DS Healthcare (DSKX) 10-Q 15 May 17 2017 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2017	May 15, 2017
Document and Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2017
Entity Registrant Name	DS HEALTHCARE GROUP, INC.
Entity Central Index Key	1,463,959
Current Fiscal Year End Date	--12-31
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2,017
Entity Filer Category	Smaller Reporting Company
Entity Units Outstanding		23,537,330

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Current Assets
Cash	$ 651,636	$ 322,319
Accounts receivable, net	811,473	2,028,360
Inventories, net	2,274,387	2,251,005
Prepaid expenses and other current assets	115,326	114,612
Total Current Assets	3,852,822	4,716,296
Furniture and Equipment, net	97,564	106,531
Intangible Assets, net	361,877	340,295
Other Assets	595,399	555,162
TOTAL ASSETS	4,907,662	5,718,284
Current Liabilities
Accounts payable	2,270,921	2,413,000
Accrued expenses	1,075,694	1,235,914
Notes payable, current portion	161,049	75,932
Other current liabilities	704,920	712,232
Total Current Liabilities	4,212,584	4,437,078
Long Term Debt, net of current portion	539,644	47,587
TOTAL LIABILITIES	4,752,228	4,484,665
COMMITMENTS AND CONTINGENCIES
Shareholders' Equity
Preferred stock, $0.001 par value, 30,000,000 shares authorized: 0 shares issued and outstanding at both March 31, 2017 and December 31, 2016, respectively
Common stock, $0.001 par value, 300 million shares authorized: 23,537,330 shares issued and outstanding at both March 31, 2017 and December 31, 2016, respectively	23,538	23,538
Additional paid-in-capital	29,060,555	29,060,555
Accumulated deficit	(29,067,812)	(27,918,109)
Accumulated comprehensive income	139,153	67,635
Total Shareholders' Equity	155,434	1,233,619
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$ 4,907,662	$ 5,718,284

Condensed Consolidated Balance3

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2017	Dec. 31, 2016
Statement of Financial Position [Abstract]
Preferred stock, par value per share	$ 0.001	$ 0.001
Preferred stock, shares authorized	300,000,000	300,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value per share	$ 0.001	$ 0.001
Common stock, shares authorized	300,000,000	300,000,000
Common stock, shares issued	23,537,330	23,537,330
Common stock, shares outstanding	23,537,330	23,537,330

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Income Statement [Abstract]
Net Revenue	$ 2,094,393	$ 2,325,035
Cost of Goods Sold	1,063,237	1,434,066
Gross Profit	1,031,156	890,969
Selling and marketing
Commissions and consulting	214,907	188,643
Marketing and promotion	415,614	479,325
Other selling and marketing expenses	386,943	490,091
Total selling and marketing	1,017,464	1,158,059
General and administrative
Salary and personnel costs	613,321	641,814
Professional fees and consulting costs	353,117	1,208,676
Other general and administrative expenses	249,014	254,252
Total general and administrative	1,215,452	2,104,742
Total operating costs and expenses	2,232,916	3,262,801
Operating Loss	(1,201,760)	(2,371,832)
Other Income (Expense)
Interest expense	(50,058)	(10,231)
Interest income	40,468
Other	61,647	(131,494)
Total other income (expense)	52,057	(141,725)
Net Loss Attributable to Common Shareholders	$ (1,149,703)	$ (2,513,557)
Basic and Diluted Earnings per Share:
Weighted average shares outstanding	22,537,330	22,556,765
Net Loss per share	$ (0.05)	$ (0.11)
Other Comprehensive Loss:
Foreign currency translation adjustment	$ 28,128	$ (223,171)
Comprehensive loss	$ (1,177,831)	$ (2,290,386)

Condensed Consolidated Stateme5

Condensed Consolidated Statements of Cash Flows - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Cash Flows from Operating Activities:
Net Loss	$ (1,149,703)	$ (2,513,557)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	30,775	141,361
Recovery of bad debts		(65,241)
Stock issued for services		24,000
Changes in operating assets and liabilities:
Accounts receivable, net	1,216,887	464,580
Inventories, net	(23,382)	270,748
Prepaid expenses and other current assets	(714)	53,272
Accounts payable	(142,079)	184,863
Accrued expenses	(160,220)	(427,418)
Other current liabilities	(7,312)	(209,196)
Net cash used in operating activities	(235,748)	(2,076,588)
Cash Flows from Investing Activities:
Other assets	(40,237)	468
Net cash (used in) provided by investing activities	(40,237)	468
Cash Flows from Financing Activities:
Proceeds of loans and notes	590,145	97,966
Repayment of loans and notes	(12,971)	(100,719)
Net cash provided (used in) financing activities	577,174	(2,753)
Effect of exchange rate changes on cash	28,128	194,030
Increase (Decrease) in cash	329,317	(1,884,843)
Cash, Beginning of Period	322,319	4,517,604
Cash, End of Period	651,636	2,632,761
Supplemental Information:
Cash paid for interest	$ 6,662

ORGANIZATION AND NATURE OF BUSI

ORGANIZATION AND NATURE OF BUSINESS	3 Months Ended
	Mar. 31, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
ORGANIZATION AND NATURE OF BUSINESS	NOTE 1. – ORGANIZATION AND NATURE OF BUSINESS Terms and Definitions ASC Accounting Standards Codification ASU Accounting Standards Update FASB Financial Accounting Standards Board FIFO First-in, First-out US GAAP Accounting principles generally accepted in the United States of America SEC Securities and Exchange Commission 2016-QTR Three months ended March 31, 2016 2017-QTR Three months ended March 31, 2017 VIE Variable Interest Entity Organization and Nature of Business DS Healthcare Group, Inc. (d/b/a DS Laboratories) (the “Company”, “DS Laboratories”, ”DSKX”, “we”, “us” or “our”) was organized under the laws of the State of Florida in January 2007. Through its predecessors, the Company has been developing and marketing hair care, skin care and personal care products for over fifteen years. The Company has grown steadily over the last few years with a network of top specialty retailers and distributors throughout North America, Europe, Asia and South America. The Company researches and develops its own products, which management believes keeps the Company at the forefront of innovation. The Company utilizes two innovative technologies in its products, (1) “Liposome Technology”, which acts as a carrier agent, and has been designed to enhance the action of the active ingredients in our products, and (2) “Nanosome Technology”, which acts as a delivery vehicle, and has been designed to infuse active compounds into targeted cells for increased efficiency of our products. We currently offer products within the following broad product categories: Hair Care, Skin Care and Personal Care.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Mar. 31, 2017
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2. – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation and Presentation The condensed consolidated financial statements are prepared using the accrual basis of accounting where revenues and expenses are recognized in the period in which they were incurred. The basis of accounting conforms to US GAAP. The condensed consolidated financial statements include the accounts of the Company and its operating subsidiaries DS Laboratories, Inc., Sigma Development and Holding Co., Inc., Polaris Labs, Inc., Polymer Inc., and Divine Skin Laboratories, S.A. de CV (“DS Mexico”). Also included in the consolidated financial statements are the operating activities of Velocity Storage and Packaging, LLC (“Velocity”), which were accounted for as Variable Interest Entity (“VIE”) through October 31, 2016. As of November 1, 2016, Velocity employees have been hired directly by DS Healthcare and the VIE is no longer used. All significant intercompany balances and transactions have been eliminated in consolidation. Interim Condensed Consolidated Financial Statements The interim condensed consolidated financial statements presented herein have been prepared pursuant to the rules and regulations of the SEC. Certain information and footnote disclosures normally included in financial statements prepared in accordance with US GAAP have been condensed or omitted pursuant to such rules and regulations. The interim condensed consolidated financial statements should be read in conjunction with the Company’s annual consolidated financial statements and related disclosures included in the Company’s Annual Report on Form 10-K, filed with the SEC on March 31, 2017. In the opinion of management, all adjustments (consisting only of those of a normal recurring nature) which are necessary to provide a fair presentation of financial position as of March 31, 2017 and the related operating results and cash flows for the interim periods presented have been made. The results of operations for the periods presented are not necessarily indicative of the results to be expected for future periods or for the year ending December 31, 2017. The condensed consolidated financial statements include the accounts of the Company and its operating subsidiaries DS Laboratories, Inc., Sigma Development and Holding Co., Inc., Polaris Labs, Inc., Polymer Inc., and Divine Skin Laboratories, S.A. de CV (“DS Mexico”). Also included in the consolidated financial statements are the operating activities of Velocity Storage and Packaging, LLC (“Velocity”), which were accounted for as Variable Interest Entity (“VIE”) through October 31, 2016. As of November 1, 2016, Velocity employees have been hired directly by DS Healthcare and the VIE is no longer used. All significant intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Although these estimates are based on management’s knowledge of current events and actions it may undertake in the future, they may ultimately differ from actual results. We believe our estimates and assumptions are reasonable; however, such estimates and assumptions are subject to a number of risks and uncertainties that may cause actual results to differ materially from such estimates. Significant estimates and assumptions underlying these consolidated financial statements include: · Estimates of allowances for uncollectable accounts receivable, · Estimates of inventory obsolescence and overhead and labor cost allocations, · Estimates assuming future earning capacity of our intangible assets, · Estimates of value of equity transactions for services rendered, · Estimates of returned or damaged product, · Estimates made in connection with our acquisition loss reserve, and · Estimates made in our deferred income tax calculations, for which there is a full valuation allowance. Accounts Receivable Accounts receivable are reported at their net realizable value. The Company establishes an allowance for doubtful accounts based upon factors pertaining to the credit risk of specific customers, historical trends, and other information. Delinquent accounts are written-off when it is determined that the amounts are uncollectible. The Company also provides for allowances against accounts receivables for product returns and cooperative advertising allowances. At March 31, 2017 and December 31, 2016, the allowance for uncollectable accounts was $591,836 and $725,929, respectively, including reserves for product returns and advertising costs. Inventories Inventory is reported at the lower of cost or market on the FIFO method. Our inventory is subject to expiration and obsolescence. Accordingly, quantities purchased and sell through rates are periodically monitored for potential overstocking or pending expiration as a basis for establishing the appropriate reserve for any estimated expiration or obsolescence. At March 31, 2017 and December 31, 2016, the allowance for obsolescence was $651,641 at both dates. Revenue Recognition The Company’s revenue recognition policies are in compliance with ASU No. 2014-09, “Revenue from Contracts with Customers”, which establishes core principle of the revenue recognition that an entity should recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those good or services. The Company recognizes revenue when all of the following criteria are met: · Identify the contract(s) with a customer, · Identify the separate performance obligations in the contract, · Determine the transaction price, · Allocate the transaction price to the separate performance obligations, and · Recognize revenues when (or as) the Company satisfies a performance obligation. Shipping and handling charges related to sales transactions are recorded as sales revenues when billed to customers or included in the sales price. Shipping and handling costs are included in cost of goods sold. Research and Development The Company currently maintains a functional laboratory employing a new product development director, Dr. Patel, a chemist and a lab technician that identify new technology, test product alternatives and improve existing formulations and technologies. In addition, our Chief Executive Officer devotes a portion of his time in identifying new technologies and formulations to develop new products and improve existing products with the newest technology available. Such activities are expensed in the year incurred. Such costs include laboratory supplies, salaries, materials and consultant fees. These costs are classified as product development, salaries, selling, general and administrative expenses in the condensed consolidated statements of operations, and amounted to $41,642 and $34,736 for 2017-QTR and 2016-QTR, respectively. On February 8, 2017, the Company entered into a Joint Venture arrangement with EverCare for the development of certain new products, whereby the operational costs would be shared between the two companies. Pursuant to that agreement during 2017-QTR the two companies shared operational costs totaling $19,149. Earnings Per Share Potentially dilutive securities are excluded from the computation of diluted net loss per share for all of the periods presented in the accompanying condensed consolidated statements of operations because the reported net loss in each of these periods results in their inclusion being antidilutive. Antidilutive securities, which consist of stock options and warrants that are not included in the diluted net loss per share calculation, consisted of an aggregate of 0 and 444,213 shares as of March 31, 2017 and March 31, 2016, respectively.

LIQUIDITY and GOING CONCERN

LIQUIDITY and GOING CONCERN	3 Months Ended
	Mar. 31, 2017
LIQUIDITY and GOING CONCERN [Abstract]
LIQUIDITY and GOING CONCERN	NOTE 3. – LIQUIDITY and GOING CONCERN We have sustained operational losses since our inception. At March 31, 2017, we had an accumulated deficit of approximately $29,067,812. The Company cannot predict how long it will continue to incur further losses or whether it will ever become profitable as this is dependent upon the reduction of certain operating expenses, success of new and existing products and increase in overall revenue among other things. These conditions raise substantial doubt about the entity’s ability to continue as a going concern. As of March 31, 2017, we had $651,636 in cash. While we have historically financed our operations and growth primarily through the issuance and sale of shares of our common stock, a line of credit and the issuance of promissory notes. We are implementing, and will continue to implement, various measures to address our financial condition, including but not limited to Accordingly, the accompanying condensed consolidated financial statements have been prepared in conformity with US GAAP, which contemplates continuation of the Company as a going concern. The condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and carrying amount or classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty. We are implementing, and will continue to implement, various measures to address our financial condition.

RECENT ACCOUNTING PRONOUNCEMENT

RECENT ACCOUNTING PRONOUNCEMENTS	3 Months Ended
	Mar. 31, 2017
New Accounting Pronouncements and Changes in Accounting Principles [Abstract]
RECENT ACCOUNTING PRONOUNCEMENTS	NOTE 4. – RECENT ACCOUNTING PRONOUNCEMENTS Management continually evaluates the potential impact, if any, of all recent accounting pronouncements on our condensed consolidated financial statements or related disclosures and, if significant, makes the appropriate disclosures required by such new accounting pronouncements. Recent Accounting Pronouncements In March 2017, the Financial Accounting Standard Board (“FASB”) issued Accounting Standards Update (“ASU”) 2017-07, Compensation – Retirement Benefits, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost (Topic 715). primarily to improve the presentation of net periodic pension cost and net periodic postretirement benefit cost, ASU 2017-07 was issued to improve the reporting of net benefit cost in the financial statements by adding a standard-setting project to provide additional guidance on the presentation of net benefit cost in the income statement and on the components eligible for capitalization in assets. Public business entities should apply ASU 2017-07 for annual periods beginning after December 15, 2017, including interim periods within those annual periods. The Company has not yet determined the effect of the adoption of this standard on the Company’s consolidated financial position and results of operations. In February 2017, the FASB issued 2017-05—Other Income—Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20). The FASB is issuing this update to clarify the scope of Subtopic 610-20, Other Income—Gains and Losses from the Derecognition of Nonfinancial Assets, and to add guidance for partial sales of nonfinancial assets. Subtopic 610-20, which was issued in May 2014 as a part of Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606), provides guidance for recognizing gains and losses from the transfer of nonfinancial assets in contracts with noncustomers. Public business entities, certain not-for-profit entities, and certain employee benefit plans should apply the update to annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. In January 2017, the FASB issued ASU 2017-01, Clarifying the Definition of a Business. The standard provides guidance to help entities determine whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The standard is effective for annual and interim periods beginning after December 15, 2018 and early adoption is permitted. The standard is required to be applied prospectively. The Company is evaluating the standard, including the impact on its consolidated financial statements and results of operations. The Company has not yet determined the effect of the adoption of this standard on the Company’s consolidated financial position and results of operations. In February 2016, the Financial Accounting Standard Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842). ASU 2016-02 requires that a lessee recognize the assets and liabilities that arise from operating leases. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. Public business entities should apply the amendments in ASU 2016-02 for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years (i.e., January 1, 2019, for a calendar year entity). Early application is permitted for all public business entities and all nonpublic business entities upon issuance. The Company has determined that the effect of adopting this standard will not have a material effect on the Company’s consolidated financial position and results of operations. In January 2016, the FASB issued Accounting Standards Update 2016-01, “Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities” (“ASU 2016-01”), which addresses certain aspects of recognition, measurement, presentation and disclosure of financial statements. This guidance will be effective in the first quarter of fiscal year 2019 and early adoption is not permitted. The Company is currently evaluating the impact that this guidance will have on its consolidated financial statements.

INVENTORIES

INVENTORIES	3 Months Ended
	Mar. 31, 2017
Inventory Disclosure [Abstract]
INVENTORIES	NOTE 5. – INVENTORIES Significant components of inventory at March 31, 2017 and December 31, 2016 consist primarily of: 2017 2016 Bulk product and raw materials $ 1,993,509 $ 1,739,309 Work in process 287,329 196,451 Merchandise inventory 572,820 815,103 Inventory in transit 72,370 151,783 Less: Allowance (651,641 ) (651,641 ) $ 2,274,387 $ 2,251,005 In March 2016, the Company, under former management, entered in a barter credit agreement with a third party to sell slow moving, finished goods inventory in exchange for trade credits the company may use to purchase goods and/or services in the future. For the three months ended March 31, 2016 the trade credits acquired under the agreement totaled $2,228,617, have no expiration and can be used at any time. The cost of slow moving inventory under the arrangement totaled $249,319. See “Footnote 9. – Barter Credits” for additional information regarding the revenue recognition of the barter credits.

INTANGIBLE ASSETS

INTANGIBLE ASSETS	3 Months Ended
	Mar. 31, 2017
Goodwill and Intangible Assets Disclosure [Abstract]
INTANGIBLE ASSETS	NOTE 6. – INTANGIBLE ASSETS Significant components of intangible assets at March 31, 2017 and December 31, 2016 consist of: 2017 2016 DS Mexico customer list 652,598 590,821 Less: Accumulated amortization (316,128 ) (273,528 ) Net customer list 336,470 317,293 Goodwill 25,407 23,002 $ 361,877 $ 340,295 The following table represents the amortized cost of the various assets over the remaining years; the weighted average remaining period is 5.83 years. 2017 2018 2019 2020 Beyond Total Asset: Mexican Customer list $ 72,537 $ 72,537 $ 72,537 $ 72,537 $ 27,145 $ 317,293 $ 72,537 $ 72,537 $ 72,537 $ 72,537 $ 27,145 $ 317,293

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	3 Months Ended
	Mar. 31, 2017
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 7. – COMMITMENTS AND CONTINGENCIES Pending and threatened litigation The Company is a party to or otherwise involved in legal proceedings arising in the normal and ordinary course of business. As of the date of this report, except as otherwise disclosed below, we are not aware of any other proceeding, threatened or pending, against us which, if determined adversely, would have a material effect on our business, results of operations, cash flows or financial position. On March 29, 2016, DS Healthcare, Mr. Khesin, and certain former members of the Board of Directors were sued in a class action styled, Prasant Shah v. DS Healthcare Group, Inc., et. al., Case No. 16-60661, which is pending in the United States District Court for the Southern District of Florida. A later-filed class action has been consolidated. The class action arises from the Company’s March 23, 2016 and March 28, 2016 8-K filings, which stated, in pertinent part, that the audit committee had concluded that the unaudited condensed consolidated financial statements of the Company for the two fiscal quarters ended June 30, 2015 and September 30, 2015 (the “June and September 2015 Quarters”), should no longer be relied upon because of certain errors in such financial statements, and that Daniel Khesin had been terminated for cause and removed as Chairman and a member of the Board of Directors. Plaintiffs have until November 2, 2016 to file an Amended Complaint, which DS Healthcare must respond to no later than December 19, 2016. The Company also received the first of three related shareholder derivative demands was on March 29, 2016. A mediation concerning the class action and the derivative demands was scheduled for October 17, 2016, in Miami, Florida. As a result of this mediation hearing and subsequent negotiations, there is an agreement with Plaintiffs in both the securities case and the derivative demands as to amount of the settlement and most of the key terms. The parties are negotiating the precise terms of the Court stipulations that will need to be filed. Agreements on the terms of inter-defendant releases are pending approval by both sides. The final settlements will also need to be approved by the Court. On May 27, 2016, PhotoMedex, Inc., Radiancy, Inc., and PhotoMedex Technology, Inc. (collectively, “PhotoMedex”) filed a civil action for damages and declaratory relief against DS Healthcare in the United States District Court for the Southern District of New York. The lawsuit is styled PhotoMedex, Inc. v. DS Healthcare Group, Inc., Case No. 1:16-cv-03981. The lawsuit arises from two merger agreements: (i) an Agreement and Plan of Merger and Reorganization among DS Healthcare Group, Inc., PHMD P Acquisition Corp., PhotoMedex, Inc. and Radiancy, Inc. dated February 19, 2016; and (ii) an Agreement and Plan of Merger and Reorganization by and among DS Healthcare Group, Inc., PHMD Professional Acquisition Corp., PhotoMedex Technology, Inc. and PhotoMedex, Inc. dated February 19, 2016. PhotoMedex alleges that DS Healthcare breached both agreements by failing to meet its pre-closing obligations and not completing the transactions contemplated by the agreements. PhotoMedex seeks a declaratory judgment that their terminations of the two agreements were proper, and requests an award of damages specified by the agreements, including a “break-up fee” of $3 million. DS Healthcare disputes the claims asserted by PhotoMedex, including that PhotoMedex is entitled to the “break-up fee” under the agreements. DS Healthcare has also asserted a counterclaims for damages against PhotoMedex for their breaches of the two agreements. An initial case management conference was scheduled for October 13, 2016 however no resolution was reached. A settlement conference occurred on January 31, 2017 and once again no settlement was achieved. Although both parties continue to work to reach an agreement, the court case is scheduled on or after September 15, 2017. On December 28, 2015, the Company, our Chief Executive Officer, Daniel Khesin individually, and Abner Silva, a former consultant and employee was named in a lawsuit brought in the Circuit Court of the 11th Judicial Circuit in and for Miami-Dade County, Florida by a former investor relations contractor claiming monetary damages and allegations of using material or false misrepresentations. The Plaintiff’s complaint alleges owed compensation in stock and cash. Management vigorously defended the action and an Order of Dismissal With Prejudice was achieved on January 5, 2017. The Company has received several pre-litigation demand letters from various former employees, including but not limited to a demand for alleged past wages, shares and commissions on various sales which do not qualify as revenue under GAAP guidance from former Chief Executive Officer, Renee Barch-Niles. While we cannot determine the outcome of these disputes, the Company intends to vehemently defend its position to the fullest extent possible. Accordingly, the Company has not reserved for these disputes. At this time, the amount of any loss, or range of loss, cannot be reasonably estimated as the case has only been initiated and no discovery has been conducted to determine the validity of any claim or claims made by plaintiffs. Therefore, the Company has not recorded reserves and contingent liabilities related to these particular legal matters. However, in the future, as the cases progress, the Company may be required to increase its contingent liability or reserve for these matters. It is impossible for us to predict with any certainty the outcome of pending disputes, and unless otherwise stated below, we cannot predict whether any liability arising from pending claims and litigation will be material in relation to our consolidated financial position or results of operations. For additional information regarding these matters, see the Pending Transactions disclosures in the Company’s Form 10-K for the year ending December 31, 2016 filed on March 31, 2017.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	3 Months Ended
	Mar. 31, 2017
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 8. – RELATED PARTY TRANSACTIONS For the three months ended March 31, 2017 and 2016, the Company was a party to the following related party transactions not disclosed elsewhere in these financial statements: · The Company paid $27,418 and $25,808 during 2017-QTR and 2016-QTR, respectively, as compensation to the father of our Chief Executive Officer, · The Company paid $0 and $6,250 during 2017-QTR and 2016-QTR, respectively, as compensation to the sister of our Chief Executive Officer, · The Company paid $15,000 and $15,000 in 2017-QTR and 2016-QTR, respectively, as compensation to Dr. Fernando Tamez. Dr. Tamez is President of DS Mexico since 2009 which we acquired in November 2012. Dr. Tamez oversees the day-to-day operations of DS Mexico. · The Company paid $50,000 and $0 in 2017-QTR and 2016-QTR, respectively, as compensation to Dr. Fernando Tamez as Chief Operating Officer of the Company. · Mr. Tamez owns an interest with an entity in Brazil with which the Company sold product. During 2017-QTR and 2016-QTR, there were no sales to the entity in Brazil, respectively, and there were no outstanding accounts receivable balances as of March 31, 2017 and December 31, 2016, respectively. This entity has since ceased operations. · Mr. Tamez owns an interest with an entity in Spain with which the Company sold product. During 2017-QTR and 2016-QTR, the Company sold $48,583 and $81,233, respectively, and the outstanding accounts receivable balance as of March 31, 2017 and December 31, 2016 was $ 559,283 and $498,479, respectively. The Company has an informal agreement to purchase the Company from Mr. Tamez upon it reaching certain millstones however a formal agreement has not been completed to date. · The Company recorded a liability due to Mr. Tamez of approximately MXN $2,118,000 Mexican pesos, or $129,200, relating to his profit sharing agreement and is included in other current liabilities in the accompanying balance sheet as of December 31, 2016 and March 31, 2017. · Executed and effective on December 29, 2016, the Company entered into an agreement to acquire the distribution rights of its Brazilian distributor, of which our current chief operating officer Fernando Tamez, and former Officer Abner Silva, are shareholders and listed as sellers on the agreement, to acquire 100% of the distributers shares in exchange for $47,000 in cash to satisfy certain liabilities, guaranteed employment contract for an employee valued at approximately $28,000, and the option to receive 500 units per month at no cost for 24 months. The agreement includes the Company assuming all current operating cost of the distributor during the period between the execution of the agreement and the alteration of the shareholder’s agreement. The Company determined the agreement’s value to be approximately $250,000. On January 30, 2017, the Company paid $33,000 towards the purchase price. However as of the date of the Company filing its annual 10-K report for the year ended December 31, 2016, the Brazilian distributor was not cooperative with the Company’s attempts to perform the required due diligence and refused to grant access to the records or provide the required information preventing the Company to properly consolidate the entity. Therefore, on March 29, 2017, the Company informed the Brazilian distributor, by way of legal letter, that they are in breach of the agreement and subsequently rescinded the agreement dated December 29, 2016 and has demanded a return of the monies paid to date. Due to the uncertainty of the outcome of this legal action and the uncertainty of the Company’s ability to obtain the net assets of the distributor in 2016, the Company deemed it necessary to expense the full value of the agreement in 2016. · On February 8, 2017, the Company entered into a Stock Purchase & Joint Venture and Financing arrangement with EverCare Prohealth Technologies LTD ( “ ” Additionally, the Company received as consideration 3 million shares of Evercare, warrants to purchase up to 900,000 shares of EverCare at $0.25 per share as part of the arrangement which can be sold back to EverCare, under certain conditions, to obtain additional financing. As of March 31, 2017, EverCare has provided $0.5 million in financing. Interest under the financing will accrue at 7.5% per annum. The Joint Venture arrangement with EverCare is for the development of certain new products, whereby the operational costs would be shared between the two companies. For the 2017-QTR the two companies shared operational costs totaling $19,149.

BARTER CREDITS

BARTER CREDITS	3 Months Ended
	Mar. 31, 2017
Barter Credits
BARTER CREDITS	NOTE 9. – BARTER CREDITS In December 2015, the Company, under former management entered an agreement with a barter trading company to sell slow moving, finished goods in exchange for prepaid credits. During the three months ended March 31, 2016, the Company sold merchandise worth $2,228,617 to this barter trading company. However, these credits proved to have no economic value and accordingly revenue did not meet the criteria as defined in Accounting Standards Codification 605 (“ASC”). The Company has reversed the sales to this barter trading company since it failed to meet the revenue standards and has expensed the barter credits, the results of which are reflected in net revenue of the company’s consolidated condensed statement of operations and comprehensive loss for the three months ending March 31, 2016.

DEBT

DEBT	3 Months Ended
	Mar. 31, 2017
Debt Disclosure [Abstract]
DEBT	NOTE 10 – DEBT Bank Loans On March 31, 2017, the Company’s Mexican subsidiary obtained a bank loan for MXN $482,000.00 or $25,764.52, payable in May 2017. As of March 31, 2017, the outstanding amount on this bank loan was MXN $482,000 or $25,764.52 and bears annual interest of 16.71%. On March 31, 2017, the Company’s Mexican subsidiary obtained a bank loan for MXN $1´353,028.04 or $72,323.89, payable in May 2017. As of March 31, 2017, the outstanding amount on this bank loan was MXN $1,353,028.04 or $72,323.89 and bears annual interest of 14.64%. Evercare Sale & Joint Venture Agreement On February 8, 2017, the Company entered into a Stock Purchase & Joint Venture and Financing arrangement with EverCare Prohealth Technologies LTD (“Evercare”), a private Hong Kong company. With respect to the Stock Purchase, Evercare acquired the totality of the share representing DS Laboratories capital stock in exchange for financing and consideration discussed below. With respect to financing, EverCare would provide $2 million in financing to the Company. Included in the agreement is the granting of exclusive distribution rights to EverCare for Asia, Australia and Africa and the appointment by EverCare of two additional members to the Company’s board of directors. Additionally, the Company has pledged via transfer of certain intellectual property, held under its DS Laboratories subsidiary, to EverCare as security for the financing. Such pledge includes buyback provisions exercisable within 5 years of the closing date of the transaction. Under the terms of the Agreement, the Company may buyback the intellectual property held under its DS Laboratories subsidiary from EverCare between March 1, 2022 and May 31, 2022, and would have to pay the equivalent to the purchase price plus 7.5% annualized compounded interest which is to be calculated over each installment as of the date of payment to the Company. A condition of the buyback option is that effective with the financing arrangement, DS Laboratories trademarks are subject to issuance by the Company of shares equaling 5% of its capital stock at no cost at the date of closing the buyback, issuance of the Company of 1.1 million shares representing it capital stock and granting Evercare an option to acquire the total of these share for $2.2 million. Additionally, the Company received as consideration 3 million shares of Evercare, warrants to purchase up to 900,000 shares of EverCare at $0.25 per share as part of the arrangement which can be sold back to EverCare, under certain conditions, to obtain additional financing. As of March 31, 2017, EverCare has provided $0.5 million in financing. Interest under the financing will accrue at 7.5% per annum. The Joint Venture arrangement with EverCare is for the development of certain new products, whereby the operational costs would be shared between the two companies. For the 2017-QTR the two companies shared operational costs totaling $19,149.

EQUITY

EQUITY	3 Months Ended
	Mar. 31, 2017
Equity [Abstract]
EQUITY	NOTE 11 – EQUITY Common Stock In January 2016, the company entered into a Stock Purchase Agreement with a private party in the amount of $1,996,500 for 605,000 shares of the company’s stock. As of December 31, 2016 the purchase agreement was partially settled. The Company has offset subscription receivable against the additional paid in capital of $1,196,500. The Board of Directors decided to negotiate a revision to the original Stock Purchase Agreement and an agreement was reached on February 8, 2017.

ACQUISITION

ACQUISITION	3 Months Ended
	Mar. 31, 2017
Business Combinations [Abstract]
ACQUISITION	NOTE 12. – ACQUISITION Executed and effective on December 29, 2016, the Company entered into an agreement to acquire the distribution rights of it Brazilian distributor, of which our current chief operating officer Fernando Tamez, and former Officer Abner Silva, are shareholders and listed as sellers on the agreement, to acquire 100% of the distributers shares in exchange for $47,000 in cash to satisfy certain liabilities, guaranteed employment contract for an employee valued at approximately $28,000, and the option to receive 500 units per month at no cost for 24 months. The agreement includes The Company assuming all current operating cost of the distributor during the period between the execution of the agreement and the alteration of the shareholder’s agreement. The Company determined the agreement’s value to be approximately $250,000. On January 30, 2017, the Company paid $33,000 towards the purchase price. However as of the date of the Company filing its annual 10-K report for the year ended December 31, 2016, the Brazilian distributor was not cooperative with The Company’s attempts to perform the required due diligence and refused to grant access to the records or provide the required information preventing the Company to properly consolidating the entity. Therefore, on March 29, 2017, the Company informed the Brazilian distributor, by way of legal letter, that they are in breach of the agreement and subsequently rescinded the agreement dated December 29, 2016 and has demanded a return of the monies paid to date. Due to the uncertainty of the outcome of this legal action and the uncertainty of the Company’s ability to obtain the net assets of the distributor in 2016, the Company deemed it necessary to expense the full value of the agreement in 2016.

SUMMARY OF SIGNIFICANT ACCOUN18

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Mar. 31, 2017
Accounting Policies [Abstract]
Principles of Consolidation and Presentation	Principles of Consolidation and Presentation The condensed consolidated financial statements are prepared using the accrual basis of accounting where revenues and expenses are recognized in the period in which they were incurred. The basis of accounting conforms to US GAAP. The condensed consolidated financial statements include the accounts of the Company and its operating subsidiaries DS Laboratories, Inc., Sigma Development and Holding Co., Inc., Polaris Labs, Inc., Polymer Inc., and Divine Skin Laboratories, S.A. de CV (“DS Mexico”). Also included in the consolidated financial statements are the operating activities of Velocity Storage and Packaging, LLC (“Velocity”), which were accounted for as Variable Interest Entity (“VIE”) through October 31, 2016. As of November 1, 2016, Velocity employees have been hired directly by DS Healthcare and the VIE is no longer used. All significant intercompany balances and transactions have been eliminated in consolidation.
Interim Condensed Consolidated Financial Statements	Interim Condensed Consolidated Financial Statements The interim condensed consolidated financial statements presented herein have been prepared pursuant to the rules and regulations of the SEC. Certain information and footnote disclosures normally included in financial statements prepared in accordance with US GAAP have been condensed or omitted pursuant to such rules and regulations. The interim condensed consolidated financial statements should be read in conjunction with the Company’s annual consolidated financial statements and related disclosures included in the Company’s Annual Report on Form 10-K, filed with the SEC on March 31, 2017. In the opinion of management, all adjustments (consisting only of those of a normal recurring nature) which are necessary to provide a fair presentation of financial position as of March 31, 2017 and the related operating results and cash flows for the interim periods presented have been made. The results of operations for the periods presented are not necessarily indicative of the results to be expected for future periods or for the year ending December 31, 2017. The condensed consolidated financial statements include the accounts of the Company and its operating subsidiaries DS Laboratories, Inc., Sigma Development and Holding Co., Inc., Polaris Labs, Inc., Polymer Inc., and Divine Skin Laboratories, S.A. de CV (“DS Mexico”). Also included in the consolidated financial statements are the operating activities of Velocity Storage and Packaging, LLC (“Velocity”), which were accounted for as Variable Interest Entity (“VIE”) through October 31, 2016. As of November 1, 2016, Velocity employees have been hired directly by DS Healthcare and the VIE is no longer used. All significant intercompany balances and transactions have been eliminated in consolidation.
Use of Estimates	Use of Estimates The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Although these estimates are based on management’s knowledge of current events and actions it may undertake in the future, they may ultimately differ from actual results. We believe our estimates and assumptions are reasonable; however, such estimates and assumptions are subject to a number of risks and uncertainties that may cause actual results to differ materially from such estimates. Significant estimates and assumptions underlying these consolidated financial statements include: · Estimates of allowances for uncollectable accounts receivable, · Estimates of inventory obsolescence and overhead and labor cost allocations, · Estimates assuming future earning capacity of our intangible assets, · Estimates of value of equity transactions for services rendered, · Estimates of returned or damaged product, · Estimates made in connection with our acquisition loss reserve, and · Estimates made in our deferred income tax calculations, for which there is a full valuation allowance.
Accounts Receivable	Accounts Receivable Accounts receivable are reported at their net realizable value. The Company establishes an allowance for doubtful accounts based upon factors pertaining to the credit risk of specific customers, historical trends, and other information. Delinquent accounts are written-off when it is determined that the amounts are uncollectible. The Company also provides for allowances against accounts receivables for product returns and cooperative advertising allowances. At March 31, 2017 and December 31, 2016, the allowance for uncollectable accounts was $591,836 and $725,929, respectively, including reserves for product returns and advertising costs.
Inventories	Inventories Inventory is reported at the lower of cost or market on the FIFO method. Our inventory is subject to expiration and obsolescence. Accordingly, quantities purchased and sell through rates are periodically monitored for potential overstocking or pending expiration as a basis for establishing the appropriate reserve for any estimated expiration or obsolescence. At March 31, 2017 and December 31, 2016, the allowance for obsolescence was $651,641 at both dates.
Revenue Recognition	Revenue Recognition The Company’s revenue recognition policies are in compliance with ASU No. 2014-09, “Revenue from Contracts with Customers”, which establishes core principle of the revenue recognition that an entity should recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those good or services. The Company recognizes revenue when all of the following criteria are met: · Identify the contract(s) with a customer, · Identify the separate performance obligations in the contract, · Determine the transaction price, · Allocate the transaction price to the separate performance obligations, and · Recognize revenues when (or as) the Company satisfies a performance obligation. Shipping and handling charges related to sales transactions are recorded as sales revenues when billed to customers or included in the sales price. Shipping and handling costs are included in cost of goods sold.
Research and Development	Research and Development The Company currently maintains a functional laboratory employing a new product development director, Dr. Patel, a chemist and a lab technician that identify new technology, test product alternatives and improve existing formulations and technologies. In addition, our Chief Executive Officer devotes a portion of his time in identifying new technologies and formulations to develop new products and improve existing products with the newest technology available. Such activities are expensed in the year incurred. Such costs include laboratory supplies, salaries, materials and consultant fees. These costs are classified as product development, salaries, selling, general and administrative expenses in the condensed consolidated statements of operations, and amounted to $41,642 and $34,736 for 2017-QTR and 2016-QTR, respectively. On February 8, 2017, the Company entered into a Joint Venture arrangement with EverCare for the development of certain new products, whereby the operational costs would be shared between the two companies. Pursuant to that agreement during 2017-QTR the two companies shared operational costs totaling $19,149.
Earnings Per Share	Earnings Per Share Potentially dilutive securities are excluded from the computation of diluted net loss per share for all of the periods presented in the accompanying condensed consolidated statements of operations because the reported net loss in each of these periods results in their inclusion being antidilutive. Antidilutive securities, which consist of stock options and warrants that are not included in the diluted net loss per share calculation, consisted of an aggregate of 0 and 444,213 shares as of March 31, 2017 and March 31, 2016, respectively.

INVENTORIES (Tables)

INVENTORIES (Tables)	3 Months Ended
	Mar. 31, 2017
Inventory Disclosure [Abstract]
Schedule of the Significant Components of Inventory	Significant components of inventory at March 31, 2017 and December 31, 2016 consist primarily of: 2017 2016 Bulk product and raw materials $ 1,993,509 $ 1,739,309 Work in process 287,329 196,451 Merchandise inventory 572,820 815,103 Inventory in transit 72,370 151,783 Less: Allowance (651,641 ) (651,641 ) $ 2,274,387 $ 2,251,005

INTANGIBLE ASSETS (Tables)

INTANGIBLE ASSETS (Tables)	3 Months Ended
	Mar. 31, 2017
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of Intangible Assets	Significant components of intangible assets at March 31, 2017 and December 31, 2016 consist of: 2017 2016 DS Mexico customer list 652,598 590,821 Less: Accumulated amortization (316,128 ) (273,528 ) Net customer list 336,470 317,293 Goodwill 25,407 23,002 $ 361,877 $ 340,295
Schedule of Future Amortization Expense for Intangible Assets	The following table represents the amortized cost of the various assets over the remaining years; the weighted average remaining period is 5.83 years. 2017 2018 2019 2020 Beyond Total Asset: Mexican Customer list $ 72,537 $ 72,537 $ 72,537 $ 72,537 $ 27,145 $ 317,293 $ 72,537 $ 72,537 $ 72,537 $ 72,537 $ 27,145 $ 317,293

SUMMARY OF SIGNIFICANT ACCOUN21

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	Feb. 08, 2017	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
Summary Of Significant Accounting Policies [Line Items]
Provision for doubtful accounts receivable		$ 591,836		$ 725,929
Allowance for uncollectable accounts		651,641		$ 651,641
Research and development expense		$ 41,642	$ 34,736
Anti-dilutive shares excluded from the earnings per share calculation		0	444,213
EverCare Prohealth Technologies LTD [Member ]
Summary Of Significant Accounting Policies [Line Items]
Research and development expense	$ 19,149

LIQUIDITY and GOING CONCERN (De

LIQUIDITY and GOING CONCERN (Details) - USD ($)	Mar. 31, 2017	Dec. 31, 2016	Mar. 31, 2016	Dec. 31, 2015
Accumulated deficit	$ 29,067,812	$ 27,918,109
Cash	$ 651,636	$ 322,319	$ 2,632,761	$ 4,517,604

INVENTORIES (Details)

INVENTORIES (Details) - USD ($)	3 Months Ended
	Mar. 31, 2017	Dec. 31, 2016
Inventory Disclosure [Abstract]
Bulk product and raw materials	$ 1,993,509	$ 1,739,309
Work in process	287,329	196,451
Merchandise inventory	572,820	815,103
Inventory in transit	72,370	151,783
Less: Allowance	(651,641)	(651,641)
Inventory, net, total	2,274,387	$ 2,251,005
Reserve for slow moving inventory	249,319
Merchandise sold to barter company	$ 2,228,617

INTANGIBLE ASSETS (Schedule of

INTANGIBLE ASSETS (Schedule of Intangible Assets) (Details) - USD ($)	3 Months Ended
	Mar. 31, 2017	Dec. 31, 2016
Finite-Lived Intangible Assets [Line Items]
Goodwill	$ 25,407	$ 23,002
Total intangible assets	$ 361,877	340,295
Weighted average remaining amortization period	5 years 9 months 29 days
DS Mexico customer list [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible asset, gross	$ 652,598	590,821
Finite-lived intangible asset, accumulated amortization	(316,128)	(273,528)
Finite-lived intangible assets, net, total	$ 336,470	$ 317,293

INTANGIBLE ASSETS (Schedule o25

INTANGIBLE ASSETS (Schedule of Future Amortization Expense for Intangible Assets) (Details)	Mar. 31, 2017USD ($)
Finite-Lived Intangible Assets [Line Items]
2,017	$ 72,537
2,018	72,537
2,019	72,537
2,020	72,537
Beyond	27,145
Amortized cost of assets	317,293
DS Mexico customer list [Member]
Finite-Lived Intangible Assets [Line Items]
2,017	72,537
2,018	72,537
2,019	72,537
2,020	72,537
Beyond	27,145
Amortized cost of assets	$ 317,293

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details)	May 27, 2016USD ($)
PhotoMedex Civil Action [Member]
Loss Contingencies [Line Items]
Damages sought in litigation matter	$ 3,000,000

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details)	Feb. 08, 2017USD ($)shares	Jan. 30, 2017USD ($)	Dec. 29, 2016USD ($)shares	Mar. 31, 2017USD ($)$ / sharesshares	Mar. 31, 2016USD ($)	Mar. 31, 2017MXNshares	Dec. 31, 2016USD ($)	Dec. 31, 2016MXN
Related Party Transaction [Line Items]
Proceeds from issuance of financing				$ 590,145	$ 97,966
Research and development expense				41,642	34,736
Brazilian distributor [Member]
Related Party Transaction [Line Items]
Acquired percentage of shares			100.00%
Cash payment for acquisition		$ 33,000	$ 47,000
Guaranteed employment contract assumed under agreement			$ 28,000
Option to receive per month | shares			500
Option to receive per month period			24 months
Agreement value			$ 250,000
Father of our Chief Executive Officer [Member]
Related Party Transaction [Line Items]
Expense incurred with related party				27,418	25,808
Sister of our Chief Executive Officer [Member ]
Related Party Transaction [Line Items]
Expense incurred with related party				0	6,250
Dr. Fernando Tamez [Member]
Related Party Transaction [Line Items]
Expense incurred with related party				15,000	15,000
Revenue from related party				48,583	81,233
Accounts receivables				559,283			$ 498,479
Other current liabilities due to related party				129,200			$ 129,200
Dr. Fernando Tamez [Member] | Mexican Pesos [Member]
Related Party Transaction [Line Items]
Other current liabilities due to related party | MXN						MXN 2,118,000		MXN 2,118,000
Chief Operating Officer [Member]
Related Party Transaction [Line Items]
Expense incurred with related party				50,000	$ 0
EverCare Prohealth Technologies LTD [Member ]
Related Party Transaction [Line Items]
Proceeds from issuance of financing	$ 2,000,000			$ 500,000
Buyback provisions exercisable period	5 years
Shares received | shares				3,000,000
Warrants to purchase shares | shares				900,000		900,000
Exercise price | $ / shares				$ 0.25
Interest rate				7.50%		7.50%
Percentage of capital stock at no cost at date of closing buyback	5.00%
Shares issued for buyback | shares	1,100,000
Buyback option exericse price	$ 2,200,000
Research and development expense	$ 19,149

BARTER CREDITS (Details)

BARTER CREDITS (Details)	3 Months Ended
	Mar. 31, 2016USD ($)
Barter Credits
Merchandise sold to barter company	$ 2,228,617

DEBT (Bank Loans) (Details)

DEBT (Bank Loans) (Details)	Feb. 08, 2017USD ($)shares	Mar. 31, 2017USD ($)$ / sharesshares	Mar. 31, 2016USD ($)	Mar. 31, 2017MXNshares
Proceeds from issuance of financing		$ 590,145	$ 97,966
Research and development expense		$ 41,642	$ 34,736
EverCare Prohealth Technologies LTD [Member ]
Interest rate		7.50%		7.50%
Proceeds from issuance of financing	$ 2,000,000	$ 500,000
Buyback provisions exercisable period	5 years
Shares received | shares		3,000,000
Warrants to purchase shares | shares		900,000		900,000
Exercise price | $ / shares		$ 0.25
Percentage of capital stock at no cost at date of closing buyback	5.00%
Shares issued for buyback | shares	1,100,000
Buyback option exercise price	$ 2,200,000
Research and development expense	$ 19,149
Mexican Subsidiary Bank Loan [Member]
Debt instrument, face amount		$ 25,765
Interest rate		16.71%		16.71%
Maturity date		Apr. 30, 2017
Outstanding bank loan balance		$ 25,765
Mexican Subsidiary Bank Loan [Member] | Mexican Pesos [Member]
Debt instrument, face amount | MXN				MXN 482,000
Outstanding bank loan balance | MXN				MXN 482,000
Mexican Subsidiary Bank Loan Two [Member]
Debt instrument, face amount		$ 72,324
Interest rate		14.64%		14.64%
Maturity date		May 31, 2017
Outstanding bank loan balance		$ 72,324
Mexican Subsidiary Bank Loan Two [Member] | Mexican Pesos [Member]
Debt instrument, face amount | MXN				MXN 1,353,028
Outstanding bank loan balance | MXN				MXN 1,353,028

EQUITY (Details)

EQUITY (Details)	Jan. 31, 2016USD ($)shares
Equity [Abstract]
Stock Purchase Agreement, shares | shares	605,000
Stock Purchase Agreement, amount	$ 1,996,500
Subscription receivable	$ 1,196,500

ACQUISITION (Details)

ACQUISITION (Details) - Brazilian distributor [Member] - USD ($)	1 Months Ended
	Jan. 30, 2017	Dec. 29, 2016
Acquired percentage of shares		100.00%
Cash payment for acquisition	$ 33,000	$ 47,000
Guaranteed employment contract assumed under agreement		$ 28,000
Option to receive per month		500
Option to receive per month period		24 months
Agreement value		$ 250,000