Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Jun. 30, 2017 | |
Document and Entity Information: | ||
Entity Registrant Name | Canbiola, Inc. | |
Document Type | 10-K | |
Document Period End Date | Dec. 31, 2017 | |
Trading Symbol | canb | |
Amendment Flag | false | |
Entity Central Index Key | 1,509,957 | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 225,572,323 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Well-known Seasoned Issuer | No | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | FY | |
Entity Public Float | $ 1 |
Canbiola, Inc. - Consolidated B
Canbiola, Inc. - Consolidated Balance Sheets - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 | |
Current Assets: | |||
Cash and cash equivalents | $ 1,652 | $ 30,193 | |
Accounts receivable, less allowance for doubtful accounts | [1] | 6,075 | 13,742 |
Inventory | 9,834 | ||
Notes receivable - current | 75,000 | ||
Prepaid expenses | 64,911 | 2,500 | |
TOTAL CURRENT ASSETS | 157,472 | 46,435 | |
Property and equipment, less accumulated depreciation | [2] | 11,148 | 14,375 |
Other Assets: | |||
Security Deposit | 11,687 | 11,687 | |
Note receivable - noncurrent | 39,000 | 39,000 | |
Intangible assets, net of accumulated amortization | [3] | 25,481 | |
Total other assets | 50,687 | 76,168 | |
Total Assets | 219,307 | 136,978 | |
Current Liabilities: | |||
Notes and loans payable | 193,504 | 58,315 | |
Derivative Liability | 1,451,137 | 352,688 | |
Accounts payable | 143,274 | 54,714 | |
Accrued officers compensation | 98,750 | 134,750 | |
Other accrued expenses payable | 62,539 | 51,099 | |
Total current liabilities and total liabilities | 1,949,204 | 651,566 | |
Commitments and Contingencies | [4] | ||
Stockholders' Deficiency: | |||
Preferred stock Series A | 243,537 | 103,664 | |
Preferred stock Series B | 150 | ||
Common stock | 12,524,042 | 11,889,505 | |
Additional Paid-in Capital | 149,850 | ||
Accumulated deficit | (14,647,476) | (12,507,757) | |
TOTAL STOCKHOLDERS' DEFICIENCY | (1,729,897) | (514,588) | |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY | $ 219,307 | $ 136,978 | |
[1] | Accounts receivable, less allowance for doubtful accounts of $0 and $0, respectively. | ||
[2] | Property and equipment, at cost less accumulated depreciation of $20,248 and $17,021, respectively. | ||
[3] | Intangible assets, net of accumulated amortization of $60,428 and $34,947, respectively. | ||
[4] | See Notes 12 and 13 |
Statement of Financial Position
Statement of Financial Position - Parenthetical - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position | ||
Preferred Stock, Par Value | ||
Preferred Stock, Shares Authorized | 20 | 20 |
Preferred Stock, Shares Issued | 8 | 10 |
Preferred Stock, Shares Outstanding | 8 | 10 |
Preferred Stock, Series B, Par Value | $ 0.001 | $ 0.01 |
Preferred Stock, Series B, Shares Authorized | 500,000 | 500,000 |
Preferred Stock, Series B, Shares Issued | 157,985 | |
Preferred Stock, Series B, Shares Outstanding | 157,985 | |
Common Stock, Par Value | ||
Common Stock, Shares Authorized | 750,000,000 | 750,000,000 |
Common Stock, Shares Issued | 225,572,323 | 146,008,250 |
Common Stock, Shares Outstanding | 225,572,323 | 146,008,250 |
Canbiola, Inc. - Consolidated S
Canbiola, Inc. - Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | ||
Revenues | |||
Product Sales | $ 79,030 | ||
Service Revenue | 43,716 | $ 95,145 | |
Total Revenues | 122,746 | 95,145 | |
Operating cost and expenses: | |||
Cost of product sales | 44,466 | ||
Officers and directors compensation | [1] | 154,406 | 180,448 |
Consulting fees | [2] | 284,741 | 99,913 |
Advertising expense | 28,322 | 11,901 | |
Hosting expense | 21,963 | 32,182 | |
Rent expense | 65,060 | 65,060 | |
Professional fees | 95,546 | 47,207 | |
Depreciation of property and equipment | 3,227 | 3,267 | |
Amortization of intangible assets | 3,972 | 3,974 | |
Other | 133,829 | 62,741 | |
TOTAL OPERATING EXPENSES | 835,532 | 506,693 | |
Loss from operations | (712,786) | (411,548) | |
Other income (expense): | |||
Cancellation of debt | 10,589 | ||
Loss on debt conversion | (32,383) | ||
Loss on stock issuance | (191,553) | ||
Impairment of intangible assets | (21,507) | ||
Interest income | 2,842 | 1,170 | |
Income (expense) from derivative liability | (915,700) | (198,438) | |
Interest expense | [3] | (279,221) | (56,234) |
Other income (expense) - net | (1,426,933) | (253,502) | |
Loss before provision for income taxes | (2,139,719) | (665,050) | |
Provision for income taxes | |||
Net loss and comprehensive income (loss) | $ (2,139,719) | $ (665,050) | |
Net loss per common share, basic and diluted | $ 0 | $ 0 | |
Weighted average common shares outstanding, basic | 165,230,550 | 145,677,036 | |
Weighted average common shares outstanding, diluted | 256,295,851 | 235,121,480 | |
[1] | Including stock-based compensation of $63,902 and $0, respectively | ||
[2] | Including stock-based compensation of $167,688 and $30,000, respectively | ||
[3] | Including amortization of debt discounts of $250,188 and $50,315, respectively |
Canbiola, Inc. - Consolidated 5
Canbiola, Inc. - Consolidated Statements of Stockholders' Deficiency - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Preferred Stock A | ||
Balance, Value | $ 103,664 | $ 103,664 |
Balance, Shares | 10 | 10 |
Issuance of Series A Preferred Stock on October 4, 2017 in satisfaction of accrued officer compensation, Value | $ 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 Prefered Stock on November 30, 2017, Value | $ (51,832) | |
Balance, Value | $ 243,537 | $ 103,664 |
Balance, Shares | 8 | 10 |
Preferred Stock B | ||
Sale of Series B Preferred Stock on October 13, 2017 at $0.95 per share, Value | $ 150 | |
Sale of Series B Preferred Stock on October 13, 2017 at $0.95 per share, Shares | 157,985 | |
Balance, Value | $ 150 | |
Balance, Shares | 157,985 | |
Common Stock | ||
Balance, Value | $ 11,889,505 | $ 11,842,331 |
Balance, Shares | 146,008,250 | 145,363,750 |
Issuance of common stock on January 2, 2016 for services rendered, Value | $ 12,864 | |
Issuance of common stock on January 2, 2016 for services rendered, Shares | 104,500 | |
Issuance of common stock on March 9, 2016 for services rendered, Value | $ 8,693 | |
Issuance of common stock on March 9, 2016 for services rendered, Shares | 140,000 | |
Issuance of common stock on October 6, 2016 for services rendered, Value | $ 25,617 | |
Issuance of common stock on October 6, 2016 for services rendered, Shares | 400,000 | |
Issuance of common stock on February 2, 2017 for services rendered, Value | $ 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, Value | $ 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, Value | $ 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 Apirl 17, 2017 for services rendered, Value | $ 125,000 | |
Issuance of common stock on Apirl 17, 2017 for services rendered, Shares | 5,000,000 | |
Issuance of common stock on June 21, 2017 for services rendered, Value | $ 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, Value | $ 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, Value | $ 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, Value | $ 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, Value | $ 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, Value | $ 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, Value | $ 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, Value | $ 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, Value | $ 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, Value | $ 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 Prefered Stock on November 30, 2017, Value | $ 51,832 | |
Issuance of common stock and retirement of Series A Prefered Stock on November 30, 2017, Shares | 50,000,000 | |
Issuance of common stock on December 5, 2017 for services rendered, Value | $ 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, Value | $ 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, Value | $ 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, Value | $ 14,500 | |
Issuance of common stock on December 25, 2017 for services rendered, Shares | 500,000 | |
Balance, Value | $ 12,524,042 | $ 11,889,505 |
Balance, Shares | 225,572,323 | 146,008,250 |
Additional Paid-in Capital | ||
Sale of Series B Preferred Stock on October 13, 2017 at $0.95 per share, Value | $ 149,850 | |
Balance, Value | 149,850 | |
Accumulated Deficit | ||
Balance, Value | (12,507,757) | $ (11,842,707) |
Net loss | (2,139,719) | (665,050) |
Balance, Value | (14,647,476) | (12,507,757) |
Balance, Value | (514,588) | 103,288 |
Issuance of common stock on January 2, 2016 for services rendered, Value | 12,864 | |
Issuance of common stock on March 9, 2016 for services rendered, Value | 8,693 | |
Issuance of common stock on October 6, 2016 for services rendered, Value | 25,617 | |
Net loss | (2,139,719) | (665,050) |
Issuance of common stock on February 2, 2017 for services rendered, Value | 11,000 | |
Issuance of common stock on February 13, 2017 in satisfaction of debt and accrued interest, Value | 67,436 | |
Issuance of common stock on March 22, 2017 in satisfaction of debt and accrued interest, Value | 154,027 | |
Issuance of common stock on Apirl 17, 2017 for services rendered, Value | 125,000 | |
Issuance of common stock on June 21, 2017 for services rendered, Value | 5,975 | |
Issuance of common stock on June 28, 2017 for services rendered, Value | 5,000 | |
Issuance of common stock on August 25, 2017 in satisfaction of debt and accrued interest, Value | 107,142 | |
Issuance of common stock on August 25, 2017 for services rendered, Value | 3,750 | |
Issuance of common stock on September 5, 2017 for services rendered, Value | 4,375 | |
Issuance of common stock on September 7, 2017 for services rendered, Value | 32,750 | |
Issuance of common stock on September 11, 2017 for services rendered, Value | 6,700 | |
Issuance of common stock on September 25, 2017 for services rendered, Value | 2,525 | |
Issuance of Series A Preferred Stock on October 4, 2017 in satisfaction of accrued officer compensation, Value | 191,705 | |
Sale of Series B Preferred Stock on October 13, 2017 at $0.95 per share, Value | 150,000 | |
Issuance of common stock on November 2, 2017 for services rendered, Value | 1,725 | |
Issuance of common stock on November 9, 2017 for services rendered, Value | 21,250 | |
Issuance of common stock on December 5, 2017 for services rendered, Value | 6,000 | |
Issuance of common stock on December 7, 2017 for services rendered, Value | 4,500 | |
Issuance of common stock on December 18, 2017 for services rendered, Value | 9,050 | |
Issuance of common stock on December 25, 2017 for services rendered, Value | 14,500 | |
Balance, Value | $ (1,729,897) | $ (514,588) |
Canbiola, Inc. - Consolidated 6
Canbiola, Inc. - Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | ||
Operating Activities: | |||
Net loss | $ (2,139,719) | $ (665,050) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Stock-based compensation | [1] | 231,590 | 30,000 |
Loss on stock issuance | 191,553 | ||
Loss on debt conversion | 32,383 | ||
Impairment of intangible assets | 21,507 | ||
Expense from derivative liability | 915,700 | 198,438 | |
Depreciation of property and equipment | 3,227 | 3,267 | |
Amortization of intangible assets | 3,972 | 3,974 | |
Amortization of debt discounts | 250,188 | 50,315 | |
Bad debt expense | 16,840 | 31,666 | |
Changes in operating assets and liabilities: | |||
Accounts receivable, increase decrease | (9,173) | (20,935) | |
Inventory, increase decrease | (9,834) | ||
Prepaid expenses, increase decrease | 2,500 | 7,171 | |
Accounts payable, increase decrease | 88,566 | 64,469 | |
Accrued officers compensation, increase decrease | 91,803 | 134,750 | |
Other accrued expenses payable, increase decrease | 22,606 | 19,505 | |
Net Cash Used in Operating Activities | (286,291) | (142,430) | |
Investing Activities: | |||
Notes receivable, current | (75,000) | ||
Net Cash Used in Investing Activities | (75,000) | ||
Financing Activities: | |||
Proceeds received from notes and loans payable | 182,750 | 154,250 | |
Proceeds from sale of Series B preferred stock | 150,000 | ||
Net Cash Provided by Financing Activities | 332,750 | 154,250 | |
Increase (decrease) in cash and cash equivalents | (28,541) | 11,820 | |
Cash and cash equivalents, beginning of period | 30,193 | 18,373 | |
Cash and cash equivalents, end of period | 1,652 | 30,193 | |
SUPPLEMENTAL CASH FLOW INFORMATION: | |||
Income taxes paid | |||
Interest paid | |||
NON-CASH INVESTING AND FINANCING ACTIVITIES: | |||
Issuance of common stock in satisfaction of debt | 115,000 | ||
Issuance of Series A preferred stock in satisfaction of officers compensation | 127,803 | ||
Issuance of common stock in satisfaction of accrued interest | $ 11,168 | ||
Issuance of common stock in satisfaction of accounts payable | $ 47,174 | ||
[1] | Net of prepaid stock-based consulting fees |
Note 1 - Organization and Descr
Note 1 - Organization and Description of Business | 12 Months Ended |
Dec. 31, 2017 | |
Notes | |
Note 1 - 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. On May 15, 2017, WRAP changed its name to Canbiola, Inc. (the “Company” or “CANB” or “Canbiola”). The Company operates several divisions, including document management and email marketing platforms and a division specializing in the sale of products containing CBD. 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 WRAP and is presently in the process of dissolving Prosperity. For the periods presented, the assets, liabilities, revenues, and expenses are those of CANB. Prosperity had no activity for the periods presented. 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. Canbiola, Inc. is a US Company specializing in the sale of a variety of Cannabidiol (Hemp) based products such as oils, creams, moisturizers, chews, vapes, isolate, gel caps, concentrate and water. Canbiola is developing their 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 natural 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. CANB expects to concentrate its future business activities on the sale of Cannabidiol based. |
Note 2 - Going Concern Uncertai
Note 2 - Going Concern Uncertainty | 12 Months Ended |
Dec. 31, 2017 | |
Notes | |
Note 2 - 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, 2017, the Company had cash and cash equivalents of $1,652 and a working capital deficit of $1,791,732. For the years ended December 31, 2017 and 2016, the Company had net losses of $2,139,719 and $665,050, 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. |
Note 3 - Summary of Significant
Note 3 - Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Notes | |
Note 3 - 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 subsidiary Prosperity from the date of its acquisition on January 5, 2015. All intercompany balances and transactions have been eliminated in consolidation. The Company considers Pure Health products to be a variable interest entity as prescribed under Accounting guidelines. Due to the fact that the company is not dependent on Pure Health Products solely for manufacture, no consolidation of Pure Heath Products financial information is required. (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 service revenue over agreed periods of services delivered to customers and recognizes product sales upon shipment of the ordered products 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) 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. (l) Advertising Advertising costs are expensed as incurred and amounted to $28,322 and $11,901 for the years ended December 31, 2017 and 2016, respectively. (m) Research and Development Research and development costs are expensed as incurred. (n) 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. (o) 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). (p) Recent Accounting Pronouncements Certain accounting pronouncements have been issued by the FASB and other standard setting organizations which are not yet effective and therefore have not yet been adopted by the Company. These include: In May 2014, the FASB issued ASU 2014-09 "Revenue from Contracts with Customers" (Topic 606) which establishes revenue recognition standards. ASU 2014-19 is effective for annual reporting periods beginning after December 15, 2017. The update establishes management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern including related disclosures. 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. (q) 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. |
Note 4 - Notes Receivable
Note 4 - Notes Receivable | 12 Months Ended |
Dec. 31, 2017 | |
Notes | |
Note 4 - Notes Receivable | NOTE 4 – Notes Receivable Notes receivable consist of: December 31, 2017 December 31, 2016 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 $ 75,000 $ - Note receivable dated November 30, 2015 from Stock Market Manager, Inc, interest at 3% per annum due November 30, 2020 39,000 39,000 Total 114,000 39,000 Current portion of notes receivable (75,000) - Noncurrent portion of notes receivable $ 39,000 $ 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. |
Note 5 - Property and Equipment
Note 5 - Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2017 | |
Notes | |
Note 5 - Property and Equipment, Net | NOTE 5 – Property and Equipment, Net Property and Equipment, net, consist of: December 31, 2017 2016 Furniture & Fixtures $ 19,018 $ 19,018 Office Equipment 12,378 12,378 Total 31,396 31,396 Accumulated amortization (20,248) (17,021) Net $ 11,148 $ 14,375 |
Note 6 - Intangible Assets, Net
Note 6 - Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2017 | |
Notes | |
Note 6 - Intangible Assets, Net | NOTE 6 – Intangible Assets, Net Intangible assets, net, consist of: December 31, 2017 2016 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) (34,947) Net $ 0 $ 25,481 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. |
Note 7 - Notes and Loans Payabl
Note 7 - Notes and Loans Payable | 12 Months Ended |
Dec. 31, 2017 | |
Notes | |
Note 7 - Notes and Loans Payable | NOTE 7 – Notes and Loans Payable Notes and loans payable consist of: December 31, 2017 December 31, 2016 Convertible note payable to lender dated February 1, 2016 (as amended December 21, 2016), interest at 12% per annum, due February 1, 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 Bid Price of the Common Stock for the 30 Trading Days preceding the Conversion Date –fully converted at February 13, 2017 $ - $ 3,571 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 $1,815 and $34,411, respectively 36,685 39,839 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 $58,095, respectively 65,000 6,905 Convertible notes payable to Pasquale and Rosemary Ferro dated from May 2, 2017 to October 13, 2017, interest at 12% per annum, due from September 16, 2017 to May 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 $19,613 and $0, respectively 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 $15,068 and $0, respectively 9,932 - 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 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 $ 193,504 $ 58,315 The derivative liability of the convertible notes payable consists of: December 31, 2017 December 31, 2016 Face Value Derivative Liability Face Value Derivative Liability Convertible note payable to lender dated February 1, 2016 (as amended December 21, 2016), due February 1, 2017 $ - $ - $ 15,000 $ 31,429 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 $ 38,500 $ 248,597 $ 74,250 $ 171,841 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 $ 65,000 $ 418,889 $ 65,000 $ 149,418 Convertible notes payable to Pasquale and Rosemary Ferro dated from May 2, 2017 to October 13, 2017, due from September 16, 2017 to May 7, 2018 $ 93,500 $ 611,886 $ - $ - Convertible notes payable to lender dated August 8, 2017, due August 8, 2018 $ 25,000 $ 171,765 $ - $ - Totals $ 222,000 $ 1,451,137 $ 154,250 $ 352,688 The above convertible notes contain 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 is indeterminate. Accordingly, we have 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 and $629,828 total for the year ended December 31, 2017 and 2016) and charged the applicable amounts to debt discounts ($182,750 and $154,250 total for the year ended December 31, 2017 and 2016) and the remainder to other expense ($262,362 and $475,578 total for the year ended December 31, 2017 and 2016). 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 and $277,140 total decrease for the year ended December 31, 2017 and 2016) 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%. Assumptions used for the calculations of the derivative liability of the notes at December 31, 2016 include (1) stock price of $0.029 per share, (2) exercise price of $0.01 per share, (3) terms ranging from 32 days to 242 days, (4) expected volatility of 243% and (5) risk free interest rates ranging from 0.46% to 0.65%. |
Note 8 - Preferred Stock
Note 8 - Preferred Stock | 12 Months Ended |
Dec. 31, 2017 | |
Notes | |
Note 8 - Preferred Stock | NOTE 8 – Preferred Stock 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. 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. 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. 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 share of Series B Preferred Stock has no voting rights. |
Note 9 - Common Stock
Note 9 - Common Stock | 12 Months Ended |
Dec. 31, 2017 | |
Notes | |
Note 9 - Common Stock | NOTE 9 – Common Stock On January 2, 2016, the Company issued 104,500 shares of CANB common stock to a technical consultant in satisfaction of a $12,864 account payable to that vendor. On March 9, 2016, the Company issued 140,000 shares of CANB common stock to a technical consultant in satisfaction of a $8,693 account payable to that vendor. On October 6, 2016, the Company issued 400,000 shares of CANB common stock to a technical consultant in satisfaction of a $25,617 account payable to that vendor. 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 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. |
Note 10 - Stock Options and War
Note 10 - Stock Options and Warrants | 12 Months Ended |
Dec. 31, 2017 | |
Notes | |
Note 10 - Stock Options and Warrants | NOTE 10 – 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, 2015 200,000 307,500 507,500 Granted in 2016 - - - Expired in 2016 (150,000) (60,000) (210,000) Balance, December 31, 2016 50,000 247,500 297,500 Granted in 1Q, 2Q and 3Q 2017 - - - Cancelled in 1Q, 2Q and 3Q 2017 - - - Balance, December 31, 2017 50,000 247,500 297,500 Issued and outstanding stock options as of December 31, 2017 consist of: Year Number Outstanding Exercise Year of Granted And Exercisable Price Expiration 2009 50,000 $ 1.00 2019 Total 50,000 Issued and outstanding warrants as of December 31, 2017 consist of: Year Number Outstanding Exercise Year of Granted And Exercisable Price Expiration 2010 247,500 $ 1.00 2020 Total 247,500 |
Note 11 - Income Taxes
Note 11 - Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Notes | |
Note 11 - Income Taxes | NOTE 11 – 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 35% to pretax income (loss) as follows: Year Ended December 31, 2017 2016 Expected income tax (benefit) at 35% $ (748,902) $ (232,768) Non-deductible stock-based compensation 81,057 10,500 Non-deductible amortization of debt discounts 87,566 17,610 Non-deductible loss on debt conversion 11,334 - Non-deductible loss on stock issuance 67,043 - Non-deductible impairment of intangible assets 7,527 - Non-deductible expense from derivative liability 320,495 69,453 Increase in deferred income tax assets valuation allowance 173,879 135,205 Provision for (benefit from) income taxes $ - $ - Deferred income tax assets consist of: December 31, 2017 2016 Net operating loss carryforward 1,394,358 1,220,479 Valuation allowance (1,394,358) (1,220,479) 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 $1,394,358 attributable to the future utilization of the $3,973,302 net operating loss carryforward as of December 31, 2017 will be realized. Accordingly, the Company has maintained a 100% allowance against the deferred income tax asset in the financial statements at December 31, 2017. 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 and 2037 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 and $496,798 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 2013 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 2013 tax year returns expired in March 2017. 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 2017 and 2016. |
Note 12 - Commitments and Conti
Note 12 - Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Notes | |
Note 12 - Commitments and Contingencies | NOTE 12 – 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. On August 17, 2015, the Company executed an Employment Agreement with Romuald Stone (“Stone”) for Stone to serve as the Company's Chief Technology Officer for cash compensation of $12,500 per month. Effective August 17, 2016, the agreement terminated. 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 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. Rent expense for the years ended December 31, 2017 and 2016 was $65,060 and $65,060, respectively. At December 31, 2017, the future minimum lease payments under non-cancellable operating leases were: Year ended December 31, 2018 27,900 Total $ 27,900 Major Customers For the year ended December 31, 2017, three customers accounted for approximately 45%, 29% and 14%, respectively, of total service revenues. For the year ended December 31, 2016, three customers accounted for approximately 36%, 30% and 11%, 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 is offering up to 40,000,000 Units at a price of $0.05 per Unit or $2,000,000 maximum. Each Unit consists 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 is no minimum offering amount or escrow required as a condition to closing and the Company may sell significantly fewer Units than those offered. The offering will terminate on August 2, 2018 unless earlier terminated or extended by the Company’s filing of an amendment to the Registration Statement. To date, no Units have been sold. Litigation On November 25, 2016, the landlord under the lease agreement dated September 11, 2015 (“QPR”) served us a Notice of Default. On December 5, 2016, QPR filed a Petition to Recover Possession of Real Property seeking unpaid rent of $12,540 (as of November 21, 2016) and possession of the premises. The Company subsequently paid QPR and QPR dismissed the action. |
Note 13 - Related Party Transac
Note 13 - Related Party Transactions | 12 Months Ended |
Dec. 31, 2017 | |
Notes | |
Note 13 - Related Party Transactions | NOTE 13 – Related Party Transactions ProAdvanced Group, Inc. (“PAG”), an entity controlled by the Company’s chief executive officer, is a customer of CANB. For the year ended December 31, 2017, CANB had an account receivable from PAG of $2,240. For the year ended December 31, 2017, CANB had revenues from PAG of $1,050. Island Stock Transfer (“IST”), an entity controlled by Carl Dilley, a Company director, is both a customer and vendor of CANB. As of December 31, 2017, CANB had an account receivable from IST of $3,035 and an account payable to IST of $3,035. For the year ended December 31, 2017, CANB had revenues from IST of $6,000. Stock Market Manager, Inc. is also an entity controlled by Mr. Dilley. For the year ended December 31, 2017, 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, 2017, purchase of CBD infused products from PHP totaled $19,095. At December 31, 2017, we have a note receivable from PHP in the amount of $75,000. PHP is controlled by Pasquale Ferro. At December 31, 2017, we are indebted to Mr. Ferro and his wife Rosemary Ferro in the amount of $93,500. The Company considers Pure Health products to be a variable interest entity as prescribed under Accounting guidelines. Due to the fact that the company is not dependent on Pure Health Products solely for manufacture, no consolidation of Pure Heath Products financial information is required. During 2017 we had products sales to related parties totaling $331. |
Note 14 - Subsequent Events
Note 14 - Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Notes | |
Note 14 - Subsequent Events | NOTE 14 – Subsequent Events On January 8, 2018, the Company issued a $10,000 Convertible Promissory Note to a lender for loan proceeds of $10,000. The note bears interest at a rate of 12% per annum, is due on July 8, 2018, and is convertible at the option of the lender into shares of the Company 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. On January 9, 2018, the Company amended a Securities Purchase Agreement (the “SPA”) with RedDiamond Partners LLC (“RedDiamond”). Pursuant to the amended Agreement, RedDiamond agreed to purchase additional aggregate of $249,000 of Series B Preferred Shares (“Preferred Shares”), at $0.95 per share, for an aggregate of 262,104 Preferred Shares. The SPA provides for the purchase to be conducted through three equal tranches of $83,000 or 87,368 Preferred Shares per tranche. On January 22, 2018, the Company received $83,000 from RedDiamond. Additional two closings are to be conducted on each monthly anniversary following the date of the First Closing (“Additional Closings”) until RedDiamond has purchased an aggregate of 262,104 Preferred Shares for $249,000. The Series B Preferred Shares (designated on November 15, 2017) have no voting rights, are entitled to dividends at a rate of 5% per annum and are convertible into shares of common stock at a Conversion Price (as defined in the SPA), subject to a $20,000 maximum per Monthly Conversion Period. On February 1, 2018, the Company issued a Promissory Note of $15,000 to a lender for loan proceeds of $15,000. The note bears interest at a rate of 12.99% per annum, are due on February 1, 2021. On February 7, 2018, the Company issued 150,000 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 will be 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 will be charged to officer’s compensation in the three months ended March 31, 2018. 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. 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 will be 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 will be partially charged to consulting fees in the three months ended March 31, 2018. 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. On February 16, 2018, 3 shares of CANB Series A Preferred Stock were issued to Mr. Holtmeyer. 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 will be 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 will be 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 will be charged to consulting fees in the three months ended March 31, 2018. On March 6, 2018, the Company terminated its consulting agreement with Healthcare Advisory Group due to the nonperformance. On March 20, 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 will be charged to consulting fees in the three months ended March 31, 2018. In accordance with FASB ASC 855, Subsequent Events |
Note 3 - Summary of Significa21
Note 3 - Summary of Significant Accounting Policies: (a) Principles of Consolidation (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Policies | |
(a) Principles of Consolidation | (a) Principles of Consolidation The consolidated financial statements include the accounts of CANB and its wholly owned subsidiary Prosperity from the date of its acquisition on January 5, 2015. All intercompany balances and transactions have been eliminated in consolidation. The Company considers Pure Health products to be a variable interest entity as prescribed under Accounting guidelines. Due to the fact that the company is not dependent on Pure Health Products solely for manufacture, no consolidation of Pure Heath Products financial information is required. |
Note 3 - Summary of Significa22
Note 3 - Summary of Significant Accounting Policies: (b) Use of Estimates (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Policies | |
(b) 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. |
Note 3 - Summary of Significa23
Note 3 - Summary of Significant Accounting Policies: (c) Fair Value of Financial Instruments (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Policies | |
(c) Fair Value of Financial Instruments | (c) Fair Value of Financial Instruments The CompanyÂ’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 instrumentÂ’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. |
Note 3 - Summary of Significa24
Note 3 - Summary of Significant Accounting Policies: (d) Cash and Cash Equivalents (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Policies | |
(d) 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. |
Note 3 - Summary of Significa25
Note 3 - Summary of Significant Accounting Policies: (e) Inventory (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Policies | |
(e) 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. |
Note 3 - Summary of Significa26
Note 3 - Summary of Significant Accounting Policies: (f) Property and Equipment, Net (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Policies | |
(f) 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. |
Note 3 - Summary of Significa27
Note 3 - Summary of Significant Accounting Policies: (g) Intangible Assets, Net (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Policies | |
(g) 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. |
Note 3 - Summary of Significa28
Note 3 - Summary of Significant Accounting Policies: (h) Goodwill and Intangible Assets With Indefinite Lives (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Policies | |
(h) 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. |
Note 3 - Summary of Significa29
Note 3 - Summary of Significant Accounting Policies: (i) Long-lived Assets (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Policies | |
(i) 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 assetÂ’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. |
Note 3 - Summary of Significa30
Note 3 - Summary of Significant Accounting Policies: (j) Revenue Recognition (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Policies | |
(j) Revenue Recognition | (j) Revenue Recognition The Company recognizes service revenue over agreed periods of services delivered to customers and recognizes product sales upon shipment of the ordered products 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. |
Note 3 - Summary of Significa31
Note 3 - Summary of Significant Accounting Policies: (k) Stock-based Compensation (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Policies | |
(k) Stock-based Compensation | (k) 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. |
Note 3 - Summary of Significa32
Note 3 - Summary of Significant Accounting Policies: (l) Advertising (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Policies | |
(l) Advertising | (l) Advertising Advertising costs are expensed as incurred and amounted to $28,322 and $11,901 for the years ended December 31, 2017 and 2016, respectively. |
Note 3 - Summary of Significa33
Note 3 - Summary of Significant Accounting Policies: (m) Research and Development (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Policies | |
(m) Research and Development | (m) Research and Development Research and development costs are expensed as incurred. |
Note 3 - Summary of Significa34
Note 3 - Summary of Significant Accounting Policies: (n) Income Taxes (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Policies | |
(n) Income Taxes | (n) 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. |
Note 3 - Summary of Significa35
Note 3 - Summary of Significant Accounting Policies: (o) Net Income (loss) Per Common Share (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Policies | |
(o) Net Income (loss) Per Common Share | (o) 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). |
Note 3 - Summary of Significa36
Note 3 - Summary of Significant Accounting Policies: (p) Recent Accounting Pronouncements (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Policies | |
(p) Recent Accounting Pronouncements | (p) Recent Accounting Pronouncements Certain accounting pronouncements have been issued by the FASB and other standard setting organizations which are not yet effective and therefore have not yet been adopted by the Company. These include: In May 2014, the FASB issued ASU 2014-09 "Revenue from Contracts with Customers" (Topic 606) which establishes revenue recognition standards. ASU 2014-19 is effective for annual reporting periods beginning after December 15, 2017. The update establishes management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern including related disclosures. 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. |
Note 3 - Summary of Significa37
Note 3 - Summary of Significant Accounting Policies: (q) Reclassifications (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Policies | |
(q) Reclassifications | (q) 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. |
Note 5 - Property and Equipme38
Note 5 - Property and Equipment, Net: Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Tables/Schedules | |
Property, Plant and Equipment | December 31, 2017 2016 Furniture & Fixtures $ 19,018 $ 19,018 Office Equipment 12,378 12,378 Total 31,396 31,396 Accumulated amortization (20,248) (17,021) Net $ 11,148 $ 14,375 |
Note 6 - Intangible Assets, N39
Note 6 - Intangible Assets, Net: Schedule of Intangible Assets and Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Tables/Schedules | |
Schedule of Intangible Assets and Goodwill | December 31, 2017 2016 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) (34,947) Net $ 0 $ 25,481 |
Note 7 - Notes and Loans Paya40
Note 7 - Notes and Loans Payable: Schedule of Notes and Loans Payable Text Block (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Tables/Schedules | |
Schedule of Notes and Loans Payable Text Block | Notes and loans payable consist of: December 31, 2017 December 31, 2016 Convertible note payable to lender dated February 1, 2016 (as amended December 21, 2016), interest at 12% per annum, due February 1, 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 Bid Price of the Common Stock for the 30 Trading Days preceding the Conversion Date –fully converted at February 13, 2017 $ - $ 3,571 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 $1,815 and $34,411, respectively 36,685 39,839 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 $58,095, respectively 65,000 6,905 Convertible notes payable to Pasquale and Rosemary Ferro dated from May 2, 2017 to October 13, 2017, interest at 12% per annum, due from September 16, 2017 to May 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 $19,613 and $0, respectively 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 $15,068 and $0, respectively 9,932 - 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 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 $ 193,504 $ 58,315 |
Note 7 - Notes and Loans Paya41
Note 7 - Notes and Loans Payable: Schedule of Derivative Liability of Notes and Loans Payable Text Block (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Tables/Schedules | |
Schedule of Derivative Liability of Notes and Loans Payable Text Block | December 31, 2017 December 31, 2016 Face Value Derivative Liability Face Value Derivative Liability Convertible note payable to lender dated February 1, 2016 (as amended December 21, 2016), due February 1, 2017 $ - $ - $ 15,000 $ 31,429 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 $ 38,500 $ 248,597 $ 74,250 $ 171,841 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 $ 65,000 $ 418,889 $ 65,000 $ 149,418 Convertible notes payable to Pasquale and Rosemary Ferro dated from May 2, 2017 to October 13, 2017, due from September 16, 2017 to May 7, 2018 $ 93,500 $ 611,886 $ - $ - Convertible notes payable to lender dated August 8, 2017, due August 8, 2018 $ 25,000 $ 171,765 $ - $ - Totals $ 222,000 $ 1,451,137 $ 154,250 $ 352,688 |
Note 10 - Stock Options and W42
Note 10 - Stock Options and Warrants: Schedule of Stockholders Equity (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Tables/Schedules | |
Schedule of Stockholders Equity | Shares of Common Stock Exercisable Into Stock Options Warrants Total Balance, December 31, 2015 200,000 307,500 507,500 Granted in 2016 - - - Expired in 2016 (150,000) (60,000) (210,000) Balance, December 31, 2016 50,000 247,500 297,500 Granted in 1Q, 2Q and 3Q 2017 - - - Cancelled in 1Q, 2Q and 3Q 2017 - - - Balance, December 31, 2017 50,000 247,500 297,500 |
Note 10 - Stock Options and W43
Note 10 - Stock Options and Warrants: Schedule of Issued and Outstanding Stock Options Text Block (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Tables/Schedules | |
Schedule of Issued and Outstanding Stock Options Text Block | Year Number Outstanding Exercise Year of Granted And Exercisable Price Expiration 2009 50,000 $ 1.00 2019 Total 50,000 |
Note 10 - Stock Options and W44
Note 10 - Stock Options and Warrants: Schedule of Issued and Outstanding Warrants Text Block (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Tables/Schedules | |
Schedule of Issued and Outstanding Warrants Text Block | Year Number Outstanding Exercise Year of Granted And Exercisable Price Expiration 2010 247,500 $ 1.00 2020 Total 247,500 |
Note 11 - Income Taxes_ Schedul
Note 11 - Income Taxes: Schedule of Share-based Compensation, Activity (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Tables/Schedules | |
Schedule of Share-based Compensation, Activity | Year Ended December 31, 2017 2016 Expected income tax (benefit) at 35% $ (748,902) $ (232,768) Non-deductible stock-based compensation 81,057 10,500 Non-deductible amortization of debt discounts 87,566 17,610 Non-deductible loss on debt conversion 11,334 - Non-deductible loss on stock issuance 67,043 - Non-deductible impairment of intangible assets 7,527 - Non-deductible expense from derivative liability 320,495 69,453 Increase in deferred income tax assets valuation allowance 173,879 135,205 Provision for (benefit from) income taxes $ - $ - |
Note 11 - Income Taxes_ Sched46
Note 11 - Income Taxes: Schedule of Deferred Tax Assets and Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Tables/Schedules | |
Schedule of Deferred Tax Assets and Liabilities | December 31, 2017 2016 Net operating loss carryforward 1,394,358 1,220,479 Valuation allowance (1,394,358) (1,220,479) Net $ - $ - |
Note 2 - Going Concern Uncert47
Note 2 - Going Concern Uncertainty (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Details | ||
Cash Equivalents, at Carrying Value | $ 1,652 | |
Working Capital | 1,791,732 | |
Net income (loss) | $ 2,139,719 | $ 665,050 |
Note 3 - Summary of Significa48
Note 3 - Summary of Significant Accounting Policies: (l) Advertising (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Details | ||
Advertising expense | $ 28,322 | $ 11,901 |
Note 4 - Notes Receivable (Deta
Note 4 - Notes Receivable (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Pure Health Products, LLC | ||
Note receivable | $ 75,000 | |
Stock Market Manager, Inc. | ||
Note receivable | 39,000 | $ 39,000 |
Total | ||
Note receivable | 114,000 | 39,000 |
Current Portion | ||
Note receivable | (75,000) | |
NonCurrent Portion | ||
Note receivable | $ 39,000 | $ 39,000 |
Note 5 - Property and Equipme50
Note 5 - Property and Equipment, Net: Property, Plant and Equipment (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Details | ||
Furniture and Fixtures, Gross | $ 19,018 | $ 19,018 |
Property, Plant and Equipment, Other, Gross | 12,378 | 12,378 |
Property, Plant and Equipment, Gross | 31,396 | 31,396 |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | (20,248) | (17,021) |
Property, Plant and Equipment, Other, Net | $ 11,148 | $ 14,375 |
Note 6 - Intangible Assets, N51
Note 6 - Intangible Assets, Net: Schedule of Intangible Assets and Goodwill (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Finite-Lived Patents, Gross | $ 6,880 | $ 6,880 |
Other Finite-Lived Intangible Assets, Gross | 3,548 | 3,548 |
Total Intangible Assets net | 60,428 | 60,428 |
Accumulated Amortization of Intangible Assets | (60,428) | (34,947) |
Intangible Assets net | 0 | 25,481 |
Video Conferencing Software | ||
Capitalized Computer Software, Gross | 30,000 | 30,000 |
Enterprise and Audit Software | ||
Capitalized Computer Software, Gross | $ 20,000 | $ 20,000 |
Note 7 - Notes and Loans Paya52
Note 7 - Notes and Loans Payable: Schedule of Notes and Loans Payable Text Block (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Notes payable dated February 1, 2016, interest at 12% per annum, due February 1, 2017 | ||
Notes Payable | $ 3,571 | |
Notes payable dated March 15, 2016, interest at 14.99% per annum, due April 6, 2017 | ||
Notes Payable | $ 36,685 | 39,839 |
Convertible Notes Payable to Lender dated February 1, 2016 and December 21, 2016, interest at 12% per annum, due February 1, 2017 and May 20, 2017 | ||
Notes Payable | 65,000 | 6,905 |
Notes payable to Pasquale and Rosemary Ferro, interest at 14.99% per annum, due September 16, 2017 | ||
Notes Payable | 73,887 | |
Notes payable to lender, interest at 12% per annum, due August 8, 2018 | ||
Notes Payable | 9,932 | |
Convertible note payable to brother of Marco Alfonsi, Chief Executive Officer of the Company, interest at 10% per annum, due August 22, 2016 | ||
Notes Payable | 5,000 | 5,000 |
Loan payable to Mckenzie Webster Limited ("MWL"), an entity controlled by the Chairman of the Board of Directors of the Company, non-interest bearing, due on demand | ||
Notes Payable | 3,000 | 3,000 |
Total | ||
Notes Payable | $ 193,504 | $ 58,315 |
Note 7 - Notes and Loans Paya53
Note 7 - Notes and Loans Payable: Schedule of Derivative Liability of Notes and Loans Payable Text Block (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Convertible Note payable to lender dated February 1, 2016 | Face Value | ||
Derivative Liability of Convertible Note | $ 15,000 | |
Convertible Note payable to lender dated February 1, 2016 | Derivative Liability | ||
Derivative Liability of Convertible Note | 31,429 | |
Convertible Note payable to lender dated March 15, 2016 | Face Value | ||
Derivative Liability of Convertible Note | $ 38,500 | 74,250 |
Convertible Note payable to lender dated March 15, 2016 | Derivative Liability | ||
Derivative Liability of Convertible Note | 248,597 | 171,841 |
Convertible Note payable to lender dated February 1, 2016 and December 21, 2016 | Face Value | ||
Derivative Liability of Convertible Note | 65,000 | 65,000 |
Convertible Note payable to lender dated February 1, 2016 and December 21, 2016 | Derivative Liability | ||
Derivative Liability of Convertible Note | 418,889 | $ 149,418 |
Convertible Note Payable to Pasquale and Rosemary Ferro Dated May 2, 2017 | Face Value | ||
Derivative Liability of Convertible Note | 93,500 | |
Convertible Note Payable to Pasquale and Rosemary Ferro Dated May 2, 2017 | Derivative Liability | ||
Derivative Liability of Convertible Note | 611,886 | |
Convertible Note payable to lender dated August 8, 2017 | Face Value | ||
Derivative Liability of Convertible Note | 25,000 | |
Convertible Note payable to lender dated August 8, 2017 | Derivative Liability | ||
Derivative Liability of Convertible Note | $ 171,765 |
Note 8 - Preferred Stock (Detai
Note 8 - Preferred Stock (Details) - shares | Dec. 31, 2017 | Dec. 05, 2017 | Nov. 30, 2017 | Oct. 04, 2017 | Dec. 31, 2016 | Oct. 29, 2015 |
Preferred Stock, Shares Issued | 8 | 3 | 10 | 10 | ||
Preferred Stock Series A Converted to Common Stock | 50,000,000 | |||||
RedDiamond Partners LLC | ||||||
Series B Preferred Stock Shares Issued | 157,985 |
Note 9 - Common Stock (Details)
Note 9 - Common Stock (Details) - shares | Dec. 31, 2017 | 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. 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. 31, 2016 | Oct. 06, 2016 | Mar. 09, 2016 | Jan. 02, 2016 |
Common Stock, Shares Issued | 225,572,323 | 146,008,250 | ||||||||||||||||||||
Technical Consultant | ||||||||||||||||||||||
Common Stock, Shares Issued | 400,000 | 140,000 | 104,500 | |||||||||||||||||||
Financial Consultant | ||||||||||||||||||||||
Common Stock, Shares Issued | 200,000 | |||||||||||||||||||||
Brother of Chief Executive Officer | ||||||||||||||||||||||
Common Stock, Shares Issued | 1,685,900 | |||||||||||||||||||||
Lender | ||||||||||||||||||||||
Common Stock, Shares Issued | 7,142,857 | 6,785,316 | ||||||||||||||||||||
Consultant | ||||||||||||||||||||||
Common Stock, Shares Issued | 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 | |||||||||||
Two Consultants | ||||||||||||||||||||||
Common Stock, Shares Issued | 250,000 | |||||||||||||||||||||
Mckenzie Webster Limited | ||||||||||||||||||||||
Common Stock, Shares Issued | 50,000,000 | |||||||||||||||||||||
Consultant1 | ||||||||||||||||||||||
Common Stock, Shares Issued | 250,000 | 250,000 | ||||||||||||||||||||
Consultant2 | ||||||||||||||||||||||
Common Stock, Shares Issued | 250,000 | 250,000 |
Note 10 - Stock Options and W56
Note 10 - Stock Options and Warrants: Schedule of Stockholders Equity (Details) - shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2015 | |
Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 50,000 | 50,000 | 200,000 |
Share Based Compensation Arrangement by Share Based Payment Award Options, Cancelled | (150,000) | ||
Warrants | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 247,500 | 247,500 | 307,500 |
Share Based Compensation Arrangement by Share Based Payment Award Options, Cancelled | (60,000) | ||
Total | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 297,500 | 297,500 | 507,500 |
Share Based Compensation Arrangement by Share Based Payment Award Options, Cancelled | (210,000) |
Note 10 - Stock Options and W57
Note 10 - Stock Options and Warrants: Schedule of Issued and Outstanding Stock Options Text Block (Details) | 12 Months Ended |
Dec. 31, 2017$ / sharesshares | |
2009 Stock Options | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 50,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ / shares | $ 1 |
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 2019 years |
Total 2 Stock Options | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 50,000 |
Note 10 - Stock Options and W58
Note 10 - Stock Options and Warrants: Schedule of Issued and Outstanding Warrants Text Block (Details) | 12 Months Ended |
Dec. 31, 2017$ / sharesshares | |
2010 Warrants | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 247,500 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ / shares | $ 1 |
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 2020 years |
Total Warrants | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 247,500 |
Note 11 - Income Taxes_ Sched59
Note 11 - Income Taxes: Schedule of Share-based Compensation, Activity (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Details | ||
Income Tax Expense (Benefit) | $ (748,902) | $ (232,768) |
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Share-based Compensation Cost, Amount | 81,057 | 10,500 |
Non-deductible Amortization of Debt Discounts | 87,566 | 17,610 |
Non-Deductible Loss on Debt Conversion | 11,334 | |
Non-Deductible Loss on Stock Issuance | 67,043 | |
Non-Deductible Impairment of Intangible Assets | 7,527 | |
Non-Deductible Expense from Derivative Liability | 320,495 | 69,453 |
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Amount | $ 173,879 | $ 135,205 |
Note 11 - Income Taxes_ Sched60
Note 11 - Income Taxes: Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Details | ||
Operating Loss Carryforwards | $ 1,394,358 | $ 1,220,479 |
Deferred Tax Assets, Valuation Allowance | $ (1,394,358) | $ (1,220,479) |
Note 12 - Commitments and Con61
Note 12 - Commitments and Contingencies (Details) - USD ($) | 12 Months Ended | |||||||
Dec. 31, 2018 | Dec. 31, 2017 | Sep. 14, 2017 | Dec. 31, 2016 | Sep. 12, 2016 | Dec. 02, 2015 | Oct. 03, 2017 | Aug. 17, 2015 | |
Rent expense | $ 27,900 | $ 65,060 | $ 3,009 | $ 65,060 | $ 2,922 | $ 2,500 | ||
Marco Alfonsi | ||||||||
Employee Cash Compensation | $ 10,000 | |||||||
Romauld Stone | ||||||||
Employee Cash Compensation | $ 12,500 |