Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Jun. 27, 2019 | Jun. 30, 2018 | |
Details | |||
Registrant CIK | 0001543272 | ||
Fiscal Year End | --12-31 | ||
Registrant Name | MJ BIOTECH, INC. | ||
SEC Form | 10-K | ||
Period End date | Dec. 31, 2018 | ||
Tax Identification Number (TIN) | 45-2282672 | ||
Number of common stock shares outstanding | 338,368,257 | ||
Public Float | $ 346,613 | ||
Filer Category | Non-accelerated Filer | ||
Current with reporting | No | ||
Interactive Data Current | No | ||
Voluntary filer | No | ||
Well-known Seasoned Issuer | No | ||
Shell Company | false | ||
Small Business | true | ||
Emerging Growth Company | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 000-54616 | ||
Entity Incorporation, State or Country Code | WY | ||
Entity Address, Address Line One | 4781 North Congress Avenue, Suite 1102 | ||
Entity Address, City or Town | Boynton Beach | ||
Entity Address, State or Province | FL | ||
Entity Address, Postal Zip Code | 33426 | ||
City Area Code | 561 | ||
Local Phone Number | 563-3830 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2018 | ||
Document Fiscal Period Focus | FY |
Statement of Financial Position
Statement of Financial Position - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
CURRENT ASSETS | ||
Cash | $ 1 | $ 82 |
TOTAL ASSETS | 1 | 82 |
CURRENT LIABILITIES | ||
Accounts payable and accrued expenses | 556,096 | 451,838 |
Accounts payable - related party | 89,376 | 92,007 |
Note payable - related party | 26,780 | 2,536 |
Notes Payable | 67,000 | 49,000 |
Convertible notes payable (net of discount) | 607,425 | 408,630 |
Derivative Liability | 1,129,772 | 792,898 |
Total Current Liabilities | 2,476,449 | 1,796,909 |
Total Liabilities | 2,476,449 | 1,796,909 |
Commitments and Contingencies | 0 | 0 |
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Preferred stock; $0.0001 par value, 20,000,000 shares authorized, 5,273,700 and 3,554,000 issued or outstanding respectively, as of December 31, 2018 and December 31, 2017 respectively, | 528 | 356 |
Common stock; $0.0001 par value, 980,000,000 shares authorized, 66,636,816 and 32,303,283 issued and outstanding as of December 31, 2018 and December 31, 2017, respectively | 6,664 | 3,231 |
Additional paid-in capital | 12,814,511 | 12,659,977 |
Accumulated deficit | (15,298,151) | (14,460,391) |
Total Stockholders' Equity (Deficit) | (2,476,448) | (1,796,827) |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | $ 1 | $ 82 |
Income Statement
Income Statement - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
OTHER INCOME (EXPENSE) | ||
NET LOSS | $ (837,760) | $ (1,071,348) |
Statement of Cash Flows
Statement of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Details | ||
NET LOSS | $ (837,760) | $ (1,071,348) |
Change in Debt discount | 86,925 | 84,688 |
Financing fees, Shares issued and note penalties | 136,588 | 251,916 |
Shares issued for consulting | 42,590 | 289 |
Change in Accounts Receivable | 0 | 1,000 |
Change in Derivative Liability | 412,705 | 325,407 |
Increase in accounts payable and accrued liabilities | 104,123 | 204,090 |
Increase in accounts payable and accrued liabilities - related party | 21,613 | 8,273 |
Net Cash Used in Operating Activities | (33,081) | (195,685) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds issuance of Preferred stock | 15,000 | 0 |
Proceeds (payments) from notes payable | 18,000 | 169,000 |
Increase (Decrease) in Cash | (81) | (26,685) |
Cash and Cash Equivalents, at Carrying Value, Beginning Balance | 82 | 26,767 |
Cash and Cash Equivalents, at Carrying Value, Ending Balance | $ 1 | $ 82 |
Organization, Consolidation and
Organization, Consolidation and Presentation of Financial Statements Disclosure | 12 Months Ended |
Dec. 31, 2018 | |
Notes | |
Organization, Consolidation and Presentation of Financial Statements Disclosure | NOTE 1- ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES Nature of Operations On April 12, 2017, the Company changed its name to MJ Biotech, Inc. to better represent the new direction the Company. MJ Biotech has also changed its state of incorporation to the state of Wyoming. The change of domicile took place on August 25, 2017. On July 27, 2017 the Company changed focus toward Nutraceuticals. On August 6, 2018 the Company began production of Medical Hemp based CBD infused Teas and Herbs. On October 23, 2018 the Company changed its focus solely to the production and distribution of Hemp (CBD) infused Teas and Herb products. Pursuant to that we have created a line of CBD infused Teas for distribution through our Joint Venture agreements with Florida based MarijuanaDoctor.com., with 15 locations statewide and with Simply Herbal a Health and Wellness center located in Tennessee, along with our e-Commerce store. On December 20, 2018 President Trump signed the landmark bill which in effect legalized the growing of Hemp. Due to that bill it is now legal to transport Hemp across lines. This bill further accelerated the enormous expansion in the cannabis sector. Agreements During the year 2018 the Company entered into the following Agreements on; On October 4 the Company executed a non-binding Letter of Intent to acquire an operating Cannabis Farm located in Oregon. The Letter of Intent was accepted by the current owners of the Cannabis Farm. This agreement was terminated February 4, On October 22, 2018 the Company executed a Joint Venture Agreement with a water distribution Company headquartered in Bulgaria. As of October 23, 2018, the Binding Letter of Agreement for the proposed acquisition of Zen Hero, Inc., was terminated. On October 26, 2018 The Companies wholly owned subsidiary MJ Syndicated, Inc a Florida Corporation signed a Joint Venture Agreement with MarijuanaDoctor.com. for the distribution of CBD infused Teas for with MarijuanaDoctor.com. which operates 15 Marijuana Licensing clinics in the state of Florida. On November 27, 2018 MJ Syndicated, Inc a Florida Corporation signed a Joint Venture Agreement with SIMPLY HERBALS, Nervanah Herbal Medicine Company (the Joint Venture Partners, JVP), whereas SIMPLY HERBAL will have exclusive rights to sell the CBD TEA in the State of Tennessee Audited Financial Statements The audited financial statements included herein have been prepared by MJ Biotech, Inc. (formerly Michael James Enterprises, Inc.) (the Company) in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (the SEC). We believe that all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the periods presented have been reflected herein and that the disclosures made are adequate to make the information not misleading. These financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. During the period from inception through December 31, 2018, the Company has generated minimal revenues and has an accumulated deficit of ($15,298,151). The continuation of the Company as a going concern is dependent upon the continued financial support from its management, its ability to generate profits from the Company s future operations, identify future investment opportunities and obtain the necessary debt or equity financing. These factors raise substantial doubt regarding the Companys ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Accounting Methods The Companys financial statements are prepared using the accrual method of accounting. The Company has elected a calendar year-end. The consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (US GAAP) and include the accounts of the Company and its wholly-owned subsidiaries. All material intercompany balances and transactions have been eliminated in consolidation. Basic and Diluted Loss Per Share The Company presents both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including convertible debt, stock options, and warrants, using the treasury stock method, and convertible securities, using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. The Company had accumulated deficit of $15,298,151 as of December 31, 2018 so the diluted EPS excluded all dilutive potential shares in the diluted EPS because their effect is anti-dilutive. The Company had outstanding warrants to purchase 5,000,000 shares of common stock all of which expired November 2017. The Company also has outstanding notes with interest of $69,895 and convertible notes with interest of $818,122 that could be converted into additional shares as of December 31, 2018. Cash Equivalents The Company considers all highly liquid investments with maturities of three months or less when purchased to be cash equivalents. Fair Value of Financial Instruments The Financial Accounting Standards Board issued ASC (Accounting Standards Codification) 820-10 (SFAS No. 157), Fair Value Measurements and Disclosures" for financial assets and liabilities. ASC 820-10 provides a framework for measuring fair value and requires expanded disclosures regarding fair value measurements. FASB ASC 820-10 defines fair value as the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. FASB ASC 820-10 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs, where available. The following summarizes the three levels of inputs required by the standard that the Company uses to measure fair value: · · · The Companys financial instruments consist of cash, accounts payable, convertible notes payable, advances from related parties, and derivative liabilities. The estimated fair value of cash, accounts payable, convertible notes payable and advances from related parties approximate their carrying amounts due to the short-term nature of these instruments. The carrying amounts of the Company s financial instruments as of December 31, 2017 and 2018, reflect: Level 1 Level 2 Level 3 Total Fair value of convertible notes derivative liability December 31, 2017 $ $ $ 792,898 $ 792,898 Level 1 Level 2 Level 3 Total Fair value of convertible notes derivative liability December 31, 2018 $ $ $ 1,129,772 $ 1,129,772 The carrying amount of accounts payable and accrued expenses are considered to be representative of their respective fair values because of the short-term nature of these financial instruments. Use of Estimates The preparation of financial statements 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 date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Revenue Recognition The Company recognizes revenues and the related costs when persuasive evidence of an arrangement exists, delivery and acceptance has occurred, or service has been rendered, the price is fixed or determinable, and collection of the resulting receivable is reasonably assured. Amounts invoiced or collected in advance of product delivery or providing services are recorded as deferred revenue. The Company accrues for warranty costs, sales returns, bad debts, and other allowances based on its historical experience. The Company has recognized minimal revenue since inception. Income Taxes Federal Income taxes are not currently due since we have had losses since inception. On December 22, 2017 H.R. 1, originally known as the Tax Cuts and Jobs Act, (the Tax Act) was enacted. Among the significant changes to the U.S. Internal Revenue Code, the Tax Act lowers the U.S. federal corporate income tax rate (Federal Tax Rate) from 35% to 21% effective January 1, 2018. The Company will compute its income tax expense for the years ended December 31, 2017 and 2016 using a Federal Tax Rate of 21%. Income taxes are provided based upon the liability method of accounting pursuant to ASC 740-10-25 Income Taxes Recognition. Deferred income tax amounts reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax reporting purposes. As of December 31, 2018, we had a net operating loss carry-forward of approximately $(15,298,151) and a deferred tax asset of approximately $3,212,612 using the statutory rate of 21%. The deferred tax asset may be recognized in future periods, not to exceed 20 years. However, due to the uncertainty of future events we have booked valuation allowance of $(3,212,612). FASB ASC 740 prescribes recognition threshold and measurement attributes for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FASB ASC 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. At December 31, 2018, the Company had not taken any tax positions that would require disclosure under FASB ASC 740. December 31, 2017 December 31, 2018 Deferred Tax Asset $ 1,013,316 $ 3,212,612 Valuation Allowance (1,013,316) (3,212,612) Deferred Tax Asset (Net) $ - $ - Although Management believes that its estimates are reasonable, no assurance can be given that the final tax outcome of these matters will not be different than that which is reflected in our tax provisions. Ultimately, the actual tax benefits to be realized will be based upon future taxable earnings levels, which are very difficult to predict. No provision was made for federal income tax, since the Company had an overall net operating loss and has accumulated net operating loss carryforwards. For the years ended December 31, 2018, and 2017, no income tax expense has been realized as a result of operations and no income tax penalties and/or interest have been accrued related to uncertain tax positions. The Company files income tax returns in the U.S. federal jurisdiction. These filings are subject to a three-year statute of limitations. The Companys evaluation of income tax positions included the years ended December 2014 through 2018 could be subject to agency examinations. No filings are currently under examination. No adjustments have been made to reduce the estimated income tax benefit at fiscal year-end or at the quarterly reporting dates. Any valuations relating to these income tax provisions will comply with U.S. generally accepted accounting principles. Stock-Based Compensation The Company records stock-based compensation using the fair value method. Equity instruments issued to employees and the cost of the services received as consideration are accounted for in accordance with ASC 718 Stock Compensation and are measured and recognized based on the fair value of the equity instruments issued. All transactions with non-employees in which goods or services are the consideration received for the issuance of equity instruments are accounted for in accordance with ASC 515 Equity-Based Payments to Non-Employees, based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. New Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases, which is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018 with early adoption permitted. Under Accounting Standards Update 2016-02, lessees will be required to recognize for all leases at the commencement date a lease liability, which is a lessees obligation to make lease payments arising from a lease measured on a discounted basis, and a right-to-use asset, which is an asset that represents the lessees right to use or control the use of a specified asset for the lease term. The Company is currently evaluating the effect that the new guidance will have on its financial statements and related disclosures. In May 2017, the FASB amended authoritative guidance on modifications related to stock compensation, codified in ASC 718, Compensation - Stock Compensation. The amendments provide guidance on determining which changes to the terms and conditions of share-based payment awards require an entity to apply modification accounting. The guidance is effective for the Company as of the first quarter of its fiscal year ending January 31, 2019. The Company does not believe the update will have a material impact on its financial statements. In August 2018, the FASB amended Fair Value Measurement (Topic 820) The amendments in this Update modify the disclosure requirements on fair value measurements in Topic 820, based on the concepts in the Concepts Statement, including the consideration of costs and benefits. an entity shall disclose at a minimum to promote the appropriate exercise of discretion by entities when considering fair value measurement disclosures and to clarify that materiality is an appropriate consideration of entities and their auditors when evaluating disclosure requirements. The amendments in this Update are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019 The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on the Companys financial statements or its financial position or results of operations. Long Lived Assets Periodically the Company assesses potential impairment of its long-lived assets, which include property, equipment and acquired intangible assets, in accordance with the provisions of ASC Topic 360, Property, Plant and Equipment. The Company recognizes impairment losses on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets carrying values. An impairment loss would be recognized in the amount by which the recorded value of the asset exceeds the fair value of the asset, measured by the quoted market price of an asset or an estimate based on the best information available in the circumstances. There were no such losses recognized during 2017 or 2018. Property, Equipment and Intangible Assets Property and equipment are carried at cost, less accumulated depreciation. Additions are capitalized and maintenance and repairs are charged to expense as incurred. Intangible assets consist of acquired web site domains and web site content and are carried at cost, less accumulated amortization. Depreciation and amortization is provided principally on the straight-line basis method over the estimated useful lives of the assets. |
NOTE 2 - RELATED PARTY TRANSACT
NOTE 2 - RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2018 | |
Notes | |
NOTE 2 - RELATED PARTY TRANSACTIONS | NOTE 2 - RELATED PARTY TRANSACTIONS Management Services On November 19, 2018 the company issued 660,000 shares of preferred series B shares to Maxine Pierson as compensation for her services. Each preferred series B is convertible into 100 shares of the companys common stock. On May 28, 2018, Fernando Lopez resigned as the Chief Operating Officer and Director, of MJ Biotech, Inc. Mr. Lopez' resignation was due to personal reasons and did not reflect any concerns and/or disagreements relating to MJ Biotech, Inc., its operations, policies or practices. Simultaneous with is resignation, Mr. Lopez agreed to return all company stock issued to him during the tenure of his association with MJ Biotech, Inc. As of this date the shares have not been returned. On February 21, 2018 and on April 12, 2018 the company issued 1,000,000 shares of Common Stock to Maxine Pierson as compensation for her services As of December 31, 2018, the company owes Integrated Capital Partners, Inc. (Nevada) $70,596 in expenses paid for the Company. The Companys former CEO (James Farinella) is the controlling shareholder of Integrated Capital Partners, Inc. (Nevada). In February 2017 the Companys then CEO, James Farinella, assigned his rights to the Voluptas provisional patents that he owns and all intellectual property rights to Voluptas for 2,350,000 preferred B shares of the Company. On May 10, 2017 the provisional patent was updated and re-filed increasing the protection covering more than 10 delivery methods. The provisional patent has since expired, and the Company has shifted its focus to the manufacture, sale and distribution of hemp derived CDB products. In 2017, Mr. Farinella surrendered 120,000 Preferred B shares to pay off loans owed to three trust accounts and those trust accounts were issued 40,000 preferred C shares each. James Farinella now owns 1,696,400 preferred B shares of the Company and 400,000 preferred C shares of the Company. James Farinella also retired 8,425,000 common shares and now owns no common shares of the Company. As of December 31, 2018, the Company owes James M. Farinella the previous CEO, $3,036 in expenses paid for the Company. In January 2017 the Companys Chief Operating Officer, Gina Morreale, was issued 240,000 Preferred B shares. The Company agreed to issue these shares to Ms. Morreale in 2016 for her joining the Company as an Officer and Director. Subsequently, Ms. Morreale resigned as an Officer and Director of the Company and relinquished the 240,000 preferred B shares. Also, in January 2017 the company issued 660,000 shares of preferred series B shares to Raj Pamnani in relation to the RP Capital acquisition. Each preferred series B is convertible into 100 shares of the companys common stock. |
Debt Disclosure
Debt Disclosure | 12 Months Ended |
Dec. 31, 2018 | |
Notes | |
Debt Disclosure | NOTE 3 - CONVERTIBLE PROMISSORY NOTES PAYABLE On February 4, 2016, the Company entered into a $121,000 10% Convertible Promissory Note with Tangiers Investment Group, LLC, a non-affiliate. The term is for one year, with an original issuance discount of $11,000 for due diligence and legal costs. The Note is convertible at the option of the Holder into Common Stock of the Company at a conversion price which shall be equal to 50% of the lowest trading price of the Companys Common Stock during the 20 trading days prior to the election to convert. See Note 4 for discussion of the derivative liability. On March 23, 2016, the Company entered into a $60,500 10% Convertible Promissory Note with Vista Capital Investments, LLC. a non-affiliate. The term is for two years, with an original issuance discount of $5,500 for due diligence and legal costs. The Note is convertible at the option of the Holder into Common Stock of the Company at a conversion price which shall be equal to 55% of the lowest trading price of the Companys Common Stock during the 20 trading days prior to the election to convert. See Note 4 for discussion of the derivative liability. In connection with the note payable the Company is obligated to issue 200,000 shares of common stock that was valued at $120,000. Out of the full consideration $55,000 was recorded as debt discount and the remaining $65,000 was included in interest expense. On March 24, 2016, the Company entered into a $60,500 10% Convertible Promissory Note with Tangiers Investment Group, LLC, a non-affiliate. The term is for one year, with an original issuance discount of $5,500 for due diligence and legal costs. The Note is convertible at the option of the Holder into Common Stock of the Company at a conversion price which shall be equal to 55% of the lowest trading price of the Companys Common Stock during the 20 trading days prior to the election to convert. See Note 4 for discussion of the derivative liability. On December 5, 2016, the Company entered into a $79,000 10% Convertible Promissory Note with GHS Investments, LLC, a non-affiliate. The term is for eight months, with an original issuance discount of $9,000 for due diligence and legal costs. The Note is convertible at the option of the Holder into Common Stock of the Company at a conversion price which shall be equal to the lower of $.09 or 55% of the lowest trading price of the Companys Common Stock during the 20 trading days prior to the election to convert. See Note 4 for discussion of the derivative liability. On December 16, 2016, the Company entered into a $63,250 12% Convertible Promissory Note with Auctus Fund, LLC, a non-affiliate. The term is for nine months, with an original issuance discount of $8,250 for due diligence and legal costs. The Note is convertible at the option of the Holder into Common Stock of the Company at a conversion price which shall be equal to the lower of $.09 or 50% of the lowest trading price of the Companys Common Stock during the 25 trading days prior to the election to convert. See Note 4 for discussion of the derivative liability. On January 5, 2017, the Company entered into a $53,000 8% Convertible Promissory Note with Power Up Lending Group, LTD, a non-affiliate. The term of the Note is for 9 months, with an original issuance discount of $3,000 for due diligence and legal costs. The Note is convertible after 180days into Common Stock of the Company at a conversion price which shall be equal to 55% of the average of the three lowest trading prices of the Companys Common Stock during the 10 trading days prior to the election to convert. See Note 4 for discussion of the derivative liability. Power Up Lending Group, LTD has declared the Company in default of its obligations under the Note. On March 7, 2017, the Company entered into a $25,000 12% Convertible Promissory Note with Vista Capital Investments, LLC, a non-affiliate. The term of the Note is for two years, with an original issuance discount of $5,000 for due diligence and legal costs. The Note is convertible at the option of the Holder into Common Stock of the Company at a conversion price which shall be equal to 50% of the lowest trading price of the Companys Common Stock during the 25 trading days prior to the election to convert. See Note 4 for discussion of the derivative liability. On March 7, 2017, the Company entered into a $5,000,000 equity line with Tangier Investment Group, LLC which will require a registration statement to be filed. The Company no longer intends to move forward on the equity line. As part of the Equity line the Company entered into a commitment note for $29,000 with no interest. The Note is convertible at the option of the Holder into Common Stock of the Company at a conversion price, which shall be equal to 50% of the lowest trading price of the Companys Common Stock during the 25 trading days prior to the election to convert. See Note 4 for discussion of the derivative liability. On March 13, 2017 the Company entered into a $43,000 8% Convertible Promissory Note with Power Up Lending Group, LTD, a non-affiliate. The term of the Note is for 9 months, with an original issuance discount of $3,000 for due diligence and legal costs. The Note is convertible after 180 days into Common Stock of the Company at a conversion price which shall be equal to 55% of the average of the three lowest trading prices of the Companys Common Stock during the 10 trading days prior to the election to convert. See Note 4 for discussion of the derivative liability. Power Up Lending Group, LTD has declared the Company in default of its obligations under the Note. On January 17, 2017 Vista Capital Investments, LLC converted $10,000 of its $60,500 note dated March 23, 2016 at a conversion price of $0.01925 for 519,481 shares. On January 24, 2017 Tangiers Investment Group, LLC converted $19,943 of its $121,000 note dated February 4, 2016 at a conversion price of $0.0175 for 1,139,600 shares. On January 30, 2017 Vista Capital converted $14,500 of its $60,500 note dated March 23, 2016 at a conversion price of $0.01375 for 1,054,545 shares. On February 22, 2017 Tangiers Investment Group, LLC converted $10,119 of its $121,000 note dated February 4, 2016 at a conversion price of $.0061 for 1,658,852 shares. On March 3, 2017 Vista Capital Investments, LLC converted $5,637.50 of its $60,500 note dated March 23, 2016 at a conversion price of $0.00451 for 1,250,000 shares. On March 9, 2017 GHS Investments, LLC converted $4,100 of its $66,500 note it acquired from Tangiers Investment Group, LLC dated March 24, 2016 at a conversion price of $0.0041 for 1,000,000 shares. On March 17, 2017 Collier Investments, LLC converted $7,995 of its $75,000 note it acquired from Tangiers Investment Group, LLC dated February 4, 2016 at a conversion price of $0.00410 for 1,950,000 shares. On April 7, 2017 GHS Investments, LLC. converted $3,300 of its note originally owned by Tangiers Investment Group, LLC dated March 24, 2016 at a conversion price of $0.0033 for 1,000,000 common shares. On May 2, 2017 the Company entered into a Securities Purchase Agreement with GPL Ventures LLC the agreement allows the Company to draw down up to $10,000,000 over the term of the agreement with a maximum drawdown of $125,000 at one time. On May 16, 2017, the Company entered into a $10,000,000 equity line with GPL Ventures, LLC, which will require a registration statement to be filed. As part of the Equity line the Company entered into a commitment note for $100,000. The term of the Note is for 6 months. The Note is convertible at the option of the Holder into Common Stock of the Company at a conversion price, which shall be equal to 80% of the lowest trading price of the Companys Common Stock during the 20 trading days prior to the election to convert. The company no longer plans on moving forward with GPL Ventures, LLC on the equity line. On May 24, 2017 the Company entered into a $10,000 12% Convertible Promissory Note with Power Up Lending Group, LTD, a non-affiliate. The term of the Note is for 9 months, with an original issuance discount of $3,000 for due diligence and legal costs. The Note is convertible at the option of the Holder into Common Stock of the Company at a conversion price which shall be equal to 58% of the average of the three lowest trading prices of the Companys Common Stock during the 10 trading days prior to the election to convert. Power Up Lending Group, LTD has declared the Company in default of its obligations under the Note. On July 6, 2017 Power Up Lending Group LTD. converted $1,070 of its $53,000 note dated January 5, 2017 at a conversion price of $0.00092 for 1,163,043 common shares. On July 21, 2017 Power Up Lending Group LTD. converted $795 of its $53,000 note dated January 5, 2017 at a conversion price of $0.00068 for 1,169,118 common shares. On July 27, 2017 Power Up Lending Group LTD. converted $890 of its $53,000 note dated January 5, 2017 at a conversion price of $0.00064 for 1,390,625 common shares. On August 2, 2017 Power Up Lending Group LTD. converted $770 of its $53,000 note dated January 5, 2017 at a conversion price of $0.00055 for 1,400,000 common shares. On August 9, 2017 Power Up Lending Group LTD. converted $770 of its $53,000 note dated January 5, 2017 at a conversion price of $0.00055 for 1,400,000 common shares. On January 5, 2018 Power Up Lending Group LTD. converted $855.00 of its $53,000 note dated January 5, 2017 at a conversion price of $0.00061 for 1,401,639 common shares. On January 22, 2018 GHS Investments, LLC. converted $717.20 of its note originally owned by Tangiers Investment Group, LLC dated March 24, 2016 at a conversion price of $0.00044 for 1,630,000 common shares. On March 6, 2018 Power Up Lending Group LTD. converted $1,790.00 of its $53,000 note dated January 5, 2017 at a conversion price of $0.0011 for 1,627,273 common shares. On March 21, 2018 Power Up Lending Group LTD. converted $1,610 of its $53,000 note dated January 5, 2017 at a conversion price of $0.00099 for 1,626,262 common shares. On March 23, 2018 Auctus Fund LLC. converted $191 of its $63,250 note dated December 16, 2016 at a conversion price of $0.000117 for 1,631,800 common shares. On April 3, 2018 Power, up Lending Group LTD converted $2,440 of its $53,000 note dated January 5, 2017 at a conversion price of $.0012 for 2,033,333 common shares. On April 9, 2018 GHS Investments converted $1,012 of its note originally owned by Tangiers Investment Group, LLC dated March 24, 2016 at a conversion price of $0.00044 for 2,300,000 common shares. On Nov. 26, 2018 Power, up Lending Group LTD converted $3,985 of its $53,000 note dated January 5, 2017 at a conversion price of $.0015 for 2,656,667 common shares. On Dec. 6, 2018 Power, up Lending Group LTD converted $3,445 of its $53,000 note dated January 5, 2017 at a conversion price of $.0013 for 2,657,692 common shares. On Dec. 17, 2018 Power, up Lending Group LTD converted $3,190 of its $53,000 note dated January 5, 2017 at a conversion price of $.0012 for 2,658,333 common shares. On Dec. 21, 2018 Power, up Lending Group LTD converted $2,735 of its $53,000 note dated January 5, 2017 at a conversion price of $.00103 for 2,655,340 common shares. On Dec. 24, 2018 Power, up Lending Group LTD converted $2,740 of its $53,000 note dated January 5, 2017 at a conversion price of $.00103 for 2,660,194 common shares. NOTE 3A - PROMISSORY NOTES PAYABLE On September 11, 2017, the Company entered two Promissory Notes for $5,000 each with an unrelated private party. The Notes bear interest at the rate of 4% per annum and are due on January 30, 2018. These notes are currently in default. On October 25, 2017 the Company entered into a Promissory Note for $29,500 with an unrelated private Party. The Note bears interest at the rate of 4% per annum and has a due date of April 30, 2018. This note is currently in default. On December 7, 2017 the Company entered into a Promissory Note for $9,000 with an unrelated private Party. The note bears interest at the rate of 4% per annum and has a due date of April 30, 2018. This note is currently in default. On February 1, 2018 the Company entered into a Promissory Note for $10,000 with an unrelated private Party. The note bears interest at the rate of 4% per annum and has a due date of June 30, 2018. This note is currently in default On March 15, 2018 the Company entered two Promissory Notes for $5,000 each with an unrelated private party. The Notes bear interest at the rate of 4% per annum and are due on June 30, 2018. These notes are currently in default. On March 30, 2018 the Company entered into a Promissory Note for $3,000 with an unrelated private Party. The note bears interest at the rate of 4% per annum and has a due date of June 30, 2018. This note is currently in default NOTE 4 - DERIVATIVE LIABILITY The Company issued financial instruments in the form of convertible notes with embedded conversion features. The convertible notes payable has conversion rates which are indexed to the market value of the Companys common stock price. The Companys derivative liabilities have been valued as Level 3 instruments. We value the derivative liability using a lattice model, with a volatility of 363% and using a risk-free interest rate of 2.63% Price protection clauses of the conversion features of the 2017 and 2018 convertible notes (see Note 3) triggered derivative accounting under GAAP . Derivative Liability Balance as of December 31, 2016 $ 467,491 Additions 109,267 Conversions (5,774) Change in derivative liability 221,914 Ending Balance December 31, 2017 $ 792,898 Additions - Conversions (75,831) Change in derivative liability 412,705 Ending Balance December 31, 2018 $ 1,129,772 |
Stockholders' Equity Note Discl
Stockholders' Equity Note Disclosure | 12 Months Ended |
Dec. 31, 2018 | |
Notes | |
Stockholders' Equity Note Disclosure | NOTE 5 - COMMON STOCK AND COMMON STOCK WARRANTS Common Stock On January 17, 2017 Vista Capital Investments, LLC converted $10,000 of its $60,500 note dated March 23, 2016 at a conversion price of $0.01925 for 519,481 shares. On January 24, 2017 Tangiers Investment Group, LLC converted $19,943 of its $121,000 note dated February 4, 2016 at a conversion price of $0.0175 for 1,139,600 shares. On January 30, 2017 Vista Capital converted $14,500 of its $60,500 note dated March 23, 2016 at a conversion price of $0.01375 for 1,054,545 shares. On February 22, 2017 Tangiers Investment Group, LLC converted $10,119 of its $121,000 note dated February 4, 2016 at a conversion price of $0.0061 for 1,658,852 shares. On March 3, 2017 Vista Capital Investments, LLC converted $5,637.50 of its $60,500 note dated March 23, 2016 at a conversion price of $0.00451 for 1,250,000 shares. On March 9, 2017 GHS Investments, LLC converted $4,100 of its $66,500 note it acquired from Tangiers Investment Group, LLC dated March 24, 2016 at a conversion price of $0.0041 for 1,000,000 shares. On March 17, 2017 Collier Investments, LLC converted $7,995 of its $75,000 note it acquired from Tangiers Investment Group, LLC dated February 4, 2016 at a conversion price of $0.00410 for 1,950,000 shares. On April 7, 2017 GHS Investments, LLC. converted $3,300 of its note originally owned by Tangiers Investment Group, LLC dated March 24, 2016 at a conversion price of $0.0033 for 1,000,000 common shares. On July 6, 2017 Power Up Lending Group LTD. converted $1,070 of its $53,000 note dated January 5, 2017 at a conversion price of $0.00092 for 1,163,043 common shares. On July 21, 2017 Power Up Lending Group LTD. converted $795 of its $53,000 note dated January 5, 2017 at a conversion price of $0.00068 for 1,169,118 common shares. On August 9, 2017 Power Up Lending Group LTD. converted $765 of its $53,000 note dated January 5, 2017 at a conversion price of $0.00055 for 1,390,625 common shares. On August 2, 2017 Power Up Lending Group LTD. converted $770 of its $53,000 note dated January 5, 2017 at a conversion price of $0.00055 for 1,400,000 common shares. On August 9, 2017 Power Up Lending Group LTD. converted $770 of its $53,000 note dated January 5, 2017 at a conversion price of $0.00055 for 1,400,000 common shares. On January 2, 2018 Power Up Lending Group LTD. converted $855 of its $53,000 note dated January 5, 2017 at a conversion price of $0 061 for 1,401,639 common shares. On January 22, 2018 GHS Investments, LLC. converted $717 of its note originally owned by Tangiers Investment Group, LLC dated March 24, 2016 at a conversion price of $0 044 for 1,630,000 common shares. On January 22, 2018 the Company issued 3,920,000 shares for services valued at $19,620. On March 6, 2018 Power Up Lending Group LTD. converted $1,790 of its $53,000 note dated January 5, 2017 at a conversion price of $0.0011 for 1,627,273 common shares On March 21, 2018 Power Up Lending Group LTD. converted $1,610 of its $53,000 note dated January 5, 2017 at a conversion price of $0.00099 for 1,626,262 common shares. On March 23, 2018 Auctus Fund LLC. converted $191 of its $63,250 note dated December 16, 2016 at a conversion price of $0.000117 for 1,631,800 common shares. On April 3, 2018 Power Up Lending Group LTD converted $2,440 of its $53,000 note dated January 5, 2017 at a conversion price of $.0012 for 2,033,333 common shares. On April 9, 2018 GHS Investments converted $1,012 of its note originally owned by Tangiers Investment Group, LLC dated March 24, 2016 at a conversion price of $0.00044 for 2,300,000 common shares. During the Quarter ended June 30, 2018 the Company issued Shares for services 4,875,000 valued at $24,400. On Nov. 26, 2018 Power, up Lending Group LTD converted $3,985 of its $53,000 note dated January 5, 2017 at a conversion price of $.0015 for 2,656,667 common shares. On Dec. 6, 2018 Power, up Lending Group LTD converted $3,445 of its $53,000 note dated January 5, 2017 at a conversion price of $.0013 for 2,657,692 common shares. On Dec. 17, 2018 Power, up Lending Group LTD converted $3,190 of its $53,000 note dated January 5, 2017 at a conversion price of $.0012 for 2,658,333 common shares. On Dec. 21, 2018 Power, up Lending Group LTD converted $2,735 of its $53,000 note dated January 5, 2017 at a conversion price of $.00103 for 2,655,340 common shares. On Dec. 24, 2018 Power, up Lending Group LTD converted $2,740 of its $53,000 note dated January 5, 2017 at a conversion price of $.00103 for 2,660,194 common shares. NOTE 6 PREFERRED STOCK As of December 31, 2018, the Company had 4,000 Preferred A shares, 5,109,700 Preferred B shares and 160,000 Preferred C shares. All issued and outstanding Preferred shares have a par value $.0001 per shares. During the year ended December 31, 2014, the Company sold $5,000 principal amount of Series A 5% Cumulative Convertible Preferred Stock, at a price of $1.25 per Share. These Shares bear annual cumulative dividends of 5%, payable at the option of the Company in cash or Shares of Common Stock. At the option of the holder, beginning one year from the date of issuance the Shares are convertible into Shares of Common Stock at a price of $1.25 per Share. Of the Preferred B shares that were issued during the year ended 2018, 660,000 were issued to current Officers and members of the Board of Directors. Each preferred series B is convertible into 100 shares of the companys common stock. On or about November 19, 2018, the Company issued 1,328,000 shares of Series B Preferred Stock at par value of $0.0001 for the amount of $133 On or about April 26, 2018, the Company sold 231,200 shares of Series B Preferred Stock for the amount of $15,000. Prior to June 30, 2018 the Company issued 955,000 shares of Series B Preferred Stock for services valued at $4,780. In February 2017 the Companys CEO, James Farinella, assigned his rights to the Voluptas provisional patents that he owns and all intellectual property rights to Voluptas for 2,350,000 preferred B shares of the Company. On May 10, 2017 the provisional patent was updated and refilled increasing the protection covering more than 10 delivery methods. In February 2017 the Companys Chief Executive Officer, James M. Farinella, was issued 660,000 Preferred B shares. The Company agreed to issue these shares to Mr. Farinella in 2016 for him joining the Company as an Officer and Director. Mr. Farinella surrendered 120,000 Preferred B shares to pay of loans owed to three trust accounts and those trust accounts were issued 40,000 preferred C shares each. At the end of December 31, 2018 Mr. Farinella owned 1,696,400 Shares of Preferred B stock and 400,000 Shares of Preferred C stock. In January 2017 the Companys Chief Operating Officer, Gina Morreale, was issued 240,000 Preferred B shares. The Company agreed to issue these shares to Ms. Morreale in 2016 for her joining the Company as an Officer and Director. Subsequently, Ms. Morreale resigned as an Officer and Director of the Company and relinquished the 240,000 preferred B shares. Also, in January 2017 the company issued 660,000 shares of preferred series B shares to Raj Pamnani in relation to the RP Capital acquisition. In August of 2016 the Company also created a Certificate of Designation for a preferred C class as an investment class of stock that carries no voting rights and converts into 100 shares of common for every preferred C share owned. Additionally, these shares only allow the holder to convert into common and own no more than 9.9% of the outstanding at any point in time. There are 160,000 Preferred C shares issued and outstanding as of December 31, 2018. |
Substantial Doubt about Going C
Substantial Doubt about Going Concern | 12 Months Ended |
Dec. 31, 2018 | |
Notes | |
Substantial Doubt about Going Concern | NOTE 7 - GOING CONCERN The Company's financial statements are prepared using Generally Accepted Accounting Principles applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company has recently accumulated significant losses and has negative working capital. All of these items raise substantial doubt about its ability to continue as a going concern. Management's plans with respect to alleviating the adverse financial conditions that caused management to express substantial doubt about the Company's ability to continue as a going concern are as follows: We have incurred net losses of $15,298,151 since inception through December 31, 2018. The report of our independent registered public accounting firm on our financial statements for the year ended December 31, 2018 contains an explanatory paragraph regarding our ability to continue as a going concern based upon our loss from operations and working capital deficit. These factors, among others, raise substantial doubt about our ability to continue as a going concern. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty. There are no assurances we will be successful in our efforts to generate revenues or report profitable operations or to continue as a going concern, in which event investors would lose their entire investment in our company. The Company is currently trying to raise new debt or equity to for acquisitions regarding setting up a facility for the manufacturing nutraceutical Teas and Herbs infused with CBD oils and powders If the Company is not successful in the development and implementation of a concept which produces positive cash flows from operations, the Company may be forced to continue to raise additional equity or debt financing to fund its ongoing obligations or risk ceasing doing business. There can be no assurance that the Company will be able to achieve its business plans, raise any more required capital or secure the financing necessary to achieve its current operating plan. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plan described in the preceding paragraph and eventually attain profitable operations. |
Commitments and Contingencies D
Commitments and Contingencies Disclosure | 12 Months Ended |
Dec. 31, 2018 | |
Notes | |
Commitments and Contingencies Disclosure | NOTE 8 COMMITMENTS AND CONTINGENCIES On September 1, 2015, the Company received notice of an Administrative Complaint filed by the State of Florida Office of Financial Regulation (OFR) concerning certain private placement investments received by the Company during the period from 2011 to 2013 and the applicability of the registration exemption provisions of the Florida Statutes to said investments. The Company vigorously disputes the legal basis for this Administrative Complaint as it relates to the Company. Written submissions were presented to the OFR and the OFR designated hearing officer has rendered a recommendation that the Company should be fined in the amount of $980,000. The Company had reached a settlement with the OFR in the amount of $25,000. The Company was unable to pay the settlement amount and on July 3, 2017 an Order was entered against the Company, and in favor of the ORF, in the full amount sought of $980,000. As of the date of this Report, June 27, 2019 no Judgment has been entered. When the Company has the resources available it will contact the OFR to try to resurrect the prior settlement. The Company believes that it is likely that the previous offer of $25,000 will be accepted. This potential debt of $25,000 is included in account payable on the balance sheet On June 27, 2017 an assignor to the Companys former auditors (Friedman LLP) filed Suit against the Company in Superior Court of the State of New Jersey, Camden County, for $13,390 in alleged open invoices. Despite not being properly served the Plaintiff moved for, and received, a default Judgment for the $13,390, which was the full amount sought by the Plaintiff. On November 21, 2017 Power Up Lending Group, LTD. (Power Up) filed a Complaint in the United States District Court for the Eastern District of New York alleging the Company has defaulted on three convertible promissory notes in the aggregate amount of $155,000. It is the Companys position that it has not yet been properly served with the Summons and Complaint. On January 7, 2019 Power Up obtained (the Company feels improperly) a Judgment in the amount of $163,569.96. This is recorded on the Balance Sheet as notes and accrued interest. The Company intends to file a motion to vacate the Judgment when it has funds to do so. As of June 27, 2019, the date of this Report: Power Up Lending Group, LTD converted over $101,515 of principal and interest leaving a Judgment balance of $62,054.96. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2018 | |
Notes | |
Subsequent Events | NOTE 9 - SUBSEQUENT EVENTS During the Quarter Ended March 31, 2019 Power Up Lending Group, Ltd converted $ 101,515 of is Convertible Debt into 124,409,480 unrestricted Common Shares During the Quarter Ended March 31, 2019 Vista Capital Investments LLC converted $ 5,700 of is Convertible Debt into 9,500,000 unrestricted Common Shares During the Quarter Ended March 31, 2019 GHS Investments, LLC converted $ 5,300 of is Convertible Debt into 10,600,000 unrestricted Common Shares During the Quarter Ended March 31, 2019 Auctus Fund LLC converted $ 2946 of is Convertible Debt into 8,929,200 unrestricted Common Shares During the Quarter Ended March 31, 2019 11,000,000 Common Shares were issued for services. On February 3, 2019, the Company executed a non-binding Letter of Intent to acquire an operating Hemp Extraction CBD operating company. The Letter of Intent was accepted by the current owners of the Hemp Extraction CBD operating company. On February 4, 2019, the Company executed a non-binding Letter of Intent to acquire an operating Hemp Extraction CBD operating company. The Letter of Intent was accepted by the current owners of the Hemp Extraction CBD operating company. On February 4, 2019 the Company terminated a Letter of Intent agreement to purchase a Cannabis Farm located in Oregon. This agreement to purchase was entered into October 15, 2018. On March 11, 2019 the Company entered into a $36,000 12% Convertible Promissory Note with Auctus Fund, LLC, a non-affiliate. The term is for nine months, with an original issuance discount of $6,250 for due diligence and legal costs. The Note is convertible at the option of the Holder into Common Stock of the Company at a conversion price which shall be equal to the lower of $.09 or 50% of the lowest trading price of the Companys Common Stock during the 25 trading days prior to the election to convert. See Note 4 for discussion of the derivative liability. On May 8, 2019 the Company and VideoKall, Inc. Signed Letter of Intent for a Strategic Partnership in Telehealth which manufactures CLINICSTOP which is and unmanned Micro telehealth clinic. On May 13, 2019 the Company entered into a new Loan agreement for $50,395 consolidating $13,000 of current loans at an interest rate of 6% per annum. On May 16, 2019 the Company moved its principal executive offices from Wyoming to Florida In accordance with ASC 855, the Company has analyzed its operations subsequent to December 31, 2018 through the date these financial statements were issued, and has determined that it does not have any other material subsequent events to disclose in these financial statements. |
Organization, Consolidation a_2
Organization, Consolidation and Presentation of Financial Statements Disclosure: Nature of Operations (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Policies | |
Nature of Operations | Nature of Operations On April 12, 2017, the Company changed its name to MJ Biotech, Inc. to better represent the new direction the Company. MJ Biotech has also changed its state of incorporation to the state of Wyoming. The change of domicile took place on August 25, 2017. On July 27, 2017 the Company changed focus toward Nutraceuticals. On August 6, 2018 the Company began production of Medical Hemp based CBD infused Teas and Herbs. On October 23, 2018 the Company changed its focus solely to the production and distribution of Hemp (CBD) infused Teas and Herb products. Pursuant to that we have created a line of CBD infused Teas for distribution through our Joint Venture agreements with Florida based MarijuanaDoctor.com., with 15 locations statewide and with Simply Herbal a Health and Wellness center located in Tennessee, along with our e-Commerce store. On December 20, 2018 President Trump signed the landmark bill which in effect legalized the growing of Hemp. Due to that bill it is now legal to transport Hemp across lines. This bill further accelerated the enormous expansion in the cannabis sector. Agreements During the year 2018 the Company entered into the following Agreements on; On October 4 the Company executed a non-binding Letter of Intent to acquire an operating Cannabis Farm located in Oregon. The Letter of Intent was accepted by the current owners of the Cannabis Farm. This agreement was terminated February 4, On October 22, 2018 the Company executed a Joint Venture Agreement with a water distribution Company headquartered in Bulgaria. As of October 23, 2018, the Binding Letter of Agreement for the proposed acquisition of Zen Hero, Inc., was terminated. On October 26, 2018 The Companies wholly owned subsidiary MJ Syndicated, Inc a Florida Corporation signed a Joint Venture Agreement with MarijuanaDoctor.com. for the distribution of CBD infused Teas for with MarijuanaDoctor.com. which operates 15 Marijuana Licensing clinics in the state of Florida. On November 27, 2018 MJ Syndicated, Inc a Florida Corporation signed a Joint Venture Agreement with SIMPLY HERBALS, Nervanah Herbal Medicine Company (the Joint Venture Partners, JVP), whereas SIMPLY HERBAL will have exclusive rights to sell the CBD TEA in the State of Tennessee |
Organization, Consolidation a_3
Organization, Consolidation and Presentation of Financial Statements Disclosure: Basis of Accounting, Policy (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Policies | |
Basis of Accounting, Policy | Audited Financial Statements The audited financial statements included herein have been prepared by MJ Biotech, Inc. (formerly Michael James Enterprises, Inc.) (the Company) in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (the SEC). We believe that all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the periods presented have been reflected herein and that the disclosures made are adequate to make the information not misleading. These financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. During the period from inception through December 31, 2018, the Company has generated minimal revenues and has an accumulated deficit of ($15,298,151). The continuation of the Company as a going concern is dependent upon the continued financial support from its management, its ability to generate profits from the Company s future operations, identify future investment opportunities and obtain the necessary debt or equity financing. These factors raise substantial doubt regarding the Companys ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Accounting Methods The Companys financial statements are prepared using the accrual method of accounting. The Company has elected a calendar year-end. The consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (US GAAP) and include the accounts of the Company and its wholly-owned subsidiaries. All material intercompany balances and transactions have been eliminated in consolidation. |
Organization, Consolidation a_4
Organization, Consolidation and Presentation of Financial Statements Disclosure: Basic and Diluted Loss Per Share (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Policies | |
Basic and Diluted Loss Per Share | Basic and Diluted Loss Per Share The Company presents both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including convertible debt, stock options, and warrants, using the treasury stock method, and convertible securities, using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. The Company had accumulated deficit of $15,298,151 as of December 31, 2018 so the diluted EPS excluded all dilutive potential shares in the diluted EPS because their effect is anti-dilutive. The Company had outstanding warrants to purchase 5,000,000 shares of common stock all of which expired November 2017. The Company also has outstanding notes with interest of $69,895 and convertible notes with interest of $818,122 that could be converted into additional shares as of December 31, 2018. |
Organization, Consolidation a_5
Organization, Consolidation and Presentation of Financial Statements Disclosure: Cash Equivalents (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Policies | |
Cash Equivalents | Cash Equivalents The Company considers all highly liquid investments with maturities of three months or less when purchased to be cash equivalents. |
Organization, Consolidation a_6
Organization, Consolidation and Presentation of Financial Statements Disclosure: Fair Value of Financial Instruments (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Policies | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Financial Accounting Standards Board issued ASC (Accounting Standards Codification) 820-10 (SFAS No. 157), Fair Value Measurements and Disclosures" for financial assets and liabilities. ASC 820-10 provides a framework for measuring fair value and requires expanded disclosures regarding fair value measurements. FASB ASC 820-10 defines fair value as the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. FASB ASC 820-10 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs, where available. The following summarizes the three levels of inputs required by the standard that the Company uses to measure fair value: · · · The Companys financial instruments consist of cash, accounts payable, convertible notes payable, advances from related parties, and derivative liabilities. The estimated fair value of cash, accounts payable, convertible notes payable and advances from related parties approximate their carrying amounts due to the short-term nature of these instruments. The carrying amounts of the Company s financial instruments as of December 31, 2017 and 2018, reflect: Level 1 Level 2 Level 3 Total Fair value of convertible notes derivative liability December 31, 2017 $ $ $ 792,898 $ 792,898 Level 1 Level 2 Level 3 Total Fair value of convertible notes derivative liability December 31, 2018 $ $ $ 1,129,772 $ 1,129,772 The carrying amount of accounts payable and accrued expenses are considered to be representative of their respective fair values because of the short-term nature of these financial instruments. |
Organization, Consolidation a_7
Organization, Consolidation and Presentation of Financial Statements Disclosure: Use of Estimates (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Policies | |
Use of Estimates | Use of Estimates The preparation of financial statements 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 date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Organization, Consolidation a_8
Organization, Consolidation and Presentation of Financial Statements Disclosure: Revenue Recognition (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Policies | |
Revenue Recognition | Revenue Recognition The Company recognizes revenues and the related costs when persuasive evidence of an arrangement exists, delivery and acceptance has occurred, or service has been rendered, the price is fixed or determinable, and collection of the resulting receivable is reasonably assured. Amounts invoiced or collected in advance of product delivery or providing services are recorded as deferred revenue. The Company accrues for warranty costs, sales returns, bad debts, and other allowances based on its historical experience. The Company has recognized minimal revenue since inception. |
Organization, Consolidation a_9
Organization, Consolidation and Presentation of Financial Statements Disclosure: Income Taxes (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Policies | |
Income Taxes | Income Taxes Federal Income taxes are not currently due since we have had losses since inception. On December 22, 2017 H.R. 1, originally known as the Tax Cuts and Jobs Act, (the Tax Act) was enacted. Among the significant changes to the U.S. Internal Revenue Code, the Tax Act lowers the U.S. federal corporate income tax rate (Federal Tax Rate) from 35% to 21% effective January 1, 2018. The Company will compute its income tax expense for the years ended December 31, 2017 and 2016 using a Federal Tax Rate of 21%. Income taxes are provided based upon the liability method of accounting pursuant to ASC 740-10-25 Income Taxes Recognition. Deferred income tax amounts reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax reporting purposes. As of December 31, 2018, we had a net operating loss carry-forward of approximately $(15,298,151) and a deferred tax asset of approximately $3,212,612 using the statutory rate of 21%. The deferred tax asset may be recognized in future periods, not to exceed 20 years. However, due to the uncertainty of future events we have booked valuation allowance of $(3,212,612). FASB ASC 740 prescribes recognition threshold and measurement attributes for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FASB ASC 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. At December 31, 2018, the Company had not taken any tax positions that would require disclosure under FASB ASC 740. December 31, 2017 December 31, 2018 Deferred Tax Asset $ 1,013,316 $ 3,212,612 Valuation Allowance (1,013,316) (3,212,612) Deferred Tax Asset (Net) $ - $ - Although Management believes that its estimates are reasonable, no assurance can be given that the final tax outcome of these matters will not be different than that which is reflected in our tax provisions. Ultimately, the actual tax benefits to be realized will be based upon future taxable earnings levels, which are very difficult to predict. No provision was made for federal income tax, since the Company had an overall net operating loss and has accumulated net operating loss carryforwards. For the years ended December 31, 2018, and 2017, no income tax expense has been realized as a result of operations and no income tax penalties and/or interest have been accrued related to uncertain tax positions. The Company files income tax returns in the U.S. federal jurisdiction. These filings are subject to a three-year statute of limitations. The Companys evaluation of income tax positions included the years ended December 2014 through 2018 could be subject to agency examinations. No filings are currently under examination. No adjustments have been made to reduce the estimated income tax benefit at fiscal year-end or at the quarterly reporting dates. Any valuations relating to these income tax provisions will comply with U.S. generally accepted accounting principles. |
Organization, Consolidation _10
Organization, Consolidation and Presentation of Financial Statements Disclosure: Stock-Based Compensation (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Policies | |
Stock-Based Compensation | Stock-Based Compensation The Company records stock-based compensation using the fair value method. Equity instruments issued to employees and the cost of the services received as consideration are accounted for in accordance with ASC 718 Stock Compensation and are measured and recognized based on the fair value of the equity instruments issued. All transactions with non-employees in which goods or services are the consideration received for the issuance of equity instruments are accounted for in accordance with ASC 515 Equity-Based Payments to Non-Employees, based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. |
Organization, Consolidation _11
Organization, Consolidation and Presentation of Financial Statements Disclosure: New Accounting Pronouncements (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Policies | |
New Accounting Pronouncements | New Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases, which is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018 with early adoption permitted. Under Accounting Standards Update 2016-02, lessees will be required to recognize for all leases at the commencement date a lease liability, which is a lessees obligation to make lease payments arising from a lease measured on a discounted basis, and a right-to-use asset, which is an asset that represents the lessees right to use or control the use of a specified asset for the lease term. The Company is currently evaluating the effect that the new guidance will have on its financial statements and related disclosures. In May 2017, the FASB amended authoritative guidance on modifications related to stock compensation, codified in ASC 718, Compensation - Stock Compensation. The amendments provide guidance on determining which changes to the terms and conditions of share-based payment awards require an entity to apply modification accounting. The guidance is effective for the Company as of the first quarter of its fiscal year ending January 31, 2019. The Company does not believe the update will have a material impact on its financial statements. In August 2018, the FASB amended Fair Value Measurement (Topic 820) The amendments in this Update modify the disclosure requirements on fair value measurements in Topic 820, based on the concepts in the Concepts Statement, including the consideration of costs and benefits. an entity shall disclose at a minimum to promote the appropriate exercise of discretion by entities when considering fair value measurement disclosures and to clarify that materiality is an appropriate consideration of entities and their auditors when evaluating disclosure requirements. The amendments in this Update are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019 The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on the Companys financial statements or its financial position or results of operations. |
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Organization, Consolidation and Presentation of Financial Statements Disclosure: Long Lived Assets (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Policies | |
Long Lived Assets | Long Lived Assets Periodically the Company assesses potential impairment of its long-lived assets, which include property, equipment and acquired intangible assets, in accordance with the provisions of ASC Topic 360, Property, Plant and Equipment. The Company recognizes impairment losses on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets carrying values. An impairment loss would be recognized in the amount by which the recorded value of the asset exceeds the fair value of the asset, measured by the quoted market price of an asset or an estimate based on the best information available in the circumstances. There were no such losses recognized during 2017 or 2018. |
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Organization, Consolidation and Presentation of Financial Statements Disclosure: Property, Equipment and Intangible Assets (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Policies | |
Property, Equipment and Intangible Assets | Property, Equipment and Intangible Assets Property and equipment are carried at cost, less accumulated depreciation. Additions are capitalized and maintenance and repairs are charged to expense as incurred. Intangible assets consist of acquired web site domains and web site content and are carried at cost, less accumulated amortization. Depreciation and amortization is provided principally on the straight-line basis method over the estimated useful lives of the assets. |
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Organization, Consolidation and Presentation of Financial Statements Disclosure: Income Taxes: Schedule of Deferred Tax Assets and Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Tables/Schedules | |
Schedule of Deferred Tax Assets and Liabilities | December 31, 2017 December 31, 2018 Deferred Tax Asset $ 1,013,316 $ 3,212,612 Valuation Allowance (1,013,316) (3,212,612) Deferred Tax Asset (Net) $ - $ - |
Debt Disclosure_ Schedule of de
Debt Disclosure: Schedule of derivative liability (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Tables/Schedules | |
Schedule of derivative liability | Derivative Liability Balance as of December 31, 2016 $ 467,491 Additions 109,267 Conversions (5,774) Change in derivative liability 221,914 Ending Balance December 31, 2017 $ 792,898 Additions - Conversions (75,831) Change in derivative liability 412,705 Ending Balance December 31, 2018 $ 1,129,772 |
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Organization, Consolidation and Presentation of Financial Statements Disclosure: Income Taxes: Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Details | ||
Deferred Tax Asset | $ 3,212,612 | $ 1,013,316 |
Valuation Allowance | (3,212,612) | (1,013,316) |
Deferred Tax Asset (Net) | $ 0 | $ 0 |