Health-Right Discoveries (HRDV) 10-Q 14 Nov 17 2017 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2017	Nov. 13, 2017
Document And Entity Information
Entity Registrant Name	Health-Right Discoveries, Inc.
Entity Central Index Key	1,537,663
Document Type	10-Q
Document Period End Date	Sep. 30, 2017
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity a Well-known Seasoned Issuer	No
Entity a Voluntary Filer	No
Entity's Reporting Status Current	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		22,869,191
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2,017

CONSOLIDATED BALANCE SHEETS (Un

CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
CURRENT ASSETS:
Cash	$ 766,917	$ 18,373
Accounts receivable, net	643,199
Inventory	104,223
Total Current Assets	1,514,339	18,373
Other Assets:
Property and Equipment, net	11,167
Intangible assets, net	5,961,934
Total Other Assets	5,973,101
TOTAL ASSETS	7,487,440	18,373
CURRENT LIABILITIES:
Accounts payable and accrued expenses	1,333,661
Loans payable - related parties		193,662
Note payable - current portion	265,196
Salaries payable - related party	207,000	169,000
Other current liabililty		25,261
Total Current Liabilities	1,805,857	387,923
Long-term Liabilities:
Notes payable, net of discounts of $493,345	5,977,900
Total Liabilities	7,783,757	387,923
Stockholders' Deficiency:
Preferred Stock, $.001 par value, 5,000,000 shares authorized No shares issued and outstanding
Common Stock, 001 par value, 100,000,000 shares authorized 22,869,191 and 17,533,332 shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively	22,869	17,533
Additional Paid in Capital	1,117,967	589,717
Accumulated Deficit	(1,437,153)	(976,800)
TOTAL STOCKHOLDERS' DEFICIENCY	(296,317)	(369,550)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY	$ 7,487,440	$ 18,373

CONSOLIDATED BALANCE SHEETS (U3

CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Statement of Financial Position [Abstract]
Notes payable, discounts	$ 493,345
Preferred Stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred Stock, authorized	5,000,000	5,000,000
Preferred Stock, issued	0	0
Preferred Stock, outstanding	0	0
Common Stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common Stock, authorized	100,000,000	100,000,000
Common Stock, issued	22,869,191	17,533,332
Common Stock, outstanding	22,869,191	17,533,332

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Jun. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Income Statement [Abstract]
Sales		$ 1,279		$ 8,959
Cost of Sales		524		3,054
Gross Profit		755		5,905
COSTS AND EXPENSES:
Acquisition costs	370,000		370,000
General and administrative	26,750	19,974	78,874	120,771
Interest expense - related parties	2,897	7,328	7,938	18,680
Interest expense	3,541		3,541
Total Cost and expenses	403,188	27,302	460,353	139,451
Loss before income tax provision	(403,188)	(26,547)	(460,353)	(133,546)
Income tax provision
NET LOSS	$ (403,188)	$ (26,547)	$ (460,353)	$ (133,546)
Loss per common share (in dollars per share)	$ (0.02)	$ 0	$ (0.03)	$ (0.01)
Weighted average common shares outstanding (in shares)	17,649,329	17,533,332	17,572,138	17,408,332

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
OPERATING ACTIVITIES:
Net loss	$ (460,353)	$ (133,546)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock based compensation		40,000
Accrued salary to related party	38,000	26,000
Changes in operating assets and liabilities
Inventories		2,192
Credit card payable		496
Accrued interest	3,541	17,703
Other current liabilities	14,576	17,252
NET CASH USED IN OPERATING ACTIVITIES	(404,236)	(29,903)
INVESTING ACTIVITIES:
Cash paid for Acquisition, net of cash acquired	(3,518,641)
NET CASH USED IN INVESTING ACTIVITIES	(3,518,641)
FINANCING ACTIVITIES:
Proceeds of loan from related parties		29,500
Repayment of related party loan	(193,662)	(1,010)
Proceeds from note payable, net of loan costs	4,865,083
NET CASH PROVIDED BY FINANCING ACTIVITIES	4,671,421	28,490
INCREASE (DECREASE) IN CASH	748,544	(1,413)
CASH - BEGINNING OF PERIOD	18,373	1,957
CASH - END OF PERIOD	766,917	544
Noncash investing and financing activities:
Debt incurred for acquisition, net of imputed interest	$ 1,736,442

Business

Business	9 Months Ended
	Sep. 30, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Business	NOTE 1 – Business Health-Right Discoveries, Inc. (the “ Company The Company developed a formulation platform and applied it to an initial product, Advanced H-Plex Defense Formula 11, its first product (“ H-Plex Defense Accordingly, during 2016 and to date in 2017, the Company shifted its focus to identifying and exploring various opportunities for growth and revenue generation through the acquisition of other products, technologies or companies in the natural biotech, healthcare, nutraceutical and related fields. On September 29, 2017, pursuant to a Securities Purchase Agreement entered into effective August 17, 2017, the Company acquired all the outstanding shares of Common Compounds, Inc. (“ CCI EZRX

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2017
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	NOTE 2 - Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the instructions to Form 10-Q and Article 8 of Regulation S-X of the United States Securities and Exchange Commission (the “ SEC Use of Estimates The preparation of the financial statements in conformity with Generally Accepted Accounting Principles (“ GAAP Cash The Company considers all short-term highly liquid investments with an original maturity at the date of purchase of three months or less to be cash equivalents. Revenue Recognition The Company follows the guidance of the Accounting Standards Codification (“ASC”) Topic 605, “Revenue Recognition”. We record revenue when persuasive evidence of an arrangement exists, product delivery has occurred, the selling price to the customer is fixed or determinable and collectability of the revenue is reasonably assured. The Company has not experienced any significant returns from customers and accordingly, in management’s opinion, no reserve for returns has been provided. Inventories Inventories, which consist of the Company’s product held for resale, are stated at the lower of cost, determined using the first-in, first-out, and net realizable value. Net realizable value is the estimated selling price, in the ordinary course of business, less estimated costs to complete and dispose of the product. If the Company identifies excess, obsolete or unsalable items, its inventories are written down to their realizable value in the period in which the impairment is first identified. Shipping and handling costs incurred for inventory purchases and product shipments are recorded in cost of sales in the Company’s statements of operations. Fair Value Measurements The Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures”, which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements. The estimated fair value of certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. The carrying amounts of our short and long-term credit obligations approximate fair value because the effective yields on these obligations, which include contractual interest rates are comparable to rates of returns for instruments of similar credit risk. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1 — quoted prices in active markets for identical assets or liabilities Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable Level 3 — inputs that are unobservable (for example cash flow modeling inputs based on assumptions) The Company does not have any assets or liabilities measured at fair value on a recurring basis. Accounting for Business Combinations In accordance with ASC Topic 805, “Business Combinations,” when accounting for business combinations we are required to recognize the assets acquired, liabilities assumed, contractual contingencies, noncontrolling interests and contingent consideration at their fair value as of the acquisition date. These items are recorded on our balance sheets as of the respective acquisition dates based upon their estimated fair values at such dates. The results of operations of acquired businesses are included in the statements of operations since their respective acquisition dates. The purchase price allocation process requires management to make significant estimates and assumptions with respect to intangible assets, estimated contingent consideration payments and/or pre-acquisition contingencies, all of which ultimately affect the fair value of intangibles established as of the acquisition date. Intangibles acquired in business combinations is assigned to the reporting unit(s) expected to benefit from the combination as of the acquisition date and is then subsequently tested for impairment at least annually. Although we believe the assumptions and estimates we have made have been reasonable and appropriate, they are based in part on historical experience and information obtained from the management of the acquired entities and are inherently uncertain. Examples of critical estimates in accounting for acquisitions include but are not limited to: ● the estimated fair value of the acquisition-related contingent consideration, which is performed using a probability-weighted income approach based upon the forecasted achievement of post-acquisition pre-determined targets; ● the future expected cash flows from sales of products and services and related contracts and agreements; and ● discount and long-term growth rates. Unanticipated events and circumstances may occur which could affect the accuracy or validity of our assumptions, estimates or actual results. Additionally, any change in the fair value of the acquisition-related contingent consideration subsequent to the acquisition date, including changes resulting from events that occur after the acquisition date, such as changes in our estimated fair value of the targets that are expected to be achieved, will be recognized in earnings in the period of the change in estimated fair value. Intangible assets Intangible assets are significant components of our balance sheets. Our policies regarding the valuation of intangible assets affect the amount of future amortization and possible impairment charges we may incur. Assumptions and estimates about future values and remaining useful lives of our intangible and other long-lived assets are complex and subjective. They can be affected by a variety of factors, including external factors such as consumer spending habits and general economic trends, and internal factors such as changes in our business strategy and our internal forecasts. In accordance with ASC 350, we will review the carrying value of intangible assets of each of our reporting units on an annual basis, or more frequently upon the occurrence of certain events or substantive changes in circumstances, based on either a qualitative assessment or a two-step impairment test. Stock-based compensation The Company recognizes compensation expense for stock-based compensation in accordance with ASC Topic 718. For employee stock-based awards, the fair value of the award is calculated on the date of grant using the Black-Scholes method for stock options and the quoted price of our common stock for common shares; the expense is recognized over the service period for awards expected to vest. For non-employee stock-based awards, the fair value of the award on the date of grant is calculated in the same manner as employee awards. However, the awards are revalued at the end of each reporting period and the pro rata compensation expense is adjusted accordingly until such time the nonemployee award is fully vested, at which time the total compensation recognized to date equals the fair value of the stock-based award as calculated on the measurement date, which is the date at which the award recipient’s performance is complete. The estimation of stock-based awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from original estimates, such amounts are recorded as a cumulative adjustment in the period estimates are revised. Advertising Advertising and marketing expenses are charged to operations as incurred. Income Taxes The company uses the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized. ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The Company has no material uncertain tax positions for any of the reporting periods presented.

Acquisition

Acquisition	9 Months Ended
	Sep. 30, 2017
Business Combinations [Abstract]
Acquisition	NOTE 3 – Acquisition On September 29, 2017, pursuant to a Securities Purchase Agreement entered into effective August 17, 2017, the Company acquired all the outstanding shares of Common Compounds, Inc. (“ CCI EZRX The $6.1 million purchase price consists of $3.6 million cash and a $2.5 million five-year non-interest-bearing note, payable at $500,000 per year (subject to downward adjustment if certain financial targets are not met). Interest on the non-interest-bearing note has been imputed using 12.75% interest rate (see Note 5). The Company shifted its business focus to identifying and exploring various opportunities for growth and revenue generation through the acquisition of other products, technologies or companies in the natural biotech, healthcare, nutraceutical and related fields. The total consideration of the net assets purchased is as follows: Cash $ 3,600,000 1,751,580 shares of common stock issued 175,158 Note payable 2,500,000 Imputed interest (763,558 ) Total Purchase Price $ 5,511,600 The following table presents the preliminary allocation of the total purchase cost of the shares purchased, based on their estimated fair values as of the acquisition date: Cash $ 81,359 Current assets 747,422 Other non-current assets 11,167 Intangible assets 5,961,934 Current liabilities (1,290,282 ) Net assets acquired $ 5,511,600 Acquisition costs of $370,000 were incurred and expensed.

Going Concern

Going Concern	9 Months Ended
	Sep. 30, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Going Concern	NOTE 4 – Going Concern The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has generated minimal revenues since inception. The Company has sustained losses since inception, and has an accumulated deficit of $1,437,153 at September 30, 2017. These factors among others raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time. The continuing operations of the Company are dependent upon its ability to continue to raise adequate financing and to commence profitable operations in the future and repay its liabilities arising from normal business operations as they become due. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty. HRD will continue to seek profitable acquisition targets within the healthcare space with companies ranging in $5-10M in revenues and $1-5M in EBITDA. The Company is currently working through its integration plan with both acquisitions and will continue to seek acquisition candidates.

Notes payable

Notes payable	9 Months Ended
	Sep. 30, 2017
Debt Disclosure [Abstract]
Notes payable	NOTE 5 – Notes payable In connection with financing a portion of the cash purchase for CCI and EZRX, the Company issued a secured convertible promissory note to a lender for $5.0 million. Interest is payable monthly, at 12.75% per annum and the note matures on September 29, 2020. The note can be converted at any time in whole or in part at $0.44 per share. In addition, the lender received 3,584,279 shares of common stock valued at $0.10 per share along with a 2% original issue discount. The total amount of the discount is $493,345. The Company had incurred $34,917 in loan costs. Both the discount and loan costs are presented as a reduction of the note payable. The Company, as part of consideration for the purchase of CCI and EZ, issued a $2.5 million promissory note to the seller. The note is non-interest bearing with five annual payments of $500,000 (subject to adjustment to $377,400 if the business of CCI and EZ does not meet certain financial targets in 2017 and 2018) and matures on September 30, 2022. Interest has been imputed at 12.75% per annum. Upon each annual payment date (each, a “ Due Date fair market value provided, further

Stockholders' Equity

Stockholders' Equity	9 Months Ended
	Sep. 30, 2017
Stockholders' Deficiency:
Stockholders' Equity	NOTE 6 – Stockholders’ Equity The Company has authorized 100,000,000 shares of common stock $.001 par value and 5,000,000 shares of preferred stock $.001 par value. On September 29, 2017, the Company issued 1,751,580 shares of common stock to the seller as part of for the purchase of CCI and EZRX (see Note 3 On May 1, 2017, the Company issued 150,000 stock options from its 2015 Stock Option Incentive Plan for legal services rendered. These options are exercisable at $0.35 per share.

Related Party

Related Party	9 Months Ended
	Sep. 30, 2017
Related Party Transactions [Abstract]
Related Party	NOTE 7 – Related Party Since inception, the Company has relied in large part on loans from James Pande and David Hopkins, its principal shareholders, to fund its operations. Mr. Pande and Mr. Hopkins advanced money to help fund the Company’s operations. Interest rates ranged from 2.9% - 7.5%, per annum. The balance due as of September 30, 2017 and December 31, 2016 was $0 and $193,662, respectively, including accrued interest. The Company’s board of directors approved a salary to the Company’s president in the amount of $52,000 per annum plus a car allowance of $600 per month. As of September 30, 2017, and December 31, 2016, the amounts unpaid and accrued amount aggregated were $207,000 and $169,000, respectively.

Income Taxes

Income Taxes	9 Months Ended
	Sep. 30, 2017
Income Tax Disclosure [Abstract]
Income Taxes	NOTE 8 – Income Taxes As of September 30, 2017, the Company had approximately $1,437,153 of federal and state net operating loss carryovers (“NOLs”) which begin to expire in 2031. Utilization of the NOLs may be subject to limitation under the Internal Revenue Code Section 382 should there be a greater than 50% ownership change as determined under regulations. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the assessment, management has established a full valuation allowance against the entire deferred tax asset relating to NOLs for every period because it is more likely than not that all of the deferred tax asset will not be realized. The Company files U.S. federal and state of Florida tax returns that are subject to audit by tax authorities beginning with the year ended December 31, 2013. The Company’s policy is to classify assessments, if any, for tax and related interest and penalties as tax expense.

Subsequent events

Subsequent events	9 Months Ended
	Sep. 30, 2017
Subsequent Events [Abstract]
Subsequent events	NOTE 9 – Subsequent events The Company has evaluated subsequent events through the date that the financial statements were issued and determined that there were no subsequent events requiring adjustment to or disclosure in the financial statements.

Summary of Significant Accoun15

Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2017
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the instructions to Form 10-Q and Article 8 of Regulation S-X of the United States Securities and Exchange Commission (the “ SEC
Use of Estimates	Use of Estimates The preparation of the financial statements in conformity with Generally Accepted Accounting Principles (“ GAAP
Cash	Cash The Company considers all short-term highly liquid investments with an original maturity at the date of purchase of three months or less to be cash equivalents.
Revenue Recognition	Revenue Recognition The Company follows the guidance of the Accounting Standards Codification (“ASC”) Topic 605, “Revenue Recognition”. We record revenue when persuasive evidence of an arrangement exists, product delivery has occurred, the selling price to the customer is fixed or determinable and collectability of the revenue is reasonably assured. The Company has not experienced any significant returns from customers and accordingly, in management’s opinion, no reserve for returns has been provided.
Inventories	Inventories Inventories, which consist of the Company’s product held for resale, are stated at the lower of cost, determined using the first-in, first-out, and net realizable value. Net realizable value is the estimated selling price, in the ordinary course of business, less estimated costs to complete and dispose of the product. If the Company identifies excess, obsolete or unsalable items, its inventories are written down to their realizable value in the period in which the impairment is first identified. Shipping and handling costs incurred for inventory purchases and product shipments are recorded in cost of sales in the Company’s statements of operations.
Fair Value Measurements	Fair Value Measurements The Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures”, which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements. The estimated fair value of certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. The carrying amounts of our short and long-term credit obligations approximate fair value because the effective yields on these obligations, which include contractual interest rates are comparable to rates of returns for instruments of similar credit risk. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1 — quoted prices in active markets for identical assets or liabilities Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable Level 3 — inputs that are unobservable (for example cash flow modeling inputs based on assumptions) The Company does not have any assets or liabilities measured at fair value on a recurring basis.
Accounting for Business Combinations	Accounting for Business Combinations In accordance with ASC Topic 805, “Business Combinations,” when accounting for business combinations we are required to recognize the assets acquired, liabilities assumed, contractual contingencies, noncontrolling interests and contingent consideration at their fair value as of the acquisition date. These items are recorded on our balance sheets as of the respective acquisition dates based upon their estimated fair values at such dates. The results of operations of acquired businesses are included in the statements of operations since their respective acquisition dates. The purchase price allocation process requires management to make significant estimates and assumptions with respect to intangible assets, estimated contingent consideration payments and/or pre-acquisition contingencies, all of which ultimately affect the fair value of intangibles established as of the acquisition date. Intangibles acquired in business combinations is assigned to the reporting unit(s) expected to benefit from the combination as of the acquisition date and is then subsequently tested for impairment at least annually. Although we believe the assumptions and estimates we have made have been reasonable and appropriate, they are based in part on historical experience and information obtained from the management of the acquired entities and are inherently uncertain. Examples of critical estimates in accounting for acquisitions include but are not limited to: ● the estimated fair value of the acquisition-related contingent consideration, which is performed using a probability-weighted income approach based upon the forecasted achievement of post-acquisition pre-determined targets; ● the future expected cash flows from sales of products and services and related contracts and agreements; and ● discount and long-term growth rates. Unanticipated events and circumstances may occur which could affect the accuracy or validity of our assumptions, estimates or actual results. Additionally, any change in the fair value of the acquisition-related contingent consideration subsequent to the acquisition date, including changes resulting from events that occur after the acquisition date, such as changes in our estimated fair value of the targets that are expected to be achieved, will be recognized in earnings in the period of the change in estimated fair value.
Intangible assets	Intangible assets Intangible assets are significant components of our balance sheets. Our policies regarding the valuation of intangible assets affect the amount of future amortization and possible impairment charges we may incur. Assumptions and estimates about future values and remaining useful lives of our intangible and other long-lived assets are complex and subjective. They can be affected by a variety of factors, including external factors such as consumer spending habits and general economic trends, and internal factors such as changes in our business strategy and our internal forecasts. In accordance with ASC 350, we will review the carrying value of intangible assets of each of our reporting units on an annual basis, or more frequently upon the occurrence of certain events or substantive changes in circumstances, based on either a qualitative assessment or a two-step impairment test.
Stock-based compensation	Stock-based compensation The Company recognizes compensation expense for stock-based compensation in accordance with ASC Topic 718. For employee stock-based awards, the fair value of the award is calculated on the date of grant using the Black-Scholes method for stock options and the quoted price of our common stock for common shares; the expense is recognized over the service period for awards expected to vest. For non-employee stock-based awards, the fair value of the award on the date of grant is calculated in the same manner as employee awards. However, the awards are revalued at the end of each reporting period and the pro rata compensation expense is adjusted accordingly until such time the nonemployee award is fully vested, at which time the total compensation recognized to date equals the fair value of the stock-based award as calculated on the measurement date, which is the date at which the award recipient’s performance is complete. The estimation of stock-based awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from original estimates, such amounts are recorded as a cumulative adjustment in the period estimates are revised.
Advertising	Advertising Advertising and marketing expenses are charged to operations as incurred.
Income Taxes	Income Taxes The company uses the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized. ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The Company has no material uncertain tax positions for any of the reporting periods presented.

Acquisition (Tables)

Acquisition (Tables)	9 Months Ended
	Sep. 30, 2017
Business Combinations [Abstract]
Consideration of net assets purchased	The total consideration of the net assets purchased is as follows: Cash $ 3,600,000 1,751,580 shares of common stock issued 175,158 Note payable 2,500,000 Imputed interest (763,558 ) Total Purchase Price $ 5,511,600
Schedule of allocation of purchase cost	The following table presents the preliminary allocation of the total purchase cost of the shares purchased, based on their estimated fair values as of their acquisition date: Cash $ 81,359 Current assets 747,422 Other non-current assets 11,167 Intangible assets 5,961,934 Current liabilities (1,290,282 ) Net assets acquired $ 5,511,600

Acquisition (Details)

Acquisition (Details) - Common Compounds Inc EzPharmaRx LLC	Sep. 29, 2017USD ($)
Cash	$ 3,600,000
1,751,580 shares of common stock issued	175,158
Note payable	2,500,000
Imputed interest	(763,558)
Total Purchase Price	$ 5,511,600

Acquisition (Details 1)

Acquisition (Details 1) - Common Compounds Inc EzPharmaRx LLC	Sep. 29, 2017USD ($)
Cash	$ 81,359
Current assets	747,422
Other non-current assets	11,167
Intangible assets	5,961,934
Current liabilities	(1,290,282)
Net assets acquired	$ 5,511,600

Acquisition (Details Narrative)

Acquisition (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended		9 Months Ended
	Sep. 29, 2017	Sep. 30, 2017	Jun. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Acquisition costs		$ 370,000		$ 370,000
Common Compounds Inc EzPharmaRx LLC
Purchase price	$ 6,100,000
Cash	3,600,000
Non-interest-bearing note	3,600,000
Payable	$ 500,000
Interest on non-interest-bearing	12.75%

Going Concern (Details Narrativ

Going Concern (Details Narrative) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accumulated deficit	$ (1,437,153)	$ (976,800)

Notes payable (Details Narrativ

Notes payable (Details Narrative) - USD ($)	1 Months Ended
	Sep. 29, 2017	Sep. 30, 2017	Dec. 31, 2016
Common stock issued		22,869,191	17,533,332
Common Compounds Inc EzPharmaRx LLC
Financing Cost	$ 5,000,000
Interest rate	12.75%
Maturity Date	Sep. 29, 2020
Annual payment	$ 500,000
Interest imputed rate	12.75%
Common Compounds Inc EzPharmaRx LLC | Lender
Common stock issued	3,584,279
Price per Share	$ 0.10
Discount	$ 493,345
Loan costs	34,917
Promissory note	$ 2,500,000

Stockholders' Equity (Details N

Stockholders' Equity (Details Narrative) - USD ($)	May 01, 2017	Sep. 29, 2017	Sep. 30, 2017	Dec. 31, 2016
Common stock, authorized			100,000,000	100,000,000
Common stock, par value (in dollars per share)			$ 0.001	$ 0.001
Stock issued			22,869,191	17,533,332
Preferred stock, authorized			5,000,000	5,000,000
Preferred stock, par value (in dollars per share)			$ 0.001	$ 0.001
Common Compounds Inc EzPharmaRx LLC
Financing Cost		$ 5,000,000
Common Compounds Inc EzPharmaRx LLC | Seller
Stock issued		1,751,580
Common Compounds Inc EzPharmaRx LLC | Lender
Stock issued		3,584,279
2015 Stock Option Incentive Plan [Member]
Number of share issued for services	150,000
Option exerciseable price	$ 0.35

Related Party (Details Narrativ

Related Party (Details Narrative) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2016
Salary to officer per month		$ 38,000	$ 26,000
Mr. James. Pande [Member] | Secured Future Advance Promissory Note [Member]
Maturity date	Jul. 31, 2017
Mr. James. Pande [Member] | Secured Promissory [Member]
Outstanding amount	$ 0	$ 0	$ 193,662
Mr. James. Pande [Member] | Secured Promissory [Member] | Minimum [Member]
Borrowing bear interest rate	2.90%	2.90%
Mr. James. Pande [Member] | Secured Promissory [Member] | Maximum [Member]
Borrowing bear interest rate	7.50%	7.50%
Mr. David Hopkins [Member]
Salary to officer per month	$ 52,000
Car allowance per month	600
Unpaid compensation expenses to officers	$ 207,000	$ 207,000		$ 169,000

Income Taxes (Details Narrative

Income Taxes (Details Narrative)	9 Months Ended
	Sep. 30, 2017USD ($)
Income Tax Disclosure [Abstract]
Federal and state net operating loss carryovers	$ 1,437,153
Expiration date	2,031
Description of utilization of NOLs	Utilization of the NOLs may be subject to limitation under the Internal Revenue Code Section 382 should there be a greater than 50% ownership change as determined under regulations.