Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Apr. 12, 2019 | Jun. 30, 2018 | |
Document And Entity Information | |||
Entity Registrant Name | Canbiola, Inc. | ||
Entity Central Index Key | 0001509957 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2018 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 4,466,469 | ||
Entity Common Stock, Shares Outstanding | 548,487,714 | ||
Trading Symbol | CANB | ||
Document Fiscal Year Focus | 2018 | ||
Document Fiscal Period Focus | FY |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 807,747 | $ 1,652 |
Accounts receivable, less allowance for doubtful accounts of $0 and $0, respectively | 39,172 | 6,075 |
Inventory | 87,104 | 9,834 |
Note receivable - current | 75,000 | |
Prepaid expenses - current | 210,351 | 64,911 |
Total current assets | 1,144,374 | 157,472 |
Property and equipment, at cost less accumulated depreciation of $26,775 and $20,248, respectively | 59,619 | 11,148 |
Other assets: | ||
Deposits | 48,726 | 11,687 |
Prepaid expenses - noncurrent | 2,365,719 | |
Note receivable - noncurrent | 19,389 | 39,000 |
Goodwill (Note 4) | 55,849 | |
Total other assets | 2,489,683 | 50,687 |
Total assets | 3,693,675 | 219,307 |
Current liabilities: | ||
Notes and loans payable | 19,205 | 193,504 |
Derivative Liability | 1,451,137 | |
Accounts payable | 73,059 | 143,274 |
Accrued officers compensation | 68,750 | 98,750 |
Other accrued expenses payable | 43,778 | 62,539 |
Total current liabilities and total liabilities | 204,792 | 1,949,204 |
Commitments and contingencies (Notes 14) | ||
Stockholders' deficiency: | ||
Common stock, no par value; authorized 750,000,000 shares, issued and outstanding 440,566,325 and 225,572,323 shares, respectively | 16,624,557 | 12,524,042 |
Additional Paid-in capital | 872,976 | 149,850 |
Additional Paid-in capital - Stock Options (Note 12) | 202,200 | |
Accumulated deficit | (18,768,753) | (14,647,476) |
Total stockholders' deficiency | 3,488,883 | (1,729,897) |
Total liabilities and stockholders' deficiency | 3,693,675 | 219,307 |
Series A Preferred Stock [Member] | ||
Stockholders' deficiency: | ||
Preferred stock, authorized 5,000,000 shares: | 4,557,424 | 243,537 |
Series B Preferred Stock [Member] | ||
Stockholders' deficiency: | ||
Preferred stock, authorized 5,000,000 shares: | $ 479 | $ 150 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Allowance for doubtful accounts | $ 0 | $ 0 |
Accumulated depreciation, property and equipment | $ 26,775 | $ 20,248 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, par value | ||
Common stock, par value | ||
Common stock, shares authorized | 750,000,000 | 750,000,000 |
Common stock, shares issued | 440,566,325 | 225,572,323 |
Common stock, shares outstanding | 440,566,325 | 225,572,323 |
Series A Preferred Stock [Member] | ||
Preferred stock, shares authorized | 20 | 20 |
Preferred stock, par value | ||
Preferred stock, shares issued | 18 | 8 |
Preferred stock, shares outstanding | 18 | 8 |
Series B Preferred Stock [Member] | ||
Preferred stock, shares authorized | 500,000 | 500,000 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares issued | 499,958 | 157,985 |
Preferred stock, shares outstanding | 499,958 | 157,985 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Revenues | ||
Total Revenues | $ 668,603 | $ 122,746 |
Cost of product sales | 405,534 | 44,466 |
Gross Profit | 263,069 | 78,280 |
Operating costs and expenses: | ||
Officers and directors compensation (including stock-based compensation of $1,255,193 and $63,902 respectively) | 1,478,987 | 154,406 |
Consulting fees (including stock-based compensation of $1,524,107 and $167,688, respectively) | 1,669,443 | 284,741 |
Advertising expense | 84,316 | 28,322 |
Hosting expense | 14,697 | 21,963 |
Rent expense | 67,165 | 65,060 |
Professional fees | 117,718 | 95,546 |
Depreciation of property and equipment | 5,473 | 3,227 |
Amortization of intangible assets | 3,972 | |
Other | 241,044 | 133,829 |
Total operating expenses | 3,678,843 | 791,066 |
Loss from operations | (3,415,774) | (712,786) |
Other income (expense): | ||
Cancellation of Debt | 10,589 | |
Loss on Forgiveness of receivable from Pure Health Products | (85,827) | |
Loss on debt conversion | (1,299,369) | (32,383) |
Loss on stock issuance | (649,259) | (191,553) |
Impairment of intangible assets | (21,507) | |
Interest income | 10,325 | 2,842 |
Income (expense) from derivative liability | 1,591,137 | (915,700) |
Interest expense (including amortization of debt discounts of $176,497 and $50,315, respectively) | (263,510) | (279,221) |
Other income (expense) - net | (696,503) | (1,426,933) |
Loss before provision for income taxes | (4,112,277) | (2,139,719) |
Provision for income taxes | ||
Net loss and comprehensive loss | $ (4,112,277) | $ (2,139,719) |
Net loss per common share - basic and diluted | $ (.01) | $ 0 |
Weighted average common shares outstanding - Basic | 276,026,704 | 165,230,550 |
Weighted average common shares outstanding - Diluted | 423,881,781 | 256,295,851 |
Product [Member] | ||
Revenues | ||
Total Revenues | $ 651,978 | $ 79,030 |
Service [Member] | ||
Revenues | ||
Total Revenues | $ 16,625 | $ 43,716 |
Consolidated Statements of Op_2
Consolidated Statements of Operations and Comprehensive Loss (Parenthetical) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Stock-based compensation | $ 2,779,300 | $ 231,590 |
Amortization of debt discounts | 176,497 | 50,315 |
Consulting Fees [Member] | ||
Stock-based compensation | 1,524,107 | 167,688 |
Officers and Directors [Member] | ||
Stock-based compensation | $ 1,255,193 | $ 63,902 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Deficiency - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Preferred Stock A [Member] | ||
Balance | $ 243,537 | $ 103,664 |
Balance, shares | 8 | 10 |
Issuance of Series A Preferred Stock on October 4, 2017 in satisfaction of accrued officer compensation | $ 191,705 | |
Issuance of Series A Preferred Stock on October 4, 2017 in satisfaction of accrued officer compensation, shares | 3 | |
Issuance of common stock and retirement of Series A Preferred Stock on November 30, 2017 | $ (51,832) | |
Issuance of common stock and retirement of Series A Preferred Stock on November 30, 2017, shares | (5) | |
Issuance of Series A Preferred Stock in 2018 pursuant to employment and consulting agreement | $ 4,441,690 | |
Issuance of Series A Preferred Stock in 2018 pursuant to employment and consulting agreement, shares | 13 | |
Issuance of common stock and retirement of Series A preferred stock In 2018 | $ (127,803) | |
Issuance of common stock and retirement of Series A preferred stock In 2018, shares | (3) | |
Net loss | ||
Balance | $ 4,557,424 | $ 243,537 |
Balance, shares | 18 | 8 |
Preferred Stock B [Member] | ||
Balance | $ 150 | |
Balance, shares | 157,985 | |
Sale of Series B Preferred Stock on October 13, 2017 at $0.95 per share | $ 150 | |
Sale of Series B Preferred Stock on October 13, 2017 at $0.95 per share, shares | 157,985 | |
Issuance of Series A Preferred Stock in 2018 pursuant to employment and consulting agreement | ||
Sale of Series B Preferred Stock in 2018 | $ 749 | |
Sale of Series B Preferred Stock in 2018, shares | 761,972 | |
Issuance of common stock and retirement of Series B preferred stock In 2018 | $ (420) | |
Issuance of common stock and retirement of Series B preferred stock In 2018, shares | (419,999) | |
Net loss | ||
Balance | $ 479 | $ 150 |
Balance, shares | 499,958 | 157,985 |
Common Stock [Member] | ||
Balance | $ 12,524,042 | $ 11,889,505 |
Balance, shares | 225,572,323 | 146,008,250 |
Issuance of common stock on February 2, 2017 for services rendered | $ 11,000 | |
Issuance of common stock on February 2, 2017 for services rendered, shares | 200,000 | |
Issuance of common stock on February 13, 2017 in satisfaction of debt and accrued interest | $ 67,436 | |
Issuance of common stock on February 13, 2017 in satisfaction of debt and accrued interest, shares | 1,685,900 | |
Issuance of common stock on March 22, 2017 in satisfaction of debt and accrued interest | $ 154,027 | |
Issuance of common stock on March 22, 2017 in satisfaction of debt and accrued interest, shares | 6,785,316 | |
Issuance of common stock on April 17, 2017 for services rendered | $ 125,000 | |
Issuance of common stock on April 17, 2017 for services rendered, shares | 5,000,000 | |
Issuance of common stock on June 21, 2017 for services rendered | $ 5,975 | |
Issuance of common stock on June 21, 2017 for services rendered, shares | 250,000 | |
Issuance of common stock on June 28, 2017 for services rendered | $ 5,000 | |
Issuance of common stock on June 28, 2017 for services rendered, shares | 250,000 | |
Issuance of common stock on August 25, 2017 in satisfaction of debt and accrued interest | $ 107,142 | |
Issuance of common stock on August 25, 2017 in satisfaction of debt and accrued interest, shares | 7,142,857 | |
Issuance of common stock on August 25, 2017 for services rendered | $ 3,750 | |
Issuance of common stock on August 25, 2017 for services rendered, shares | 250,000 | |
Issuance of common stock on September 5, 2017 for services rendered | $ 4,375 | |
Issuance of common stock on September 5, 2017 for services rendered, shares | 250,000 | |
Issuance of common stock on September 7, 2017 for services rendered | $ 32,750 | |
Issuance of common stock on September 7, 2017 for services rendered, shares | 2,500,000 | |
Issuance of common stock on September 11, 2017 for services rendered | $ 6,700 | |
Issuance of common stock on September 11, 2017 for services rendered, shares | 500,000 | |
Issuance of common stock on September 25, 2017 for services rendered | $ 2,525 | |
Issuance of common stock on September 25, 2017 for services rendered, shares | 250,000 | |
Issuance of common stock on November 2, 2017 for services rendered | $ 1,725 | |
Issuance of common stock on November 2, 2017 for services rendered, shares | 250,000 | |
Issuance of common stock on November 9, 2017 for services rendered | $ 21,250 | |
Issuance of common stock on November 9, 2017 for services rendered, shares | 2,500,000 | |
Issuance of common stock and retirement of Series A Preferred Stock on November 30, 2017 | $ 51,832 | |
Issuance of common stock and retirement of Series A Preferred Stock on November 30, 2017, shares | 50,000,000 | |
Issuance of common stock on December 5, 2017 for services rendered | $ 6,000 | |
Issuance of common stock on December 5, 2017 for services rendered, shares | 500,000 | |
Issuance of common stock on December 7, 2017 for services rendered | $ 4,500 | |
Issuance of common stock on December 7, 2017 for services rendered, shares | 250,000 | |
Issuance of common stock on December 18, 2017 for services rendered | $ 9,050 | |
Issuance of common stock on December 18, 2017 for services rendered, shares | 500,000 | |
Issuance of common stock on December 25, 2017 for services rendered | $ 14,500 | |
Issuance of common stock on December 25, 2017 for services rendered, shares | 500,000 | |
Issuance of Series A Preferred Stock in 2018 pursuant to employment and consulting agreement | ||
Issuance of common stock in 2018 for services rendered | $ 656,306 | |
Issuance of common stock in 2018 for services rendered, shares | 19,345,789 | |
Issuance of common stock in 2018 for Preferred B dividends | $ 38,379 | |
Issuance of common stock in 2018 for Preferred B dividends, shares | 891,089 | |
Issuance of common stock in 2018 in Satisfaction of debt and accrued interest | $ 1,604,412 | |
Issuance of common stock in 2018 in Satisfaction of debt and accrued interest, shares | 45,263,513 | |
Issuance of common stock in 2018 for Warrant exercise | $ 619,880 | |
Issuance of common stock in 2018 for Warrant exercise, shares | 8,500,000 | |
Issuance of common stock in 2018 in Satisfaction of accrued compensation | $ 192,300 | |
Issuance of common stock in 2018 in Satisfaction of accrued compensation, shares | 4,370,629 | |
Issuance of common stock in 2018 for Acquisition of PureHealth, LLC | $ 112,415 | |
Issuance of common stock in 2018 for Acquisition of PureHealth, LLC, shares | 3,096,827 | |
Issuance of stock options for retirement Of common shares | $ (101,400) | |
Issuance of stock options for retirement Of common shares, shares | (3,000,000) | |
Sale of common stocks in 2018 | $ 850,000 | |
Sale of common stocks in 2018, shares | 29,821,201 | |
Issuance of common stock and retirement of Series A preferred stock In 2018 | $ 127,803 | |
Issuance of common stock and retirement of Series A preferred stock In 2018, shares | 30,000,000 | |
Issuance of common stock and retirement of Series B preferred stock In 2018 | $ 420 | |
Issuance of common stock and retirement of Series B preferred stock In 2018, shares | 76,704,954 | |
Net loss | ||
Balance | $ 16,624,557 | $ 12,524,042 |
Balance, shares | 440,566,325 | 225,572,323 |
Additional Paid-in Capital [Member] | ||
Balance | $ 149,850 | |
Sale of Series B Preferred Stock on October 13, 2017 at $0.95 per share | 149,850 | |
Issuance of Series A Preferred Stock in 2018 pursuant to employment and consulting agreement | ||
Sale of Series B Preferred Stock in 2018 | 723,126 | |
Issuance of stock options for retirement Of common shares | 84,000 | |
Issuance of stock options | 118,200 | |
Net loss | ||
Balance | 1,075,176 | 149,850 |
Accumulated Deficit [Member] | ||
Balance | (14,647,476) | (12,507,757) |
Issuance of Series A Preferred Stock in 2018 pursuant to employment and consulting agreement | ||
Issuance of common stock in 2018 for Preferred B dividends | (9,000) | |
Net loss | (4,112,277) | (2,139,719) |
Balance | (18,768,753) | (14,647,476) |
Balance | (1,729,897) | (514,588) |
Issuance of common stock on February 2, 2017 for services rendered | 11,000 | |
Issuance of common stock on February 13, 2017 in satisfaction of debt and accrued interest | 67,436 | |
Issuance of common stock on March 22, 2017 in satisfaction of debt and accrued interest | 154,027 | |
Issuance of common stock on April 17, 2017 for services rendered | 125,000 | |
Issuance of common stock on June 21, 2017 for services rendered | 5,975 | |
Issuance of common stock on June 28, 2017 for services rendered | 5,000 | |
Issuance of common stock on August 25, 2017 in satisfaction of debt and accrued interest | 107,142 | |
Issuance of common stock on August 25, 2017 for services rendered | 3,750 | |
Issuance of common stock on September 5, 2017 for services rendered | 4,375 | |
Issuance of common stock on September 7, 2017 for services rendered | 32,750 | |
Issuance of common stock on September 11, 2017 for services rendered | 6,700 | |
Issuance of common stock on September 25, 2017 for services rendered | 2,525 | |
Issuance of Series A Preferred Stock on October 4, 2017 in satisfaction of accrued officer compensation | 191,705 | |
Sale of Series B Preferred Stock on October 13, 2017 at $0.95 per share | 150,000 | |
Issuance of common stock on November 2, 2017 for services rendered | 1,725 | |
Issuance of common stock on November 9, 2017 for services rendered | 21,250 | |
Issuance of common stock and retirement of Series A Preferred Stock on November 30, 2017 | ||
Issuance of common stock on December 5, 2017 for services rendered | 6,000 | |
Issuance of common stock on December 7, 2017 for services rendered | 4,500 | |
Issuance of common stock on December 18, 2017 for services rendered | 9,050 | |
Issuance of common stock on December 25, 2017 for services rendered | 14,500 | |
Issuance of Series A Preferred Stock in 2018 pursuant to employment and consulting agreement | 4,441,690 | |
Sale of Series B Preferred Stock in 2018 | 723,875 | |
Issuance of common stock in 2018 for services rendered | 656,306 | |
Issuance of common stock in 2018 for Preferred B dividends | 29,379 | |
Issuance of common stock in 2018 in Satisfaction of debt and accrued interest | 1,604,412 | |
Issuance of common stock in 2018 for Warrant exercise | 619,880 | |
Issuance of common stock in 2018 in Satisfaction of accrued compensation | 192,300 | |
Issuance of common stock in 2018 for Acquisition of PureHealth, LLC | 112,415 | |
Issuance of stock options for retirement Of common shares | (17,400) | |
Issuance of stock options | 118,200 | |
Sale of common stocks in 2018 | 850,000 | |
Issuance of common stock and retirement of Series A preferred stock In 2018 | ||
Issuance of common stock and retirement of Series B preferred stock In 2018 | ||
Net loss | (4,112,277) | (2,139,719) |
Balance | $ 3,488,883 | $ (1,729,897) |
Consolidated Statements of St_2
Consolidated Statements of Stockholders' Deficiency (Parenthetical) | Oct. 13, 2017$ / shares |
Series B Preferred Stock [Member] | |
Sale of stock, price per share | $ 0.95 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Operating Activities: | ||
Net loss | $ (4,112,277) | $ (2,139,719) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation, net of prepaid stock- based consulting fees | 2,779,300 | 231,590 |
Loss on Forgiveness of receivable from Pure Health Products | 85,827 | |
Loss on stock issuance | 649,259 | 191,553 |
Loss on debt conversion | 1,299,369 | 32,383 |
Debt issuance expense | 14,000 | |
Impairment of intangible assets | 21,507 | |
Expense from derivative liability | (1,591,137) | 915,700 |
Depreciation of property and equipment | 5,473 | 3,227 |
Amortization of intangible assets | 3,972 | |
Amortization of debt discounts | 176,497 | 50,315 |
Bad debt expense | 16,840 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (33,097) | (9,173) |
Inventory | 2,382 | (9,834) |
Security deposit | (34,939) | |
Prepaid expenses | 2,500 | |
Accounts payable | (115,235) | 88,566 |
Accrued officers compensation | 85,900 | 91,803 |
Other accrued expenses payable | 35,109 | 22,606 |
Net cash used in operating activities | (753,569) | (286,291) |
Investing Activities: | ||
Cash received from acquisition of Pure Health Products, LLC | 404 | |
Note receivable - current | (75,000) | |
Fixed assets additions | (46,384) | |
Net cash used in investing activities | (45,980) | (75,000) |
Financing Activities: | ||
Repayments of notes and loans payable | (123,231) | |
Proceeds received from notes and loans payable | 155,000 | 182,750 |
Proceeds from sale of common stock | 850,000 | |
Proceeds from sale of Series B preferred stock | 723,875 | 150,000 |
Net cash provided by financing activities | 1,605,644 | 332,750 |
Increase (decrease) in cash and cash equivalents | 806,095 | (28,541) |
Cash and cash equivalents, beginning of period | 1,652 | 30,193 |
Cash and cash equivalents, end of period | 807,747 | 1,652 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Income taxes paid | ||
Interest paid | ||
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Issuance of common stock in satisfaction of debt | 262,000 | 115,000 |
Issuance of common stock in satisfaction Of officers compensation | 282,200 | 127,803 |
Issuance of common stock in acquisition of PureHealth, LLC | 178,997 | |
Cancellation of note receivable and accrued interest in exchange for service | 19,611 | |
Cancellation of note receivable and accrued interest in acquisition of PureHealth, LLC | 8,582,725 | |
Issuance of common stock in satisfaction of accrued interest | $ 43,043 | $ 11,168 |
Organization and Description of
Organization and Description of Business | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | NOTE 1 – Organization and Description of Business Canbiola, Inc. was originally incorporated as WrapMail, Inc. (“WRAP”) in Florida on October 11, 2005. Effective January 5, 2015, WRAP acquired 100% ownership of Prosperity Systems, Inc. (“Prosperity”), a New York corporation incorporated on April 2, 2008. The Company is in the process of dissolving Prosperity. The Company acquired 100% of the membership interests in Pure Health Products, LLC, a New York limited liability company (“PHP” or “Pure Health Products”) effective December 28, 2018. The Company formed Duramed, Inc., a Nevada corporation (“Duramed”) in November 2018, to facilitate the manufacture and sale of durable medical equipment incorporating CBD Effective December 27, 2010, WRAP effected a 10 for 1 forward stock split of its common stock. Effective June 4, 2013, WRAP effected a 1 for 10 reverse stock split of its common stock. The accompanying consolidated financial statements retroactively reflect these stock splits. On May 15, 2017, WRAP changed its name to Canbiola, Inc. (the “Company” or “CANB” or “Canbiola”). Canbiola specializes in the production and sale of a variety of hemp derived Cannabidiol (“CBD”) products such as oils, creams, moisturizers, isolate, gel caps, concentrate and water. Canbiola is developing its own line of proprietary products as well as seeking synergistic value through acquisitions in the Hemp Industry. Canbiola aims to be the premier provider of the highest quality hemp CBD products on the market through sourcing the very best raw material and developing a variety of products we believe will improve people’s lives in a variety of areas. The Company also operates document management and email marketing platforms. The Company used to operate its document and information platform from its wholly owned subsidiary, Prosperity Systems, Inc; however, after the acquisition of Prosperity, the Company transferred Prosperity’s operations to the Company directly. For the periods presented, the assets, liabilities, revenues, and expenses are those of CANB. Prosperity and Duramed had no activity for the periods presented. Financial information for PHP from December 28, 2018 to December 31, 2018 has been consolidated with the Company’s financials. |
Going Concern Uncertainty
Going Concern Uncertainty | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern Uncertainty | NOTE 2 – Going Concern Uncertainty The consolidated financial statements have been prepared on a “going concern” basis, which contemplates the realization of assets and liquidation of liabilities in a normal course of business. As of December 31, 2018, the Company had cash and cash equivalents of $807,747 and a working capital of $939,582. For the years ended December 31, 2018 and 2017, the Company had net losses of $4,112,277 and $2,139,719, respectively. These factors raise substantial doubt as to the Company’s ability to continue as a going concern. The Company plans to improve its financial condition by raising capital through sales of shares of its common stock. Also, the Company plans to expand its operation of CBD products to increase its profitability. The consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 3 – Summary of Significant Accounting Policies (a) Principles of Consolidation The consolidated financial statements include the accounts of CANB and its wholly owned subsidiaries, Pure Health products (from its acquisition date of December 28, 2018), Duramed, and Prosperity from the date of its acquisition on January 5, 2015. All intercompany balances and transactions have been eliminated in consolidation. (b) Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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 dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. (c) Fair Value of Financial Instruments The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, notes receivable, notes and loans payable, accounts payable, and accrued expenses payable. Except for the noncurrent note receivable, the fair value of these financial instruments approximate their carrying amounts reported in the balance sheets due to the short term maturity of these instruments. Based on comparable instruments with similar terms, the fair value of the noncurrent note receivable approximates its carrying value. Pursuant to ASC 820, Fair Value Measurements and Disclosures, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value: Level 1 - applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 - applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 - applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. (d) Cash and Cash Equivalents The Company considers all liquid investments purchased with a maturity of three months or less to be cash equivalents. (e) Inventory All inventories are finished goods and stated at the lower of cost or net realizable value. Cost is principally determined using the first-in, first-out (FIFO) method. (f) Property and Equipment, Net Property and equipment, net, is stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the respective assets. Maintenance and repairs are charged to operations as incurred. (g) Intangible Assets, Net Intangible assets, net, are stated at cost less accumulated amortization. Amortization is calculated using the straight-line method over the estimated economic lives of the respective assets. (h) Goodwill and Intangible Assets with Indefinite Lives The Company does not amortize goodwill and intangible assets with indefinite useful lives, but instead tests for impairment at least annually. When conducting the annual impairment test for goodwill, the Company compares the estimated fair value of a reporting unit containing goodwill to its carrying value. If the estimated fair value of the reporting unit is determined to be less than its carrying value, goodwill is reduced, and an impairment loss is recorded. (i) Long-lived Assets The Company reviews long-lived assets held and used, intangible assets with finite useful lives and assets held for sale for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If an evaluation of recoverability is required, the estimated undiscounted future cash flows associated with the asset is compared to the asset’s carrying amount to determine if a write-down is required. If the undiscounted cash flows are less than the carrying amount, an impairment loss is recorded to the extent that the carrying amount exceeds the fair value. (j) Revenue Recognition The Company recognizes revenue in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, which requires that five basic steps be followed to recognize revenue: (1) a legally enforceable contract that meets criterial standards as to composition and substance is identified; (2) performance obligations relating to provision of goods or services to the customer are identified; (3) the transaction price, with consideration given to any variable, noncash, or other relevant consideration, is determined; (4) the transaction price is allocated to the performance obligations; and (5) revenue is recognized when control of goods or services is transferred to the customer with consideration given, whether that control happens over time or not. Determination of criteria (3) and (4) are based on our management’s judgments regarding the fixed nature of the selling prices of the products and services delivered and the collectability of those amounts. Private Label Customers, Global CBD, LLC and TZ Wholesale, are wholesale distributors of the Company’s product, under their own wholesale private label brand. The products are made to Company specifications, and shipped directly to the wholesaler. The pricing is predicated upon a volume discount negotiated at the time of the placement of the orders. Product is produced and labeled in the Washington manufacturing facility and shipped directly to the Private Label customer who re-distributes to their retail and other customers. The products are fully paid when shipped. For 2018, Global CBD, LLC revenue of $44,602 represents approximately 9% and TZ Wholesale revenue of $17,172 represents approximately 3.5% of total Company revenues for the year ended December 31, 2018. Revenue from product sales is recognized when an order has been obtained, the price is fixed and determinable, the product is shipped, title has transferred, and collectability is reasonably assured. Additionally, the Company also generates revenue from email marketing and cloud service provided to several existing customers. The service revenue is recognized over agreed periods of services delivered to customers, provided there are no uncertainties regarding customer acceptance, persuasive evidence of an arrangement exists; the sales price is fixed or determinable; and collectability is deemed probable. (k) Cost of Product Sales The cost of product sale is the total cost incurred to obtain a sale and the cost of the goods sold, and the Company’s policy is to recognize it in the same manner as, and in conjunction with, revenue recognition. Cost of product sale primarily consisted of the costs directly attributable to revenue recognized and includes expenses related to the production, packaging and labeling of our CBD products. (l) Stock-Based Compensation Stock-based compensation is accounted for at fair value in accordance with Accounting Standards Codification (“ASC”) Topic 718, “Compensation – Stock Compensation” (“ASC718”) and ASC 505-50, “Equity – Based Payments to Non-Employees.” In addition to requiring supplemental disclosures, ASC 718 addresses the accounting for share-based payment transactions in which a company receives goods or services in exchange for (a) equity instruments of the company or (b) liabilities that are based on the fair value of the company’s equity instruments or that may be settled by the issuance of such equity instruments. ASC 718 focuses primarily on accounting for transactions in which a company obtains employee services in share-based payment transactions. In accordance with ASC 505-50, the Company determines the fair value of the stock based payment as either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. If the fair value of the equity instruments issued is used, it is measured using the stock price and other measurement assumptions as of the earlier of either (1) the date at which a commitment for performance by the counterparty to earn the equity instrument is reached, or (2) the date at which the counterparty’s performance is complete. Options and warrants The fair value of stock options and warrants is estimated on the measurement date using the Black-Scholes model with the following assumptions, which are determined at the beginning of each year and utilized in all calculations for that year: Risk-Free Interest Rate. We utilized the U.S. Treasury yield curve in effect at the time of grant with a term consistent with the expected term of our awards. Expected Volatility. We calculate the expected volatility based on a volatility index of peer companies as we did not have sufficient historical market information to estimate the volatility of our own stock. Dividend Yield. We have not declared a dividend on its common stock since its inception and have no intentions of declaring a dividend in the foreseeable future and therefore used a dividend yield of zero. Expected Term. The expected term of options granted represents the period of time that options are expected to be outstanding. We estimated the expected term of stock options by using the simplified method. For warrants, the expected term represents the actual term of the warrant. Forfeitures. Estimates of option forfeitures are based on our experience. We will adjust our estimate of forfeitures over the requisite service period based on the extent to which actual forfeitures differ, or are expected to differ, from such estimates. Changes in estimated forfeitures will be recognized through a cumulative catch-up adjustment in the period of change and will also impact the amount of compensation expense to be recognized in future periods. (m) Advertising Advertising costs are expensed as incurred and amounted to $84,316 and $28,322 for the year ended December 31, 2018 and 2017, respectively. (n) Research and Development Research and development costs are expensed as incurred. In fiscal year 2017 and 2018, the Company spent $37,000 and $75,000 in research and development which was expenses as spent, respectively. (o) Income Taxes Income taxes are accounted for under the assets and liability method. Current income taxes are provided in accordance with the laws of the respective taxing authorities. Deferred income taxes are provided for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is not more likely than not that some portion or all of the deferred tax assets will be realized. The Company has adopted the provisions required by the Income Taxes topic of the FASB Accounting Standards Codification. The Codification Topic requires the recognition of potential liabilities as a result of management’s acceptance of potentially uncertain positions for income tax treatment on a “more-likely-than-not” probability of an assessment upon examination by a respective taxing authority. The Company believes that it has not taken any uncertain tax positions and thus has not recorded any liability. (p) Net Income (Loss) per Common Share Basic net income (loss) per common share is computed on the basis of the weighted average number of common shares outstanding during the period. Diluted net income (loss) per common share is computed on the basis of the weighted average number of common shares and dilutive securities (such as stock options and convertible securities) outstanding. Dilutive securities having an anti-dilutive effect on diluted net income (loss) per share are excluded from the calculation. For the periods presented, the diluted net loss per share calculation excluded the effect of Series B preferred stocks and stock options outstanding (see Notes 7, 8 and 10). (q) Recent Accounting Pronouncements In May 2014, the FASB issued ASU 2014-09 “Revenue from Contracts with Customers” (Topic 606) which establishes revenue recognition standards. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2017. The impact of ASU 2014-09 on the Company’s financial statements has not been significant. In 2016, the FASB issued ASU 2016-2 (Topic 842) which establishes a new lease accounting model for lessees. Under the new guidance, lessees will be required to recognize right of use assets and liabilities for most leases having terms of 12 months or more. ASU 2016-2 is effective for fiscal years beginning after December 15, 2018. The impact on the Company’s financial statements has not yet been determined. (r) Reclassifications Certain amounts in the prior year consolidated financial statements have been reclassified to conform to the current year presentation. These reclassification adjustments had no effect on the Company’s previously reported net income. |
Acquisition of Pure Health Prod
Acquisition of Pure Health Products, LLC | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Acquisition of Pure Health Products, LLC | NOTE 4 – Acquisition of Pure Health Products, LLC Effective December 28, 2018, CANB acquired 100% ownership of Pure Health Products, LLC (“Pure Health”) in exchange for the cancellation of CANB’s $75,000 note receivable from Pure Health and $10,827 accrued interest thereon and issuance of 3,096,827 newly issued shares of CANB common stock (valued at the $0.0578 closing trading price on December 28, 2018 or $178,997, see Note 11). The acquisition has been accounted for in the accompanying consolidated financial statements as a purchase transaction. Accordingly, the financial position and results of operations of Pure Health prior to the date of the acquisition have been excluded from the accompanying consolidated financial statements. The estimated fair values of the identifiable net assets of Pure Health at December 28, 2018 (effective date of acquisition), after cancellation of the $75,000 note payable to CANB and $10,827 accrued interest thereon, consisted of: Cash and cash equivalents $ 404 Accounts receivable from CANB 16,676 Inventory 79,652 Property and equipment, net 7,559 Security deposit 2,100 Total assets 106,391 Accounts payable, including $34,419 due to CANB 49,825 Total liabilities 49,825 Identifiable net assets $ 56,566 Goodwill of $55,849 (excess of the $112,415 fair value of the 3,096,827 shares of CANB common stock issued to Pure Health’s stockholders over the $56,566 identifiable net assets of Pure Health at December 28, 2018 after reflecting the $85,827 cancellation of the $75,000 note payable and $10,827 accrued interest) was recorded from the acquisition. The following pro forma information summarizes the results of operations for the periods indicated as if the acquisition occurred at December 31, 2016. The pro forma information is not necessarily indicative of the results that would have been reported had the transaction actually occurred on December 31, 2016, nor is it intended to project results of operations for any future period. Year Ended December 31, 2018 2017 Product sales $ 651,978 $ 90,634 Cost of product sales 224,894 62,958 Gross profit on product sales 427,084 27,676 Service revenue 16,625 43,716 Total gross profit 443,709 71,392 Operating expenses 4,674,321 812,365 Loss from operations (4,203,613 ) (740,973 ) Other income (loss) - net (2,671,581 ) (1,428,783 ) Net loss $ (6,875,194 ) $ (2,169,756 ) Net loss per common share- basic and diluted $ (0.02 ) $ (0.01 ) Weighted average common shares outstanding – Basic 276,026,704 165,230,550 Diluted 423,881,781 256,295,851 |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2018 | |
Inventory Disclosure [Abstract] | |
Inventories | NOTE 5 – Inventories Inventories consist of: December 31, 2018 December 31, 2017 Raw materials $ 79,652 $ - Finished goods 7,452 9,834 Total $ 87,104 $ 9,834 |
Notes Receivable
Notes Receivable | 12 Months Ended |
Dec. 31, 2018 | |
Receivables [Abstract] | |
Notes Receivable | NOTE 6 – Notes Receivable Notes receivable consist of: December 31, 2018 December 31, 2017 Secured Promissory note dated October 17, 2017 due from Pure Health Products, LLC (“PHP”), interest at 12% per annum, due October 17, 2018, secured by assets of PHP. Cancelled in acquisition of Pure Health Products, LLC $ - $ 75,000 Note receivable dated November 30, 2015 from Stock Market Manager, Inc, interest at 3% per annum due November 30, 2020 19,389 39,000 Total 19,389 114,000 Current portion of notes receivable - (75,000 ) Noncurrent portion of notes receivable $ 19,389 $ 39,000 Pursuant to an option Agreement dated November 10, 2017, the Company has an option expiring November 10, 2027 to purchase certain specified assets of Pure Health for $75,000, payable via cancellation of Pure Health’s obligations under the Secured Promissory Note or in cash or cash equivalent. Stock Market Manager, Inc is affiliated with Carl Dilley, a Company director. In 2018, the Company received services from Stock Market Manager valued at $19,611 in exchange for the cancellation of $19,611 in note receivables. |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | NOTE 7 – Property and Equipment, Net Property and Equipment, net, consist of: December 31, December 31, 2018 2017 Furniture & Fixtures $ 19,018 $ 19,018 Office Equipment 20,992 12,378 Manufacturing Equipment 46,384 - Total 86,394 31,396 Accumulated amortization (26,775 ) (20,248 ) Net $ 59,619 $ 11,148 |
Intangible Assets, Net
Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, Net | NOTE 8 – Intangible Assets, Net Intangible assets, net, consist of: December 31, December 31, 2018 2017 Video conferencing software acquired by Prosperity in December 2009 $ 30,000 $ 30,000 Enterprise and audit software acquired by Prosperity in April 2008 20,000 20,000 Patent costs incurred by WRAP 6,880 6,880 Other 3,548 3,548 Total 60,428 60,428 Accumulated amortization and Impairment (60,428 ) (60,428 ) Net $ 0 $ 0 The above intangible assets relate to the document management and email marketing divisions. At December 31, 2017, we do not expect any future positive cash flow from these divisions. Accordingly, we have recorded an impairment expense of $21,509 at December 31, 2017 and reduced the net carrying value of these intangible assets to $0. |
Notes and Loans Payable
Notes and Loans Payable | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Notes and Loans Payable | NOTE 9 – Notes and Loans Payable Notes and loans payable consist of: December 31, 2018 December 31, 2017 Convertible notes payable to lender dated from March 15, 2016 (as amended June 2, 2016) to November 15, 2017, interest at rates ranging from 12% to 14.99% per annum, due from April 6, 2017 to May 15, 2018, partially converted at March 22, 2017 and the remaining notes convertible into Common Stock at a Conversion Price equal to the lesser of (i) $0.01 per share or (ii) 50% of the lowest Closing Bid Price of the Common Stock for the 30 Trading Days preceding the Conversion Date – net of unamortized debt discount of $0 and $1,815, respectively-fully converted on August 31, 2018 - 36,685 Convertible notes payable to lender dated February 1, 2016 (as amended December 21, 2016) and December 21, 2016, interest at 12% per annum, due February 1, 2017 and May 20, 2017, convertible into Common Stock at a Conversion Price equal to the lesser of (i) $0.01 per share or (ii) 50% of the lowest Closing Bid Price of the Common Stock for the 30 Trading Days preceding the Conversion Date – net of unamortized debt discount of $0 and $0, respectively. The note date dated February 1, 2016 was fully converted at June 11, 2018 while note dated December 21, 2016 was fully converted at September 7, 2018 - 65,000 Convertible notes payable to Pasquale and Rosemary Ferro dated from May 2, 2017 to August 10, 2018, interest at 12% per annum, due at June 30, 2020 (as amended August 13, 2018), convertible into Common Stock at a Conversion Price equal to the lesser of (i) $0.01 per share or (ii) 50% of the lowest Closing Bid Price of the Common Stock for the 30 Trading Days preceding the Conversion Date – net of unamortized debt discount of $25,009 and $19,613, respectively. The notes were fully converted at August 9, 2018 and December 21, 2018. - 73,887 Convertible note payable to lender dated August 8, 2017 interest at 12% per annum, due August 8, 2018, convertible into Common Stock at a Conversion Price equal to the lesser of (i) $0.01 per share or (ii) 50% of the lowest Closing Bid Price of the Common Stock for the 30 Trading Days preceding the Conversion Date – net of unamortized debt discount of $0 and $15,068, respectively. The notes were fully converted at August 31, 2018. - 9,932 Convertible note payable to lender dated June 6, 2018, interest at 12% per annum, due March 6, 2019, convertible into Common Stock at a Conversion Price equal to the lesser of 55% of the lowest Closing Bid . Price of the Common Stock for the 25 Trading Days preceding the (i) Inception date or (ii) the Conversion Date – net of unamortized debt discount of $57,509 and $0, respectively. The note was fully paid off at October 19, 2018. - - Note payable to brother of Marco Alfonsi, Chief Executive Officer of the Company, interest at 10% per annum, due August 22, 2016 (now past due) 5,000 5,000 Note payable to Carl Dilley, a director of the Company, interest at 12.99% per annum, due February 1, 2021 10,899 - Loan payable to Mckenzie Webster Limited (“MWL”), an entity controlled by the former Chairman of the Board of Directors of the Company, non-interest bearing, due on demand 3,000 3,000 Total $ 18,899 $ 193,504 The derivative liability of the convertible notes payable consists of: December 31, 2018 December 31, 2017 Face Value Derivative Liability Face Value Derivative Liability Convertible notes payable to lender dated from March 15, 2016 (as amended June 2, 2016) to November 15, 2017, due from April 6, 2017 to May 15, 2018. Fully converted on August 31, 2018 $ - $ - 38,500 248,597 Convertible notes payable to lender dated February 1, 2016 (as amended December 21, 2016) and December 21, 2016, due February 1, 2017 and May 20, 2017. The notes were fully converted at June 11, 2018 and September 7, 2018 - - 65,000 418,889 Convertible notes payable to Pasquale and Rosemary Ferro dated from May 25, 2017 to January 8, 2018, due at June 30, 2020 (as amended August 13, 2018), - - 93,500 611,886 Convertible notes payable to lender dated June 6, 2018, due March 6, 2019. Fully paid off at October 19, 2018. - - - - Convertible notes payable to lender dated August 8, 2017, due August 8, 2018. Fully converted at August 31, 2018 - - 25,000 171,765 Totals $ - $ - $ 222,000 $ 1,451,137 The above convertible notes outstanding at December 31, 2017 contained a variable conversion feature based on the future trading price of the Company common stock. Therefore, the number of shares of common stock issuable upon conversion of the notes was indeterminate. Accordingly, we recorded the fair value of the embedded conversion features as a derivative liability at the respective issuance dates (or amendment dates) of the notes ($445,112 total for the year ended December 31, 2017) and charged the applicable amounts to debt discounts of ($182,750 total for the year ended December 31, 2017) and the remainder to other expense ($262,362 total for the year ended December 31, 2017). The increase (decrease) in the fair value of the derivative liability from the respective issuance dates (or amendment dates) of the notes to the measurement date ($926,819 total increase for the year ended December 31, 2017) are charged (credited) to other expense (income). The fair value of the derivative liability of the notes is measured at the respective issuance dates and quarterly thereafter using the Black Scholes option pricing model. Assumptions used for the calculations of the derivative liability of the notes at December 31, 2017 include (1) stock price of $0.0335 per share, (2) exercise price of $0.0045 per share, (3) terms ranging from 0 days to 220 days, (4) expected volatility of 287% and (5) risk free interest rates ranging from 0.00% to 1.58%. In 2018, all convertible notes containing embedded conversion features were satisfied and the Company recognized income from derivative liability of $1,591,137. |
Preferred Stock
Preferred Stock | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Preferred Stock | NOTE 10 – Preferred Stock Each share of Series A Preferred Stock is convertible into 10,000,000 shares of CANB common stock and is entitled to 20,000,000 votes. Each share of Series B Preferred Stock has the first preference to dividends, distributions and payments upon liquidation, dissolution and winding-up of the Company, and is entitled to an accrued cumulative but not compounding dividend at the rate of 5% per annum whether or not declared. After six months of the issuance date, such share and any accrued but unpaid dividends can be converted into common stock at the conversion price which is the lower of (i) $0.0101; or (ii) the lower of the dollar volume weighted average price of CANB common stock on the trading day prior to the conversion day or the dollar volume weighted average price of CANB common stock on the conversion day. The shares of Series B Preferred Stock have no voting rights. The Company issued a total of 10 shares of CANB Series A Preferred Stock (5 shares to Mckenzie Webster Limited and 5 shares to Marco Alfonsi) in exchange for the retirement of a total of 100,000,000 shares of CANB common stock (50,000,000 shares from Mckenzie Webster Limited and 50,000,000 shares from Marco Alfonsi). On October 4, 2017, the Company issued 3 shares of CANB Series A Preferred Stock to Alfonsi: 2 shares were the consideration for Alfonsi’s cancellation of accrued salaries payable of $127,803 owed to Alfonsi and 1 share (valued at $63,902) was issued pursuant to the new employment agreement with Alfonsi. On November 30, 2017, MWL converted its 5 shares of CANB Series A Preferred Stock to 50,000,000 shares of CANB common stock. On December 5, 2017, the Company issued 157,985 shares of CANB Series B Preferred Stock to RedDiamond Partners LLC (“RedDiamond”) pursuant to a Securities Purchase Agreement (the “SPA”) dated October 13, 2017, in exchange for proceeds of $150,000, or $0.95 per CANB Series B Preferred share. On January 22, 2018, the Company issued 87,368 shares of CANB Series B Preferred Stock to RedDiamond Partners LLC (“RedDiamond”) pursuant to an amended Securities Purchase Agreement dated January 9, 2018, in exchange for proceeds of $83,000, or $0.95 per CANB Series B Preferred share. On February 12, 2018, the Company issued 1 share of CANB Series A Preferred Stock to David Posel pursuant to a service agreement. The fair value of the issuance is $257,370 and will be amortized over the vesting period of four years. On February 16, 2018, the Company issued 3 shares of CANB Series A Preferred Stock to Andrew Holtmeyer pursuant to a service agreement. The fair value of the issuance is $703,800 and will be amortized over the vesting period of one year. On February 16, 2018, the Company issued 87,368 shares of CANB Series B Preferred Stock to RedDiamond Partners LLC (“RedDiamond”) pursuant to an amended Securities Purchase Agreement dated January 9, 2018, in exchange for proceeds of $83,000, or $0.95 per CANB Series B Preferred share. On March 20, 2018, the Company issued 87,368 shares of CANB Series B Preferred Stock to RedDiamond Partners LLC (“RedDiamond”) pursuant to an amended Securities Purchase Agreement dated January 9, 2018, in exchange for proceeds of $83,000, or $0.95 per CANB Series B Preferred share. On April 13, 2018, April 25, 2018, May 3, 2018, June 19, 2018 and June 25, 2018, RedDiamond Partners converted its 10,000 shares, 10,000 shares, 10,000 shares, 15,000 shares and 10,000 shares of CANB Series B Preferred Stock to 1,287,129 shares, 1,287,129 shares, 1,287,129 shares, 3,545,455 shares, and 2,363,636 shares of CANB common stock, respectively. On May 14, 2018, the Company issued 1 share of CANB Series A Preferred Stock to a consultant pursuant to a Consulting Agreement dated May 11, 2018. The $105,000 fair value of the issuance was partially charged to consulting fees in the three months ended September 30, 2018. From July 24, 2018 to September 26, 2018, RedDiamond Partners converted aggregately 263,263 shares of CANB Series B Preferred Stock to 53,839,743 shares of CANB common stock. On August 28, 2018, September 14, 2018 and September 19, 2018, the Company issued 36,842 shares, 105,263 shares, and 105,263 shares of CANB Series B Preferred Stock, respectively, to RedDiamond Partners LLC (“RedDiamond”) pursuant to an amended Securities Purchase Agreement dated January 9, 2018, in exchange for proceeds of $35,000, $100,000 and $100,000, respectively, or $0.95 per CANB Series B Preferred share. From October 2, 2018 to November 7, 2018, RedDiamond Partners converted aggregately 101,736 shares of CANB Series B Preferred Stock to 13,094,733 shares of CANB common stock. On October 23, 2018 and November 14, 2018, the Company issued 200,000 shares and 52,500 shares of CANB Series B Preferred Stock, respectively, to RedDiamond Partners LLC (“RedDiamond”) in exchange for proceeds of $190,000 and $49,875, respectively, or $0.95 per CANB Series B Preferred share. On December 28,2018, Marco Alfonsi converted 3 shares of CANB Series A Preferred Stock to 30,000,000 shares of CANB common stock. On December 29, the Company issued 8 shares of CANB Series A Preferred Stock to three officers of the company (1 share to Stanley L. Teeple, 5 shares to Pasquale Ferro and 2 shares to Andrew Holtmeyer), pursuant to the employment agreements with them. The fair value of the issuance totaled at $3,375,520 and will be amortized over the vesting period of four years. |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Common Stock | NOTE 11 – Common Stock On February 2, 2017, the Company issued 200,000 shares of CANB common stock to a financial consultant for services rendered. The $11,000 fair value of the 200,000 shares of CANB common stock was charged to consulting fees in the three months ended March 31, 2017. On February 13, 2017, the Company issued 1,685,900 shares of CANB common stock to the brother of the Chief Executive Officer of the Company in satisfaction of notes payable of $15,000 and accrued interest payable of $1,859. On March 22, 2017, the Company issued 6,785,316 shares of CANB common stock to a lender in satisfaction of notes payable of $50,000 and accrued interest payable of $5,979. On April 17, 2017, the Company issued 5,000,000 shares of CANB common stock to a consultant for services rendered. The $125,000 fair value of the 5,000,000 shares of CANB common stock was charged to consulting fees in the three months ended June 30, 2017. On June 21, 2017, the Company issued 250,000 shares of CANB common stock to a consultant for services rendered. The $5,975 fair value of the 250,000 shares of CANB common stock was charged to consulting fees in the three months ended June 30, 2017. On June 28, 2017, the Company issued 250,000 shares of CANB common stock to a consultant for services rendered. The $5,000 fair value of the 250,000 shares of CANB common stock was charged to consulting fees in the three months ended June 30, 2017. On August 25, 2017, the Company issued 7,142,857 shares of CANB common stock to a lender in satisfaction of notes payable of $50,000 and accrued interest payable of $3,331. On August 25, 2017, the Company issued 250,000 shares of CANB common stock to a consultant for services rendered. The $3,750 fair value of the 250,000 shares of CANB common stock was partially charged to consulting fees in the three months ended September 30, 2017. On September 5, 2017, the Company issued 250,000 shares of CANB common stock to a consultant for services rendered. The $4,375 fair value of the 250,000 shares of CANB common stock was partially charged to consulting fees in the three months ended September 30, 2017. On September 7, 2017, the Company issued 2,500,000 shares of CANB common stock to a consultant for services rendered. The $32,750 fair value of the 2,500,000 shares of CANB common stock was charged to consulting fees in the three months ended September 30, 2017. On July 12, 2018, the consultant agreed to return the 2,500,000 shares to the Company due to the lack of service after an arbitration was filed on May 11,2018. On September 11, 2017, the Company issued 250,000 and 250,000 shares of CANB common stock to two consultants for services rendered, respectively. The $3,350 fair value of each 250,000 shares of CANB common stock was partially charged to consulting fees in the three months ended September 30, 2017. On September 25, 2017, the Company issued 2,500,000 shares of CANB common stock to a consultant for services rendered. The $2,525 fair value of the 2,500,000 shares of CANB common stock was partially charged to consulting fees in the three months ended September 30, 2017. On November 2, 2017, the Company issued 250,000 shares of CANB common stock to a consultant for services rendered. The $1,725 fair value of the 250,000 shares of CANB common stock was charged to consulting fees in the three months ended December 31, 2017. On November 9, 2017, the Company issued 2,500,000 shares of CANB common stock to a consultant for services rendered. The $21,250 fair value of the 2,500,000 shares of CANB common stock was partially charged to consulting fees in the three months ended December 31, 2017. On November 30, 2017, the Company issued 50,000,000 shares of CANB common stock to Mckenzie Webster Limited in exchange for the retirement of 5 shares of CANB Series A Preferred Stock. On December 5, 2017, the Company issued 250,000 and 250,000 shares of CANB common stock to two consultants for services rendered, respectively. The $3,000 fair value of each 250,000 shares of CANB common stock was partially charged to consulting fees in the three months ended December 31, 2017. On December 7, 2017, the Company issued 250,000 shares of CANB common stock to a consultant for services rendered. The $4,500 fair value of the 250,000 shares of CANB common stock was partially charged to consulting fees in the three months ended December 31, 2017. On December 18, 2017, the Company issued 500,000 shares of CANB common stock to a consultant for services rendered. The $9,050 fair value of the 500,000 shares of CANB common stock was partially charged to consulting fees in the three months ended December 31, 2017. On December 25, 2017, the Company issued 250,000 and 250,000 shares of CANB common stock to two consultants for services rendered, respectively. The $7,250 fair value of each 250,000 shares of CANB common stock was partially charged to consulting fees in the three months ended December 31, 2017. On February 7, 2018, the Company issued 250,000 shares of CANB common stock to a consultant for services rendered. The $9,825 fair value of the 250,000 shares of CANB common stock was partially charged to consulting fees in the three months ended March 31, 2018. On February 9, 2018, the Company issued 3,000,000 and 3,000,000 shares of CANB common stock to its two directors for services rendered, respectively. The $101,400 fair value of each 3,000,000 shares of CANB common stock was charged to directors fees in the three months ended March 31, 2018. The shares issued to one of the directors were converted to options at June 11, 2018 (see Note 10). On February 13, 2018, the Company issued 150,000 shares of CANB common stock to a consultant for services rendered. The $5,085 fair value of the 150,000 shares of CANB common stock was partially charged to consulting fees in the three months ended March 31, 2018. On February 14, 2018, the Company issued 250,000 shares of CANB common stock to a consultant for services rendered. The $8,500 fair value of the 250,000 shares of CANB common stock was partially charged to consulting fees in the three months ended March 31, 2018. On February 19, 2018, the Company issued 150,000 shares of CANB common stock to a consultant for services rendered. The $5,280 fair value of the 150,000 shares of CANB common stock was partially charged to consulting fees in the three months ended March 31, 2018. On February 26, 2018, the Company issued 250,000 shares of CANB common stock to a consultant for services rendered. The $11,375 fair value of the 250,000 shares of CANB common stock was partially charged to consulting fees in the three months ended March 31, 2018. On March 1, 2018, the Company issued 250,000 shares of CANB common stock to a consultant for services rendered. The $10,900 fair value of the 250,000 shares of CANB common stock was charged to consulting fees in the three months ended March 31, 2018. On March 20, 2018, the Company issued 250,000 shares of CANB common stock to a consultant for services rendered. The $6,500 fair value of the 250,000 shares of CANB common stock was charged to consulting fees in the three months ended March 31, 2018. On April 13, 2018, April 25, 2018, May 3, 2018, June 19, 2018 and June 25, 2018, the Company issued 1,287,129 shares, 1,287,129 shares, 1,287,129 shares, 3,545,455 shares, and 2,363,636 shares of CANB common stock to RedDiamond in exchange for the retirement of 10,000 shares, 10,000 shares, 10,000 shares, 15,000 shares and 10,000 shares of CANB Series B Preferred Stock, respectively. On May 9, 2018, the Company issued 125,000 shares of CANB common stock to a consultant for services rendered. The $1,812 fair value of the 125,000 shares of CANB common stock was partially charged to consulting fees in the three months ended June 30, 2018. On May 29, 2018, the Company issued 250,000 shares of CANB common stock to a consultant for services rendered. The $5,000 fair value of the 250,000 shares of CANB common stock was partially charged to consulting fees in the three months ended June 30, 2018. On May 31, 2018, the Company issued 250,000 shares of CANB common stock to a consultant for services rendered. The $4,600 fair value of the 250,000 shares of CANB common stock was charged to consulting fees in the three months ended June 30, 2018. On June 4, 2018, the Company issued 250,000 shares of CANB common stock to a consultant for services rendered. The $5,750 fair value of the 250,000 shares of CANB common stock was partially charged to consulting fees in the three months ended June 30, 2018. On June 11, 2018, the Company agreed to issue 2,749,429 shares of CANB common stock to a lender in satisfaction of notes payable of $15,000 and accrued interest payable of $4,246. The shares was issued at August 24, 2018. On June 18, 2018, the Company issued 250,000 shares of CANB common stock to a consultant for services rendered. The $6,250 fair value of the 250,000 shares of CANB common stock was partially charged to consulting fees in the three months ended June 30, 2018. On June 22, 2018, the Company issued 250,000 shares of CANB common stock to a consultant for services rendered. The $8,250 fair value of the 250,000 shares of CANB common stock was charged to consulting fees in the three months ended June 30, 2018. From July 24, 2018 to September 26, 2018, the Company issued aggregately 53,839,743 shares of CANB common stock to RedDiamond in exchange for the retirement of 263,263 shares of CANB Series B Preferred Stock. On July 31, 2018, the Company issued 250,000 shares of CANB common stock to a consultant for services rendered. The $3,225 fair value of the 250,000 shares of CANB common stock was charged to consulting fees in the three months ended September 30, 2018. On August 9, 2018, Company received a conversion notice from a lender. As a result, 9,544,292 shares of CANB common stock was issued to the lender in satisfaction of notes payable of $50,000 and accrued interest payable of $7,266 at August 21, 2018. On August 28, 2018, the Company issued 2,000,000 shares of CANB common stock to a consultant for services rendered. The $159,600 fair value of the 2,000,000 shares of CANB common stock was partially charged to consulting fees in the three months ended September 30, 2018. On September 6, 2018, the Company issued 300,000 shares of CANB common stock to a consultant for services rendered. The $16,500 fair value of the 300,000 shares of CANB common stock was partially charged to consulting fees in the three months ended September 30, 2018. On September 6, 2018, the Company issued 500,000 shares of CANB common stock to a consultant for services rendered. The $27,500 fair value of the 500,000 shares of CANB common stock was charged to consulting fees in the three months ended September 30, 2018. On September 6, 2018, the Company issued 8,430,331 shares of CANB common stock to a lender in satisfaction of notes payable of $38,500 and accrued interest payable of $7,867. On September 7, 2018, the Company issued 5,121,694 shares of CANB common stock to a lender in satisfaction of notes payable of $25,000 and accrued interest payable of $3,169. On September 7, 2018, the Company issued 10,045,667 shares of CANB common stock to a lender in satisfaction of notes payable of $50,000 and accrued interest payable of $10,274. On September 8, 2018, the Company issued 250,000 shares of CANB common stock to a consultant for services rendered. The $11,500 fair value of the 250,000 shares of CANB common stock was partially charged to consulting fees in the three months ended September 30, 2018. On September 10, 2018, the Company issued 500,000 shares of CANB common stock to a consultant for services rendered. The $19,950 fair value of the 500,000 shares of CANB common stock was partially charged to consulting fees in the three months ended September 30, 2018. On September 17, 2018, the Company issued 250,000 shares of CANB common stock to a consultant for services rendered. The $10,750 fair value of the 250,000 shares of CANB common stock was partially charged to consulting fees in the three months ended September 30, 2018. On September 18, 2018, the Company issued 250,000 shares of CANB common stock to a consultant for services rendered. The $13,725 fair value of the 250,000 shares of CANB common stock was partially charged to consulting fees in the three months ended September 30, 2018. On September 20, 2018, the Company issued 7,407,407 shares of CANB common stock to an investor pursuant to a Stock Purchase Agreement dated September 17, 2018, in exchange for proceeds of $200,000, or $0.027 per CANB common share. On September 21, 2018, the Company issued 250,000 shares of CANB common stock to a consultant for services rendered. The $14,500 fair value of the 250,000 shares of CANB common stock was partially charged to consulting fees in the three months ended September 30, 2018. On September 25, 2018, the Company issued 2,000,000 shares of CANB common stock to a consultant for services rendered. The $97,400 fair value of the 2,000,000 shares of CANB common stock was partially charged to consulting fees in the three months ended September 30, 2018. From October 2, 2018 to November 7, 2018, the Company issued aggregately 13,094,733 shares of CANB common stock to RedDiamond in exchange for the retirement of 101,736 shares of CANB Series B Preferred Stock. From November 5, 2018 to December 28, 2018, the Company issued aggregately 2,125,000 shares of CANB common stock to multiple consultants for services rendered. The $80,665 fair value of the 2,125,000 shares of CANB common stock was partially charged to consulting fees in the three months ended December 30, 2018. From December 3, 2018 to December 28, 2018, the Company issued aggregately 1,500,000 shares of CANB common stock to three board members for services rendered. The $62,342 fair value of the 1,500,000 shares of CANB common stock was charged to director fees in the three months ended December 30, 2018. From December 3, 2018 to December 28, 2018, the Company issued aggregately 22,413,794 shares of CANB common stock to multiple investors pursuant to relative Stock Purchase Agreements dated on various dates, in exchange for total proceeds of $650,000. On December 11, 2018, the Company issued 891,089 shares of CANB common stock to RedDiamond in satisfaction of dividend payable of $9.000. On December 19, 2018, the Company issued 891,089 shares of CANB common stock to Auctus, LLC pursuant to a cashless exercise of stock options. On December 21, 2018, Company received a conversion notice from a lender. As a result, 9,372,100 shares of CANB common stock was issued to the lender in satisfaction of notes payable of $83,500 and accrued interest payable of $10,221. On December 21, 2018, Company issued aggregately 4,370,629 shares of CANB common stock to four officers of the Company in satisfaction of accrued compensation of $192,300. On December 28, 2018, the Company issued 3,096,827 shares of CANB common stock for the acquisition of Pure Health Products, LLC. On December 28, 2018, the Company issued 245,789 shares of CANB common stock to an officer of the Company pursuant to the Employment Agreement dated December 29, 2018 with Andrew Holtmeyer. The $10,371 fair value of the issuance was charged to stock-based compensation in the three months ended December 31, 2018. On December 29, the Company issued 30,000,000 shares of CANB common stock to Marco Alfonsi in exchange for the return of 3 shares of CANB Series A Preferred Stock owned by Marco Alfonsi. |
Stock Options and Warrants
Stock Options and Warrants | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Options and Warrants | NOTE 12 – Stock Options and Warrants A summary of stock options and warrants activity follows: Shares of Common Stock Exercisable Into Stock Options Warrants Total Balance, December 31, 2016 50,000 247,500 297,500 Granted in 2017 - - - Expired in 2017 - - - Balance, December 31, 2017 50,000 247,500 297,500 Granted in 2018 6,000,000 2,850,000 8,850,000 Cancelled in 2018 - - - Exercised in 2018 - (850,000 ) (850,000 ) Balance, December 31, 2018 6,050,000 2,247,500 8,297,500 Issued and outstanding stock options as of December 31, 2018 consist of: Year Number Outstanding And Exercise Year of Granted Exercisable Price Expiration 2009 50,000 $ 1.000 2019 2018 6,000,000 $ 0.001 2023 Total 6,050,000 On June 11, 2018, the Company granted 3,000,000 options of CANB common stock to Carl Dilley, a director of the Company, in exchange for the retirement of a total of 3,000,000 shares of CANB common stock from Carl Dilley. The options are exercisable for the purchase of one share of the Registrant’s Common Stock at an exercise price of $0.001 per share. The Options are fully vested and are exercisable as of the Grant Date and all shall expire June 11, 2023. The value of the Stock Options ($84,000) were calculated using the Black Scholes option pricing model and the following assumptions: (i) $0.028 share price, (ii) 5 years term, (iii) 262.00% expected volatility, (iv) 2.80% risk free interest rate and the difference between this value and the fair value of retired shares was expensed in the quarterly period ended June 30, 2018. On October 21, 2018, the Company granted 3,000,000 options of CANB common stock to Stanley L. Teeple, an officer and Director of the Company. The options are exercisable for the purchase of one share of the Registrant’s Common Stock at an exercise price of $0.001 per share. The Options are fully vested and are exercisable as of the Grant Date and all shall expire October 1, 2023. The values of the Stock Options ($118,200) were calculated using the Black Scholes option pricing model and the following assumptions: (i) $0.0395 share price, (ii) 5 years term, (iii) 221.96% expected volatility, (iv) 3.05% risk free interest rate and the fair value of options was expensed in the quarterly period ended December 31, 2018 Issued and outstanding warrants as of December 31, 2018 consist of: Year Number Outstanding And Exercise Year of Granted Exercisable Price Expiration 2010 247,500 $ 1.00 2020 2018 2,000,000 $ 0.04345 (a) 2023 Total 2,247,500 (a) 110% of the closing price of the Company’s common stock on the date that the Holder funds the full purchase price of the Note. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 13 – Income Taxes No provisions for income taxes were recorded for the periods presented since the Company incurred net losses in those periods. The provisions for (benefits from) income taxes differ from the amounts determined by applying the U.S. Federal income tax rate of 21% and 35% to pretax income (loss) as follows: Year Ended December 31, 2018 2017 Expected income tax (benefit) at 21% and 35% $ (663,578 ) $ (748,902 ) Loss on forgiveness of receivable from Pure Health products 18,024 Loss on stock issuance 36,344 67,043 Loss on debt conversion 272,867 11,334 Non-deductible stock-based compensation 583,653 81,057 Non-deductible amortization of debt discounts 37,064 87,566 Non-deductible impairment of intangible assets - 7,527 Non-deductible expense from derivative liability (334,139 ) 320,495 Increase in deferred income tax assets valuation allowance 250,235 173,879 Provision for (benefit from) income taxes $ - $ - Deferred income tax assets consist of: December 31, December 31, 2018 2017 Net operating loss carryforward 1,644,593 1,394,358 Valuation allowance (1,644,593 ) (1,394,358 ) Net $ - $ - Based on management’s present assessment, the Company has not yet determined it to be more likely than not that a deferred income tax asset of $1,644,593 attributable to the future utilization of the $4,786,934 net operating loss carryforward as of December 31, 2018 will be realized. Accordingly, the Company has maintained a 100% allowance against the deferred income tax asset in the financial statements at December 31, 2018. The Company will continue to review this valuation allowance and make adjustments as appropriate. The net operating loss carryforward expires in years 2025, 2026, 2027, 2028, 2029, 2030, 2031, 2032, 2033, 2034, 2035, 2036, 2037 and 2038 in the amount of $1,369, $518,390, $594,905, $686,775, $159,141, $151,874, $135,096, $166,911, $311,890, $25,511, $338,345, $386,297, $496,798 and $713,162, respectively. Current tax laws limit the amount of loss available to be offset against future taxable income when a substantial change in ownership occurs. Therefore, the amount available to offset future taxable income may be limited. The Company’s U.S. Federal and state income tax returns prior to 2014 are closed and management continually evaluates expiring statutes of limitations, audits, proposed settlements, changes in tax law and new authoritative rulings. The statute of limitations on the 2014 tax year returns expired in September 2018. The Company recognizes interest and penalties associated with uncertain tax positions as part of the income tax provision and would include accrued interest and penalties with the related tax liability in the consolidated balance sheets. There were no interest or penalties paid during 2018 and 2017. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 14 – Commitments and Contingencies Employment Agreements On October 3, 2017, the Company executed an Executive Employment Agreement with Marco Alfonsi (“Alfonsi”) for Alfonsi to serve as the Company’s chief executive officer and interim chief financial officer and secretary for cash compensation of $10,000 per month. Pursuant to the agreement, the Company issued a share of CANB Series A Preferred Stock to Alfonsi on October 4, 2017 (see Note 8). Alfonsi may terminate his employment upon 30 days written notice to the Company. The Company may terminate Alfonsi’s employment upon written notice to Alfonsi by a vote of the Board of Directors. At November 12, 2018, this Agreement was terminated due to the execution of a new Employment Agreement with Marco Alfonsi for Alfonsi to serve as the Company’s chief executive officer for cash compensation of $15,000 per month. Pursuant to the agreement, three of the eight previously issued shares of CANB Series A Preferred Stock will be returned to the Company and converted into 30,000,000 common shares. On December Alfonsi may terminate his employment upon 30 days written notice to the Company. The Agreement has an initial term of four years and can be terminated upon the resignation or death of Mr. Alfonsi, and also can be terminated by the Company due to the failure or neglect of Mr. Alfonsi to perform his duties, or due to the misconduct of Mr. Alfonsi in connection with the performance. On February 12, 2018, the Company executed an Executive Service Agreement (“Agreement”) with David Posel. The Agreement provides that Mr. Posel services as the Company’s Chief Operating Officer for a term of 4 years. The Agreement also provides for compensation to Mr. Posel of $5,000 cash per month and the issuance of 1 share of Series A Preferred Stock at the inception of the Agreement. The Agreement can be terminated upon the resignation or death of Mr. Posel, and also can be terminated by the Company due to the failure or neglect of Mr. Posel to perform his duties, or due to the misconduct of Mr. Posel in connection with the performance. On February 12, 2018, 1 share of CANB Series A Preferred Stock were issued to Mr. Posel (see Note 8). On February 16, 2018, the Company executed an Executive Service Agreement (“Agreement”) with Andrew W Holtmeyer. The Agreement provides that Mr. Holtmeyer services as the Company’s Executive Vice President Business for a term of 3 years. The Agreement also provides for compensation to Mr. Holtmeyer of $10,000 cash per month and the issuance of 3, 2 and 1 share of Series A Preferred Stock at the beginning of each year. The Agreement can be terminated upon the resignation or death of Mr. Holtmeyer, and also can be terminated by the Company due to the failure or neglect of Mr. Holtmeyer to perform his duties, or due to the misconduct of Mr. Holtmeyer in connection with the performance. At December 29, 2018, this Agreement was terminated due to the execution of a new Employment Agreement with Andrew W Holtmeyer. The Agreement provides that Mr. Holtmeyer services as the Company’s Executive Vice President Business for a term of 4 years. The Agreement also provides for compensation to Mr. Holtmeyer of $15,000 cash per month and the issuance of 245,789 shares of common stock upon signing of the agreement. On October 15, 2018, the Company executed an Employment Agreement (“Agreement”) with Stanley L. Teeple. The Agreement provides that Mr. Teeple services as the Company’s Chief Financial Officer and Secretary for a term of 4 years. The Agreement also provides for compensation to Mr. Teeple of $15,000 cash per month and the issuance of 1 share of Series A Preferred Stock upon execution of the Agreement. The Agreement can be terminated upon the resignation or death of Mr. Teeple, and also can be terminated by the Company due to the failure or neglect of Mr. Teeple to perform his duties, or due to the misconduct of Mr. Teeple in connection with the performance. On December 28, 2018, the Company executed an Employment Agreement (“Agreement”) with Pasquale Ferro for Mr. Ferro to serve as Pure Health Products’ president for cash compensation of $15,000 per month and the total issuance of 5 share of Series A Preferred Stock proportionately vesting at the beginning of each year for a term of 4 years. Mr. Ferro may terminate his employment upon 30 days written notice to the Company. The Agreement has an initial term of four years and can be terminated upon the resignation or death of Mr. Ferro, and also can be terminated by the Company due to the failure or neglect of Mr. Ferro to perform his duties, or due to the misconduct of Mr. Ferro in connection with the performance. Consulting Agreements On July 29, 2017, the Company executed a Consulting Agreement with Andrew W Holtmeyer for Mr. Holtmeyer to serve as the Company’s consultant for monthly cash payment of $5,000 through July 29, 2018. Effective February 16, 2018, the Company terminated the agreement due to the replacement of an Executive Service Agreement. On September 6, 2017, the Company executed a Consulting Agreement with T8 Partners LLC (“T8”) for T8 to serve as the Company’s consultant for stock compensation of a total of 10,000,000 restricted shares. Pursuant to the agreement, the Company issued 2,500,000 restricted shares of CANB common stock to T8 on September 7, 2017. Effective October 27, 2017, the Company terminated the agreement due to non-performance by T8. On July 12, 2018, the Company received a response from T8 Partners LLC (“T8”) confirming that the 2,500,000 shares requested to be returned by the Company in an arbitration filed on May 11, 2018 will be returned to the Company. The Company is awaiting the result of that arbitration. On November 9, 2017, the Company executed a Consulting Agreement with Healthcare Advisory Group Company (“Healthcare”) for Healthcare to serve as the Company’s consultant for stock compensation of a total of 5,000,000 restricted shares. Pursuant to the agreement, the Company issued 2,500,000 restricted shares of CANB common stock to Healthcare on November 9, 2017. Effective March 6, 2018, the Company terminated the agreement due to non-performance by Healthcare. Lease Agreements On December 1, 2014, Prosperity entered into a lease agreement with KLAM, Inc. for office space in Hicksville, New York for an initial term of one year commencing December 1, 2014. The lease provides for monthly rentals of $2,500 and provides Prosperity an option to renew the lease after the initial term. The Company has continued to occupy this space after November 30, 2015 under a month to month arrangement at $2,500 per month. KLAM, Inc. is controlled by the wife of the Company’s chief executive officer Marco Alfonsi. On September 11, 2015, the Company executed a lease agreement with an unrelated third party for office space in Hicksville, New York for a term of 37 months. The lease provides for monthly rentals of $2,922 for lease year 1, $3,009 for lease year 2, and $3,100 for lease year 3. The lease also provides for additional rent based on increases in base year operating expenses and real estate taxes. On August 6, 2018, the Company renewed the lease agreement for a term of 36 months starting November 1, 2018. The lease provides for monthly rentals of $3,193 for lease year 1, $3,289 for lease year 2, and $3,388 for lease year 3. Rent expense for the year ended December 31, 2018 and 2017 was $67,165 and $65,060, respectively. At December 31, 2018, the future minimum lease payments under non-cancellable operating leases were: Year ended December 31, 2019 38,508 Year ended December 31, 2020 39,666 Year ended December 31, 2021 33,880 Total $ 112,054 Major Customers For the year ended December 31, 2018, one customer accounted for approximately 16% of total revenues. For the year ended December 31, 2017, three customers accounted for approximately 45%, 29% and 14%, respectively, of total service revenues. Public Offering of Units On August 2, 2016, the Company’s Registration Statement on Form S-1 was declared effective by the Securities and Exchange Commission. On a self-underwritten basis, the Company was offering up to 40,000,000 Units at a price of $0.05 per Unit or $2,000,000 maximum. Each Unit consisted of one share of Company common stock and one warrant to purchase ½ share of Company common stock at a price of $0.10 per share for a period of three years. There was no minimum offering amount or escrow required as a condition to closing. The offering terminated May 17, 2017. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 15 – Related Party Transactions ProAdvanced Group, Inc. (“PAG”), an entity controlled by the Company’s chief executive officer, is a customer of CANB. At December 31, 2018, CANB had an account receivable from PAG of $7,240. For the year ended December 31, 2018, CANB had revenues from PAG of $5,000. Island Stock Transfer (“IST”), an entity controlled by Carl Dilley, a former Company director, is both a customer and vendor of CANB. At December 31, 2018, CANB had an account receivable from IST of $7,035 and an account payable to IST of $1,454. For the year ended December 31, 2018, CANB had revenues from IST of $4,000. Stock Market Manager, Inc. is also an entity controlled by Mr. Dilley. For the year ended December 31, 2018, CANB had an account payable to Stock Market Manager Inc. of $1,676. In order to facilitate its operations, the Company has entered into a Production Agreement with Pure Health Products, LLC (“PHP”), a New York limited liability company. Pursuant to the Production Agreement, PHP will manufacture, package, and sell the Company’s CBD infused products on an exclusive basis. PHP will not produce or manufacture any product containing any cannabis or hemp derivative for any person or entity other than the Company, and the Company controls the ingredients, recipe, manufacturing processes and procedures and quality and taste parameters for all Products produced at the PHP facility. PHP may also white label / rebrand or relabel the products on the Company’s behalf pursuant to “white label agreements” entered into between the Company and third-party customers. Credit card sales are processed through PHP as well. Through its contractual relationship with PHP, the Company is able to control the manufacturing process of its products while reducing its production costs. In addition, the Company has the option to acquire certain assets of PHP should it elect to take over direct manufacture of its Products. For the year ended December 31, 2018, purchase of CBD infused products from PHP totaled $274,556.50. Effective December 28, 2018, the Company acquired Pure Health Products, LLC. During the year ended December 31, 2018, we had products and service sales to related parties totaling $5,000. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 16 – Subsequent Events On January 28, 2019, the Company issued 10,000,000 shares of CANB common stock to a consultant of the Company in exchange for the retirement of 1 share of CANB Series A Preferred Stock. From February 21, 2019 to March 12, 2019, the Company issued aggregately 20,221,436 shares of CANB common stock to RedDiamond in exchange for the retirement of 157,105 shares of CANB Series B Preferred Stock. From January 4, 2019 to March 27, 2019, the Company issued aggregately 41,431,994 shares of CANB common stock to multiple investors pursuant to relative Stock Purchase Agreements dated on various dates, in exchange for total proceeds of $1,196,100. On January 14, 2019, the Company and PHP (collectively, the “buyer”) entered into a License and Acquisition Agreement (the “LAA”) with Hudilab, Inc. (“HUDI”). Pursuant to the LAA, HUDI will sell the technology owned by it to the buyer in exchange for 7,500,000 shares of CANB common stock. On January 14, 2019, the shares were issued to the owner of HUDI. From January 18, 2019 to March 17, 2019, the Company issued aggregately 24,600,000 shares of CANB common stock to multiple consultants for services rendered. From January 19, 2019 to March 27, 2019, the Company issued aggregately 1,167,959 shares of CANB common stock to employee and officers of the Company pursuant to employee agreement and in satisfaction of accrued compensation for the quarter ended March 31, 2019. On January 31, 2019, PHP entered into an Asset Purchase Agreement (the “Agreement”) with Seven Chakras, LLC (“Seven Chakras”). Pursuant to the Agreement, PHP purchased the rights and title to (i) Seven Chakras’ proprietary formulas, methods, trade secrets, and know-how related to the production of Seven Chakras’ products containing cannabidiol (“CBD”), (ii) Seven Chakras’ tradename, domain name, and social media sites, and (iii) other assets of Seven Chakras including but not limited to raw materials, equipment, packaging and labeling materials, mailing lists, and marketing materials (collectively, the “Assets”). On February 20, 2019, the Company issued 1,000,000 shares of CANB common stock to owners of Seven Chakras pursuant to the agreement. On February 5, 2019, the Company issued 2,000,000 shares to the owner of TZ Wholesale LLC, pursuant to a Memorandum of Understanding (the “MOU”) dated November 9, 2018. As a result of Canbiola’s acquisition of Pure Health products, it conducted a corporate re-alignment including naming Pasquale Ferro President and moving David Possel from Chief Operating Officer of Canbiola to Chief Operations Officer Pure Health Products. In accordance with FASB ASC 855, Subsequent Events, the Company has evaluated subsequent events through October 30, 2018, the date on which these consolidated financial statements were available to be issued. Except as disclosed above, there were no material subsequent events that required recognition or additional disclosure in these consolidated financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | (a) Principles of Consolidation The consolidated financial statements include the accounts of CANB and its wholly owned subsidiaries, Pure Health products (from its acquisition date of December 28, 2018), Duramed, and Prosperity from the date of its acquisition on January 5, 2015. All intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | (b) Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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 dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. |
Fair Value of Financial Instruments | (c) Fair Value of Financial Instruments The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, notes receivable, notes and loans payable, accounts payable, and accrued expenses payable. Except for the noncurrent note receivable, the fair value of these financial instruments approximate their carrying amounts reported in the balance sheets due to the short term maturity of these instruments. Based on comparable instruments with similar terms, the fair value of the noncurrent note receivable approximates its carrying value. Pursuant to ASC 820, Fair Value Measurements and Disclosures, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value: Level 1 - applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 - applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 - applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. |
Cash and Cash Equivalents | (d) Cash and Cash Equivalents The Company considers all liquid investments purchased with a maturity of three months or less to be cash equivalents. |
Inventory | (e) Inventory All inventories are finished goods and stated at the lower of cost or net realizable value. Cost is principally determined using the first-in, first-out (FIFO) method. |
Property and Equipment, Net | (f) Property and Equipment, Net Property and equipment, net, is stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the respective assets. Maintenance and repairs are charged to operations as incurred. |
Intangible Assets, Net | (g) Intangible Assets, Net Intangible assets, net, are stated at cost less accumulated amortization. Amortization is calculated using the straight-line method over the estimated economic lives of the respective assets. |
Goodwill and Intangible Assets With Indefinite Lives | (h) Goodwill and Intangible Assets with Indefinite Lives The Company does not amortize goodwill and intangible assets with indefinite useful lives, but instead tests for impairment at least annually. When conducting the annual impairment test for goodwill, the Company compares the estimated fair value of a reporting unit containing goodwill to its carrying value. If the estimated fair value of the reporting unit is determined to be less than its carrying value, goodwill is reduced, and an impairment loss is recorded. |
Long-lived Assets | (i) Long-lived Assets The Company reviews long-lived assets held and used, intangible assets with finite useful lives and assets held for sale for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If an evaluation of recoverability is required, the estimated undiscounted future cash flows associated with the asset is compared to the asset’s carrying amount to determine if a write-down is required. If the undiscounted cash flows are less than the carrying amount, an impairment loss is recorded to the extent that the carrying amount exceeds the fair value. |
Revenue Recognition | (j) Revenue Recognition The Company recognizes revenue in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, which requires that five basic steps be followed to recognize revenue: (1) a legally enforceable contract that meets criterial standards as to composition and substance is identified; (2) performance obligations relating to provision of goods or services to the customer are identified; (3) the transaction price, with consideration given to any variable, noncash, or other relevant consideration, is determined; (4) the transaction price is allocated to the performance obligations; and (5) revenue is recognized when control of goods or services is transferred to the customer with consideration given, whether that control happens over time or not. Determination of criteria (3) and (4) are based on our management’s judgments regarding the fixed nature of the selling prices of the products and services delivered and the collectability of those amounts. Private Label Customers, Global CBD, LLC and TZ Wholesale, are wholesale distributors of the Company’s product, under their own wholesale private label brand. The products are made to Company specifications, and shipped directly to the wholesaler. The pricing is predicated upon a volume discount negotiated at the time of the placement of the orders. Product is produced and labeled in the Washington manufacturing facility and shipped directly to the Private Label customer who re-distributes to their retail and other customers. The products are fully paid when shipped. For 2018, Global CBD, LLC revenue of $44,602 represents approximately 9% and TZ Wholesale revenue of $17,172 represents approximately 3.5% of total Company revenues for the year ended December 31, 2018. Revenue from product sales is recognized when an order has been obtained, the price is fixed and determinable, the product is shipped, title has transferred, and collectability is reasonably assured. Additionally, the Company also generates revenue from email marketing and cloud service provided to several existing customers. The service revenue is recognized over agreed periods of services delivered to customers, provided there are no uncertainties regarding customer acceptance, persuasive evidence of an arrangement exists; the sales price is fixed or determinable; and collectability is deemed probable. |
Cost of Product Sales | (k) Cost of Product Sales The cost of product sale is the total cost incurred to obtain a sale and the cost of the goods sold, and the Company’s policy is to recognize it in the same manner as, and in conjunction with, revenue recognition. Cost of product sale primarily consisted of the costs directly attributable to revenue recognized and includes expenses related to the production, packaging and labeling of our CBD products. |
Stock-Based Compensation | (l) Stock-Based Compensation Stock-based compensation is accounted for at fair value in accordance with Accounting Standards Codification (“ASC”) Topic 718, “Compensation – Stock Compensation” (“ASC718”) and ASC 505-50, “Equity – Based Payments to Non-Employees.” In addition to requiring supplemental disclosures, ASC 718 addresses the accounting for share-based payment transactions in which a company receives goods or services in exchange for (a) equity instruments of the company or (b) liabilities that are based on the fair value of the company’s equity instruments or that may be settled by the issuance of such equity instruments. ASC 718 focuses primarily on accounting for transactions in which a company obtains employee services in share-based payment transactions. In accordance with ASC 505-50, the Company determines the fair value of the stock based payment as either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. If the fair value of the equity instruments issued is used, it is measured using the stock price and other measurement assumptions as of the earlier of either (1) the date at which a commitment for performance by the counterparty to earn the equity instrument is reached, or (2) the date at which the counterparty’s performance is complete. Options and warrants The fair value of stock options and warrants is estimated on the measurement date using the Black-Scholes model with the following assumptions, which are determined at the beginning of each year and utilized in all calculations for that year: Risk-Free Interest Rate. We utilized the U.S. Treasury yield curve in effect at the time of grant with a term consistent with the expected term of our awards. Expected Volatility. We calculate the expected volatility based on a volatility index of peer companies as we did not have sufficient historical market information to estimate the volatility of our own stock. Dividend Yield. We have not declared a dividend on its common stock since its inception and have no intentions of declaring a dividend in the foreseeable future and therefore used a dividend yield of zero. Expected Term. The expected term of options granted represents the period of time that options are expected to be outstanding. We estimated the expected term of stock options by using the simplified method. For warrants, the expected term represents the actual term of the warrant. Forfeitures. Estimates of option forfeitures are based on our experience. We will adjust our estimate of forfeitures over the requisite service period based on the extent to which actual forfeitures differ, or are expected to differ, from such estimates. Changes in estimated forfeitures will be recognized through a cumulative catch-up adjustment in the period of change and will also impact the amount of compensation expense to be recognized in future periods. |
Advertising | (m) Advertising Advertising costs are expensed as incurred and amounted to $84,316 and $28,322 for the year ended December 31, 2018 and 2017, respectively. |
Research and Development | (n) Research and Development Research and development costs are expensed as incurred. In fiscal year 2017 and 2018, the Company spent $37,000 and $75,000 in research and development which was expenses as spent, respectively. |
Income Taxes | (o) Income Taxes Income taxes are accounted for under the assets and liability method. Current income taxes are provided in accordance with the laws of the respective taxing authorities. Deferred income taxes are provided for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is not more likely than not that some portion or all of the deferred tax assets will be realized. The Company has adopted the provisions required by the Income Taxes topic of the FASB Accounting Standards Codification. The Codification Topic requires the recognition of potential liabilities as a result of management’s acceptance of potentially uncertain positions for income tax treatment on a “more-likely-than-not” probability of an assessment upon examination by a respective taxing authority. The Company believes that it has not taken any uncertain tax positions and thus has not recorded any liability. |
Net Income (Loss) Per Common Share | (p) Net Income (Loss) per Common Share Basic net income (loss) per common share is computed on the basis of the weighted average number of common shares outstanding during the period. Diluted net income (loss) per common share is computed on the basis of the weighted average number of common shares and dilutive securities (such as stock options and convertible securities) outstanding. Dilutive securities having an anti-dilutive effect on diluted net income (loss) per share are excluded from the calculation. For the periods presented, the diluted net loss per share calculation excluded the effect of Series B preferred stocks and stock options outstanding (see Notes 7, 8 and 10). |
Recent Accounting Pronouncements | (q) Recent Accounting Pronouncements In May 2014, the FASB issued ASU 2014-09 “Revenue from Contracts with Customers” (Topic 606) which establishes revenue recognition standards. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2017. The impact of ASU 2014-09 on the Company’s financial statements has not been significant. In 2016, the FASB issued ASU 2016-2 (Topic 842) which establishes a new lease accounting model for lessees. Under the new guidance, lessees will be required to recognize right of use assets and liabilities for most leases having terms of 12 months or more. ASU 2016-2 is effective for fiscal years beginning after December 15, 2018. The impact on the Company’s financial statements has not yet been determined. |
Reclassifications | (r) Reclassifications Certain amounts in the prior year consolidated financial statements have been reclassified to conform to the current year presentation. These reclassification adjustments had no effect on the Company’s previously reported net income. |
Acquisition of Pure Health Pr_2
Acquisition of Pure Health Products, LLC (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Schedule of Estimated Fair Values of Identifiable Net Assets | The estimated fair values of the identifiable net assets of Pure Health at December 28, 2018 (effective date of acquisition), after cancellation of the $75,000 note payable to CANB and $10,827 accrued interest thereon, consisted of: Cash and cash equivalents $ 404 Accounts receivable from CANB 16,676 Inventory 79,652 Property and equipment, net 7,559 Security deposit 2,100 Total assets 106,391 Accounts payable, including $34,419 due to CANB 49,825 Total liabilities 49,825 Identifiable net assets $ 56,566 |
Schedule of Pro Forma Information Summarizes the Results of Operations | The following pro forma information summarizes the results of operations for the periods indicated as if the acquisition occurred at December 31, 2016. The pro forma information is not necessarily indicative of the results that would have been reported had the transaction actually occurred on December 31, 2016, nor is it intended to project results of operations for any future period. Year Ended December 31, 2018 2017 Product sales $ 651,978 $ 90,634 Cost of product sales 224,894 62,958 Gross profit on product sales 427,084 27,676 Service revenue 16,625 43,716 Total gross profit 443,709 71,392 Operating expenses 4,674,321 812,365 Loss from operations (4,203,613 ) (740,973 ) Other income (loss) - net (2,671,581 ) (1,428,783 ) Net loss $ (6,875,194 ) $ (2,169,756 ) Net loss per common share- basic and diluted $ (0.02 ) $ (0.01 ) Weighted average common shares outstanding – Basic 276,026,704 165,230,550 Diluted 423,881,781 256,295,851 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories consist of: December 31, 2018 December 31, 2017 Raw materials $ 79,652 $ - Finished goods 7,452 9,834 Total $ 87,104 $ 9,834 |
Notes Receivable (Tables)
Notes Receivable (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Receivables [Abstract] | |
Schedule of Notes Receivable | Notes receivable consist of: December 31, 2018 December 31, 2017 Secured Promissory note dated October 17, 2017 due from Pure Health Products, LLC (“PHP”), interest at 12% per annum, due October 17, 2018, secured by assets of PHP. Cancelled in acquisition of Pure Health Products, LLC $ - $ 75,000 Note receivable dated November 30, 2015 from Stock Market Manager, Inc, interest at 3% per annum due November 30, 2020 19,389 39,000 Total 19,389 114,000 Current portion of notes receivable - (75,000 ) Noncurrent portion of notes receivable $ 19,389 $ 39,000 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property, Plant and Equipment | Property and Equipment, net, consist of: December 31, December 31, 2018 2017 Furniture & Fixtures $ 19,018 $ 19,018 Office Equipment 20,992 12,378 Manufacturing Equipment 46,384 - Total 86,394 31,396 Accumulated amortization (26,775 ) (20,248 ) Net $ 59,619 $ 11,148 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets and Goodwill | Intangible assets, net, consist of: December 31, December 31, 2018 2017 Video conferencing software acquired by Prosperity in December 2009 $ 30,000 $ 30,000 Enterprise and audit software acquired by Prosperity in April 2008 20,000 20,000 Patent costs incurred by WRAP 6,880 6,880 Other 3,548 3,548 Total 60,428 60,428 Accumulated amortization and Impairment (60,428 ) (60,428 ) Net $ 0 $ 0 |
Notes and Loans Payable (Tables
Notes and Loans Payable (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Notes and Loans Payable | Notes and loans payable consist of: December 31, 2018 December 31, 2017 Convertible notes payable to lender dated from March 15, 2016 (as amended June 2, 2016) to November 15, 2017, interest at rates ranging from 12% to 14.99% per annum, due from April 6, 2017 to May 15, 2018, partially converted at March 22, 2017 and the remaining notes convertible into Common Stock at a Conversion Price equal to the lesser of (i) $0.01 per share or (ii) 50% of the lowest Closing Bid Price of the Common Stock for the 30 Trading Days preceding the Conversion Date – net of unamortized debt discount of $0 and $1,815, respectively-fully converted on August 31, 2018 - 36,685 Convertible notes payable to lender dated February 1, 2016 (as amended December 21, 2016) and December 21, 2016, interest at 12% per annum, due February 1, 2017 and May 20, 2017, convertible into Common Stock at a Conversion Price equal to the lesser of (i) $0.01 per share or (ii) 50% of the lowest Closing Bid Price of the Common Stock for the 30 Trading Days preceding the Conversion Date – net of unamortized debt discount of $0 and $0, respectively. The note date dated February 1, 2016 was fully converted at June 11, 2018 while note dated December 21, 2016 was fully converted at September 7, 2018 - 65,000 Convertible notes payable to Pasquale and Rosemary Ferro dated from May 2, 2017 to August 10, 2018, interest at 12% per annum, due at June 30, 2020 (as amended August 13, 2018), convertible into Common Stock at a Conversion Price equal to the lesser of (i) $0.01 per share or (ii) 50% of the lowest Closing Bid Price of the Common Stock for the 30 Trading Days preceding the Conversion Date – net of unamortized debt discount of $25,009 and $19,613, respectively. The notes were fully converted at August 9, 2018 and December 21, 2018. - 73,887 Convertible note payable to lender dated August 8, 2017 interest at 12% per annum, due August 8, 2018, convertible into Common Stock at a Conversion Price equal to the lesser of (i) $0.01 per share or (ii) 50% of the lowest Closing Bid Price of the Common Stock for the 30 Trading Days preceding the Conversion Date – net of unamortized debt discount of $0 and $15,068, respectively. The notes were fully converted at August 31, 2018. - 9,932 Convertible note payable to lender dated June 6, 2018, interest at 12% per annum, due March 6, 2019, convertible into Common Stock at a Conversion Price equal to the lesser of 55% of the lowest Closing Bid . Price of the Common Stock for the 25 Trading Days preceding the (i) Inception date or (ii) the Conversion Date – net of unamortized debt discount of $57,509 and $0, respectively. The note was fully paid off at October 19, 2018. - - Note payable to brother of Marco Alfonsi, Chief Executive Officer of the Company, interest at 10% per annum, due August 22, 2016 (now past due) 5,000 5,000 Note payable to Carl Dilley, a director of the Company, interest at 12.99% per annum, due February 1, 2021 10,899 - Loan payable to Mckenzie Webster Limited (“MWL”), an entity controlled by the former Chairman of the Board of Directors of the Company, non-interest bearing, due on demand 3,000 3,000 Total $ 18,899 $ 193,504 |
Schedule of Derivative Liability of Notes and Loans Payable | The derivative liability of the convertible notes payable consists of: December 31, 2018 December 31, 2017 Face Value Derivative Liability Face Value Derivative Liability Convertible notes payable to lender dated from March 15, 2016 (as amended June 2, 2016) to November 15, 2017, due from April 6, 2017 to May 15, 2018. Fully converted on August 31, 2018 $ - $ - 38,500 248,597 Convertible notes payable to lender dated February 1, 2016 (as amended December 21, 2016) and December 21, 2016, due February 1, 2017 and May 20, 2017. The notes were fully converted at June 11, 2018 and September 7, 2018 - - 65,000 418,889 Convertible notes payable to Pasquale and Rosemary Ferro dated from May 25, 2017 to January 8, 2018, due at June 30, 2020 (as amended August 13, 2018), - - 93,500 611,886 Convertible notes payable to lender dated June 6, 2018, due March 6, 2019. Fully paid off at October 19, 2018. - - - - Convertible notes payable to lender dated August 8, 2017, due August 8, 2018. Fully converted at August 31, 2018 - - 25,000 171,765 Totals $ - $ - $ 222,000 $ 1,451,137 |
Stock Options and Warrants (Tab
Stock Options and Warrants (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of Stock Options and Warrants Activity | A summary of stock options and warrants activity follows: Shares of Common Stock Exercisable Into Stock Options Warrants Total Balance, December 31, 2016 50,000 247,500 297,500 Granted in 2017 - - - Expired in 2017 - - - Balance, December 31, 2017 50,000 247,500 297,500 Granted in 2018 6,000,000 2,850,000 8,850,000 Cancelled in 2018 - - - Exercised in 2018 - (850,000 ) (850,000 ) Balance, December 31, 2018 6,050,000 2,247,500 8,297,500 |
Schedule of Issued and Outstanding Stock Options | Issued and outstanding stock options as of December 31, 2018 consist of: Year Number Outstanding And Exercise Year of Granted Exercisable Price Expiration 2009 50,000 $ 1.000 2019 2018 6,000,000 $ 0.001 2023 Total 6,050,000 |
Schedule of Issued and Outstanding Warrants | Issued and outstanding warrants as of December 31, 2018 consist of: Year Number Outstanding And Exercise Year of Granted Exercisable Price Expiration 2010 247,500 $ 1.00 2020 2018 2,000,000 $ 0.04345 (a) 2023 Total 2,247,500 (a) 110% of the closing price of the Company’s common stock on the date that the Holder funds the full purchase price of the Note. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Provisions for (Benefits from) Income Taxes | The provisions for (benefits from) income taxes differ from the amounts determined by applying the U.S. Federal income tax rate of 21% and 35% to pretax income (loss) as follows: Year Ended December 31, 2018 2017 Expected income tax (benefit) at 21% and 35% $ (663,578 ) $ (748,902 ) Loss on forgiveness of receivable from Pure Health products 18,024 Loss on stock issuance 36,344 67,043 Loss on debt conversion 272,867 11,334 Non-deductible stock-based compensation 583,653 81,057 Non-deductible amortization of debt discounts 37,064 87,566 Non-deductible impairment of intangible assets - 7,527 Non-deductible expense from derivative liability (334,139 ) 320,495 Increase in deferred income tax assets valuation allowance 250,235 173,879 Provision for (benefit from) income taxes $ - $ - |
Schedule of Deferred Income Tax Assets | Deferred income tax assets consist of: December 31, December 31, 2018 2017 Net operating loss carryforward 1,644,593 1,394,358 Valuation allowance (1,644,593 ) (1,394,358 ) Net $ - $ - |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments Under Non-cancellable Operating Leases | At December 31, 2018, the future minimum lease payments under non-cancellable operating leases were: Year ended December 31, 2019 38,508 Year ended December 31, 2020 39,666 Year ended December 31, 2021 33,880 Total $ 112,054 |
Organization and Description _2
Organization and Description of Business (Details Narrative) | Dec. 27, 2010 | Dec. 31, 2018 | Dec. 28, 2018 | Jan. 05, 2015 |
Entity incorporation, state country name | Florida | |||
Entity incorporation, date of incorporation | Oct. 11, 2005 | |||
Stockholders' equity, stock split | 10 for 1 forward stock split | |||
Stockholders' equity, reverse stock split | 1 for 10 reverse stock split | |||
Prosperity Systems, Inc [Member] | ||||
Business acquisition, percentage | 100.00% | |||
Pure Health Products, LLC [Member] | ||||
Business acquisition, percentage | 100.00% |
Going Concern Uncertainty (Deta
Going Concern Uncertainty (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Cash and cash equivalents | $ 807,747 | $ 1,652 | $ 30,193 |
Working capital | 939,582 | ||
Net loss | $ (4,112,277) | $ (2,139,719) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Revenue | $ 668,603 | $ 122,746 |
Advertising expense | 84,316 | 28,322 |
Research and development cost | 75,000 | $ 37,000 |
Global CBD, LLC [Member] | ||
Revenue | $ 44,602 | |
Global CBD, LLC [Member] | Sales Revenue, Net [Member] | ||
Concentration risk, percentage | 9.00% | |
TZ Wholesale [Member] | ||
Revenue | $ 17,172 | |
TZ Wholesale [Member] | Sales Revenue, Net [Member] | ||
Concentration risk, percentage | 3.50% |
Acquisition of Pure Health Pr_3
Acquisition of Pure Health Products, LLC (Details Narrative) - USD ($) | Dec. 28, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Aug. 02, 2016 |
Business Acquisition [Line Items] | ||||
Stock issued, share price | $ 0.10 | |||
Stock issued during period shares acquisitions, value | $ 112,415 | |||
Goodwill | $ 55,849 | |||
Pure Health Products, LLC [Member] | ||||
Business Acquisition [Line Items] | ||||
Business acquisition, percentage | 100.00% | |||
Cancellation of note receivable, value | $ 75,000 | |||
Cancellation of accrued interest, value | $ 10,827 | |||
Stock issued during period shares acquisitions, shares | 3,096,827 | |||
Stock issued, share price | $ 0.0578 | |||
Stock issued during period shares acquisitions, value | $ 178,997 | |||
Goodwill | 55,849 | |||
Identifiable net assets | 56,566 | |||
Cancellation of note receivable and accrued interest | 85,827 | |||
Pure Health Products, LLC [Member] | StockHolders [Member] | ||||
Business Acquisition [Line Items] | ||||
Common stock issued during period, value | $ 112,415 | |||
Common stock issued during period, shares | 3,096,827 |
Acquisition of Pure Health Pr_4
Acquisition of Pure Health Products, LLC - Schedule of Estimated Fair Values of Identifiable Net Assets (Details) - Pure Health Products, LLC [Member] | Dec. 28, 2018USD ($) |
Cash and cash equivalents | $ 404 |
Accounts receivable from CANB | 16,676 |
Inventory | 79,652 |
Property and equipment, net | 7,559 |
Security deposit | 2,100 |
Total assets | 106,391 |
Accounts payable, including $34,419 due to CANB | 49,825 |
Total liabilities | 49,825 |
Identifiable net assets | $ 56,566 |
Acquisition of Pure Health Pr_5
Acquisition of Pure Health Products, LLC - Schedule of Estimated Fair Values of Identifiable Net Assets (Details) (Parenthetical) | Dec. 28, 2018USD ($) |
Pure Health Products, LLC [Member] | |
Due to CANB | $ 34,419 |
Acquisition of Pure Health Pr_6
Acquisition of Pure Health Products, LLC - Schedule of Pro Forma Information Summarizes the Results of Operations (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Business Combinations [Abstract] | ||
Product sales | $ 651,978 | $ 90,634 |
Cost of product sales | 224,894 | 62,958 |
Gross profit on product sales | 427,084 | 27,676 |
Service revenue | 16,625 | 43,716 |
Total gross profit | 443,709 | 71,392 |
Operating expenses | 4,674,321 | 812,365 |
Loss from operations | (4,203,613) | (740,973) |
Other income (loss) - net | (2,671,581) | (1,428,783) |
Net loss | $ (6,875,194) | $ (2,169,756) |
Net loss per common share- basic and diluted | $ (0.02) | $ (0.01) |
Weighted average common shares outstanding - Basic | 276,026,704 | 165,230,550 |
Weighted average common shares outstanding - Diluted | 423,881,781 | 256,295,851 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventories (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 79,652 | |
Finished goods | 7,452 | 9,834 |
Total | $ 87,104 | $ 9,834 |
Notes Receivable (Details Narra
Notes Receivable (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Nov. 10, 2017 | |
Note receivable | $ 19,389 | $ 114,000 | |
Pure Health Products, LLC [Member] | |||
Note receivable, description | Pursuant to an option Agreement dated November 10, 2017, the Company has an option expiring November 10, 2027 to purchase certain specified assets of Pure Health for $75,000, payable via cancellation of Pure Health's obligations under the Secured Promissory Note or in cash or cash equivalent. | ||
Note receivable | $ 75,000 | ||
Stock Market Manager, Inc. [Member] | |||
Note receivable | $ 19,389 | $ 39,000 | |
Cash received for services | 19,611 | ||
Cancellation of note receivable | $ 19,611 |
Notes Receivable - Schedule of
Notes Receivable - Schedule of Notes Receivable (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Note receivable, Total | $ 19,389 | $ 114,000 |
Current portion of notes receivable | (75,000) | |
Noncurrent portion of notes receivable | 19,389 | 39,000 |
Pure Health Products, LLC [Member] | ||
Note receivable, Total | 75,000 | |
Stock Market Manager, Inc. [Member] | ||
Note receivable, Total | $ 19,389 | $ 39,000 |
Notes Receivable - Schedule o_2
Notes Receivable - Schedule of Notes Receivable (Details) (Parenthetical) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Pure Health Products, LLC [Member] | ||
Notes receivable due date | Oct. 17, 2018 | Oct. 17, 2018 |
Note receivable interest rate | 12.00% | 12.00% |
Stock Market Manager, Inc. [Member] | ||
Notes receivable due date | Nov. 30, 2020 | Nov. 30, 2020 |
Note receivable interest rate | 3.00% | 3.00% |
Property and Equipment, Net - S
Property and Equipment, Net - Summary of Property, Plant and Equipment (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Abstract] | ||
Furniture & Fixtures | $ 19,018 | $ 19,018 |
Office Equipment | 20,992 | 12,378 |
Manufacturing Equipment | 46,384 | |
Total | 86,394 | 31,396 |
Accumulated amortization | (26,775) | (20,248) |
Net | $ 59,619 | $ 11,148 |
Intangible Assets, Net (Details
Intangible Assets, Net (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Intangible assets impairment expense | $ 21,509 | |
Intangible assets, net | $ 0 | $ 0 |
Intangible Assets, Net - Schedu
Intangible Assets, Net - Schedule of Intangible Assets and Goodwill (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Patent costs incurred by WRAP | $ 6,880 | $ 6,880 |
Other | 3,548 | 3,548 |
Total | 60,428 | 60,428 |
Accumulated amortization and Impairment | (60,428) | (60,428) |
Net | 0 | 0 |
Video Conferencing Software Acquired by Prosperity in December 2009 [Member] | ||
Software acquired | 30,000 | 30,000 |
Enterprise and Audit Software Acquired by Prosperity in April 2008 [Member] | ||
Software acquired | $ 20,000 | $ 20,000 |
Notes and Loans Payable (Detail
Notes and Loans Payable (Details Narrative) | 12 Months Ended | |
Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($)$ / shares | |
Minimum [Member] | ||
Derivative, expected term | 0 days | |
Maximum [Member] | ||
Derivative, expected term | 220 days | |
Stock Price [Member] | ||
Derivative liability, measurement input | $ / shares | 0.0335 | |
Exercise Price [Member] | ||
Derivative liability, measurement input | $ / shares | 0.0045 | |
Expected Volatility [Member] | ||
Fair value assumptions, percentage | 287.00% | |
Risk Free Interest Rate [Member] | Minimum [Member] | ||
Fair value assumptions, percentage | 0.00% | |
Risk Free Interest Rate [Member] | Maximum [Member] | ||
Fair value assumptions, percentage | 1.58% | |
Embedded Derivative [Member] | ||
Fair value of the embedded conversion features | $ 445,112 | |
Debt instrument, discount | 182,750 | |
Other expenses | 262,362 | |
Increase (decrease) in derivative liabilities | $ 926,819 | |
Income from derivative liability | $ 1,591,137 |
Notes and Loans Payable - Sched
Notes and Loans Payable - Schedule of Notes and Loans Payable (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Notes and loans payable | $ 19,205 | $ 193,504 |
Convertible Notes Payable One [Member] | ||
Notes and loans payable | 36,685 | |
Convertible Notes Payable Two [Member] | ||
Notes and loans payable | 65,000 | |
Convertible Notes Payable Three [Member] | ||
Notes and loans payable | 73,887 | |
Convertible Notes Payable Four [Member] | ||
Notes and loans payable | 9,932 | |
Convertible Notes Payable Five [Member] | ||
Notes and loans payable | ||
Notes Payable One [Member] | ||
Notes and loans payable | 5,000 | 5,000 |
Notes Payable Two [Member] | ||
Notes and loans payable | 10,899 | |
Loan Payable [Member] | ||
Notes and loans payable | $ 3,000 | $ 3,000 |
Notes and Loans Payable - Sch_2
Notes and Loans Payable - Schedule of Notes and Loans Payable (Details) (Parenthetical) | 12 Months Ended | |
Dec. 31, 2018USD ($)TradingDay$ / shares | Dec. 31, 2017USD ($)TradingDay$ / shares | |
Convertible Notes Payable One [Member] | ||
Debt instrument, convertible, earliest date | Mar. 15, 2016 | Mar. 15, 2016 |
Debt instrument, convertible, latest date | Nov. 15, 2017 | Nov. 15, 2017 |
Debt instrument, convertible, amended date | Jun. 2, 2016 | Jun. 2, 2016 |
Debt instrument, maturity date, start | Apr. 6, 2017 | Apr. 6, 2017 |
Debt instrument, maturity date, end | May 15, 2018 | May 15, 2018 |
Share price | $ / shares | $ 0.01 | $ 0.01 |
Debt instrument, convertible, terms of conversion feature | The remaining notes convertible into Common Stock at a Conversion Price equal to the lesser of (i) $0.01 per share or (ii) 50% of the lowest Closing Bid Price of the Common Stock for the 30 Trading Days preceding the Conversion Date - net of unamortized debt discount of $0 and $1,815, respectively-fully converted on August 31, 2018 | The remaining notes convertible into Common Stock at a Conversion Price equal to the lesser of (i) $0.01 per share or (ii) 50% of the lowest Closing Bid Price of the Common Stock for the 30 Trading Days preceding the Conversion Date - net of unamortized debt discount of $0 and $1,815, respectively-fully converted on August 31, 2018 |
Percentage of lowest bid price | 50.00% | 50.00% |
Debt instrument, convertible threshold trading days | TradingDay | 30 | 30 |
Debt instrument, unamortized discount | $ | $ 0 | $ 1,815 |
Convertible Notes Payable One [Member] | Minimum [Member] | ||
Debt instrument, interest rate, stated percentage | 12.00% | 12.00% |
Convertible Notes Payable One [Member] | Maximum [Member] | ||
Debt instrument, interest rate, stated percentage | 14.99% | 14.99% |
Convertible Notes Payable Two [Member] | ||
Debt instrument, convertible, earliest date | Feb. 1, 2016 | Feb. 1, 2016 |
Debt instrument, convertible, latest date | Dec. 21, 2016 | Dec. 21, 2016 |
Debt instrument, convertible, amended date | Dec. 21, 2016 | Dec. 21, 2016 |
Debt instrument, interest rate, stated percentage | 12.00% | 12.00% |
Debt instrument, maturity date, start | Feb. 1, 2017 | Feb. 1, 2017 |
Debt instrument, maturity date, end | May 20, 2017 | May 20, 2017 |
Share price | $ / shares | $ 0.01 | $ 0.01 |
Debt instrument, convertible, terms of conversion feature | Convertible into Common Stock at a Conversion Price equal to the lesser of (i) $0.01 per share or (ii) 50% of the lowest Closing Bid Price of the Common Stock for the 30 Trading Days preceding the Conversion Date - net of unamortized debt discount of $0 and $0, respectively. The note date dated February 1, 2016 was fully converted at June 11, 2018 while note dated December 21, 2016 was fully converted at September 7, 2018 | Convertible into Common Stock at a Conversion Price equal to the lesser of (i) $0.01 per share or (ii) 50% of the lowest Closing Bid Price of the Common Stock for the 30 Trading Days preceding the Conversion Date - net of unamortized debt discount of $0 and $0, respectively. The note date dated February 1, 2016 was fully converted at June 11, 2018 while note dated December 21, 2016 was fully converted at September 7, 2018 |
Percentage of lowest bid price | 50.00% | 50.00% |
Debt instrument, convertible threshold trading days | TradingDay | 30 | 30 |
Debt instrument, unamortized discount | $ | $ 0 | $ 0 |
Convertible Notes Payable Three [Member] | ||
Debt instrument, convertible, earliest date | May 2, 2017 | May 2, 2017 |
Debt instrument, convertible, latest date | Aug. 10, 2018 | Aug. 10, 2018 |
Debt instrument, convertible, amended date | Aug. 13, 2018 | Aug. 13, 2018 |
Debt instrument, interest rate, stated percentage | 12.00% | |
Share price | $ / shares | $ 0.01 | $ 0.01 |
Debt instrument, maturity date | Jun. 30, 2020 | Jun. 30, 2020 |
Debt instrument, convertible, terms of conversion feature | Convertible into Common Stock at a Conversion Price equal to the lesser of (i) $0.01 per share or (ii) 50% of the lowest Closing Bid Price of the Common Stock for the 30 Trading Days preceding the Conversion Date - net of unamortized debt discount of $25,009 and $19,613, respectively. The notes were fully converted at August 9, 2018 and December 21, 2018. | Convertible into Common Stock at a Conversion Price equal to the lesser of (i) $0.01 per share or (ii) 50% of the lowest Closing Bid Price of the Common Stock for the 30 Trading Days preceding the Conversion Date - net of unamortized debt discount of $25,009 and $19,613, respectively. The notes were fully converted at August 9, 2018 and December 21, 2018. |
Percentage of lowest bid price | 50.00% | 50.00% |
Debt instrument, convertible threshold trading days | TradingDay | 30 | 30 |
Debt instrument, unamortized discount | $ | $ 25,009 | $ 19,613 |
Convertible Notes Payable Four [Member] | ||
Debt instrument, convertible, earliest date | Aug. 8, 2017 | Aug. 8, 2017 |
Debt instrument, interest rate, stated percentage | 12.00% | 12.00% |
Share price | $ / shares | $ 0.01 | $ 0.01 |
Debt instrument, maturity date | Aug. 8, 2018 | |
Debt instrument, convertible, terms of conversion feature | Convertible into Common Stock at a Conversion Price equal to the lesser of (i) $0.01 per share or (ii) 50% of the lowest Closing Bid Price of the Common Stock for the 30 Trading Days preceding the Conversion Date - net of unamortized debt discount of $0 and $15,068, respectively. The notes were fully converted at August 31, 2018. | |
Percentage of lowest bid price | 50.00% | |
Debt instrument, convertible threshold trading days | TradingDay | 30 | |
Debt instrument, unamortized discount | $ | $ 0 | $ 15,068 |
Convertible Notes Payable Five [Member] | ||
Debt instrument, convertible, earliest date | Jun. 6, 2018 | |
Debt instrument, interest rate, stated percentage | 12.00% | |
Share price | $ / shares | $ 0.01 | |
Debt instrument, maturity date | Mar. 6, 2019 | |
Debt instrument, convertible, terms of conversion feature | Convertible into Common Stock at a Conversion Price equal to the lesser of 55% of the lowest Closing Bid. Price of the Common Stock for the 25 Trading Days preceding the (i) Inception date or (ii) the Conversion Date - net of unamortized debt discount of $57,509 and $0, respectively. The note was fully paid off at October 19, 2018. | |
Percentage of lowest bid price | 55.00% | |
Debt instrument, convertible threshold trading days | TradingDay | 25 | |
Debt instrument, unamortized discount | $ | $ 57,509 | $ 0 |
Notes Payable One [Member] | ||
Debt instrument, interest rate, stated percentage | 10.00% | 10.00% |
Debt instrument, maturity date | Aug. 22, 2016 | Aug. 22, 2016 |
Notes Payable Two [Member] | ||
Debt instrument, interest rate, stated percentage | 12.99% | 12.99% |
Debt instrument, maturity date | Feb. 1, 2021 | Feb. 1, 2021 |
Notes and Loans Payable - Sch_3
Notes and Loans Payable - Schedule of Derivative Liability of Notes and Loans Payable (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Derivative liability, face value | $ 222,000 | |
Derivative liability, fair value | 1,451,137 | |
Convertible Notes Payable One [Member] | ||
Derivative liability, face value | 38,500 | |
Derivative liability, fair value | 248,597 | |
Convertible Notes Payable Two [Member] | ||
Derivative liability, face value | 65,000 | |
Derivative liability, fair value | 418,889 | |
Convertible Notes Payable Three [Member] | ||
Derivative liability, face value | 93,500 | |
Derivative liability, fair value | 611,886 | |
Convertible Notes Payable Four [Member] | ||
Derivative liability, face value | ||
Derivative liability, fair value | ||
Convertible Notes Payable Five [Member] | ||
Derivative liability, face value | 25,000 | |
Derivative liability, fair value | $ 171,765 |
Notes and Loans Payable - Sch_4
Notes and Loans Payable - Schedule of Derivative Liability of Notes and Loans Payable (Details) (Parenthetical) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Convertible Notes Payable One [Member] | ||
Debt instrument, convertible, earliest date | Mar. 15, 2016 | Mar. 15, 2016 |
Debt instrument, convertible, latest date | Nov. 15, 2017 | Nov. 15, 2017 |
Debt instrument, convertible, amended date | Jun. 2, 2016 | Jun. 2, 2016 |
Debt instrument, maturity date, start | Apr. 6, 2017 | Apr. 6, 2017 |
Debt instrument, maturity date, end | May 15, 2018 | May 15, 2018 |
Convertible Notes Payable Two [Member] | ||
Debt instrument, convertible, earliest date | Feb. 1, 2016 | Feb. 1, 2016 |
Debt instrument, convertible, latest date | Dec. 21, 2016 | Dec. 21, 2016 |
Debt instrument, convertible, amended date | Dec. 21, 2016 | Dec. 21, 2016 |
Debt instrument, maturity date, start | Feb. 1, 2017 | Feb. 1, 2017 |
Debt instrument, maturity date, end | May 20, 2017 | May 20, 2017 |
Convertible Notes Payable Three [Member] | ||
Debt instrument, convertible, earliest date | May 2, 2017 | May 2, 2017 |
Debt instrument, convertible, latest date | Aug. 10, 2018 | Aug. 10, 2018 |
Debt instrument, convertible, amended date | Aug. 13, 2018 | Aug. 13, 2018 |
Convertible Notes Payable Four [Member] | ||
Debt instrument, convertible, earliest date | Jun. 6, 2018 | Jun. 6, 2018 |
Convertible Notes Payable Five [Member] | ||
Debt instrument, convertible, earliest date | Aug. 8, 2017 | Aug. 8, 2017 |
Preferred Stock (Details Narrat
Preferred Stock (Details Narrative) - USD ($) | Dec. 29, 2018 | Nov. 14, 2018 | Oct. 23, 2018 | Sep. 19, 2018 | Sep. 14, 2018 | Aug. 28, 2018 | May 14, 2018 | Mar. 20, 2018 | Feb. 16, 2018 | Feb. 12, 2018 | Jan. 22, 2018 | Dec. 05, 2017 | Nov. 30, 2017 | Oct. 04, 2017 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 28, 2018 | Nov. 07, 2018 | Sep. 26, 2018 | Jun. 25, 2018 | Jun. 19, 2018 | May 03, 2018 | Apr. 25, 2018 | Apr. 13, 2018 | Aug. 02, 2016 |
Proceeds from issuance of preferred stock | $ 723,875 | $ 150,000 | ||||||||||||||||||||||||
Shares issued, price per share | $ 0.10 | |||||||||||||||||||||||||
Shares issued during the period, value | $ 850,000 | |||||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||
Shares issued during the period | 29,821,201 | |||||||||||||||||||||||||
Shares issued during the period, value | $ 850,000 | |||||||||||||||||||||||||
Mckenzie Webster Limited [Member] | ||||||||||||||||||||||||||
Shares issued during the period | 50,000,000 | |||||||||||||||||||||||||
Marco [Member] | Common Stock [Member] | ||||||||||||||||||||||||||
Number of convertible shares | 30,000,000 | |||||||||||||||||||||||||
RedDiamond Partners LLC [Member] | Common Stock [Member] | ||||||||||||||||||||||||||
Number of convertible shares | 13,094,733 | 53,839,743 | ||||||||||||||||||||||||
RedDiamond Partners LLC [Member] | Securities Purchase Agreement [Member] | Common Stock [Member] | ||||||||||||||||||||||||||
Number of convertible shares | 2,363,636 | 3,545,455 | 1,287,129 | 1,287,129 | 1,287,129 | |||||||||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||||||||||
Number of convertible shares | 10,000,000 | |||||||||||||||||||||||||
Common stock, voting rights | Each share of Series A Preferred Stock is convertible into 10,000,000 shares of CANB common stock and is entitled to 20,000,000 votes. | |||||||||||||||||||||||||
Number of voting rights per share | 20,000,000 | |||||||||||||||||||||||||
Stock retired during period, shares | 100,000,000 | |||||||||||||||||||||||||
Series A Preferred Stock [Member] | Andrew Holtmeyer [Member] | ||||||||||||||||||||||||||
Shares issued during the period | 2 | |||||||||||||||||||||||||
Series A Preferred Stock [Member] | Three Officers [Member] | ||||||||||||||||||||||||||
Shares issued during the period | 8 | |||||||||||||||||||||||||
Shares issued during the period, value | $ 3,375,520 | |||||||||||||||||||||||||
Amortized vesting period | 4 years | |||||||||||||||||||||||||
Series A Preferred Stock [Member] | Stanley L.Teeple [Member] | ||||||||||||||||||||||||||
Shares issued during the period | 1 | |||||||||||||||||||||||||
Series A Preferred Stock [Member] | Pasquale Ferro [Member] | ||||||||||||||||||||||||||
Shares issued during the period | 5 | |||||||||||||||||||||||||
Series A Preferred Stock [Member] | Service Agreement [Member] | David Posel [Member] | ||||||||||||||||||||||||||
Shares issued during the period | 1 | |||||||||||||||||||||||||
Proceeds from issuance of preferred stock | $ 257,370 | |||||||||||||||||||||||||
Amortized vesting period | 4 years | |||||||||||||||||||||||||
Series A Preferred Stock [Member] | Service Agreement [Member] | Andrew Holtmeyer [Member] | ||||||||||||||||||||||||||
Shares issued during the period | 3 | |||||||||||||||||||||||||
Proceeds from issuance of preferred stock | $ 703,800 | |||||||||||||||||||||||||
Amortized vesting period | 1 year | |||||||||||||||||||||||||
Series A Preferred Stock [Member] | Consulting Agreements [Member] | ||||||||||||||||||||||||||
Shares issued during the period | 1 | |||||||||||||||||||||||||
Shares issued during the period, value | $ 105,000 | |||||||||||||||||||||||||
Series A Preferred Stock [Member] | Mckenzie Webster Limited [Member] | ||||||||||||||||||||||||||
Number of convertible shares | 50,000,000 | |||||||||||||||||||||||||
Shares issued during the period | 5 | 5 | ||||||||||||||||||||||||
Stock retired during period, shares | 50,000,000 | |||||||||||||||||||||||||
Series A Preferred Stock [Member] | Marco [Member] | ||||||||||||||||||||||||||
Number of convertible shares | 3 | |||||||||||||||||||||||||
Shares issued during the period | 3 | 5 | ||||||||||||||||||||||||
Stock retired during period, shares | 50,000,000 | |||||||||||||||||||||||||
Number of shares considered as cacnellation of accrued salaries | 2 | |||||||||||||||||||||||||
Series A Preferred Stock [Member] | Marco [Member] | Two shares Considered for Alfonsi's Cancellation of Accrued Salaries Payable [Member] | ||||||||||||||||||||||||||
Due to stockholders | $ 127,803 | |||||||||||||||||||||||||
Series A Preferred Stock [Member] | Marco [Member] | New Employment Agreement [Member] | ||||||||||||||||||||||||||
Shares issued during the period | 1 | |||||||||||||||||||||||||
Due to stockholders | $ 63,902 | |||||||||||||||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||||||||||||||
Preferred stock, voting rights | The shares of Series B Preferred Stock have no voting rights. | |||||||||||||||||||||||||
Dividend, description | Each share of Series B Preferred Stock has the first preference to dividends, distributions and payments upon liquidation, dissolution and winding-up of the Company, and is entitled to an accrued cumulative but not compounding dividend at the rate of 5% per annum whether or not declared. After six months of the issuance date, such share and any accrued but unpaid dividends can be converted into common stock at the conversion price which is the lower of (i) $0.0101; or (ii) the lower of the dollar volume weighted average price of CANB common stock on the trading day prior to the conversion day or the dollar volume weighted average price of CANB common stock on the conversion day. The shares of Series B Preferred Stock have no voting rights. | |||||||||||||||||||||||||
Preferred stock, dividend rate, percentage | 5.00% | |||||||||||||||||||||||||
Series B Preferred Stock [Member] | RedDiamond Partners LLC [Member] | ||||||||||||||||||||||||||
Number of convertible shares | 101,736 | 263,263 | ||||||||||||||||||||||||
Shares issued during the period | 52,500 | 200,000 | ||||||||||||||||||||||||
Proceeds from issuance of preferred stock | $ 49,875 | $ 190,000 | ||||||||||||||||||||||||
Shares issued, price per share | $ 0.95 | $ 0.95 | ||||||||||||||||||||||||
Series B Preferred Stock [Member] | RedDiamond Partners LLC [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||||||||||
Number of convertible shares | 10,000 | 10,000 | 10,000 | 10,000 | 10,000 | |||||||||||||||||||||
Shares issued during the period | 105,263 | 105,263 | 36,842 | 87,368 | 87,368 | 87,368 | 157,985 | |||||||||||||||||||
Proceeds from issuance of preferred stock | $ 100,000 | $ 100,000 | $ 35,000 | $ 83,000 | $ 83,000 | $ 83,000 | $ 150,000 | |||||||||||||||||||
Shares issued, price per share | $ 0.95 | $ 0.95 | $ 0.95 | $ 0.95 |
Common Stock (Details Narrative
Common Stock (Details Narrative) - USD ($) | Dec. 29, 2018 | Dec. 21, 2018 | Dec. 19, 2018 | Dec. 11, 2018 | Nov. 12, 2018 | Sep. 25, 2018 | Sep. 21, 2018 | Sep. 20, 2018 | Sep. 18, 2018 | Sep. 17, 2018 | Sep. 10, 2018 | Sep. 08, 2018 | Sep. 07, 2018 | Sep. 06, 2018 | Aug. 28, 2018 | Aug. 21, 2018 | Jul. 31, 2018 | Jul. 12, 2018 | Jun. 25, 2018 | Jun. 22, 2018 | Jun. 19, 2018 | Jun. 18, 2018 | Jun. 11, 2018 | Jun. 04, 2018 | May 31, 2018 | May 29, 2018 | May 09, 2018 | May 03, 2018 | Apr. 25, 2018 | Apr. 13, 2018 | Mar. 20, 2018 | Mar. 01, 2018 | Feb. 26, 2018 | Feb. 19, 2018 | Feb. 14, 2018 | Feb. 13, 2018 | Feb. 09, 2018 | Feb. 07, 2018 | Dec. 25, 2017 | Dec. 18, 2017 | Dec. 07, 2017 | Dec. 05, 2017 | Nov. 30, 2017 | Nov. 09, 2017 | Nov. 02, 2017 | Sep. 25, 2017 | Sep. 11, 2017 | Sep. 07, 2017 | Sep. 05, 2017 | Aug. 25, 2017 | Jun. 28, 2017 | Jun. 21, 2017 | Apr. 17, 2017 | Mar. 22, 2017 | Feb. 13, 2017 | Feb. 02, 2017 | Dec. 28, 2018 | Nov. 07, 2018 | Dec. 28, 2018 | Sep. 26, 2018 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Aug. 02, 2016 |
Fair value of common stock charged to fees of related period | $ 117,718 | $ 95,546 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of common stock | $ 850,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock price per share | $ 0.10 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock, shares issued for cashless exercise of stock options | 850,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of common stock charged to stock-based compensation | $ 2,779,300 | $ 231,590 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 200,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during the period | 29,821,201 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock retired during period, shares | (3,000,000) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
New Employment Agreement [Member] | Andrew W Holtmeyer [Member] | Common Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 245,789 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of common stock charged to stock-based compensation | $ 10,371 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
New Employment Agreement [Member] | Marco [Member] | Common Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 30,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock retired during period, shares | 100,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Series A Preferred Stock [Member] | New Employment Agreement [Member] | Marco [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 8 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares returned to the Company | 3 | 3 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Financial Consultant [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 200,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of common stock charged to fees of related period | $ 11,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Chief Executive Officer [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock, shares issued in satisfaction of notes payable | 1,685,900 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes payable | $ 15,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest payable | $ 1,859 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Lender [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 2,749,429 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock, shares issued in satisfaction of notes payable | 9,372,100 | 8,430,331 | 9,544,292 | 7,142,857 | 6,785,316 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes payable | $ 83,500 | $ 38,500 | $ 50,000 | $ 50,000 | $ 50,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest payable | $ 10,221 | $ 7,867 | $ 7,266 | $ 3,331 | $ 5,979 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consultant [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 2,000,000 | 250,000 | 250,000 | 250,000 | 500,000 | 250,000 | 2,000,000 | 250,000 | 250,000 | 250,000 | 250,000 | 250,000 | 250,000 | 125,000 | 250,000 | 250,000 | 250,000 | 150,000 | 250,000 | 150,000 | 250,000 | 500,000 | 250,000 | 2,500,000 | 250,000 | 2,500,000 | 2,500,000 | 250,000 | 250,000 | 250,000 | 250,000 | 5,000,000 | ||||||||||||||||||||||||||||||||||||||||
Fair value of common stock charged to fees of related period | $ 3,225 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares returned to the Company | 2,500,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consultant [Member] | June 21, 2017 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 250,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of common stock charged to fees of related period | $ 5,975 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consultant [Member] | June 28, 2017 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 250,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of common stock charged to fees of related period | $ 5,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consultant [Member] | August 25, 2017 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 250,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of common stock charged to fees of related period | $ 3,750 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consultant [Member] | September 5, 2017 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 250,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of common stock charged to fees of related period | $ 4,375 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consultant [Member] | September 7, 2017 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 2,500,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of common stock charged to fees of related period | $ 32,750 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consultant [Member] | September 11, 2017 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 250,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of common stock charged to fees of related period | $ 3,350 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consultant [Member] | September 25, 2017 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 2,500,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of common stock charged to fees of related period | $ 2,525 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consultant [Member] | November 2, 2017 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 250,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of common stock charged to fees of related period | $ 1,725 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consultant [Member] | November 9, 2017 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 2,500,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of common stock charged to fees of related period | $ 21,250 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consultant [Member] | December 7, 2017 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 250,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of common stock charged to fees of related period | $ 4,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consultant [Member] | December 18, 2017 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 500,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of common stock charged to fees of related period | $ 9,050 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consultant [Member] | February 7, 2018 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 250,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of common stock charged to fees of related period | $ 9,825 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consultant [Member] | February 13, 2018 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 150,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of common stock charged to fees of related period | $ 5,085 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consultant [Member] | February 14, 2018 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 250,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of common stock charged to fees of related period | $ 8,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consultant [Member] | February 19, 2018 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 150,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of common stock charged to fees of related period | $ 5,280 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consultant [Member] | February 26, 2018 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 250,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of common stock charged to fees of related period | $ 11,375 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consultant [Member] | March 1, 2018 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 250,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of common stock charged to fees of related period | $ 10,900 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consultant [Member] | March 20, 2018 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 250,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of common stock charged to fees of related period | $ 6,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consultant [Member] | May 9, 2018 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 125,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of common stock charged to fees of related period | $ 1,812 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consultant [Member] | May 29, 2018 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 250,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of common stock charged to fees of related period | $ 5,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consultant [Member] | May 31, 2018 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 250,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of common stock charged to fees of related period | $ 4,600 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consultant [Member] | June 4, 2018 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 250,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of common stock charged to fees of related period | $ 5,750 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consultant [Member] | June 11, 2018 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 2,749,429 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of common stock charged to fees of related period | $ 15,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consultant [Member] | June 18, 2018 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 250,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of common stock charged to fees of related period | $ 6,250 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consultant [Member] | June 22, 2018 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 250,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of common stock charged to fees of related period | $ 8,250 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consultant [Member] | August 28, 2018 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 2,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of common stock charged to fees of related period | $ 159,600 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consultant [Member] | September 8, 2018 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 250,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of common stock charged to fees of related period | $ 11,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consultant [Member] | September 10, 2018 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 500,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of common stock charged to fees of related period | $ 19,950 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consultant [Member] | September 17, 2018 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 250,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of common stock charged to fees of related period | $ 10,750 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consultant [Member] | September 18, 2018 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 250,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of common stock charged to fees of related period | $ 13,725 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consultant [Member] | September 21, 2018 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 250,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of common stock charged to fees of related period | $ 14,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consultant [Member] | September 25, 2018 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 2,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of common stock charged to fees of related period | $ 97,400 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consultant [Member] | April 17, 2017 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 5,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of common stock charged to fees of related period | $ 125,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Two Consultants [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 250,000 | 250,000 | 250,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Two Consultants [Member] | December 5, 2017 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 250,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of common stock charged to fees of related period | $ 3,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Two Consultants [Member] | December 25, 2017 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 250,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of common stock charged to fees of related period | $ 7,250 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Mckenzie Webster Limited [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during the period | 50,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Mckenzie Webster Limited [Member] | Series A Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during the period | 5 | 5 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock retired during period, shares | 5 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock retired during period, shares | 50,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Director One [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 3,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Director One [Member] | February 9, 2018 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 3,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of common stock charged to fees of related period | $ 101,400 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Director Two [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 3,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Director Two [Member] | February 9, 2018 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 3,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of common stock charged to fees of related period | $ 101,400 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
RedDiamond [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during the period | 891,089 | 2,363,636 | 3,545,455 | 1,287,129 | 1,287,129 | 1,287,129 | 13,094,733 | 53,839,743 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dividend Payable | $ 9,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
RedDiamond [Member] | Series B Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock retired during period, shares | 10,000 | 15,000 | 10,000 | 10,000 | 10,000 | 101,736 | 263,263 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consultant One [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 300,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consultant One [Member] | September 6, 2018 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 300,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of common stock charged to fees of related period | $ 16,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consultant Two [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 500,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consultant Two [Member] | September 6, 2018 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 500,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of common stock charged to fees of related period | $ 27,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Lender One [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock, shares issued in satisfaction of notes payable | 5,121,694 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes payable | $ 25,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest payable | $ 3,169 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Lender Two [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock, shares issued in satisfaction of notes payable | 10,045,667 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes payable | $ 50,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest payable | $ 10,274 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Investor [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during the period | 7,407,407 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of common stock | $ 200,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock price per share | $ 0.027 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Multiple Consultants [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 2,125,000 | 2,125,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of common stock charged to fees of related period | $ 80,665 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Three Board Members [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 1,500,000 | 1,500,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of common stock charged to fees of related period | $ 62,342 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Multiple Investors [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during the period | 22,413,794 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of common stock | $ 650,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Auctus, LLC [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock, shares issued for cashless exercise of stock options | 891,089 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Four Officers [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 4,370,629 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued compensation | $ 192,300 |
Stock Options and Warrants (Det
Stock Options and Warrants (Details Narrative) - USD ($) | Oct. 21, 2018 | Jun. 11, 2018 | Dec. 31, 2018 | Jun. 30, 2018 |
Stock options, fair value | $ 118,200 | $ 84,000 | ||
Stock options, share price | $ 0.0395 | $ 0.028 | ||
Stock options, expected term | 5 years | 5 years | ||
Stock options, expected volatility rate | 221.96% | 262.00% | ||
stock options, risk-free interest rate | 3.05% | 2.80% | ||
Carl Dilley [Member] | ||||
Granted options | 3,000,000 | |||
Stock issued in exchange for retirement of shares | 3,000,000 | |||
Options exercisable for purchase of share | 1 | |||
Exercise price | $ 0.001 | |||
Expiration date | Jun. 11, 2023 | |||
Stanley L.Teeple [Member] | ||||
Granted options | 3,000,000 | |||
Exercise price | $ 0.001 | |||
Expiration date | Oct. 1, 2023 |
Stock Options and Warrants - Su
Stock Options and Warrants - Summary of Stock Options and Warrants Activity (Details) - shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Beginning balance | 297,500 | 297,500 |
Granted | 8,850,000 | |
Cancelled/Expired | ||
Exercised | (850,000) | |
Ending balance | 8,297,500 | 297,500 |
Warrant [Member] | ||
Beginning balance | 247,500 | 247,500 |
Granted | 2,850,000 | |
Cancelled/Expired | ||
Exercised | (850,000) | |
Ending balance | 2,247,500 | 247,500 |
Stock Option [Member] | ||
Beginning balance | 50,000 | 50,000 |
Granted | 6,000,000 | |
Cancelled/Expired | ||
Exercised | ||
Ending balance | 6,050,000 | 50,000 |
Stock Options and Warrants - Sc
Stock Options and Warrants - Schedule of Issued and Outstanding Stock Options (Details) | 12 Months Ended |
Dec. 31, 2018$ / sharesshares | |
Number of Options Outstanding and Exercisable, Number | 6,050,000 |
Stock Option 2009 [Member] | |
Number of Options Outstanding and Exercisable, Number | 50,000 |
Number of Options Outstanding and Exercisable, Weighted Average Exercise Price | $ / shares | $ 1 |
Number of Options Outstanding and Exercisable, Expiration year | 2019 |
Stock Option 2018 [Member] | |
Number of Options Outstanding and Exercisable, Number | 6,000,000 |
Number of Options Outstanding and Exercisable, Weighted Average Exercise Price | $ / shares | $ 0.001 |
Number of Options Outstanding and Exercisable, Expiration year | 2023 |
Stock Options and Warrants - _2
Stock Options and Warrants - Schedule of Issued and Outstanding Warrants (Details) | 12 Months Ended | |
Dec. 31, 2018$ / sharesshares | ||
Number of Warrants Outstanding and Exercisable, Number | 6,050,000 | |
Warrant [Member] | ||
Number of Warrants Outstanding and Exercisable, Number | 2,247,500 | |
2010 Warrant [Member] | ||
Number of Warrants Outstanding and Exercisable, Number | 247,500 | |
Number of Warrants Outstanding and Exercisable, Weighted Average Exercise Price | $ / shares | $ 1 | |
Number of Warrants Outstanding and Exercisable, Expiration year | 2020 | |
2018 Warrant [Member] | ||
Number of Warrants Outstanding and Exercisable, Number | 2,000,000 | |
Number of Warrants Outstanding and Exercisable, Weighted Average Exercise Price | $ / shares | $ 0.04345 | [1] |
Number of Warrants Outstanding and Exercisable, Expiration year | 2023 | |
[1] | 110% of the closing price of the Company's common stock on the date that the Holder funds the full purchase price of the Note. |
Stock Options and Warrants - _3
Stock Options and Warrants - Schedule of Issued and Outstanding Warrants (Details) (Parenthetical) | 12 Months Ended |
Dec. 31, 2018 | |
2018 Warrant [Member] | |
Percentage of closing price of common stock funding purchase price | 110.00% |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Provision for income taxes | ||
Deferred income tax asset | ||
Deferred income tax asset, valuation allowance | 1,644,593 | 1,394,358 |
Operating loss carryforwards | $ 4,786,934 | |
Effective income tax rate reconciliation, change in deferred tax assets valuation allowance, percent | 100.00% | |
Operating loss carryforwards, 2025 | $ 1,369 | |
Operating loss carryforwards, 2026 | 518,390 | |
Operating loss carryforwards, 2027 | 594,905 | |
Operating loss carryforwards, 2028 | 686,775 | |
Operating loss carryforwards, 2029 | 159,141 | |
Operating loss carryforwards, 2030 | 151,874 | |
Operating loss carryforwards, 2031 | 135,096 | |
Operating loss carryforwards, 2032 | 166,911 | |
Operating loss carryforwards, 2033 | 311,890 | |
Operating loss carryforwards, 2034 | 25,511 | |
Operating loss carryforwards, 2035 | 338,345 | |
Operating loss carryforwards, 2036 | 386,297 | |
Operating loss carryforwards, 2037 | 496,798 | |
Operating loss carryforwards, 2038 | 713,162 | |
Income tax examination, penalties and interest expense |
Income Taxes - Schedule of Prov
Income Taxes - Schedule of Provisions for (Benefits from) Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Expected income tax (benefit) at 21% and 35% | $ (663,578) | $ (748,902) |
Loss on forgiveness of receivable from Pure Health products | 18,024 | |
Loss on stock issuance | 36,344 | 67,043 |
Loss on debt conversion | 272,867 | 11,334 |
Non-deductible stock-based compensation | 583,653 | 81,057 |
Non-deductible amortization of debt discounts | 37,064 | 87,566 |
Non-deductible impairment of intangible assets | 7,527 | |
Non-deductible expense from derivative liability | (334,139) | 320,495 |
Increase in deferred income tax assets valuation allowance | 250,235 | 173,879 |
Provision for (benefit from) income taxes |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Income Tax Assets (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforward | $ 1,644,593 | $ 1,394,358 |
Valuation Allowance | (1,644,593) | (1,394,358) |
Net |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) - USD ($) | Dec. 29, 2018 | Dec. 28, 2018 | Nov. 12, 2018 | Oct. 15, 2018 | Jul. 12, 2018 | Feb. 16, 2018 | Feb. 12, 2018 | Nov. 09, 2017 | Oct. 03, 2017 | Sep. 06, 2017 | Jul. 29, 2017 | Dec. 01, 2014 | Dec. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Aug. 06, 2018 | Aug. 02, 2016 | Sep. 11, 2015 |
Employee cash compensation per month | $ 1,478,987 | $ 154,406 | ||||||||||||||||
Stock-based compensation | 2,779,300 | 231,590 | ||||||||||||||||
Rent expense | 67,165 | $ 65,060 | ||||||||||||||||
Monthly rentals for lease year 1 | $ 38,508 | 38,508 | ||||||||||||||||
Monthly rentals for lease year 2 | 39,666 | 39,666 | ||||||||||||||||
Monthly rentals for lease year 3 | 33,880 | $ 33,880 | ||||||||||||||||
Price per unit | $ 0.05 | |||||||||||||||||
Common stock price per share | $ 0.10 | |||||||||||||||||
Maximum [Member] | ||||||||||||||||||
Units issued | 40,000,000 | |||||||||||||||||
Value of units issued | $ 2,000,000 | |||||||||||||||||
Sales Revenue, Net [Member] | One Customer [Member] | ||||||||||||||||||
Concentration risk percentage | 16.00% | |||||||||||||||||
Sales Revenue, Net [Member] | Customer One [Member] | ||||||||||||||||||
Concentration risk percentage | 45.00% | |||||||||||||||||
Sales Revenue, Net [Member] | Customer Two [Member] | ||||||||||||||||||
Concentration risk percentage | 29.00% | |||||||||||||||||
Sales Revenue, Net [Member] | Customer Three [Member] | ||||||||||||||||||
Concentration risk percentage | 14.00% | |||||||||||||||||
Common Stock [Member] | ||||||||||||||||||
Stock issued during period, shares, issued for services | 200,000 | |||||||||||||||||
Executive Employment Agreement [Member] | Marco [Member] | ||||||||||||||||||
Employee cash compensation per month | $ 10,000 | |||||||||||||||||
Executive Employment Agreement [Member] | Marco [Member] | Series A Preferred Stock [Member] | ||||||||||||||||||
Stock issued during period, shares, issued for services | 1 | |||||||||||||||||
New Employment Agreement [Member] | Marco [Member] | ||||||||||||||||||
Employee cash compensation per month | $ 15,000 | |||||||||||||||||
New Employment Agreement [Member] | Marco [Member] | Common Stock [Member] | ||||||||||||||||||
Stock issued during period, shares, issued for services | 30,000,000 | |||||||||||||||||
Number of shares issued as a result of conversion | 30,000,000 | |||||||||||||||||
New Employment Agreement [Member] | Marco [Member] | Series A Preferred Stock [Member] | ||||||||||||||||||
Stock issued during period, shares, issued for services | 8 | |||||||||||||||||
Shares returned to the company | 3 | 3 | ||||||||||||||||
New Employment Agreement [Member] | Andrew W Holtmeyer [Member] | ||||||||||||||||||
Employee cash compensation per month | $ 15,000 | |||||||||||||||||
Employment term | 4 years | |||||||||||||||||
New Employment Agreement [Member] | Andrew W Holtmeyer [Member] | Common Stock [Member] | ||||||||||||||||||
Stock issued during period, shares, issued for services | 245,789 | |||||||||||||||||
Stock-based compensation | $ 10,371 | |||||||||||||||||
Executive Service Agreement [Member] | David Posel [Member] | ||||||||||||||||||
Employee cash compensation per month | $ 5,000 | |||||||||||||||||
Employment term | 4 years | |||||||||||||||||
Executive Service Agreement [Member] | David Posel [Member] | Series A Preferred Stock [Member] | ||||||||||||||||||
Stock issued during period, shares, issued for services | 1 | |||||||||||||||||
Executive Service Agreement [Member] | Andrew W Holtmeyer [Member] | ||||||||||||||||||
Employee cash compensation per month | $ 10,000 | |||||||||||||||||
Employment term | 3 years | |||||||||||||||||
Executive Service Agreement [Member] | Andrew W Holtmeyer [Member] | Series A Preferred Stock [Member] | ||||||||||||||||||
Issuance of shares, description | 3, 2 and 1 share of Series A Preferred Stock at the beginning of each year | |||||||||||||||||
Employment Agreement [Member] | Stanley L. Teeple [Member] | ||||||||||||||||||
Employee cash compensation per month | $ 15,000 | |||||||||||||||||
Employment term | 4 years | |||||||||||||||||
Employment Agreement [Member] | Stanley L. Teeple [Member] | Series A Preferred Stock [Member] | ||||||||||||||||||
Stock issued during period, shares, issued for services | 1 | |||||||||||||||||
Employment Agreement [Member] | Pasquale Ferro [Member] | ||||||||||||||||||
Employee cash compensation per month | $ 15,000 | |||||||||||||||||
Vesting term | 4 years | |||||||||||||||||
Employment Agreement [Member] | Pasquale Ferro [Member] | Series A Preferred Stock [Member] | ||||||||||||||||||
Stock issued during period, shares, issued for services | 5 | |||||||||||||||||
Consulting Agreement [Member] | T8 Partners LLC [Member] | Restricted Stock [Member] | ||||||||||||||||||
Stock-based compensation | $ 10,000,000 | |||||||||||||||||
Consulting Agreement [Member] | Healthcare Advisory Group [Member] | Restricted Stock [Member] | ||||||||||||||||||
Stock-based compensation | $ 5,000,000 | |||||||||||||||||
Consulting Agreement [Member] | Common Stock [Member] | T8 Partners LLC [Member] | Restricted Stock [Member] | ||||||||||||||||||
Stock issued during period, shares, issued for services | 2,500,000 | |||||||||||||||||
Shares returned to the company | 2,500,000 | |||||||||||||||||
Consulting Agreement [Member] | Common Stock [Member] | Healthcare Advisory Group [Member] | Restricted Stock [Member] | ||||||||||||||||||
Stock issued during period, shares, issued for services | 2,500,000 | |||||||||||||||||
Consulting Agreement [Member] | Andrew W Holtmeyer [Member] | ||||||||||||||||||
Monthly cash payment | $ 5,000 | |||||||||||||||||
Lease Agreement [Member] | KLAM, Inc [Member] | ||||||||||||||||||
Initial term of lease | 1 year | |||||||||||||||||
Rent expense | $ 2,500 | |||||||||||||||||
Lease Agreement [Member] | Unrelated Third Party [Member] | ||||||||||||||||||
Initial term of lease | 37 months | |||||||||||||||||
Monthly rentals for lease year 1 | $ 2,922 | |||||||||||||||||
Monthly rentals for lease year 2 | 3,009 | |||||||||||||||||
Monthly rentals for lease year 3 | $ 3,100 | |||||||||||||||||
Renewed Lease Agreement [Member] | Unrelated Third Party [Member] | ||||||||||||||||||
Monthly rentals for lease year 1 | $ 3,193 | |||||||||||||||||
Monthly rentals for lease year 2 | 3,289 | |||||||||||||||||
Monthly rentals for lease year 3 | $ 3,388 | |||||||||||||||||
Renewal term of lease | 36 months |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Future Minimum Lease Payments Under Non-cancellable Operating Leases (Details) | Dec. 31, 2018USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Year ended December 31, 2019 | $ 38,508 |
Year ended December 31, 2020 | 39,666 |
Year ended December 31, 2021 | 33,880 |
Total | $ 112,054 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Revenues | $ 668,603 | $ 122,746 |
Products sales to related parties | 5,000 | |
PAG [Member] | ||
Accounts receivable | 7,240 | |
Revenues | 5,000 | |
IST [Member] | ||
Accounts receivable | 7,035 | |
Revenues | 4,000 | |
Accounts payable | 1,454 | |
Stock Market Manager, Inc. | ||
Accounts payable | 1,676 | |
Pure Health Products, LLC [Member] | ||
Purchase of CBD infused products | $ 274,557 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Feb. 20, 2019 | Feb. 05, 2019 | Jan. 28, 2019 | Jan. 14, 2019 | Mar. 12, 2019 | Mar. 27, 2019 | Mar. 17, 2019 | Mar. 27, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Stock issued during period, value, issued for services | $ 11,000 | |||||||||
Common Stock [Member] | ||||||||||
Stock issued during period, shares, issued for services | 200,000 | |||||||||
Shares issued during the period | 29,821,201 | |||||||||
Stock issued during period, value, issued for services | $ 11,000 | |||||||||
Subsequent Event [Member] | TZ Wholesale LLC [Member] | ||||||||||
Stock issued during period, shares, issued for services | 2,000,000 | |||||||||
Subsequent Event [Member] | Common Stock [Member] | License and Acquisition Agreement [Member] | Hudilab, Inc. [Member] | ||||||||||
Shares issued during the period | 7,500,000 | |||||||||
Subsequent Event [Member] | Common Stock [Member] | Asset Purchase Agreement [Member] | Seven Chakras, LLC [Member] | ||||||||||
Shares issued during the period | 1,000,000 | |||||||||
Consultant [Member] | Subsequent Event [Member] | Series A Preferred Stock [Member] | ||||||||||
Stock issued in exchange for retirement of shares | 1 | |||||||||
Consultant [Member] | Subsequent Event [Member] | Series B Preferred Stock [Member] | ||||||||||
Stock issued in exchange for retirement of shares | 157,105 | |||||||||
Consultant [Member] | Subsequent Event [Member] | Common Stock [Member] | ||||||||||
Stock issued during period, shares, issued for services | 10,000,000 | |||||||||
Shares issued during the period | 20,221,436 | 41,431,994 | ||||||||
Multiple Investors [Member] | Subsequent Event [Member] | Stock Purchase Agreement [Member] | ||||||||||
Stock issued during period, value, issued for services | $ 1,196,100 | |||||||||
Multiple Investors [Member] | Subsequent Event [Member] | Common Stock [Member] | ||||||||||
Stock issued during period, shares, issued for services | 24,600,000 | |||||||||
Employees and Officers [Member] | Subsequent Event [Member] | Common Stock [Member] | Employee Agreement [Member] | ||||||||||
Stock issued during period, shares, issued for services | 1,167,959 |