937 | 694,736 |
Total operating expenses | 2,728,348 | 2,570,071 |
Other expenses | ||
Interest expense | (641,619) | (467,164) |
Total other expenses | (641,619) | (467,164) |
Net income (loss) | $ (3,535,617) | $ (2,871,971) |
Net loss per common share - basic | $ (0.11) | $ (0.11) |
Weighted average number of common shares outstanding - basic | 30,747,462 | 25,086,788 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) | Preferred Stock | Common Stock | Additional Paid-in Capital | Subscriptions Payable | Retained Earnings | Total |
Equity Balance at Dec. 31, 2016 | $ 61 | $ 23,724 | $ 20,382,603 | $ 40,000 | $ (21,073,013) | $ (626,625) |
Equity Balance, shares at Dec. 31, 2016 | 61,000 | 23,722,342 | ||||
Prior period adjustment | $ 0 | $ 0 | 0 | 0 | (40,751) | (40,751) |
Stock Issued During Period, Value, New Issues | $ 25 | $ 2,490 | 909,963 | 110,780 | 0 | 1,023,258 |
Stock Issued During Period, Shares, New Issues | 25,000 | 2,490,000 | ||||
Stock Repurchased and Retired During Period, Value | $ 0 | $ (300) | (83,700) | 0 | 0 | (84,000) |
Stock Repurchased and Retired During Period, Shares | 0 | (300,000) | ||||
Stock issued for cancelation, value | $ 0 | $ 600 | 299,400 | 400,000 | 0 | $ 700,000 |
Stock issued for cancelation, shares | 0 | 600,000 | 600,000 | |||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ (10) | $ 50 | (40) | 0 | 0 | $ 0 |
Stock Issued During Period, Shares, Conversion of Convertible Securities | (10,000) | 50,000 | ||||
Stock Issued During Period, Value, Issued for Services | $ 0 | $ 1,362 | 473,819 | (2,000) | 0 | 473,181 |
Stock Issued During Period, Shares, Issued for Services | 0 | 1,362,500 | ||||
Adjustments to Additional Paid in Capital, Warrant Issued | $ 0 | $ 0 | 4,677 | 0 | 0 | 4,677 |
Adjustments to Additional Paid in Capital, Dividends in Excess of Retained Earnings | 0 | 0 | 0 | 0 | (11,400) | (11,400) |
Net income (loss) | $ 0 | $ 0 | 0 | 0 | (2,871,971) | (2,871,971) |
Equity Balance, shares at Dec. 31, 2017 | 76,000 | 27,924,842 | ||||
Equity Balance at Dec. 31, 2017 | $ 76 | $ 27,925 | 21,986,722 | 548,780 | (23,997,135) | (1,433,632) |
Stock Issued During Period, Value, New Issues | $ 0 | $ 2,694 | 1,160,553 | 39,220 | 0 | $ 1,202,467 |
Stock Issued During Period, Shares, New Issues | 0 | 2,693,500 | 2,693,500 | |||
Stock issued for cancelation, value | $ 0 | $ 600 | 299,400 | (300,000) | 0 | $ 0 |
Stock issued for cancelation, shares | 0 | 600,000 | 600,000 | |||
Stock Issued During Period, Value, Issued for Services | $ 0 | $ 2,727 | 1,344,057 | (110,000) | 0 | $ 1,236,784 |
Stock Issued During Period, Shares, Issued for Services | 0 | 2,726,560 | 2,726,560 | |||
Adjustments to Additional Paid in Capital, Warrant Issued | $ 0 | $ 0 | 176,653 | 0 | 0 | $ 176,653 |
Stock Issued During Period, Value, Other | $ 0 | $ 795 | 396,705 | 0 | 0 | 397,500 |
Stock Issued During Period, Shares, Other | 0 | 795,000 | ||||
Net income (loss) | $ 0 | $ 0 | 0 | 0 | (3,535,617) | (3,535,617) |
Equity Balance, shares at Dec. 31, 2018 | 76,000 | 34,739,902 | ||||
Equity Balance at Dec. 31, 2018 | $ 76 | $ 34,740 | $ 25,364,090 | $ 178,000 | $ (27,532,752) | $ (1,955,846) |
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) | $ (3,535,617) | $ (2,871,971) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Shares issued for services | 1,236,784 | 1,053,180 |
Prior period adjustment | (40,751) | |
Shares issued for cancellation of royalty agreement | 0 | 120,000 |
Depreciation and amortization | 5,035 | 4,379 |
Amortization of debt discount | 393,802 | 253,293 |
Changes in assets and liabilities | ||
(Increase) decrease in accounts receivable | (85,014) | (12,913) |
(Increase) decrease in inventory | (245,835) | (94,651) |
(Increase) decrease in prepaid expenses | 91,096 | (97,901) |
(Increase) decrease in security deposit | (1,781) | 0 |
Increase (decrease) in accounts payable | 547,310 | 162,550 |
Increase (decrease) in accrued interest payable - related party | 5,683 | 2,841 |
Net cash used in operating activities | (1,588,537) | (1,521,944) |
Cash Flows from Investing Activities: | ||
Purchase of fixed assets | (892) | 0 |
Net cash used in investing activities | (892) | 0 |
Cash Flows from Financing Activities: | ||
Proceeds from advances | 2,823 | 3,000 |
Proceeds from convertible notes payable | 285,000 | 705,000 |
Proceeds from notes payable | 115,000 | 15,000 |
Repayments from notes payable | (80,000) | (142,240) |
Proceeds from line of credit - related party | 0 | 22,500 |
Repayments on line of credit - related party | (4,791) | (17,709) |
Proceeds from sale of common stock, net of offering costs | 1,202,466 | 1,044,458 |
Proceeds from sale of preferred stock | 0 | 62,500 |
Repurchase of common stock | 0 | (84,000) |
Dividends paid | 0 | (11,400) |
Net cash provided by financing activities | 1,520,498 | 1,597,109 |
Net increase in cash | (68,931) | 75,165 |
Cash, beginning of period | 162,299 | 87,134 |
Cash, end of period | 9,668 | 162,299 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | 30,450 | 48,118 |
Cash paid for taxes | $ 0 | $ 0 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Notes | |
Summary of Significant Accounting Policies | NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization The Company was incorporated on March 7, 2008 under the laws of the State of Nevada, as Alcantara Brands Corporation. On October 5, 2010, the Company amended its articles of incorporation and changed its name to Bollente Companies, Inc. On June 4, 2018, the Company amended its articles of incorporation and changed its name to Trutankless, Inc. Nature of operations The Company is involved in research and development of a new high quality, whole-house, electric tankless water heater that is more energy efficient than conventional products. Principles of consolidation The consolidated financial statements include the accounts of Trutankless, Inc. and its wholly owned subsidiaries. On May 16, 2010, the Company acquired 100% of the outstanding stock of Bollente, Inc. On the date of acquisition, Bollente, Inc. was 2.78% owned and controlled 100% by Robertson J. Orr, a majority shareholder and officer and director of Trutankless, Inc. and the acquisition was accounted for by means of a pooling of the entities from the date of inception of Trutankless, Inc. on March 7, 2008 because the entities were under common control. All significant inter-company transactions and balances have been eliminated. Use of estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ significantly from those estimates. Cash and cash equivalents For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. The carrying value of these investments approximates fair value. Website The Company capitalizes the costs associated with the development of the Companys website pursuant to ASC Topic 350. Other costs related to the maintenance of the website are expensed as incurred. Amortization is provided over the estimated useful lives of 3 years using the straight-line method for financial statement purposes. The Company plans to commence amortization upon completion and release of the Companys fully operational website. Stock-based compensation The Company records stock based compensation in accordance with the guidance in ASC Topic 505 and 718 which requires the Company to recognize expenses related to the fair value of its employee stock option awards. This eliminates accounting for share-based compensation transactions using intrinsic value and requires instead that such transactions be accounted for using a fair-value-based method. The Company recognizes the cost of all share-based awards on a graded vesting basis over the vesting period of the award. The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with FASB ASC 718-10 and the conclusions reached by the FASB ASC 505-50. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by FASB ASC 505-50. Earnings per share The Company follows ASC Topic 260 to account for the earnings per share. Basic earnings per common share (EPS) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation. Inventory Inventories are stated at the lower of cost (average cost) or market (net realizable value). Revenue recognition The Company records revenue when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable and collectability is probable. The Company records revenue from the sale of product upon shipment or delivery of the products to the customer. The Company also records the shipping income when the products are sent to the customer. Fair value of financial instruments Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2018. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash and accounts payable. Fair values were assumed to approximate carrying values for cash and payables because they are short term in nature and their carrying amounts approximate fair values or they are payable on demand. Level 1: The preferred inputs to valuation efforts are quoted prices in active markets for identical assets or liabilities, with the caveat that the reporting entity must have access to that market. Information at this level is based on direct observations of transactions involving the same assets and liabilities, not assumptions, and thus offers superior reliability. However, relatively few items, especially physical assets, actually trade in active markets. Level 2: FASB acknowledged that active markets for identical assets and liabilities are relatively uncommon and, even when they do exist, they may be too thin to provide reliable information. To deal with this shortage of direct data, the board provided a second level of inputs that can be applied in three situations. Level 3: If inputs from levels 1 and 2 are not available, FASB acknowledges that fair value measures of many assets and liabilities are less precise. The board describes Level 3 inputs as unobservable, and limits their use by saying they shall be used to measure fair value to the extent that observable inputs are not available. This category allows for situations in which there is little, if any, market activity for the asset or liability at the measurement date. Earlier in the standard, FASB explains that observable inputs are gathered from sources other than the reporting company and that they are expected to reflect assumptions made by market participants. Recent Accounting Pronouncements On May 2017, the FASB issued ASU 2017-09, Compensation-Stock Compensation (Topic 718), Scope of Modification Accounting. The amendments in this Update provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. The amendments in this Update are effective for all entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted, including adoption in any interim period, for (1) public business entities for reporting periods for which financial statements have not yet been issued and (2) all other entities for reporting periods for which financial statements have not yet been made available for issuance. Management has reviewed this pronouncement and have determined that it would not have a material impact to the financial statements. In July 2017, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815). The amendments in Part I of this Update change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entitys own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. For freestanding equity classified financial instruments, the amendments require entities that present earnings per share (EPS) in accordance with Topic 260 to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. Convertible instruments with embedded conversion options that have down round features are now subject to the specialized guidance for contingent beneficial conversion features (in Subtopic 470-20, DebtDebt with Conversion and Other Options), including related EPS guidance (in Topic 260). The amendments in Part II of this Update recharacterize the indefinite deferral of certain provisions of Topic 480 that now are presented as pending content in the Codification, to a scope exception. Those amendments do not have an accounting effect. For public business entities, the amendments in Part I of this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. For all other entities, the amendments in Part I of this Update are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted for all entities, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. |
Going Concern Disclosure
Going Concern Disclosure | 12 Months Ended |
Dec. 31, 2018 | |
Notes | |
Going Concern Disclosure | NOTE 2 - GOING CONCERN The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business. As a result, the Company incurred accumulated net losses for the year ended December 31, 2018 of ($27,532,752). The ability of the Company to continue as a going concern is dependent upon its ability to raise additional capital from the sale of common stock and, ultimately, the achievement of significant operating revenues. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty. |
Inventory Disclosure
Inventory Disclosure | 12 Months Ended |
Dec. 31, 2018 | |
Notes | |
Inventory Disclosure | NOTE 3 - INVENTORY Inventories consist of the following at: December 31, 2018 December 31, 2017 Finished goods 403,322 157,487 Total $ 403,322 $ 157,487 |
Website Disclosure
Website Disclosure | 12 Months Ended |
Dec. 31, 2018 | |
Notes | |
Website Disclosure | NOTE 4 - WEBSITE Website consists of the following at: December 31, 2018 December 31, 2017 Website $ 58,598 $ 58,598 Less: Accumulated amortization (58,598) (58,598) Website, net $ -- $ -- Amortization expense from continuing operations for the years ended December 31, 2018 and 2017 was $0 and $1,628, respectively. |
Related Party Disclosure
Related Party Disclosure | 12 Months Ended |
Dec. 31, 2018 | |
Notes | |
Related Party Disclosure | NOTE 5 - RELATED PARTY As of December 31, 2018, and 2017, the Company had two notes payable due to an officer and director of the Company in amount of $34,150 and $34,150, respectively. The notes have interest rate that range from 0%-8% with due dates ranging from on demand through April 2017. On January 25, 2018, the Company issued a $100,000 12% secured promissory grid notes. The note is due on December 31, 2020. During the year ended December 31, 2018, the Company received advances of $65,000 on the grid note. As of December 31, 2018, $65,000 remained outstanding on the note. As of December 31, 2018, and 2017, the Company had line of credit due to a Company controlled by an officer and director of the Company in amount of $0 and $4,791, respectively. During the year ended December 31, 2018 and 2017 the Company received advances $0 and $22,500 and made payments of $4,791 and $17,709, respectively. |
Notes Payable Disclosure
Notes Payable Disclosure | 12 Months Ended |
Dec. 31, 2018 | |
Notes | |
Notes Payable Disclosure | NOTE 6 - NOTES PAYABLE Notes payable consist of the following at: December 31, 2018 December 31, 2017 Note payable from a shareholder, secured, 12% interest, due January 2020 $ 150,000 $ 200,000 Note payable from a shareholder, secured, 12% interest, due January 2020 100,000 100,000 Note payable from a shareholder, secured, 12% interest, due January 2020 50,000 -- Note payable, to an officer, director and shareholder, secured, 10% interest, due September 2020 50,000 -- Note payable from a shareholder, secured, 5% interest, due June 2017 -- 80,000 Total Notes Payable $ 350,000 $ 380,000 Less discounts (29,494) -- Total Notes Payable 320,506 380,000 Less current portion (38,273) (380,000) Total Notes Payable - long term $ 282,233 $ -- On February 2, 2018, the Company entered into an agreement with the note holder to split a certain note payable dated July 1, 2015 into two notes in the amount of $150,000 and $50,000, respectively. In addition to the splitting the notes the noteholder also agreed to the extend the due date of the new $50,000 note to July 1, 2018 and. On June 4, 2018, for consideration of 15,000 shares the noteholder further agreed to extend the due date of the new $50,000 note to April 1, 2019. On November 15, 2018, both notes were further extended to January 1, 2020. On September 17, 2018, the Company issued a $50,000 10% promissory note. The note is due on September 18, 2020. As an incentive to enter into the agreement the noteholder was also granted 10,000 shares valued at $5,000. As of September 30, 2018, $89 of the debt discount was amortized. As of September 30, 2018, the note was shown net of unamortized discount of $4,911. Convertible notes payable, net of debt discount consist of the following: December 31, 2018 December 31, 2017 Convertible note payable, secured, 12% interest, due May 2018, convertible at $1 per share $ 10,000 $ 10,000 Convertible note payable, secured, 12% interest, due May 2018, convertible at $1 per share 50,000 50,000 Convertible note payable, secured, 12% interest, due June 2018, convertible at $1 per share 50,000 50,000 Convertible note payable, secured, 12% interest, due August 2018, convertible at $1 per share 50,000 50,000 Convertible note payable, secured, 12% interest, due 120 days after delivery of payment notice from lender or August 2018, convertible at $0.25 per share 900,000 900,000 Convertible note payable from a shareholder, secured, 12% interest, due May 2020, convertible at $1 per share 100,000 100,000 Convertible note payable from a shareholder, secured, 12% interest, due May 2020, convertible at $1 per share 50,000 50,000 Convertible note payable from a shareholder, secured, 12% interest, due May 2020, convertible at $1 per share 5,000 5,000 Convertible note payable from a shareholder, secured, 12% interest, due Feb 2020, convertible at $0.50 per share 75,000 -- Convertible note payable from a shareholder, secured, 12% interest, due Dec 2018, convertible at $0.50 per share 160,000 -- Less discounts (239,900) (131,600) Total notes payable, net $ 1,210,100 $ 1,083,400 Less current portion (983,220) (932,041) Convertible notes payable, net - Long-term $ 226,880 $ 151,359 On February 15, 2018, the Company issued a $75,000 12% secured convertible promissory note. The note is due on February 24, 2020 and are secured by the Companys accounts receivable and inventory. The outstanding principal amounts and accrued but unpaid interest of the notes is convertible at any time at the option of the holder into common stock at a conversion price of $0.50 per share. On June 11, 2018, the Company issued a $160,000 12% secured convertible promissory note. As an incentive to enter into the note agreement the Company also issued the noteholder 40,000 shares valued and $20,000 which was recorded as a debt discount and is being amortized over the life of the note. The note was due on December 11, 2018, and on November 15, 2018, in consideration for 20,000 shares the note was extended to April 11, 2019 and is secured by the Companys accounts receivable and inventory. The outstanding principal amounts and accrued but unpaid interest of the notes is convertible at any time at the option of the holder into common stock at a conversion price of $0.50 per share. During the year ended December 31, 2018, the Company entered into an agreement with the note holder to extend certain note payable dated August 2, 2016 through either 120 days after demand from the noteholder or August 19, 2019 for consideration of 216,000 shares valued at $108,000 and 216,000 three year warrants exercisable at $1 and valued using Black Scholes at $80,898. During the year ended December 31, 2018, the Company entered into an agreement with the note holder to extend a Standby Letter of Credit (SLC) to the Companys largest manufacturer in order to secure more favorable payment terms. The SLC is for $450,000 and is irrevocable for a period of two years. In consideration for providing the SLC, the Company agreed to issue 738,000 shares of common stock and grant 450,000 warrants, of which 414,000 shares have been issued and 324,000 shares remain outstanding to be issued. As of December 31, 2018, the Company has recorded a debt discount in the amount of $302,764 related to the fair value of the issued shares and warrants, which is being amortized over the two-year term of the SLC On May 2, 2017, the Company issued $100,000 of principal amount of 10% secured convertible promissory notes and 20,000 warrants to purchase common stock. The note is due on May 2, 2020 and are secured by the Companys accounts receivable and inventory. The outstanding principal amounts and accrued but unpaid interest of the notes are convertible at any time at the option of the holder into common stock at a conversion price of $0.50 per share. The notes the were issued with warrants to purchase up to 10,000 shares of the Companys common stock at an exercise price of $1.00 per share. The warrants are exercisable at any time. The warrants are exercisable until four (4) years after the closing date. On May 2, 2017, the Company issued $50,000 of principal amount of 10% secured convertible promissory notes and 10,000 warrants to purchase common stock. The note is due on May 2, 2020 and are secured by the Companys accounts receivable and inventory. The outstanding principal amounts and accrued but unpaid interest of the notes are convertible at any time at the option of the holder into common stock at a conversion price of $0.50 per share. The notes were issued with warrants to purchase up to 10,000 shares of the Companys common stock at an exercise price of $1.00 per share. The warrants are exercisable at any time. The warrants are exercisable until four (4) years after the closing date. On May 22, 2017, the Company issued $5,000 of principal amount of 10% secured convertible promissory notes and 1,000 warrants to purchase common stock. The note is due on May 22, 2020 and are secured by the Companys accounts receivable and inventory. The outstanding principal amounts and accrued but unpaid interest of the notes are convertible at any time at the option of the holder into common stock at a conversion price of $0.50 per share. The notes the were issued with warrants to purchase up to 1,000 shares of the Companys common stock at an exercise price of $1.00 per share. The warrants are exercisable at any time. The warrants are exercisable until four (4) years after the closing date. Interest expense including amortization of the associated debt discount for the year ended December 31, 2018 and 2017 was $637,382 and $467,164, respectively. |
Royalty Payments Disclosure
Royalty Payments Disclosure | 12 Months Ended |
Dec. 31, 2018 | |
Notes | |
Royalty Payments Disclosure | NOTE 7 - ROYALTY PAYMENTS The Company has agreed to allow accredited investors the ability to receive a royalty on products sold in an effort to fund its distribution and marketing advances internationally by purchasing units. Each unit represents 0.625% royalty interest in the Gross Margin of product sold by Bollente International, Inc., costing $25,000 per unit. On October 18, 2017, the Company entered into royalty termination agreements whereas the Company converted all royalties interest into a total of 1,400,000 shares of common stock valued at $700,000. As of December 31, 2018, the Company has issued 1,200,000 (600,000 in 2018 and 600,000 in 2017) shares of common stock, and has recorded the balance of the common stock due to stock payable. During the year ended December 31, 2018, the Company paid $0 in dividends related to royalty agreements. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Notes | |
Commitments and Contingencies | NOTE 8 - COMMITMENTS AND CONTINGENCIES Office Lease In January 2015, the Company executed a sublease agreement with Perigon Companies, LLC, a related party. The lease term is one year at a rate of $4,000 per month with an option to continue on a month to month basis. The Company paid a refundable security deposit of $1,500. In January 2015, the Company executed a sublease agreement with Templar Asset Group, LLC, a related party. The lease term is one year at a rate of $3,000 per month with an option to continue on a month to month basis. The Company was not required to pay a security deposit. During 2018, the Company executed a lease agreement. The lease term is 51 months at a rate of $1,780 per month with rent commencing on January 1, 2019. The Company was required to pay a $1,781 security deposit. Rent expense for the year ended December 31, 2018 and 2017 was $84,000 and $84,000, respectively. Executive Employment Agreements The Company has an employment agreement with the CEO/President to perform duties and responsibilities as may be assigned. The base salary is in the amount of $75,000 per annum plus an annual bonus of 120,000 shares of common stock commencing on March 31, 2018 and ending February 28, 2019 with an option renewal on (March 1) thereafter. The Company has an employment agreement with the President to perform duties and responsibilities as may be assigned. The base salary is in the amount of $165,000 per annum plus a one-time bonus of 250,000 shares of common stock commencing on October 1, 2018 and ending September 30, 2019 with an option renewal on September 15, 2019. |
Stock Warrants Disclosure
Stock Warrants Disclosure | 12 Months Ended |
Dec. 31, 2018 | |
Notes | |
Stock Warrants Disclosure | NOTE 9 - STOCK WARRANTS As of December 31, 2017, we issued 236,000 warrants for cash to purchase 236,000 shares of the Companys common stock at an exercise price of $1.00 per share associated with. The warrants are exercisable at any time until three (3) years after the closing date. During the year ended December 31, 2018, we granted 256,312 warrants in conjunction with units which included shares sold for cash to purchase 256,312 shares of the Companys common stock at an exercise price of $1.00 per share. The warrants are exercisable at any time until three (3) years after the closing date. During the year ended December 31, 2018, we granted 216,000 warrants valued at $80,898 in conjunction with a debt extension agreement to purchase 216,000 shares of the Companys common stock at an exercise price of $1.00 per share. The warrants are exercisable at any time until three (3) years after the closing date of the agreement. During the year ended December 31, 2018, we granted 450,000 warrants valued at $95,764 in conjunction with a Standard letter of credit to purchase 450,000 shares of the Companys common stock at an exercise price of $1.00 per share. The warrants are exercisable at any time until three (3) years after the closing date of the agreement. Summary of warrant activity for the two years ended December 31, 2018 and 2017 is presented below: Number of Shares Weighted Average Exercise Price Balance, December 31, 2016 1,237,312 $ -- Warrants granted and assumed 236,000 $ -- Warrants expired -- -- Warrants canceled -- -- Warrants exercised -- -- Balance, December 31, 2017 1,473,312 $ 1.00 Warrants granted and assumed 922,312 $ -- Warrants expired -- -- Warrants canceled -- -- Warrants exercised -- -- Balance, December 31, 2018 2,395,624 $ 1.00 As of December 31, 2018, there are warrants exercisable to purchase 2,395,624 shares of common stock in the Company. |
Income Taxes Disclosure
Income Taxes Disclosure | 12 Months Ended |
Dec. 31, 2018 | |
Notes | |
Income Taxes Disclosure | NOTE 10 - INCOME TAXES For the year ended December 31, 2018, the cumulative net operating loss carry-forward from continuing operations is approximately $27,333,562 and will expire beginning in the year 2031. The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows as of December 31, 2018 and 2017: 2018 2017 Deferred tax asset attributable to: Net operating loss carryover $ 8,901,506 $ 8,159,026 Valuation allowance (8,901,506) (8,159,026) Net deferred tax asset $ -- $ -- Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards of approximately $27,333,562 for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry forwards may be limited as to use in future years. Due to the enactment of the Tax Reform Act of 2017, the corporate tax rate for those tax years beginning with 2018 has been reduced to 21%. |
Stockholders' Equity Disclosure
Stockholders' Equity Disclosure | 12 Months Ended |
Dec. 31, 2018 | |
Notes | |
Stockholders' Equity Disclosure | NOTE 11 - STOCKHOLDERS EQUITY The Company is authorized to issue 10,000,000 shares of it $0.001 par value preferred stock and 100,000,000 shares of its $0.001 par value common stock. Each share of Preferred Stock is convertible, at any time, at the option of the holder, is convertible into five shares of our common stock and one warrant to purchase one share of our common stock at $1.00 per share. All Preferred Stock will be automatically converted into shares of the Companys common stock and warrants after three years from the original issue date of the Preferred Stock. During the year ended December 31, 2018, the Company issued 2,726,560 shares of common stock with a fair value of $1,236,784 for services. During the year ended December 31, 2018, the Company issued 2,693,500 shares of common stock for $1,202,467 cash, of which $130,780 of the cash was received during the year ended December 31, 2017 and recorded as stock payable. Additionally, the Company received an additional $10,000 for the sale of 20,000 shares of common stock which have not been issued and remain in stock payable. During the year ended December 31, 2018, the Company has issued 600,000 shares of common stock for the cancellation of royalty termination agreements. During the year ended December 31, 2018, the Company issued 795,000 shares of common stock with a fair value of $397,500 to various noteholders as consideration to enter, split, and extend certain note payables during the period. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2018 | |
Notes | |
Subsequent Events | NOTE 12 - SUBSEQUENT EVENT Subsequent to year end, the Company issued 1,644,000 shares of common stock for cash. Subsequent to year end, the Company issued 120,000 shares of common stock were returned and cancelled by the Company. Subsequent to year end, the Company issued 1,000,000 shares of common stock for services. On January 30, 2019, the Company issued a $100,000 12% promissory note. The note is due on September 30, 2019. As an incentive to enter into the agreement the noteholder was also granted 100,000 shares. On February 11, 2019, the Company issued a $25,000 12% promissory note. The note is due on September 30, 2019. As an incentive to enter into the agreement the noteholder was also granted 25,000 shares. On February 11, 2019, the Company issued a $25,000 12% promissory note. The note is due on September 30, 2019. As an incentive to enter into the agreement the noteholder was also granted 25,000 shares. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies: Principles of Consolidation (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Policies | |
Principles of Consolidation | Principles of consolidation The consolidated financial statements include the accounts of Trutankless, Inc. and its wholly owned subsidiaries. On May 16, 2010, the Company acquired 100% of the outstanding stock of Bollente, Inc. On the date of acquisition, Bollente, Inc. was 2.78% owned and controlled 100% by Robertson J. Orr, a majority shareholder and officer and director of Trutankless, Inc. and the acquisition was accounted for by means of a pooling of the entities from the date of inception of Trutankless, Inc. on March 7, 2008 because the entities were under common control. All significant inter-company transactions and balances have been eliminated. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies: Use of Estimates (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Policies | |
Use of Estimates | Use of estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ significantly from those estimates. |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies: Cash and Cash Equivalents Policy (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Policies | |
Cash and Cash Equivalents Policy | Cash and cash equivalents For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. The carrying value of these investments approximates fair value. |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies: Website Policy (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Policies | |
Website Policy | Website The Company capitalizes the costs associated with the development of the Companys website pursuant to ASC Topic 350. Other costs related to the maintenance of the website are expensed as incurred. Amortization is provided over the estimated useful lives of 3 years using the straight-line method for financial statement purposes. The Company plans to commence amortization upon completion and release of the Companys fully operational website. |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies: Stock-based Compensation Policy (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Policies | |
Stock-based Compensation Policy | Stock-based compensation The Company records stock based compensation in accordance with the guidance in ASC Topic 505 and 718 which requires the Company to recognize expenses related to the fair value of its employee stock option awards. This eliminates accounting for share-based compensation transactions using intrinsic value and requires instead that such transactions be accounted for using a fair-value-based method. The Company recognizes the cost of all share-based awards on a graded vesting basis over the vesting period of the award. The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with FASB ASC 718-10 and the conclusions reached by the FASB ASC 505-50. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by FASB ASC 505-50. |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies: Earnings Per Share Policy (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Policies | |
Earnings Per Share Policy | Earnings per share The Company follows ASC Topic 260 to account for the earnings per share. Basic earnings per common share (EPS) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation. |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies: Inventory Policy (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Policies | |
Inventory Policy | Inventory Inventories are stated at the lower of cost (average cost) or market (net realizable value). |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies: Revenue Recognition Policy (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Policies | |
Revenue Recognition Policy | Revenue recognition The Company records revenue when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable and collectability is probable. The Company records revenue from the sale of product upon shipment or delivery of the products to the customer. The Company also records the shipping income when the products are sent to the customer. |
Summary of Significant Accou_10
Summary of Significant Accounting Policies: Fair Value of Financial Instruments Policy (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Policies | |
Fair Value of Financial Instruments Policy | Fair value of financial instruments Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2018. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash and accounts payable. Fair values were assumed to approximate carrying values for cash and payables because they are short term in nature and their carrying amounts approximate fair values or they are payable on demand. Level 1: The preferred inputs to valuation efforts are quoted prices in active markets for identical assets or liabilities, with the caveat that the reporting entity must have access to that market. Information at this level is based on direct observations of transactions involving the same assets and liabilities, not assumptions, and thus offers superior reliability. However, relatively few items, especially physical assets, actually trade in active markets. Level 2: FASB acknowledged that active markets for identical assets and liabilities are relatively uncommon and, even when they do exist, they may be too thin to provide reliable information. To deal with this shortage of direct data, the board provided a second level of inputs that can be applied in three situations. Level 3: If inputs from levels 1 and 2 are not available, FASB acknowledges that fair value measures of many assets and liabilities are less precise. The board describes Level 3 inputs as unobservable, and limits their use by saying they shall be used to measure fair value to the extent that observable inputs are not available. This category allows for situations in which there is little, if any, market activity for the asset or liability at the measurement date. Earlier in the standard, FASB explains that observable inputs are gathered from sources other than the reporting company and that they are expected to reflect assumptions made by market participants. |
Summary of Significant Accou_11
Summary of Significant Accounting Policies: Recent Accounting Pronouncements (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Policies | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements On May 2017, the FASB issued ASU 2017-09, Compensation-Stock Compensation (Topic 718), Scope of Modification Accounting. The amendments in this Update provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. The amendments in this Update are effective for all entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted, including adoption in any interim period, for (1) public business entities for reporting periods for which financial statements have not yet been issued and (2) all other entities for reporting periods for which financial statements have not yet been made available for issuance. Management has reviewed this pronouncement and have determined that it would not have a material impact to the financial statements. In July 2017, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815). The amendments in Part I of this Update change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entitys own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. For freestanding equity classified financial instruments, the amendments require entities that present earnings per share (EPS) in accordance with Topic 260 to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. Convertible instruments with embedded conversion options that have down round features are now subject to the specialized guidance for contingent beneficial conversion features (in Subtopic 470-20, DebtDebt with Conversion and Other Options), including related EPS guidance (in Topic 260). The amendments in Part II of this Update recharacterize the indefinite deferral of certain provisions of Topic 480 that now are presented as pending content in the Codification, to a scope exception. Those amendments do not have an accounting effect. For public business entities, the amendments in Part I of this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. For all other entities, the amendments in Part I of this Update are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted for all entities, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. |
Inventory Disclosure_ Schedule
Inventory Disclosure: Schedule of Inventory (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Tables/Schedules | |
Schedule of Inventory | December 31, 2018 December 31, 2017 Finished goods 403,322 157,487 Total $ 403,322 $ 157,487 |
Website Disclosure_ Schedule of
Website Disclosure: Schedule of Website Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Tables/Schedules | |
Schedule of Website Assets | December 31, 2018 December 31, 2017 Website $ 58,598 $ 58,598 Less: Accumulated amortization (58,598) (58,598) Website, net $ -- $ -- |
Notes Payable Disclosure_ Sched
Notes Payable Disclosure: Schedule of Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Tables/Schedules | |
Schedule of Notes Payable | December 31, 2018 December 31, 2017 Note payable from a shareholder, secured, 12% interest, due January 2020 $ 150,000 $ 200,000 Note payable from a shareholder, secured, 12% interest, due January 2020 100,000 100,000 Note payable from a shareholder, secured, 12% interest, due January 2020 50,000 -- Note payable, to an officer, director and shareholder, secured, 10% interest, due September 2020 50,000 -- Note payable from a shareholder, secured, 5% interest, due June 2017 -- 80,000 Total Notes Payable $ 350,000 $ 380,000 Less discounts (29,494) -- Total Notes Payable 320,506 380,000 Less current portion (38,273) (380,000) Total Notes Payable - long term $ 282,233 $ -- |
Notes Payable Disclosure_ Sch_2
Notes Payable Disclosure: Schedule of Convertible Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Tables/Schedules | |
Schedule of Convertible Notes Payable | December 31, 2018 December 31, 2017 Convertible note payable, secured, 12% interest, due May 2018, convertible at $1 per share $ 10,000 $ 10,000 Convertible note payable, secured, 12% interest, due May 2018, convertible at $1 per share 50,000 50,000 Convertible note payable, secured, 12% interest, due June 2018, convertible at $1 per share 50,000 50,000 Convertible note payable, secured, 12% interest, due August 2018, convertible at $1 per share 50,000 50,000 Convertible note payable, secured, 12% interest, due 120 days after delivery of payment notice from lender or August 2018, convertible at $0.25 per share 900,000 900,000 Convertible note payable from a shareholder, secured, 12% interest, due May 2020, convertible at $1 per share 100,000 100,000 Convertible note payable from a shareholder, secured, 12% interest, due May 2020, convertible at $1 per share 50,000 50,000 Convertible note payable from a shareholder, secured, 12% interest, due May 2020, convertible at $1 per share 5,000 5,000 Convertible note payable from a shareholder, secured, 12% interest, due Feb 2020, convertible at $0.50 per share 75,000 -- Convertible note payable from a shareholder, secured, 12% interest, due Dec 2018, convertible at $0.50 per share 160,000 -- Less discounts (239,900) (131,600) Total notes payable, net $ 1,210,100 $ 1,083,400 Less current portion (983,220) (932,041) Convertible notes payable, net - Long-term $ 226,880 $ 151,359 |
Stock Warrants Disclosure_ Sche
Stock Warrants Disclosure: Schedule of Warrants Activity (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Tables/Schedules | |
Schedule of Warrants Activity | Number of Shares Weighted Average Exercise Price Balance, December 31, 2016 1,237,312 $ -- Warrants granted and assumed 236,000 $ -- Warrants expired -- -- Warrants canceled -- -- Warrants exercised -- -- Balance, December 31, 2017 1,473,312 $ 1.00 Warrants granted and assumed 922,312 $ -- Warrants expired -- -- Warrants canceled -- -- Warrants exercised -- -- Balance, December 31, 2018 2,395,624 $ 1.00 |
Income Taxes Disclosure_ Schedu
Income Taxes Disclosure: Schedule of Deferred Tax Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Tables/Schedules | |
Schedule of Deferred Tax Assets | 2018 2017 Deferred tax asset attributable to: Net operating loss carryover $ 8,901,506 $ 8,159,026 Valuation allowance (8,901,506) (8,159,026) Net deferred tax asset $ -- $ -- |
Summary of Significant Accou_12
Summary of Significant Accounting Policies: Principles of Consolidation (Details) | May 16, 2010 |
Details | |
Acquisition of outstanding stock of Bellente, Inc., acquired percent of stock | 100.00% |
Going Concern Disclosure (Detai
Going Concern Disclosure (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Details | ||
Accumulated deficit | $ 27,532,752 | $ 23,997,135 |
Inventory Disclosure_ Schedul_2
Inventory Disclosure: Schedule of Inventory (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Inventory | $ 403,322 | $ 157,487 |
Finished Goods | ||
Inventory | $ 403,322 | $ 157,487 |
Website Disclosure_ Schedule _2
Website Disclosure: Schedule of Website Assets (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Details | ||
Website, gross | $ 58,598 | $ 58,598 |
(Less) accumulated amortization of website | (58,598) | (58,598) |
Website, net | $ 0 | $ 0 |
Website Disclosure (Details)
Website Disclosure (Details) | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Details | |
Amortization of website costs and software | $ 1,628 |
Related Party Disclosure (Detai
Related Party Disclosure (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Notes payable - related party | $ 99,150 | $ 34,150 |
Proceeds from notes payable | 115,000 | 15,000 |
Line of credit - related party | 0 | 4,791 |
Two notes payable due to an officer and director | ||
Notes payable - related party | 34,150 | 34,150 |
12% secured promissory grid notes | ||
Notes payable - related party | 65,000 | |
Proceeds from notes payable | $ 65,000 | |
Company controlled by an officer and director | ||
Line of credit - related party | $ 4,791 |
Notes Payable Disclosure_ Sch_3
Notes Payable Disclosure: Schedule of Notes Payable (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Notes payable | $ 350,000 | $ 380,000 |
Discounts on notes payable | (29,494) | 0 |
Total Notes Payable | 320,506 | 380,000 |
Total Notes Payable - long term | 282,233 | 0 |
Note payable from a shareholder, due Jan 2020 | ||
Notes payable | 150,000 | 200,000 |
Note payable from a shareholder, due Jan 2020 (2) | ||
Notes payable | 100,000 | 100,000 |
Note payable from a shareholder, due Jan 2020 (3) | ||
Notes payable | 50,000 | 0 |
Note payable to an officer, director and shareholder, due Sep 2020 | ||
Notes payable | 50,000 | 0 |
Note payable to a shareholder, due June 2017 | ||
Notes payable | $ 0 | $ 80,000 |
Notes Payable Disclosure_ Sch_4
Notes Payable Disclosure: Schedule of Convertible Notes Payable (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Debt discount | $ (239,900) | $ (131,600) |
Convertible notes payable, net of debt discount | (983,220) | (932,041) |
Convertible notes payable - long term, net of debt discount | 226,880 | 151,359 |
Convertible note payable, due May 2018 | ||
Convertible debt | 10,000 | 10,000 |
Convertible note payable, due May 2018 (2) | ||
Convertible debt | 50,000 | 50,000 |
Convertible note payable, due June 2018 | ||
Convertible debt | 50,000 | 50,000 |
Convertible note payable, due Aug 2018 | ||
Convertible debt | 50,000 | 50,000 |
Convertible note payable, due Aug 2018 (2) | ||
Convertible debt | 900,000 | 900,000 |
Convertible note payable, due May 2020 | ||
Convertible debt | 100,000 | 100,000 |
Convertible note payable, due May 2020 (2) | ||
Convertible debt | 50,000 | 50,000 |
Convertible note payable, due May 2020 (3) | ||
Convertible debt | 5,000 | 5,000 |
Convertible note payable, due Feb 2020 | ||
Convertible debt | 75,000 | 0 |
Convertible note payable, due Dec 2018 | ||
Convertible debt | $ 160,000 | $ 0 |
Notes Payable Disclosure (Detai
Notes Payable Disclosure (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Proceeds from convertible notes payable | $ 285,000 | $ 705,000 |
Value of stock issued, other | 397,500 | |
Convertible note payable, due Feb 2020 | ||
Proceeds from convertible notes payable | 75,000 | |
Convertible note payable, due Dec 2018 | ||
Proceeds from convertible notes payable | $ 160,000 | |
Common stock issued, other | 40,000 | |
Value of stock issued, other | $ 20,000 | |
Convertible note dated Aug 2016 | ||
Common stock issued, other | 216,000 | |
Value of stock issued, other | $ 108,000 | |
Warrants issued for debt | 216,000 | |
Value of warrants issued | $ 80,898 | |
Standby Letter of Credit | ||
Common stock issued, other | 414,000 | |
Convertible note payable, due May 2020 | ||
Proceeds from convertible notes payable | $ 100,000 | |
Warrants issued for debt | 20,000 | |
Exercise price per share, warrants | $ 1 | |
Convertible note payable, due May 2020 (2) | ||
Proceeds from convertible notes payable | $ 50,000 | |
Warrants issued for debt | 10,000 | |
Exercise price per share, warrants | $ 1 | |
Convertible note payable, due May 2020 (3) | ||
Proceeds from convertible notes payable | $ 5,000 | |
Warrants issued for debt | 1,000 | |
Exercise price per share, warrants | $ 1 | |
Convertible debt interest | ||
Interest expense including amortization of the associated debt discount | $ 637,382 | $ 467,164 |
Royalty Payments Disclosure (De
Royalty Payments Disclosure (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Details | ||
Stock issued for cancelation, value | $ 0 | $ 700,000 |
Stock issued for cancelation, shares | 600,000 | 600,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Rent expense | $ 84,000 | $ 84,000 |
Sublease agreement with Perigon Companies | ||
Monthly lease payments due | 4,000 | |
sublease agreement with Templar Asset Group, LLC | ||
Monthly lease payments due | 3,000 | |
Lease agreement 2018 | ||
Monthly lease payments due | 1,780 | |
CEO Employment Agreement | ||
Base Salary per year | $ 75,000 | |
Share bonus authorized | 120,000 | |
President Employment Agreement | ||
Base Salary per year | $ 165,000 | |
Share bonus authorized | 250,000 |
Stock Warrants Disclosure (Deta
Stock Warrants Disclosure (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Equity for Cash | ||
Warrants issued, shares | 256,312 | 236,000 |
exercise price, warrants | $ 1 | $ 1 |
Equity for Debt | ||
Warrants issued, shares | 216,000 | |
exercise price, warrants | $ 1 | |
Equity for Line of Credit | ||
Warrants issued, shares | 450,000 | |
exercise price, warrants | $ 1 |
Stock Warrants Disclosure_ Sc_2
Stock Warrants Disclosure: Schedule of Warrants Activity (Details) - shares | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Details | |||
Warrants outstanding | 2,395,624 | 1,473,312 | 1,237,312 |
Income Taxes Disclosure_ Sche_2
Income Taxes Disclosure: Schedule of Deferred Tax Assets (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Details | ||
Net operating loss carryover for deferred tax assets | $ 8,901,506 | $ 8,159,026 |
Valuation allowance | $ (8,901,506) | $ (8,159,026) |
Income Taxes Disclosure (Detail
Income Taxes Disclosure (Details) | Dec. 31, 2018USD ($) |
Details | |
Net operating loss carry forwards | $ 27,333,562 |
Stockholders' Equity Disclosu_2
Stockholders' Equity Disclosure (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Apr. 09, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Preferred stock authorized | 10,000,000 | 10,000,000 | |
Par value of preferred stock | $ 0.001 | $ 0.001 | |
Common stock authorized | 100,000,000 | 100,000,000 | |
Par value of common stock | $ 0.001 | $ 0.001 | |
Preferred Stock conversion terms | Preferred Stock is convertible, at any time, at the option of the holder, is convertible into five shares of our common stock and one warrant to purchase one share of our common stock at $1.00 per share. All Preferred Stock will be automatically converted into shares of the Company’s common stock and warrants after three years from the original issue date of the Preferred Stock | ||
Stock issued for services | 1,000,000 | 2,726,560 | |
Value of stock issued for services | $ 1,236,784 | $ 473,181 | |
Stock issued for cash | 1,644,000 | 2,693,500 | |
Proceeds from sale of stock | $ 1,202,467 | $ 1,023,258 | |
Stock issued for cancelation of royalty agreement | 600,000 | ||
Value of stock issued, other | $ 397,500 | ||
Equity for Debt | |||
Common stock issued, other | 795,000 | ||
Value of stock issued, other | $ 397,500 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Apr. 09, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Stock issued for cash | 1,644,000 | 2,693,500 | |
Stock issued for services | 1,000,000 | 2,726,560 | |
Proceeds from promissory notes | $ 115,000 | $ 15,000 | |
Promissory Note dated Jan 30, 2019 | |||
Proceeds from promissory notes | $ 100,000 | ||
Promissory Note dated Feb 11, 2019 | |||
Proceeds from promissory notes | 25,000 | ||
Promissory Note dated Feb 11, 2019 (2) | |||
Proceeds from promissory notes | $ 25,000 |