| Significant and Critical Accounting Policies and Practices | Note 2 - Significant and Critical Accounting
Policies and Practices Basis of Presentation The accompanying interim unaudited condensed
consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United
States of America and the rules and regulations of the United States Securities and Exchange Commission for interim financial
information, which includes condensed consolidated financial statements and present the consolidated financial statements of the
Company and its wholly-owned subsidiary as of June 30, 2019. All intercompany transactions and balances have been eliminated.
Accordingly, the condensed consolidated financial statements do not include all the information and notes necessary for a comprehensive
presentation of financial position and results of operations and should be read in conjunction with the audited financial statements
of the Company for the year ended December 31, 2018 and included in the form 10-K filed with the SEC on March 25, 2019. It
is management's opinion that all material adjustments (consisting of normal recurring adjustments) have been made, which
are necessary for a fair financial statement presentation. Significant intercompany accounts and transactions have been eliminated
in consolidation. The results for the interim period are not necessarily indicative of the results to be expected for the year
ending December 31, 2019. Use of Estimates and Assumptions and
Critical Accounting Estimates The preparation of financial statements
in conformity with accounting principles generally accepted in the United States of America requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at
the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results
could differ from those estimates. In preparing the consolidated financial statements, management is required to make estimates
and assumptions that affect the reported amounts of assets and liabilities as of the date of the consolidated balance sheet, and
revenues and expenses for the period then ended. Actual results may differ significantly from those estimates. Significant estimates
made by management include, but are not limited to valuation of deferred tax assets, useful life of property and equipment, inventory
reserves, and valuation of debt discounts. Cash and cash equivalents The Company considers all highly liquid
debt instruments and other short-term investments with maturities of three months or less, when purchased, to be cash equivalents.
The Company held no cash equivalents as of June 30, 2019 and December 31, 2018. The Company maintains cash balances at one
financial institution that is insured by the Federal Deposit Insurance Corporation. The Company's account at this institution
is insured by the Federal Deposit Insurance Corporation ("FDIC") up to $250,000. As of June 30, 2019 and December
31, 2018, the Company has not reached bank balances exceeding the FDIC insurance limit. To reduce its risk associated with the
failure of such financial institution, the Company evaluates at least annually the rating of the financial institution in which
it holds deposits. Fair value of financial instruments The estimated fair value of certain financial
instruments, including cash, accounts receivable, prepaid expenses and other current assets, accounts payable and accrued expenses
and accrued salaries and related payroll liabilities are carried at historical cost basis, which approximates their fair values
because of the short-term nature of these instruments. Inventory The Company values inventory, consisting
of finished goods and raw materials, at the lower of cost or net realizable value. Cost is determined on the first-in and first-out
("FIFO") method. The Company reduces inventory for the diminution of value, resulting from product obsolescence, damage
or other issues affecting marketability, equal to the difference between the cost of the inventory and its estimated net realizable
value. Factors utilized in the determination of the estimated net realizable value include (i) estimates of future demand, and
(ii) competitive pricing pressures. The Company did not record any allowance for slow moving inventory as of June 30, 2019 and
December 31, 2018. Property and Equipment Property and equipment are carried at
cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful
lives of the assets of 3 years. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements
are capitalized. When assets are retired, or disposed of, the cost and accumulated depreciation are removed, and any resulting
gains or losses are included in the consolidated statement of operations. Revenue Recognition On January 1, 2018, the Company adopted
the Accounting Standard Codification ("ASC") Topic 606 and the related amendments Revenue from Contracts with Customers,
which requires revenue to be recognized in a manner that depicts the transfer of goods or services to customers in amounts that
reflect the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company recognizes
revenue by applying the following steps: Step 1: Identify the contract(s) with a
customer. Step 2: Identify the performance obligations
in the contract. Step 3: Determine the transaction price. Step 4: Allocate the transaction price
to the performance obligations in the contract. Step 5: Recognize revenue when (or as)
the entity satisfies a performance obligation. The Company's performance obligations
are satisfied at the point in time when products are shipped or delivered to the customer, which is when the customer has title
and the significant risks and rewards of ownership. Therefore, the Company's contracts have a single performance obligation
(shipment or delivery of product). The Company primarily receives fixed consideration for sales of product. Cost of Sales The primary components of cost of sales
include the cost of the product, production costs, warehouse storage costs and shipping fees. Shipping and Handling Costs The Company accounts for shipping and
handling fees in accordance with ASC 606. While amounts charged to customers for shipping products are included in revenues, the
related costs of shipping products to customers are classified in general and administrative expenses as incurred. Shipping costs
included in general and administrative expense were $2,569 and $0 for the six months ended June 30, 2019 and 2018, respectively. Advertising Costs The Company applies ASC 720 "Other
Expenses" to account for advertising related costs. Pursuant to ASC 720-35-25-1, the Company expenses the advertising costs
when the first time the advertising takes place. Advertising costs were $5,933 and $2,085 for the six months ended June 30, 2019
and 2018, respectively, and was included in general and administrative expenses. Stock-based compensation Stock-based compensation is accounted
for based on the requirements of the Share-Based Payment Topic of ASC 718 which requires recognition in the financial statements
of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee
or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires
measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value
of the award. Through March 31, 2018, pursuant to ASC
505-50 - Equity-Based Payments to Non-Employees, all share-based payments to non-employees, including grants of stock options,
were recognized in the consolidated financial statements as compensation expense over the service period of the consulting arrangement
or until performance conditions were expected to be met. Using a Black Scholes valuation model, the Company periodically reassessed
the fair value of non-employee options until service conditions were met, which generally aligned with the vesting period of the
options, and the Company adjusted the expense recognized in the consolidated financial statements accordingly. In June 2018, the
FASB issued ASU No. 2018-07, Improvements to Nonemployee Share-Based Payment Accounting, which simplifies several aspects of the
accounting for nonemployee share-based payment transactions by expanding the scope of the stock-based compensation guidance in
ASC 718 to include share-based payment transactions for acquiring goods and services from non-employees. ASU No. 2018-07 is effective
for annual periods beginning after December 15, 2018, including interim periods within those annual periods. Early adoption is
permitted, but entities may not adopt prior to adopting the new revenue recognition guidance in ASC 606. The Company adoption
did not have any material impact on its consolidated financial statements. The expense is recognized over the vesting
period of the award. Until the measurement date is reached, the total amount of compensation expense remains uncertain. The Company
records compensation expense based on the fair value of the award at the reporting date. The awards to consultants and other third-parties
are then revalued, or the total compensation is recalculated, based on the then current fair value, at each subsequent reporting
date. Leases In February 2016, the Financial Accounting
Standards Board ("FASB") issued ASU 2016-02, Leases On January 1, 2019, the Company adopted
ASU No. 2016-02, applying the package of practical expedients to leases that commenced before the effective date whereby the Company
elected to not reassess the following: (i) whether any expired or existing contracts contain leases and; (ii) initial direct costs
for any existing leases. For contracts entered into on or after the effective date, at the inception of a contract the Company
assessed whether the contract is, or contains, a lease. The Company's assessment is based on: (1) whether the contract involves
the use of a distinct identified asset, (2) whether we obtain the right to substantially all the economic benefit from the use
of the asset throughout the period, and (3) whether it has the right to direct the use of the asset. The Company will allocate
the consideration in the contract to each lease component based on its relative stand-alone price to determine the lease payments. Operating lease right of use assets ("ROU")
assets represents the right to use the leased asset for the lease term and operating lease liabilities are recognized based on
the present value of the future minimum lease payments over the lease term at commencement date. As most leases do not provide
an implicit rate, the Company use an incremental borrowing rate based on the information available at the adoption date in determining
the present value of future payments. Lease expense for minimum lease payments is amortized on a straight-line basis over the
lease term and is included in general and administrative expenses in the condensed consolidated statements of operations. Income Taxes The Company accounts for income taxes
pursuant to the provision of ASC 740-10, "Accounting for Income Taxes" ("ASC 740-10"), which requires,
among other things, an asset and liability approach to calculating deferred income taxes. The asset and liability approach requires
the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between
the carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided to offset any net deferred
tax assets for which management believes it is more likely than not that the net deferred asset will not be realized. The Company follows the provision of ASC
740-10 related to Accounting for Uncertain Income Tax Positions. When tax returns are filed, there may be uncertainty about the
merits of positions taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of
ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available
evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution
of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more likely
than not recognition threshold are measured at the largest amount of tax benefit that is more than 50 percent likely of being
realized upon settlement with the applicable taxing authority. The portion of the benefit associated with tax positions taken
that exceed the amount measured as described above should be reflected as a liability for uncertain tax benefits in the accompanying
balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination.
The Company believes its tax positions are all more likely than not to be upheld upon examination. As such, the Company has not
recorded a liability for uncertain tax benefits. The Company has adopted ASC 740-10-25,
"Definition of Settlement", which provides guidance on how an entity should determine whether a tax position is effectively
settled for the purpose of recognizing previously unrecognized tax benefits and provides that a tax position can be effectively
settled upon the completion and examination by a taxing authority without being legally extinguished. For tax positions considered
effectively settled, an entity would recognize the full amount of tax benefit, even if the tax position is not considered more
likely than not to be sustained based solely on the basis of its technical merits and the statute of limitations remains open. The
federal and state income tax returns of the Company are subject to examination by the IRS and state taxing authorities, generally
for three years after they are filed. Basic and diluted net loss per share Basic net loss per share is computed by
dividing the net loss by the weighted average number of common shares during the period. Diluted net loss per share is computed
using the weighted average number of common shares and potentially dilutive securities outstanding during the period. The potentially dilutive common stock
equivalents for the six months ended June 30, 2019 and 2018 were excluded from the dilutive loss per share calculation as they
would be antidilutive due to the net loss. The following were the computation of diluted shares outstanding and in periods where
the Company has a net loss, all dilutive securities are excluded.
June
30, June
30,
Common stock equivalents:
Stock options 1,940,000 1,940,000
Convertible notes payable 13,750,000 -
Convertible Preferred Stock 266,000,000 102,000,000
Total 281,690,000 103,940,000 Recent accounting pronouncements In February 2016, the FASB issued ASU
2016-02, "Leases (Topic 842)". The new standard requires lessees to apply a dual approach, classifying leases as either
finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee.
This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line
basis over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases
with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted
for similar to existing guidance for operating leases. The new guidance is effective for fiscal years beginning after December
15, 2018, and interim periods within those annual periods and is applied retrospectively. The Company elected to apply the transition
provisions as of January 1, 2019, the date of adoption, and recorded lease ROU assets and related liabilities on the consolidated
balance sheet related to our operating leases. In July 2017, the FASB issued ASU 2017-11 "Earnings
Per Share (Topic 260)". The amendments in the update change the classification of certain equity-linked financial instruments
(or embedded features) with down round features. The amendments also clarify existing disclosure requirements for equity-classified
instruments. For freestanding equity-classified financial instruments, the amendments require entities that present earnings per
share ("EPS") in accordance with Topic 260, Earnings Per Share, 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 would be subject to the specialized
guidance for contingent beneficial conversion features (in Subtopic 470-20, Debt—Debt with Conversion and Other Options),
including related EPS guidance (in Topic 260). 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 with early adoption permitted.
The Company adopted this pronouncement as of fiscal 2017 and applied it to the convertible notes payable issued in March and May
of 2019 that include down round features. During the three and six months ended June 30, 2019, a down round feature present in
a convertible note payable was triggered (see Note 7). In June 2018, the FASB issued ASU No.
2018-07 "Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting." These
amendments expand the scope of Topic 718, Compensation - Stock Compensation (which currently only includes share-based payments
to employees) to include share-based payments issued to nonemployees for goods or services. Consequently, the accounting for share-based
payments to nonemployees and employees will be substantially aligned. The ASU supersedes Subtopic 505-50, Equity - Equity-Based
Payments to Non-Employees. The guidance is effective for public companies for fiscal years, and interim fiscal periods within
those fiscal years, beginning after December 15, 2018. Early adoption is permitted, but no earlier than a company's adoption
date of Topic 606, Revenue from Contracts with Customers. The adoption of this guidance had no material impact on its accounting
and disclosures. In August 2018, the FASB issued ASU
2018-13, "Changes to Disclosure Requirements for Fair Value Measurements", which will improve the effectiveness
of disclosure requirements for recurring and nonrecurring fair value measurements. The standard removes, modifies, and adds certain
disclosure requirements, and is effective for fiscal years, and interim periods within those fiscal years, beginning after December
15, 2019. The Company will be evaluating the impact this standard will have on the Company's consolidated financial statements. Other accounting standards that have been
issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the
consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to
have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures. |
