Panacea Life Sciences (PLSH) 10-K 29 Mar 19 2018 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2018	Mar. 29, 2019	Jun. 30, 2018
Document And Entity Information
Entity Registrant Name	Exactus, Inc.
Entity Central Index Key	0001552189
Document Type	10-K
Document Period End Date	Dec. 31, 2018
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Non-accelerated Filer
Entity Emerging Growth Company	false
Entity Small Business	true
Entity Shell Company	false
Entity Public Float			$ 2,210,683
Entity Common Stock, Shares Outstanding		31,653,670
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2018

Balance Sheets

Balance Sheets - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Current Assets
Cash and cash equivalents	$ 1,960	$ 161,215
Prepaid expenses	12,330	11,458
Total current assets	14,290	172,673
TOTAL ASSETS	14,290	172,673
Current Liabilities
Accounts payable	923,429	735,051
Accrued expenses	46,875	582,236
Note payable	51,400	48,000
Convertible notes, net of unamortized debt discount	491,788	57,796
Derivative liability	1,742,000	930,000
Settlement payable	17,000	20,000
Interest payable	66,300	15,232
Total Current Liabilities	3,338,792	2,388,315
Long Term Liabilities:
Convertible notes payable	100,000	0
Total Long Term Liabilities	100,000	0
TOTAL LIABILITIES	3,438,792	2,388,315
Stockholders' (Deficit) Equity
Preferred stock	0	0
Common stock: 650,000,000 shares authorized; $0.0001 par value, 6,233,524 and 4,383,983 shares issued and outstanding, respectively	623	439
Additional paid-in capital	7,111,445	3,983,171
Accumulated deficit	(10,537,892)	(6,200,573)
Total Stockholders' Deficit	(3,424,502)	(2,215,642)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	14,290	172,673
Series A Preferred Stock [Member]
Stockholders' (Deficit) Equity
Preferred stock	0	0
Series B1 Preferred Stock [Member]
Stockholders' (Deficit) Equity
Preferred stock	280	280
Series B2 Preferred Stock [Member]
Stockholders' (Deficit) Equity
Preferred stock	868	868
Series C Preferred Stock [Member]
Stockholders' (Deficit) Equity
Preferred stock	173	173
Series D Preferred Stock [Member]
Stockholders' (Deficit) Equity
Preferred stock	$ 1	$ 0

Balance Sheets (Parenthetical)

Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2018	Dec. 31, 2017
Preferred stock, shares authorized	0.0001	0.0001
Preferred stock, par value per share	$ 50,000,000	$ 50,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, shares authorized	650,000,000	650,000,000
Common stock, par value per share	$ 0.0001	$ 0.0001
Common stock, shares issued	6,233,524	4,383,983
Common stock, shares outstanding	6,233,524	4,383,983
Series A Preferred Stock [Member]
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, par value per share	$ 0.0001	$ 0.0001
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Series B1 Preferred Stock [Member]
Preferred stock, shares authorized	32,000,000	32,000,000
Preferred stock, par value per share	$ 0.0001	$ 0.0001
Preferred stock, shares issued	2,800,000	2,800,000
Preferred stock, shares outstanding	2,800,000	2,800,000
Series B2 Preferred Stock [Member]
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, par value per share	$ 0.0001	$ 0.0001
Preferred stock, shares issued	8,684,000	8,684,000
Preferred stock, shares outstanding	8,684,000	8,684,000
Series C Preferred Stock [Member]
Preferred stock, shares authorized	1,733,334	1,733,334
Preferred stock, par value per share	$ 0.0001	$ 0.0001
Preferred stock, shares issued	1,733,334	1,733,334
Preferred stock, shares outstanding	1,733,334	1,733,334
Series D Preferred Stock [Member]
Preferred stock, shares authorized	200	200
Preferred stock, par value per share	$ 0.0001	$ 0.0001
Preferred stock, shares issued	45	0
Preferred stock, shares outstanding	45	0

Statements of Operations and Co

Statements of Operations and Comprehensive Loss - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Income Statement [Abstract]
Revenues	$ 0	$ 0
Operating Expenses
General and administration	1,932,607	1,219,309
Professional	203,619	499,522
Research and development	300,000	356,076
Impairment loss	0	1,050,000
Total operating expenses	2,436,226	3,124,907
Net loss from operations	(2,436,226)	(3,124,907)
Other Expenses:
Derivative loss	(828,694)	(667,200)
Loss on stock settlement	(607,929)	0
Interest expense	(464,470)	(68,568)
Total Other Expenses	(1,901,093)	(735,768)
Net loss before income taxes	(4,337,319)	(3,860,675)
Provision for income tax	0	0
Net Loss	$ (4,337,319)	$ (3,860,675)
Basic and Diluted Loss per Common Share	$ (0.91)	$ (0.91)
Weighted Average Number of Common Shares Outstanding	4,764,056	4,243,395

Statements of Stockholders' Equ

Statements of Stockholders' Equity (Deficit) - USD ($)	Series B1 Preferred Stock [Member]	Series B2 Preferred Stock [Member]	Series C Preferred Stock [Member]	Series D Preferred Stock [Member]	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Total
Balance, beginning of period, Shares at Dec. 31, 2016	2,800,000	8,584,000	1,733,334	0	4,258,983
Balance, beginning of period, Value at Dec. 31, 2016	$ 280	$ 858	$ 173	$ 0	$ 426	$ 3,838,244	$ (2,339,898)	$ 1,500,083
Issuance of Series B-2 preferred stock for cash, Shares		100,000
Issuance of Series B-2 preferred stock for cash, Value		$ 10				24,990		25,000
Cancellation of common stock issued for share-based payment, Shares					(62,500)
Cancellation of common stock issued for share-based payment, Value					$ (6)	(44)		(50)
Common stock issued for debt settlement, Shares					187,500
Common stock issued for debt settlement, Value					$ 19	119,981		120,000
Stock-based compensation								0
Net Loss							(3,860,675)	(3,860,675)
Balance, end of period, Shares at Dec. 31, 2017	2,800,000	8,684,000	1,733,334	0	4,383,983
Balance, end of period, Value at Dec. 31, 2017	$ 280	$ 868	$ 173	$ 0	$ 439	3,983,171	(6,200,573)	(2,215,642)
Issuance of Series D preferred stock for cash, Shares				45
Issuance of Series D preferred stock for cash, Value				$ 1		549,999		550,000
Common stock issued for debt settlement, Shares					214,834
Common stock issued for debt settlement, Value					$ 21	343,714		343,735
Common stock issued for services, Shares					250,000
Common stock issued for services, Value					$ 25	17,975		18,000
Common stock issued upon convesion of convertible debt, Shares					685,644
Common stock issued upon convesion of convertible debt, Value					$ 69	400,411		400,480
Common stock issued for services, Shares					125,000
Common stock issued for services, Value					$ 12	7,988		8,000
Common stock issued for settlement, Shares					574,063
Common stock issued for settlement, Value					$ 57	86,742		86,799
Warrants issued to Series B-2 holder						138,679		138,679
Related party debt forgiveness						1,355,372		1,355,372
Stock-based compensation						227,394		227,394
Net Loss							(4,337,319)	(4,337,319)
Balance, end of period, Shares at Dec. 31, 2018	2,800,000	8,684,000	1,733,334	45	6,233,524
Balance, end of period, Value at Dec. 31, 2018	$ 280	$ 868	$ 173	$ 1	$ 623	$ 7,111,445	$ (10,537,892)	$ (3,424,502)

Statements of Cash Flows

Statements of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Cash Flows From Operating Activities:
Net loss	$ (4,337,319)	$ (3,860,675)
Adjustments to reconcile net loss to cash used in operations:
Derivative expense	(828,694)	(667,200)
Officer and director stock payment	500,000	0
Stock-based compensation	227,394	0
Warrant expense	138,679	0
Amortization of discount and debt issuance costs for convertible notes	405,173	52,795
Impairment	0	1,050,000
Stock issued for services	26,000	0
Bad debt	607,929	78,315
(Increase) decrease in operating assets:
Prepaid expenses	(872)	8,214
Increase (decrease) in operating liabilities:
Accounts payable	188,378	210,241
Accrued expenses	905,946	523,757
Settlement payable	(3,000)	20,000
Interest payable	47,243	15,232
Net Cash Used In Operating Activities	(465,755)	(1,234,921)
Cash Flows From Investing Activities:
Net Cash Used In Investing Activities	0	0
Cash Flows From Financing Activities:
Proceeds from sale of Series B-2 Preferred Stock	0	25,000
Proceeds from sale of Series D Preferred Stock	50,000	0
Proceeds from issuance of note payable	103,400	48,000
Payments of principal on convertible notes	(25,000)	0
Proceeds from convertible loan notes	178,100	267,800
Net Cash Provided By Financing Activities	306,500	340,800
Net decrease in cash and cash equivalents	(159,255)	(894,121)
Cash and cash equivalents at beginning of period	161,215	1,055,336
Cash and cash equivalents at end of period	1,960	161,215
Supplemental Cash Flow Information:
Cash paid for interest	0	0
Cash paid for taxes	0	0
Non-Cash transactions investing and financing activity:
Forgiveness of debt by officers and directors	500,000	0
Proceeds from sale of Preferred Series D stock paid directly to settle amounts due to officers and directors	85,934	41,685
Accounts payable settled by common stock issued	46,295	0
Convertible notes settled by common stock	236,500	374,700
Initial beneficial conversion feature and debt discount on convertible notes	469,000	876,000
Initial derivative liability on convertible notes	400,480	0
Accounts payable settled on issuance of stock	$ 343,735	$ 120,000

BUSINESS DESCRIPTION

BUSINESS DESCRIPTION	12 Months Ended
	Dec. 31, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]
BUSINESS DESCRIPTION	Exactus, Inc. (the “Company”) was incorporated on January 18, 2008, as “Solid Solar Energy, Inc.” in the State of Nevada as a for-profit Company. On May 16, 2013, the Company filed a certificate of amendment to change its name to “Spiral Energy Tech., Inc.”. On February 29, 2016, the Company acquired all of the issued and outstanding capital stock of Exactus BioSolutions, Inc. (“Exactus BioSolutions”) pursuant to a Share Exchange Agreement, dated February 29, 2016, with Exactus BioSolutions (the “Share Exchange”). T Following the Share Exchange, the Company became a life science company that plans to develop and commercialize Point-of-Care (“POC”) diagnostics for measuring proteolytic enzymes in the blood based on a proprietary detection platform (the “New Business”). The Company’s primary product, the FibriLyzer, will employ a disposable test “biosensor” strip combined with a portable and easy to use hand held detection unit that provides a result in less than 30 seconds. The initial markets the Company intend to pursue for the FibriLyzer are (i) the management of hyperfibrinolytic states associated with surgery and trauma, (ii) obstetrics, (iii) acute events such as myocardial infarction and ischemic stroke, (iv) pulmonary embolism and deep vein thrombosis and (v) chronic coronary disease management. The Company expects to follow up the FibriLyzer with similar technology, the MatriLyzer, to detect collagenase levels in the blood for the detection of the recurrence of cancer. The Company intends to file to gain regulatory approval to sell its products in the United States, Canada and Europe. Management intends to primarily focus on the development and commercialization of the FibriLyzer and related technology exclusively licensed by Exactus. In December 2018, the Company expanded its focus to pursue opportunities in Cannabidiol (“CBD”). This decision was based in part on the passing of The Hemp Farming Act of 2018. The Act was signed into law during December 2018 and removes hemp (cannabis with less than 0.3% THC) from the Schedule I controlled substances list. Following passage, CBD derived from industrial hemp became legal in the US under federal law and in all 50 states, opening the door to develop and sell hemp-based CBD products nationwide. The Company’s goal is to rapidly establish one or more principal sources of supply and to develop wholesale and retail sales channels for CBD end-products to be sold to humans and for animal health, such as nutraceuticals, supplements and pet and farm products. The Company intends to follow regulatorily compliant pathways by adopting practices established by the FDA for CBD. Prior to the Company’s acquisition of Exactus BioSolutions pursuant to the Share Exchange, its primary business focus was on developing and commercializing drone technology (the “Former Business”). On January 11, 2019, the Board of Directors of the Company approved a reverse stock split of the Company’s Common Stock at a ratio of 1-for-8 (the “Reverse Stock Split”) including shares issuable upon conversion of the Company’s outstanding convertible securities. All share and per share values of the Company’s common stock for all periods presented in the accompanying consolidated financial statements are retroactively restated for the effect of the Reverse Stock Split in accordance with Staff Accounting Bulletin 4C.

GOING CONCERN

GOING CONCERN	12 Months Ended
	Dec. 31, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]
GOING CONCERN	These consolidated financial statements are presented on the basis that the Company will continue as a going concern. The going concern concept contemplates the realization of assets and satisfaction of liabilities in the normal course of business. No adjustment has been made to the carrying amount and classification of the Company’s assets and the carrying amount of its liabilities based on the going concern uncertainty. The Company has considered ASU 2014-15 in consideration of reporting requirements of the going concern financial statements. As of December 31, 2018, the Company had no products available for sale. There can be no assurance that the Company’s technology will be approved for sale or, if approved for sale, be commercially successful. In addition, The Company operates in an environment of rapidly changing technology and is dependent upon the continued services of its current consultants and subcontractors. The Company had a working capital deficit of approximately $3.3 million as of December 31, 2018 and incurred a net loss of approximately $4.3 million for the year then ended. Management Plans Over the last several months the Company and its advisors have been evaluating numerous opportunities and relationships to increase shareholder value. The Company identified the rapidly growing hemp-based CBD market as a valuable target for a new company focus. On January 8, 2019, the Company entered into a Master Product Development and Supply Agreement with Ceed2Med LLC (“C2M”). C2M owns and operates cGMP facilities located in the State of Florida and elsewhere and has the expertise, resources, skills and experience suitable for CBD rich ingredients including isolates, distillates, water soluble, and proprietary formulations. Under the Agreement, the Company has been allotted a minimum of 50 and up to 300 kilograms per month, and up to 2,500 kilograms annually, of CBD rich ingredients for resale. The Company expects to be able to offer tinctures, edibles, capsules, topical solutions and animal health products manufactured for the Company by C2M to satisfy demand for branded and white-label products that the Company intends to offer to sell in the future. The Company expects to begin marketing during the first quarter of 2019. The Company expects to realize revenue through our efforts, if successful, to sell wholesale and retail finished products to third parties. However, as the Company is in a start-up phase, in a new business venture, in a rapidly evolving industry, many of our costs and challenges are new and unknown. In order to fund the Company’s activities, the Company will need to raise additional capital either through the issuance of equity and/or the issuance of debt. In the first quarter of 2019, the Company accepted subscriptions in a private placement offering of common stock of approximately $3.0 million. The Company will need to obtain further funding through public or private equity offerings, debt financing, collaboration arrangements or other sources in order to continue. The issuance of any additional shares of common stock, preferred stock or convertible securities could be substantially dilutive to the Company’s stockholders. In addition, adequate additional funding may not be available on acceptable terms, or at all. If the Company is unable to raise capital, it would be forced to delay, reduce or eliminate research and development programs and may not be able to continue as a going concern.

SIGNIFICANT ACCOUNTING POLICIES

SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
	Dec. 31, 2018
Accounting Policies [Abstract]
SIGNIFICANT ACCOUNTING POLICIES	Basis of Presentation and Consolidation Use of Estimates. Cash and Cash Equivalents The Company consider all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. The carrying value of those investments approximates their fair market value due to their short maturity and liquidity. Cash and cash equivalents include cash on hand and amounts on deposit with financial institutions, which amounts may at times exceed federally insured limits. no amounts on deposit that exceeded federally insured limits. Stock-Based Compensation. Compensation - Stock Compensation “Equity-Based Payments to Non-Employees” Share-based expense related to the vesting of stock options and the grant of shares for services totaled $235,394 for the year ended December 31, 2018. There was no share-based expense for the year ended December 31, 2017. Research and Development Expenses. Research and Development Derivatives and Hedging- Contracts in Entity’s Own Equity. Derivatives and Hedging Fair Value Measurements ● Level 1—Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. ● Level 2—Valuations based on quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active and models for which all significant inputs are observable, either directly or indirectly. ● Level 3—Valuations based on inputs that are unobservable and significant to the overall fair value measurement. Liabilities are classified based on the lowest level of input that is significant to the fair value measurements. The Company has not transferred any liabilities between the classification levels. As of December 31, 2018 and 2017, the Company has no assets that are re-measured at fair value, and its liabilities re-measured at fair value consist of derivative liabilities embedded in convertible notes, which are measured using Level 3 inputs. See Note 6. Related Parties. ” Related Party Disclosures,” Income Taxes. Income Taxes Earnings per Share Earnings per Share 2018 2017 Stock Options 959,375 - Stock Warrants 644,083 208,458 Preferred Stock 2,602,167 1,652,167 Convertible Debt 22,134,849 424,479 Total 26,340,474 2,285,104 Recently Adopted Accounting Pronouncements In August 2014, the FASB issued ASU 2014-15, "Presentation of Financial Statements – Going Concern (Subtopic 205-40), effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. This standard provides guidance about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. The guidance is effective for annual reporting periods ending after December 15, 2016, and early adoption is permitted. The Company adopted this guidance on January 1, 2017, with no significant impact the Company’s consolidate financial position, results of operations or cash flows. In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting In August 2016, the FASB issued ASU 2016-15, Cash Flow Statements, Classification of Certain Cash Receipts and Cash Payments In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) Recent Accounting Pronouncements Not Yet Adopted In February 2016, the FASB issued ASU No. 2016-02 (Topic 842). Topic 842 amends a number of aspects of lease accounting, including requiring lessees to recognize leases with a term greater than one year as a right-of-use asset and corresponding liability, measured at the present value of the lease payments. In July 2018, the FASB issued supplemental adoption guidance and clarification to Topic 842 within ASU 2018-10 “Codification Improvements to Topic 842, Leases” and ASU 2018-11 “Leases (Topic 842): Targeted Improvements.” The new guidance aims to increase transparency and comparability among organizations by requiring lessees to recognize lease assets and lease liabilities on the balance sheet and requiring disclosure of key information about leasing arrangements. A modified retrospective application is required with an option to not restate comparative periods in the period of adoption. This guidance is effective for the Company on January 1, 2019 with early adoption permitted. The Company is currently evaluating the impact of the adoption of this standard on its consolidated financial statements, which will consist primarily of a balance sheet gross up of its operating leases to show equal and offsetting right-of-use assets and lease liabilities. The Company anticipates using the practical expedients that are included in the guidance for existing operating leases which allows a waiver of lease assessment of their respective classification under the new standard. The Company will adopt the requirements of the new standard as new arrangements are executed. On June 20, 2018, the FASB issued ASU 2018-07,1 which simplifies the accounting for share-based payments granted to nonemployees for goods and services. Under the ASU, most of the guidance on such payments to nonemployees would be aligned with the requirements for share-based payments granted to employees. Currently, share-based payment arrangements to nonemployees are accounted for under ASC 718,3 while nonemployee share-based payments issued for goods and services are accounted for under ASC 505-50. ASC 505-50. Before the amendment, the major difference for the Company (but not limited to) was the determination of measurement date which generally is the date on which the measurement of equity classified share-based payments becomes fixed. Equity classified share-based payments for employees was fixed at the time of grant and nonemployee share based payments. Equity-classified nonemployee share-based payment awards are no longer measured at the earlier of the date which a commitment for performance by the counterparty is reached or the date at which the counterparty’s performance is complete. They are now measured at the grant date of the award which is the same as share-based payments for employees. The Company adopt the requirements of the new rule in the first quarter of 2019. In January 2017, the FASB issued Accounting Standards Update 2017-04, “Intangibles-Goodwill and Other: Simplifying the Test for Goodwill Impairment” (ASU 2017-04). The standard simplifies the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. Under the amendments of ASU 2017-04, an entity should perform its goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity will recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value, but the loss cannot exceed the total amount of goodwill allocated to the reporting unit. ASU 2017-04 is effective for the calendar year ending December 31, 2020. The amendments require a prospective approach to adoption and early adoption is permitted for interim or annual goodwill impairment tests. The Company is currently evaluating the impact of this standard. In June 2016, the FASB issued ASU 2017-13, Financial Instruments-Credit Losses. The standard requires a financial asset (including trade receivables) measured at amortized cost basis to be presented at the net amount expected to be collected. Thus, the income statement will reflect the measurement of credit losses for newly-recognized financial assets as well as the expected increases or decreases of expected credit losses that have taken place during the period. This standard will be effective for the calendar year ending December 31, 2020. The Company is currently in the process of evaluating the impact of adoption of this ASU on its consolidated financial statements. In July 2017, the FASB issued ASU No. 2017-11, which amends the FASB Accounting Standards Codification. Part I of ASU No. 2017-11, Accounting for Certain Financial Instruments with Down Round Features, changes the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. The guidance is effective for reporting periods beginning after December 15, 2018 and interim periods within those fiscal years. Early adoption is permitted The Company is in the process of evaluating the impact of adopting the guidance on its consolidated financial statements.

NOTES PAYABLE

NOTES PAYABLE	12 Months Ended
	Dec. 31, 2018
Notes Payable [Abstract]
NOTES PAYABLE	On June 28, 2017, the Company issued to two of the Company’s executive officers a promissory note in the principal amount up to $100,000, which amount may be drawn upon by the Company as bridge financing for general working capital purposes. The promissory note accrues interest at a rate of 8.0% per annum and matures on the earlier of (i) one (1) year from the date of the promissory note, and (ii) the closing the sale of the Company’s securities in a single transaction or a series of related transactions from which at least $500,000 of gross proceeds are raised. As of December 31, 2018 and 2017, the Company has drawn $51,400 and $48,000, respectively, on the promissory notes. During the years ended December 31, 2018 and 2017, the Company recognized $3,981 and $1,967, respectively, of interest expense. As of December 31, 2018 and 2017, the notes had accrued interest balances of $5,928 and $1,967, respectively

CONVERTIBLE NOTES

CONVERTIBLE NOTES	12 Months Ended
	Dec. 31, 2018
Debt Disclosure [Abstract]
CONVERTIBLE NOTES	The Company’s convertible notes consist of the following as of December 31, 2018 and 2017: 2018 2017 Convertible note in the amount of $110,000 dated, August 14, 2017, accruing interest at an annual rate of 8%, matured on August 14, 2018, and convertible into common stock of the Company at a conversion price equal to the lesser of (i) $2.00 ($0.25 pre-split) and (ii) 60% of the average of the three lowest trading prices of the Company’s common stock during the twenty-day trading period prior to the conversion (the “Note”). The Company received net proceeds of $87,000 from the issuance of the Note , after deducting an original issue discount and debt issuance costs. On December 18, 2017, the Company further amended the Note to (i) increase the aggregate principal amount of the Note to $115,000 and (ii) extend the date by which the Company is required to cause the Registration Statement to become effective to January 4, 2018. On January 4, 2018, the Company further amended the Note to (i) increase the aggregate principal amount of the Note to $125,000 and (ii) extend the date by which the Company is required to cause the Registration Statement to become effective to February 1, 2018. In March 2018, the Company paid $25,000 towards principal of the Note. On May 7, 2018, the Company further amended the Note to (i) increase the aggregate principal amount of the Note to $121,481 and (ii) extend the date by which the Company is required to cause the Registration Statement to become effective to May 31, 2018. On June 11, 2018, the holder of the Note converted $10,000 of the principal of the Note into 22,727 post-split shares (181,818 pre-split shares) of common stock. On July 13, 2018, the holder of the note converted $10,500 of the principal of the Note to 116,667 post-split shares (933,334 pre-split shares) of common stock. On August 30, 2018, the holder of the Note converted $10,500 of the principal of the Note to 218,750 post-split shares (1,750,000 pre-split shares) of common stock. On November 13, 2018, the Company further amended the Note to (i) increase the aggregate principal amount of the Note by $10,000 and (ii) extend the date by which the Company is required to cause the Registration Statement to become effective to December 13, 2018. The Company determined that the conversion feature embedded in the Note required bifurcation and presentation as a liability. During the year ended December 31, 2017, the Company recorded an initial derivative liability of $240,000, resulting in initial derivative expense of $153,000, and an initial debt discount of $87,000 to be amortized into interest expense through the maturity of the Note. During the years ended December 31, 2018 and 2017, the Company recognized $68,589 and $41,411, respectively, of amortization expense. As of December 31, 2018 and 2017, the notes had principal balances of $101,481 and $115,000, respectively, and is carried at $101,481 an $46,411, respectively, net of remaining discounts of $0 and $68,589, respectively. $ 101,481 $ 46,411 Convertible note in the amount of $27,500 dated, September 27, 2017, accruing interest at an annual rate of 8%, matured on September 27, 2018, and convertible into common stock of the Company at a conversion price equal to the lesser of (i) $2.00 ($0.25 pre-split) and (ii) 60% of the average of the three lowest trading prices of the Company’s common stock during the twenty-day trading period prior to the conversion (the “Note”). The Company received net proceeds of $21,750 from the issuance of the Note, after deducting an original issue discount and debt issuance costs. On May 7, 2018, the Company further amended the Note to increase the aggregate principal amount of the Note to $4,125. On November 13, 2018, the Company amended the Note to (i) increase the aggregate principal amount of the Note by $5,000 and (ii) extend the date by which the Company is required to cause the Registration Statement to become effective to December 13, 2018. The Company determined that the conversion feature embedded in the Note required bifurcation and presentation as a liability. During the year ended December 31, 2017, the Company recorded an initial derivative liability of $46,000, resulting in initial derivative expense of $24,450, and an initial debt discount of $21,750 to be amortized into interest expense through the maturity of the Note. During the years ended December 31, 2018 and 2017, the Company recognized $20,177 and $7,323, respectively, of amortization expense. As of December 31, 2018 and 2017, the notes had principal balances of $36,625 and $27,500, respectively, and is carried at $36,625 an $7,323, respectively, net of remaining discounts of $0 and $20,177, respectively. 36,625 7,323 Convertible note in the amount of $65,000 dated, December 21, 2017, accruing interest at an annual rate of 12%, matured on December 21, 2018, and convertible into common stock of the Company at a conversion price equal to the lesser of (i) closing sale price of the common stock on the principal market on the trading day immediately preceding the closing date and (ii) 60% of the average of the three lowest trading prices of the Company’s common stock during the twenty-day trading period prior to the conversion (the “Note”). The Company received net proceeds of $62,400 from the issuance of the Note, after deducting an original issue discount and debt issuance costs. On March 28, 2018, the Company amended the Note to (i) increase the aggregate principal amount of the Note to $71,500 and (ii) adjust the conversion price to the lesser of (i) closing sale price of the common stock on the principal market on the trading day immediately preceding the closing date and (ii) 51% of the average of the three lowest trading prices of the Company’s common stock during the twenty-five day trading period prior to the conversion. On November 11, 2018, the holder of the note converted $5,325 of the principal of the Note to 187,500 post-split shares (1,500,000 pre-split shares) of common stock. On December 18, 2018, the holder of the Note converted $4,850 of the principal of the Note to 100,000 post-split shares (800,000 pre-split shares) of common stock. The Company determined that the conversion feature embedded in the Note required bifurcation and presentation as a liability. During the year ended December 31, 2017, the Company recorded an initial derivative liability of $163,000, resulting in initial derivative expense of $106,200, and an initial debt discount of $56,800 to be amortized into interest expense through the maturity of the Note. During the years ended December 31, 2018 and 2017, the Company recognized $63,219 and $1,781, respectively, of amortization expense. As of December 31, 2018 and 2017, the note had principal balances of $89,588 and $65,000, respectively, and is carried at $89,588 and $1,781 respectively, net of remaining discounts of $0 and $63,219, respectively. 89,588 1,781 Convertible note in the amount of $125,000 dated, December 26, 2017, accruing interest at an annual rate of 12%, matured on September 26, 2018, and convertible into common stock of the Company at a conversion price equal to the lesser of (i) the lowest trading price of the Company's common stock during the twenty-five-day trading period prior to the issue date of the Note and (ii) 50% of the average of the three lowest trading prices of the Company’s common stock during the twenty-five day trading period prior to the conversion (the “Note”). The Company received net proceeds of $112,250 from the issuance of the Note, after deducting an original issue discount and debt issuance costs. On July 11, 2018, the holder of the note elected to convert interest of $3,120 into 15,000 post-split (120,000 pre-split shares) of common stock. On November 28, 2018, the holder of the Note converted $2,000 of the interest of the Note to 25,000 post-split shares (200,000 pre-split shares) of common stock. The Company determined that the conversion feature embedded in the Note required bifurcation and presentation as a liability. During the year ended December 31, 2017, the Company recorded an initial derivative liability of $427,000, resulting in initial derivative expense of $324,750, and an initial debt discount of $102,250 to be amortized into interest expense through the maturity of the Note. During the years ended December 31, 2018 and 2017, the Company recognized $122,719 and $2,281, respectively, of amortization expense. As of December 31, 2018 and 2017, the Note had a principal balance of $125,000 for both periods, and is carried at $125,000 and $2,281 respectively, net of remaining discounts of $0 and $122,719, respectively. 125,000 2,281 Convertible note in the amount of $58,500 dated, March 16, 2018, accruing interest at an annual rate of 9%, matures on December 16, 2018, and convertible into common stock of the Company at a conversion price equal to the lesser of (i) $2.00 ($0.25 pre-split) and (ii) 51% of the average of the three lowest trading prices of the Company’s common stock during the twenty-five day trading period prior to the conversion (the “Note”). The Company received net proceeds of $41,050 from the issuance of the Note, after deducting an original issue discount and debt issuance costs. The Company determined that the conversion feature embedded in the Note required bifurcation and presentation as a liability. During the year ended December 31, 2018, the Company recorded an initial derivative liability of $94,000, resulting in initial derivative expense of $46,000, and an initial debt discount of $48,000 to be amortized into interest expense through the maturity of the Note. During the year ended December 31, 2018, the Company recognized $65,450 of amortization expense and as of December 31, 2018, the note is carried at its face value of $58,500. 58,500 — Convertible note in the amount of $60,000 dated, June 29, 2018, accruing interest at an annual rate of 12%, maturing on June 29, 2019, and convertible into common stock of the Company at a conversion price equal to 50% of the average of the three lowest trading prices of the Company’s common stock during the twenty-day trading period prior to the conversion (the “Note”). The Company received net proceeds of $51,900 from the issuance of the Note, after deducting an original issue discount and debt issuance costs. In December 2018, the Company agreed to increase the principal balance of note by $30,000 in relation to the assignment of the Note by the holder to another third party. The Company determined that the conversion feature embedded in the Note required bifurcation and presentation as a liability. During the year ended December 31, 2018, the Company recorded an initial derivative liability of $120,000, resulting in initial derivative expense of $63,000, and an initial debt discount of $57,000 to be amortized into interest expense through the maturity of the Note. During the year ended December 31, 2018, the Company recognized $30,981 of amortization expense and as of December 31, 2018, the Note had a principal balance of $90,000, and is carried at $55,881, net of un-amortized discounts of $34,119. 55,881 — Convertible note in the aggregate amount of $30,000 dated, July 3, 2018, accruing interest and an annual rate of 12%, maturing on July 3, 2019, and convertible into common stock of the Company at a conversion price equal to 50% of the average of the three lowest trading prices of the Company’s common stock during the twenty-day trading period prior to the conversion (the “Notes”). The Company received net proceeds of $28,000 from the issuance of the Note , after deducting an original issue discount and debt issuance costs. The Company determined that the conversion feature embedded in the Note required bifurcation and presentation as a liability. During the year ended December 31, 2018, the Company recorded an initial derivative liability of $68,000, resulting in initial derivative expense of $40,000, and an initial debt discount of $28,000 to be amortized into interest expense through the maturity of the Note. During the year ended December 31, 2018, the Company recognized $16,620 of amortization expense. As of December 31, 2018, the Note had a principal balance of $30,000 and the note is carried at $14,120, net of un-amortized discount of $15,880. 14,120 — Convertible notes in the aggregate amount of $70,500 dated, October 23, 2018 ($35,250) and October 26, 2018 ($35,250), accruing interest at an annual rate of 12%, maturing in one year, and convertible into common stock of the Company at a conversion price equal to the lesser of i) the closing sale price of the Company's common stock on closing date and ii) 60% of the lowest trading price of the Company’s common stock during the twenty-day trading period prior to the conversion (the “Note”). The Company received net proceeds of $57,000 from the issuance of the Note, after deducting an original issue discount and debt issuance costs. The Company determined that the conversion features embedded in the Notes required bifurcation and presentation as liabilities. During the year ended December 31, 2018, the Company recorded initial derivative liabilities of $187,000, resulting in initial derivative expense of $127,000, and initial debt discounts of $60,000 to be amortized into interest expense through the maturity of the Note. During the year ended December 31, 2018, the Company recognized $15,535 of amortization expense and as of December 31, 2018, the Note had a principal balance of $70,500 and the notes are carried at $10,593, net of un amortized discounts of $59,907. 10,593 — Convertible Notes in the aggregate amount of $100,000, issued on March 22, 2018. The Notes bear interest at a rate of 5% per annum and will mature on February 1, 2023. If a qualified financing from which at least $5 million of gross proceeds are raised occurs prior to the maturity date, then the outstanding principal balance of the notes, together with all accrued and unpaid interest thereon, shall be automatically converted into a number of shares of the Company’s common stock at $0.40 ($0.05 pre-split) per Share. The Notes offers registration rights wherein the Company agrees that within 45 days of a Qualified Offering, prior to the Maturity Date, the Company shall file a registration statement with the SEC registering for resale the shares of Company’s common stock into which the Notes are convertible. The balance of notes as of December 31, 2018 totaled $100,000. 100,000 — Net Carrying Amount of Convertible Debt $ 591,788 $ 57,796 Less: Current Portion 491,788 57,796 Convertible Notes, Long Term $ 100,000 $ 0 The following is a summary of the carrying amounts of convertible notes as of December 31, 2018 and 2017: 2018 2017 Principal Amount $ 701,694 $ 332,500 Less unamortized debt discount and debt issuance costs (109,906 ) (274,704 ) Total convertible debt less unamortized debt discount and debt issuance costs $ 591,788 $ 57,796 During the years ended December 31, 2018 and 2017, the Company recognized $55,877 and $4,495, respectively, of interest expense for these convertible notes. As of December 31, 2018 and 2017, the notes had accrued interest balances of $60,372 and $4,495, respectively

DERIVATIVE LIABILITIES

DERIVATIVE LIABILITIES	12 Months Ended
	Dec. 31, 2018
Fair Value Measurement
DERIVATIVE LIABILITIES	The Company determined that the conversion options embedded in the Notes discussed in Note 5 require liability presentation at fair value. Each of these instruments provide the holder with the right to convert into common stock at a fixed discount market, with certain notes subject to a cap on the conversion price. These clauses cause uncertainty as to the number of shares issuable upon conversion of convertible debt and accordingly require liability presentation on the balance sheet in accordance with US GAAP. . For the years ended December 31, 2018 and 2017, the Company measured the fair value of the embedded derivatives using a binomial model and Monte Carlo simulations, and the following assumptions: 2018 2017 Expected Volatility 85.8% to 455.8% 300.9% to 333.9% Expected Term 0.25 to 1.0 Years 0.25 to 1.0 Years Risk Free Rate 1.6% to 2.6% 1.2% to 1.5% Dividend Rate 0.00% 0.00% The Company recorded change in fair value of the derivative liability on debt to market resulting in non-cash, non-operating loss of $433,855 and $54,000 for the year ended December 31, 2018 and 2017, respectively. During the year ended December 31, 2018 and 2017 the Company reclassed the derivative liability of $90,855 and $0, respectively, to additional paid in capital on conversion of convertible note. The following table provides a summary of derivative activity for years ended December 31, 2018 and 2017: Balance, December 31, 2016 $ - Initial fair value at note issuances 876,000 Change in fair value 54,000 Balance, December 31, 2017 930,000 Initial fair value at note issuances 469,000 On conversions and repayments (90,855 ) Change in fair value 433,855 Balance, December 31, 2018 $ 1,742,000 Net loss for the year included in earnings relating to the liabilities held at December 31, 2018 $ 433,855 Non-cash interest expenses related to derivative liability $ 394,839

STOCKHOLDERS_ DEFICT

STOCKHOLDERS’ DEFICT	12 Months Ended
	Dec. 31, 2018
Equity [Abstract]
STOCKHOLDERS’ DEFICT	On January 11, 2019, the Board of Directors of the Company approved a reverse stock split of the Company’s Common Stock at a ratio of 1-for-8 including shares issuable upon conversion of the Company’s outstanding convertible securities. All share and per share values of the Company’s common stock for all periods presented in the accompanying consolidated financial statements are retroactively restated for the effect of the Reverse Stock Split in accordance with Staff Accounting Bulletin 4C. Preferred Stock The Company’s authorized preferred stock consists of 50,000,000 shares with a par value of $0.0001. Series A On December 21, 2018, we filed a Certificate of Cancellation of our previously filed Certificate of Designation of Preferences, Rights and Limitations of Series A Preferred Stock in order to designate 1,000,000 shares as a new Series of Preferred Stock for issuance to former Holders of our Notes under the Exchange Agreements, and filed a new Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock. Pursuant to the Series A Preferred Certificate of Designation, the Company issued shares of Series A Preferred. Each share of Series A Preferred has a stated value of $1.00 per share. In the event of a liquidation, dissolution or winding up of the Company, each share of Series A Preferred Stock will be entitled to a payment as set forth in the Certificate of Designation. The Series A Preferred is convertible into such number of shares of the Company’s common stock, par value $0.0001 per share equal to the Stated Value of $8.00 ($1.00 pre-split), divided by $0.20 ($0.025 per share pre-split), subject to adjustment in the event of stock split, stock dividends, and recapitalization or otherwise. Pursuant to the Exchange Agreements each holder of Notes shall be issued Series A Preferred in the amount of the purchase price paid for such Notes by the buyer under the Exchange Agreement, including any penalty, interest and premium payments. Each share of Series A Preferred entitles the holder to vote on all matters voted on by holders of Common Stock as a single class. With respect to any such vote, each share of Series A Preferred entitles the holder to cast such number of votes equal to the number of shares of Common Stock such share of Series A Preferred is convertible into at such time, but not in excess of the conversion limitations set forth in the Series A Preferred Certificate of Designation. The Series A Preferred will be entitled to dividends to the extent declared by the Company. There are no shares of Series A preferred stock outstanding as of December 31, 2018 and 2017. Series B-1 Series B-2 For so long as any shares of Series B-2 Preferred Stock are issued and outstanding, the Corporation shall not issue any notes, bonds, debentures, shares of preferred stock, or any other securities that are convertible to common stock unless such conversion rights are at a fixed ratio or a fixed monetary price (Note 9). On August 1, 2016, the Company closed a private offering of Series B-2 Preferred Stock. The Company sold a total of 500,000 shares of Series B-2 Preferred Stock to accredited investors at an offering price of $0.25 per share, for an aggregate subscription price of $125,000. No underwriting discounts or commissions have been paid in connection with the sale of the Series B-2 Preferred Stock . Effective October 13, 2016, the Company amended the Certificate of Designation for its Series B-2 Preferred Stock to increase the number of shares of the Series B-2 Preferred Stock from 6,000,000 to 10,000,000 shares. There were no other changes to the terms of the Company’s Series B-2 Preferred Stock. On October 27, 2016, the Company closed a private offering of Series B-2 Preferred Stock. The Company sold a total of 6,000,000 shares of Series B-2 Preferred Stock to accredited investors at an offering price of $0.25 per share, for an aggregate subscription price of $1,500,000. No underwriting discounts or commissions have been or will be paid in connection with the sale of the Series B-2 Preferred Stock. On January 26, 2017, the Company closed a private offering of Series B-2 Preferred Stock. The Company sold a total of 100,000 shares of Series B-2 Preferred Stock to accredited investors at an offering price of $0.25 per share, for an aggregate subscription price of $25,000. No underwriting discounts or commissions have been or will be paid in connection with the sale of the Series B-2 Preferred Stock. As of December 31, 2018 and 2017, 8,684,000 shares of Series B-2 Preferred Stock are issued and outstanding. Series C Series D On March 28, 2018, the Company issued 45 shares of Series D Preferred Stock. The Company received $550,000 in connection with the Offering including $50,000 in cash for 5 shares of Series D Preferred Stock and $500,000 in debt re-payment to officers and directors for 2016 and 2017 bonuses for 40 shares of Series D Preferred Stock. As of December 31, 2018, 45 shares of Series D Preferred Stock are issued and outstanding Common Stock The Company’s authorized common stock consists of 650,000,000 shares with a par value of $0.0001. 2017 - Cancellation of common stock issued for share-based payment ursuant to a services agreement with IRTH Communications, LLC (“IRTH”) in which IRTH agreed to perform certain investor relations, financial communications, and strategic consulting services, the Company issued $100,000 of the Company’s common stock, or 17,730 post-split shares (141,844 pre-split shares), to IRTH on November 18, 2016 in partial consideration for those services. On December 13, 2016, the Company issued an additional 62,500 post-split shares (500,000 pre-split shares) of common stock to IRTH pursuant to an addendum to the services agreement and in consideration of certain additional services, including telemarketing and investor outreach services, to be provided by IRTH. pursuant to an addendum to a services agreement 2017 - Common stock issued for the settlement of accounts payable 2018 - Common stock issued for the settlement of accounts payable 2018 - Common stock issued for the service 2018 - Common stock upon conversion of convertible debt 2018 - Common stock issued for services 2018 - Common stock issued for settlement of Preferred B-2 in settlement with two holders of our Series B-2 Preferred Stock in exchange for their agreement to convert their shares of Series B-2 Preferred Stock into Common Stock, an additional further investment or agreement to purchase and thereafter restructure certain outstanding notes of the Company by cancelling such notes in exchange for shares of newly-designated Series A Preferred Stock of the Company, and release of any and all claims in connection with their prior investments. Common Stock Warrants On June 30, 2016, the Company issued warrants to purchase 208,333 post-split (1,666,667 pre-split) common stock shares for a price of $4.80 post-split ($0.60 pre-split) per share exercisable for three years to PoC Capital. These warrants have a grant date fair value of $0.042 post-split ($0.0052 pre-split) per warrant, determined using the Black-Scholes method based on the following assumptions: (1) risk free interest rate of 0.71%; (2) dividend yield of 0%; (3) volatility factor of the expected market price of our common stock of 27.2%; and (4) an expected life of the warrants of 3 years. The Company recorded a prepaid expense on these warrants of $8,667 in June 30, 2016 which was impaired during the year ended December 31, 2017 due to cash constraints to manufacture materials needed for trial. On October 15, 2018, the Company issued 435,750 post-split (3,486,000 pre-split) warrants with an exercise price of $0.32 post-split ($0.04 pre-split) per share and exercisable for two years to a Series B-2 Holder. These warrants have a grant date fair value of $0.32 post-split ($0.0398 pre-split) per warrant, determined using the Black-Scholes method based on the following assumptions: (1) risk free interest rate of 2.54%; (2) dividend yield of 0%; (3) volatility factor of the expected market price of our common stock of 396.30%; and (4) an expected life of the warrants of 2 years. The Company recorded an expense on these warrants of $138,679. There were 644,083 post-split (5,152,667 pre-split) and 208,333 post-split (1,666,667 pre-split) warrants outstanding at December 31, 2018 and December 31, 2017, respectively Shares Underlying Outstanding Exercise Expiration Warrants Price Date 208,333 $ 4.80 June 30, 2019 435,750 $ 0.32 October 15, 2020 644,083 Stock Option Plan In September 2018, the Company’s stockholders approved the 2018 Equity Incentive Plan (the “2018 Plan”). The 2018 Plan provides for the issuance of incentive awards in the form of non-qualified and incentive stock options, stock appreciation rights, restricted stock awards, and restricted stock unit awards. The awards may be granted by the Company’s Board of Directors to its employees, directors and officers and to consultants, agents, advisors and independent contractors who provide services to the Company or to a subsidiary of the Company. The exercise price for stock options must not be less than the fair market value of the underlying shares on the date of grant. The incentive awards shall either be fully vested and exercisable from the date of grant or shall vest and become exercisable in such installments as the Board or Compensation Committee may specify. Stock options expire no later than ten years from the date of grant. The aggregate number of shares of Common Stock which may be issued pursuant to the Plan is 9,500,000. Unless sooner terminated, the Plan shall terminate in 10 years. On September 4, 2018, the Company granted a total of 209,375 post-split (1,675,000 pre-split) five-year non-qualified stock options to the Company’s officers exercisable at $0.712 post-split ($0.089 pre-split) per share, of which 138,844 post-split (1,118,750 pre-split) vested immediately, 11,179 post-split (93,750 pre-split) vest monthly in equal increments over a 16-month period beginning on September 1, 2018, and 57,812 post-split (462,500 pre-split) vest monthly in equal increments over a 28-month period beginning on September 1, 2018. As part of new employment agreements with three of the Company’s officers, 18,750 post-split (150,000 pre-split) of their remaining unvested options on December 1, 2018 vested immediately. On October 22, 2018, the Company granted 250,000 post-split (2,000,000 pre-split) ten-year non-qualified stock options to a consultant exercisable at $0.32 post-split ($0.04 pre-split) per share, all of which vested immediately. On December 28, 2018, the Company granted 500,000 post-split (4,000,000 pre-split) ten-year non-qualified stock options to a consultant exercisable at $0.32 post-split) ($0.04 pre-split) per share, all of which vested immediately. The Company estimates the fair value of stock options using the Black-Scholes valuation model. Compensation expense related to stock options granted is measured at the grant date based on the estimated fair value of the award and is recognized on a straight-line basis over the requisite service period. The assumptions used in the Black-Scholes model for the options granted during the year ended December 31, 2018 are presented below: Risk-free interest rate 2.72 – 3.2 % Expected volatility 343.72 – 412.31 % Expected term (in years) 5-10 Expected dividend yield 0 % The risk-free interest rate is based on the U.S. Treasury yield for a period consistent with the expected term of the option in effect at the time of the grant. Expected volatility is based on the historical volatility of the Company’s common stock. The expected term assumption for stock options granted is the contractual term of the option award. The Company has never declared or paid dividends on its common stock and has no plans to do so in the foreseeable future. Forfeitures are recognized as a reduction of stock-based compensation expense as they occur. The Company recognized $227,394 of compensation expense relate to the vesting of stock options for the year ended December 31, 2018. These amounts are included in general and administrative expenses on the accompanying statement of operations. Stock option activity for the year ended December 31, 2018 is presented below and reflects the effect of the 1 for 8 Reverse Stock Split in January 2019: Weighted Average Weighted Remaining Average Contractual Aggregate Exercise Term Intrinsic Shares Price (Years) Value Outstanding at December 31, 2017 - $ - - $ - Granted 959,375 0.41 9.00 - Exercised - - - - Expired/cancelled - - - - Outstanding at December 31, 2018 959,375 $ 0.41 8.79 $ - Vested at December 31, 2018 917,708 $ 0.39 8.98 $ - The aggregate intrinsic value of options at December 31, 2018 is based on the Company’s closing stock price on that date of $0.16 post-split ($0.02 pre-split) per share. As of December 31, 2018, there was $29,663 of total unrecognized compensation expense related to unvested stock options, which the Company expects to recognize over the weighted average remaining period of 2 years. As of December 31, 2018, the Company had reserved shares of its common stock for future issuance and reflects the effect of the 1 for 8 Reverse Stock Split in January 2019 as follows: Shares Reserved Stock options outstanding 959,375 Available for future grants under the 2018 Plan 228,125 Warrants outstanding 644,083 Total shares reserved 1,861,583

INCOME TAXES

INCOME TAXES	12 Months Ended
	Dec. 31, 2018
Income Tax Disclosure [Abstract]
INCOME TAXES	The Company accounts for income taxes in accordance with ASC 740 which prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim period, disclosure and transition. There were no unrecognized tax benefits as of December 31, 2018 and 2017. The following table summarizes the significant differences between the U.S. Federal statutory tax rate and the Company’s effective tax rate for financial statement purposes for the years ended December 31, 2018 and 2017: 2018 2017 US Federal Statutory Tax Rate 21.00 % 21.00 % State taxes 4.35 % 4.35 % Change in valuation allowance (25.35 %) (25.34 %) 0.00 % 0.00 % The tax effects of temporary differences that give rise to deferred tax assets and liabilities as of December 31, 2018 and 2017 are summarized as follows: 2018 2017 Deferred Tax Assets: Net Operating Loss $ 2,668,829 $ 1,285,000 Valuation Allowance (2,668,829 ) (1,285,000 ) Net Deferred Tax Asset $ — $ — As of December 31, 2018, the Company has available federal net operating loss carry forward of $10.5 million, the most significant of which expire from 2020 until 2037. The Company assess the recoverability of its net operating loss carry forwards and other deferred tax assets and records a valuation allowance to the extent recoverability does not satisfy the “more likely than not” recognition criteria. The Company continues to maintain the valuation allowance until sufficient positive evidence exists to support full or partial reversal. As of December 31, 2018, the Company had a valuation allowance totaling $2.7 million against its deferred tax assets, net of deferred tax liabilities, due to insufficient positive evidence, primarily consisting of losses within the taxing jurisdictions that have tax attributes and deferred tax assets. Since the Company has recently added to the scope of its activities efforts to produce, market and sell products made from industrial hemp containing cannabidiol (CBD).The Company and its Management has not determined as of the statement date how IRC Section 280E will affect the deduction of Company related expenditures related to such business, but Management has provided a Full Valuation Reserve to the Company’s Deferred Tax Assets. For U.S. purposes, the Company has not completed its evaluation of net operating loss carryforwards utilization limitations under Internal Revenue Code, as amended (the “Code”), Section 382/383, change of ownership rules. If the Company has had a change in ownership, the net operating loss carryforwards would be limited as to the amount that could be utilized each year and could be eliminated, based on the Code. The Tax Cuts and Jobs Act of 2017 was signed into law on December 22, 2017. The law includes significant changes to the US Corporate income tax system, including a Federal corporate rate reduction from 35% to 21%, limitations on the deductibility of interest expense and executive compensation and the transition of US international taxation from a worldwide tax system to a territorial tax system. As the Company is not currently a taxpayer due to ongoing operating losses, the impact on the financial statements is not material. We have reflected the lower rates in the calculation above in the December 31, 2018 information.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	12 Months Ended
	Dec. 31, 2018
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	In the ordinary course of business, the Company enter into agreements with third parties that include indemnification provisions which, in its judgment, are normal and customary for companies in the Company’s industry sector. These agreements are typically with business partners, clinical sites, and suppliers. Pursuant to these agreements, the Company generally agree to indemnify, hold harmless, and reimburse indemnified parties for losses suffered or incurred by the indemnified parties with respect to the Company’s product candidates, use of such product candidates, or other actions taken or omitted by us. The maximum potential amount of future payments the Company could be required to make under these indemnification provisions is unlimited. The Company has not incurred material costs to defend lawsuits or settle claims related to these indemnification provisions. As a result, the estimated fair value of liabilities relating to these provisions is minimal. Accordingly, the Company has no liabilities recorded for these provisions as of December 31, 2018, and 2017. Through the Share Exchange, the Company acquired an exclusive license agreement (the “Licensing Agreement”) between Exactus BioSolutions and Digital Diagnostics Inc. (“Digital Diagnostics”) that the Company recognized as an intangible asset. Pursuant to the Licensing Agreement, Digital Diagnostics granted to Exactus BioSolutions an exclusive license to develop, produce and commercialize certain diagnostic products, including the FibriLyzer and MatriLyzer, that utilize certain intellectual property rights owned or licensed by Digital Diagnostics. The Licensing Agreement provides for Exactus BioSolutions and Digital Diagnostics to collaborate through the various steps of the product and device development process, including the development, regulatory approval and commercialization stages. Exactus BioSolutions is required to pay Digital Diagnostics, in cash and/or stock, an initial signing payment, milestone fees triggered by the first regulatory clearance or approval of each of the FibriLyzer and the MatriLyzer, and various sales thresholds, and royalty payments based on the net sales of the products, calculated on a product-by-product basis. In 2016, the Company paid $50,000 to Digital Diagnostics as part of the initial signing payment under the Licensing Agreement and $21,659 in legal expenses. As of December 31, 2016, the Company accrued an additional $171,033 in licensing fees due to closing a financing transaction in the fourth quarter of 2016, of which $75,000 was paid during the first quarter of 2017. The Company accrued the remaining $30,000 due for the initial signing fee during the third quarter of 2017. The Company has also accrued interest, per the Licensing Agreement, of $9,802 for the remaining balance due as of December 31, 2017. As of December 31, 2017, $134,802 remained due to Digital Diagnostics. In the first quarter of 2018, the Company paid the entire balance due to Digital Diagnostics. No milestones have been met and no milestone fees have been paid or accrued through December 31, 2018. The License Agreement is effective until such time as neither Digital Diagnostics nor Exactus Biosolutions has any obligation to the other under the Licensing Agreement in any country with respect to any product. The Licensing Agreement may be terminated by the Company effective upon at least six (6) months written notice if regulatory approval has been obtained in the U.S. or in the European Union, or upon at least three (3) months written notice if regulatory approval has not been obtained in the U.S. or in the European Union. Either party may terminate the Licensing Agreement in the event the other party materially breaches the Licensing Agreement, or becomes insolvent. On July 16, 2018, the Company received Notice from Digital Diagnostics, Inc. of the Licensor’s intent to terminate the Licensing Agreement. The Company disputes the validity of the Notice and maintains that the Agreement is in full force and effect until January 19, 2019 (the “Expiration Date”) and that the Company’s maintains the right to use the license and intellectual property granted to the Company under the Agreement until the Expiration Date. The Company has retained counsel to represent the Company with regard to the enforceability of the Agreement and related matters arising from the Notice and is in compliance with the Dispute Resolution and arbitration provisions of the Agreement. On January 23, 2019, Digital Diagnostics, Inc., made a demand for compensation against the Company in connection with an alleged breach of a License Agreement. No lawsuit has been filed; however, in the event a lawsuit is filed, the Company intends to vigorously contest the matter. On June 30, 2016, in order to conduct a clinical trial for the FibriLyzer and other studies, the Company entered into a Master Services Agreement (the “MSA”) with Integrium LLC (“Integrium”) and PoC Capital, LLC (“PoC Capital”). Under the MSA, Integrium has agreed to perform clinical research services in support of the development of POC diagnostics devices. Integrium is to conduct one or more studies in compliance with FDA regulations and pursuant to the Company’s specific service orders. PoC Capital has agreed to fund up to the first $1,000,000 in study costs and fees due to Integrium, with all fees in costs in excess of that amount being the Company’s sole responsibility, in exchange for 200,000 post-split (1,600,000 pre-split) shares of the Company’s common stock, 1,733,334 shares of newly designated Series C Preferred Stock, and 208,333 post-split (1,666,667 pre-split) warrants to purchase the Company’s common stock at a price of $4.80 post-split ($0.60 pre-split) per share exercisable for three years. For the year ended December 31, 2016 the Company had accounted $1,000,000 as prepaid expenses on the balance sheet which was impaired during the year ended December 31, 2017 due to cash constraints to manufacture materials needed for trial. On January 20, 2017, Robert F. Parker (the “petitioner”) filed a petition in the Supreme Court of the State of New York, County of New York (the “Court”), naming, among others, the Company and Ezra Green, a former shareholder, director and officer of the Company, as respondents. The petition was received by the Company on February 7, 2017. The parties reached an agreement on settlement which requires co-defendant Ezra Green to make an initial payment with subsequent, additional payments over time. The Company has agreed, in exchange for the dismissal of all claims with prejudice, to pay up to $20,000, at $1,000 per month beginning in January 2018 at the earliest, if co-defendant Ezra Green defaults on his subsequent payment obligations under the terms of the settlement agreement. During the year ended December 31, 2018, the Company has paid $3,000 towards the settlement with a remaining balance due of $17,000. On December 14, 2018, the Company received a termination and demand notice from KD Innovation, Ltd, an entity 100% owned by a former Board member, in connection with a consulting agreement KDI entered into with the Company on or about January 20, 2016. No lawsuit has been filed; however, in the event a lawsuit is filed, the Company intends to vigorously contest the matter.

RELATED PARTY CONSIDERATIONS

RELATED PARTY CONSIDERATIONS	12 Months Ended
	Dec. 31, 2018
Related Party Transactions [Abstract]
RELATED PARTY CONSIDERATIONS	Some of the officers and directors of the Company are involved in other business activities and may, in the future, become involved in other business opportunities that become available. They may face a conflict in selecting between the Company and other business interests. The Company has not formulated a policy for the resolution of such conflicts. On November 20, 2017, Dr. Dimitrov provided a notice dated November 21, 2017 to the Company stating that he was resigning from the Board, effective immediately. Dr. Dimitrov indicated that his resignation from the Board was based on the deteriorating relationship between the Company and Digital Diagnostics over the non-payment of fees owed by the Company pursuant to the licensing agreement between the Company and Digital Diagnostics. Dr. Dimitrov currently serves as the President of Digital Diagnostics, and the Company has licensed the right to develop, produce and commercialize certain diagnostic products, including the FibriLyzer and MatriLyzer, utilizing certain intellectual property rights owned or licensed by Digital Diagnostics. Dr. Dimitrov believes that, in light of these concerns, his role as both a Director of the Company and the President of Digital Diagnostics creates a conflict of interest and has decided to focus his time and energy on doing what is best for the shareholders of Digital Diagnostics. For the year ended December 31, 2017, the Company accrued $30,000 in licensing fees expenses to Digital Diagnostics. As of December 31, 2017, $126,032 was included in accounts payable. The Company has also accrued interest at 3% over the prime rate, per the Licensing Agreement, of $9,802 for the remaining balance due as of December 31, 2017. The Company paid $126,032 and $75,000 during the years ended December 31, 2018 and 2017. For the years ended December 31, 2018 and 2017, $300,000 was recognized in Research and Development expenses for consulting provided by Dr. Dimitrov. As of December 31, 2018 and 2017, $575,000 and $275,000 was included in accounts payable, respectively. During the year ended December 31, 2018 and 2017, $ Effective December 1, 2018, the Company entered into new employment agreements with our Chief Executive Officer, our Executive Vice President, and our Chief Financial Officer. Under these agreements, the executives agreed to terminate predecessor employment agreements and agreed to release the Company from any and all obligations under the predecessor agreement for any amounts that could have been due or owing, including, without limitation, compensation, bonuses and other payments. On February 21, 2019, the Company executed a termination agreement and mutual release with the Chief Business Officer. The agreement contains mutual releases between the parties. As a result of these agreements, the Company recognized $1,355,372 in debt forgiveness which was recorded under additional paid in capital. On June 28, 2017, the Company issued to two of the Company’s executive officers a promissory note in the principal amount up to $100,000, which amount may be drawn upon by the Company as bridge financing for general working capital purposes. The promissory note accrues interest at a rate of 8.0% per annum and matures on the earlier of (i) one (1) year from the date of the promissory note, and (ii) the closing the sale of the Company’s securities in a single transaction or a series of related transactions from which at least $500,000 of gross proceeds are raised. See Note 4.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	12 Months Ended
	Dec. 31, 2018
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	In accordance with authoritative guidance, the Company has evaluated any events or transactions occurring after December 31, 2018, the balance sheet date, through the date of filing of this report and note that there have been no such events or transactions that would require recognition or disclosure in the consolidated financial statements as of and for the year ended December 31, 2018, except as disclosed below. On January 8, 2019 we began pursuing a new business segment and entered into a Master Product Development and Supply Agreement (the “Master Agreement”) with Ceed2Med, LLC (“C2M”), a Florida limited liability company. We determined to pursue opportunities in hemp based CBD following passage of the 2018 Farm Bill which was signed into law on December 20, 2018. On January 23, 2019, Digital Diagnostics made a demand for compensation against the Company in connection with an alleged breach of a License Agreement entered into with the Company on January 19, 2016 (see Note 9). No lawsuit has been filed; however, in the event a lawsuit is filed, the Company intends to vigorously contest the matter. On March 11, 2019, we acquired a 50.1% limited liability membership interest in Exactus One World, LLC (“EOW”), an Oregon limited liability company, in order to produce industrial hemp for our own use. EOW leases approximately 200 acres of farm land in Cave Junction, Oregon for growing and processing industrial hemp. EOW will farm and process industrial hemp to be manufactured into cannabidiol (CBD) and related products. EOW is a newly-formed limited liability company that will be responsible for the Company’s initial efforts to pursue agricultural development, including farm soil preparation, planting, harvesting, transportation and drying. In March 2019 we placed an order for seeds (genetics) for the 2019 grow season. The Company will be responsible for funding and the minority owners will be responsible for management, servicing and operating the farm properties. The EOW introduction and negotiation of the definitive agreements were provided by C2M who will also be responsible for overseeing all farming activities and manufacturing. We are currently negotiating the terms for provision of services by C2M to the Company, including access to C2M management and personnel, skills and expertise, access to investments such as EOW and future business opportunities, and operations and oversight over our farming, manufacturing and processing operations and compensation therefore. Following the events described above, the Company entered into the business production and selling of products made from industrial hemp. Industrial hemp is defined as plants containing less than 0.03% tetra-hydrocannabinol, the lawful limit of the psychoactive compound present to be considered industrial hemp. The Company will own and develop hemp products under its own brand “Hemp Healthy” and produce products for private label customers. The Company is presently offering tinctures, edibles, capsules, topical solutions and animal health products manufactured for us by C2M during the second quarter of 2019. On March 6, 2019 we placed a $1 million order for products from C2M. On March 20, 2019 we entered into agreements to acquire Tierra Healthcare Concepts, LLC (“Tierra”), a Florida limited liability company, and CannacareMD, LLC (“Cannacare”), a Florida limited liability company. Through existing networks of physicians and websites Tierra and Cannacare intend to assist doctors to educate consumers about CBD, and to offer our own “Hemp Healthy” brand hemp products through online stores ( www.buyhempcbd.com Following December 31, 2018, in order to pursue our new business segment, the Company undertook a number of steps to recapitalize and reorganize our management structure. These actions included the following: 1. Five new members joined our board of directors. Three of the directors are considered to be independent directors. The Company established an Audit, Compensation, Nominating and Governance Committee for the first time, consisting entirely of independent directors. Each committee adopted a committee charter meeting the board, committee and charter requirements for listing on NASDAQ. 2. The Company offered and sold approximately $3.0 million of Common Stock in private placements. 3. The Company converted all of our outstanding convertible notes and issued 829,450 shares of Series A Convertible Preferred Stock. 4. The Company adopted and implemented a 1:8 reverse split of our capital stock which became effective March 11, 2019. 5. James Erickson and Timothy Ryan, directors, resigned. Each of these former directors waived all outstanding financial and other obligations of the Company (other than certain rights such as the right to indemnification).

SIGNIFICANT ACCOUNTING POLICI_2

SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	Dec. 31, 2018
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation and Consolidation
Use of Estimates	Use of Estimates.
Cash and cash equivalents	Cash and Cash Equivalents The Company consider all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. The carrying value of those investments approximates their fair market value due to their short maturity and liquidity. Cash and cash equivalents include cash on hand and amounts on deposit with financial institutions, which amounts may at times exceed federally insured limits. no amounts on deposit that exceeded federally insured limits.
Stock-Based Compensation	Stock-Based Compensation. Compensation - Stock Compensation “Equity-Based Payments to Non-Employees” Share-based expense related to the vesting of stock options and the grant of shares for services totaled $235,394 for the year ended December 31, 2018. There was no share-based expense for the year ended December 31, 2017.
Research and Development Expenses	Research and Development Expenses. Research and Development
Derivatives and Hedging- Contracts in Entity's Own Equity	Derivatives and Hedging- Contracts in Entity’s Own Equity. Derivatives and Hedging
Fair Value Measurements	Fair Value Measurements ● Level 1—Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. ● Level 2—Valuations based on quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active and models for which all significant inputs are observable, either directly or indirectly. ● Level 3—Valuations based on inputs that are unobservable and significant to the overall fair value measurement. Liabilities are classified based on the lowest level of input that is significant to the fair value measurements. The Company has not transferred any liabilities between the classification levels. As of December 31, 2018 and 2017, the Company has no assets that are re-measured at fair value, and its liabilities re-measured at fair value consist of derivative liabilities embedded in convertible notes, which are measured using Level 3 inputs. See Note 6.
Related Parties	Related Parties. ” Related Party Disclosures,”
Income Taxes	Income Taxes. Income Taxes
Earnings per Share	Earnings per Share Earnings per Share 2018 2017 Stock Options 959,375 - Stock Warrants 644,083 208,458 Preferred Stock 2,602,167 1,652,167 Convertible Debt 22,134,849 424,479 Total 26,340,474 2,285,104
Recent Accounting Pronouncements	In August 2014, the FASB issued ASU 2014-15, "Presentation of Financial Statements – Going Concern (Subtopic 205-40), effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. This standard provides guidance about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. The guidance is effective for annual reporting periods ending after December 15, 2016, and early adoption is permitted. The Company adopted this guidance on January 1, 2017, with no significant impact the Company’s consolidate financial position, results of operations or cash flows. In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting In August 2016, the FASB issued ASU 2016-15, Cash Flow Statements, Classification of Certain Cash Receipts and Cash Payments In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) Recent Accounting Pronouncements Not Yet Adopted In February 2016, the FASB issued ASU No. 2016-02 (Topic 842). Topic 842 amends a number of aspects of lease accounting, including requiring lessees to recognize leases with a term greater than one year as a right-of-use asset and corresponding liability, measured at the present value of the lease payments. In July 2018, the FASB issued supplemental adoption guidance and clarification to Topic 842 within ASU 2018-10 “Codification Improvements to Topic 842, Leases” and ASU 2018-11 “Leases (Topic 842): Targeted Improvements.” The new guidance aims to increase transparency and comparability among organizations by requiring lessees to recognize lease assets and lease liabilities on the balance sheet and requiring disclosure of key information about leasing arrangements. A modified retrospective application is required with an option to not restate comparative periods in the period of adoption. This guidance is effective for the Company on January 1, 2019 with early adoption permitted. The Company is currently evaluating the impact of the adoption of this standard on its consolidated financial statements, which will consist primarily of a balance sheet gross up of its operating leases to show equal and offsetting right-of-use assets and lease liabilities. The Company anticipates using the practical expedients that are included in the guidance for existing operating leases which allows a waiver of lease assessment of their respective classification under the new standard. The Company will adopt the requirements of the new standard as new arrangements are executed. On June 20, 2018, the FASB issued ASU 2018-07,1 which simplifies the accounting for share-based payments granted to nonemployees for goods and services. Under the ASU, most of the guidance on such payments to nonemployees would be aligned with the requirements for share-based payments granted to employees. Currently, share-based payment arrangements to nonemployees are accounted for under ASC 718,3 while nonemployee share-based payments issued for goods and services are accounted for under ASC 505-50. ASC 505-50. Before the amendment, the major difference for the Company (but not limited to) was the determination of measurement date which generally is the date on which the measurement of equity classified share-based payments becomes fixed. Equity classified share-based payments for employees was fixed at the time of grant and nonemployee share based payments. Equity-classified nonemployee share-based payment awards are no longer measured at the earlier of the date which a commitment for performance by the counterparty is reached or the date at which the counterparty’s performance is complete. They are now measured at the grant date of the award which is the same as share-based payments for employees. The Company adopt the requirements of the new rule in the first quarter of 2019. In January 2017, the FASB issued Accounting Standards Update 2017-04, “Intangibles-Goodwill and Other: Simplifying the Test for Goodwill Impairment” (ASU 2017-04). The standard simplifies the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. Under the amendments of ASU 2017-04, an entity should perform its goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity will recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value, but the loss cannot exceed the total amount of goodwill allocated to the reporting unit. ASU 2017-04 is effective for the calendar year ending December 31, 2020. The amendments require a prospective approach to adoption and early adoption is permitted for interim or annual goodwill impairment tests. The Company is currently evaluating the impact of this standard. In June 2016, the FASB issued ASU 2017-13, Financial Instruments-Credit Losses. The standard requires a financial asset (including trade receivables) measured at amortized cost basis to be presented at the net amount expected to be collected. Thus, the income statement will reflect the measurement of credit losses for newly-recognized financial assets as well as the expected increases or decreases of expected credit losses that have taken place during the period. This standard will be effective for the calendar year ending December 31, 2020. The Company is currently in the process of evaluating the impact of adoption of this ASU on its consolidated financial statements. In July 2017, the FASB issued ASU No. 2017-11, which amends the FASB Accounting Standards Codification. Part I of ASU No. 2017-11, Accounting for Certain Financial Instruments with Down Round Features, changes the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. The guidance is effective for reporting periods beginning after December 15, 2018 and interim periods within those fiscal years. Early adoption is permitted The Company is in the process of evaluating the impact of adopting the guidance on its consolidated financial statements.

CONVERTIBLE NOTES (Tables)

CONVERTIBLE NOTES (Tables)	12 Months Ended
	Dec. 31, 2018
Convertible Loan Notes Tables
Convertible Notes, Long Term	2018 2017 Convertible note in the amount of $110,000 dated, August 14, 2017, accruing interest at an annual rate of 8%, matured on August 14, 2018, and convertible into common stock of the Company at a conversion price equal to the lesser of (i) $2.00 ($0.25 pre-split) and (ii) 60% of the average of the three lowest trading prices of the Company’s common stock during the twenty-day trading period prior to the conversion (the “Note”). The Company received net proceeds of $87,000 from the issuance of the Note , after deducting an original issue discount and debt issuance costs. On December 18, 2017, the Company further amended the Note to (i) increase the aggregate principal amount of the Note to $115,000 and (ii) extend the date by which the Company is required to cause the Registration Statement to become effective to January 4, 2018. On January 4, 2018, the Company further amended the Note to (i) increase the aggregate principal amount of the Note to $125,000 and (ii) extend the date by which the Company is required to cause the Registration Statement to become effective to February 1, 2018. In March 2018, the Company paid $25,000 towards principal of the Note. On May 7, 2018, the Company further amended the Note to (i) increase the aggregate principal amount of the Note to $121,481 and (ii) extend the date by which the Company is required to cause the Registration Statement to become effective to May 31, 2018. On June 11, 2018, the holder of the Note converted $10,000 of the principal of the Note into 22,727 post-split shares (181,818 pre-split shares) of common stock. On July 13, 2018, the holder of the note converted $10,500 of the principal of the Note to 116,667 post-split shares (933,334 pre-split shares) of common stock. On August 30, 2018, the holder of the Note converted $10,500 of the principal of the Note to 218,750 post-split shares (1,750,000 pre-split shares) of common stock. On November 13, 2018, the Company further amended the Note to (i) increase the aggregate principal amount of the Note by $10,000 and (ii) extend the date by which the Company is required to cause the Registration Statement to become effective to December 13, 2018. The Company determined that the conversion feature embedded in the Note required bifurcation and presentation as a liability. During the year ended December 31, 2017, the Company recorded an initial derivative liability of $240,000, resulting in initial derivative expense of $153,000, and an initial debt discount of $87,000 to be amortized into interest expense through the maturity of the Note. During the years ended December 31, 2018 and 2017, the Company recognized $68,589 and $41,411, respectively, of amortization expense. As of December 31, 2018 and 2017, the notes had principal balances of $101,481 and $115,000, respectively, and is carried at $101,481 an $46,411, respectively, net of remaining discounts of $0 and $68,589, respectively. $ 101,481 $ 46,411 Convertible note in the amount of $27,500 dated, September 27, 2017, accruing interest at an annual rate of 8%, matured on September 27, 2018, and convertible into common stock of the Company at a conversion price equal to the lesser of (i) $2.00 ($0.25 pre-split) and (ii) 60% of the average of the three lowest trading prices of the Company’s common stock during the twenty-day trading period prior to the conversion (the “Note”). The Company received net proceeds of $21,750 from the issuance of the Note, after deducting an original issue discount and debt issuance costs. On May 7, 2018, the Company further amended the Note to increase the aggregate principal amount of the Note to $4,125. On November 13, 2018, the Company amended the Note to (i) increase the aggregate principal amount of the Note by $5,000 and (ii) extend the date by which the Company is required to cause the Registration Statement to become effective to December 13, 2018. The Company determined that the conversion feature embedded in the Note required bifurcation and presentation as a liability. During the year ended December 31, 2017, the Company recorded an initial derivative liability of $46,000, resulting in initial derivative expense of $24,450, and an initial debt discount of $21,750 to be amortized into interest expense through the maturity of the Note. During the years ended December 31, 2018 and 2017, the Company recognized $20,177 and $7,323, respectively, of amortization expense. As of December 31, 2018 and 2017, the notes had principal balances of $36,625 and $27,500, respectively, and is carried at $36,625 an $7,323, respectively, net of remaining discounts of $0 and $20,177, respectively. 36,625 7,323 Convertible note in the amount of $65,000 dated, December 21, 2017, accruing interest at an annual rate of 12%, matured on December 21, 2018, and convertible into common stock of the Company at a conversion price equal to the lesser of (i) closing sale price of the common stock on the principal market on the trading day immediately preceding the closing date and (ii) 60% of the average of the three lowest trading prices of the Company’s common stock during the twenty-day trading period prior to the conversion (the “Note”). The Company received net proceeds of $62,400 from the issuance of the Note, after deducting an original issue discount and debt issuance costs. On March 28, 2018, the Company amended the Note to (i) increase the aggregate principal amount of the Note to $71,500 and (ii) adjust the conversion price to the lesser of (i) closing sale price of the common stock on the principal market on the trading day immediately preceding the closing date and (ii) 51% of the average of the three lowest trading prices of the Company’s common stock during the twenty-five day trading period prior to the conversion. On November 11, 2018, the holder of the note converted $5,325 of the principal of the Note to 187,500 post-split shares (1,500,000 pre-split shares) of common stock. On December 18, 2018, the holder of the Note converted $4,850 of the principal of the Note to 100,000 post-split shares (800,000 pre-split shares) of common stock. The Company determined that the conversion feature embedded in the Note required bifurcation and presentation as a liability. During the year ended December 31, 2017, the Company recorded an initial derivative liability of $163,000, resulting in initial derivative expense of $106,200, and an initial debt discount of $56,800 to be amortized into interest expense through the maturity of the Note. During the years ended December 31, 2018 and 2017, the Company recognized $63,219 and $1,781, respectively, of amortization expense. As of December 31, 2018 and 2017, the note had principal balances of $89,588 and $65,000, respectively, and is carried at $89,588 and $1,781 respectively, net of remaining discounts of $0 and $63,219, respectively. 89,588 1,781 Convertible note in the amount of $125,000 dated, December 26, 2017, accruing interest at an annual rate of 12%, matured on September 26, 2018, and convertible into common stock of the Company at a conversion price equal to the lesser of (i) the lowest trading price of the Company's common stock during the twenty-five-day trading period prior to the issue date of the Note and (ii) 50% of the average of the three lowest trading prices of the Company’s common stock during the twenty-five day trading period prior to the conversion (the “Note”). The Company received net proceeds of $112,250 from the issuance of the Note, after deducting an original issue discount and debt issuance costs. On July 11, 2018, the holder of the note elected to convert interest of $3,120 into 15,000 post-split (120,000 pre-split shares) of common stock. On November 28, 2018, the holder of the Note converted $2,000 of the interest of the Note to 25,000 post-split shares (200,000 pre-split shares) of common stock. The Company determined that the conversion feature embedded in the Note required bifurcation and presentation as a liability. During the year ended December 31, 2017, the Company recorded an initial derivative liability of $427,000, resulting in initial derivative expense of $324,750, and an initial debt discount of $102,250 to be amortized into interest expense through the maturity of the Note. During the years ended December 31, 2018 and 2017, the Company recognized $122,719 and $2,281, respectively, of amortization expense. As of December 31, 2018 and 2017, the Note had a principal balance of $125,000 for both periods, and is carried at $125,000 and $2,281 respectively, net of remaining discounts of $0 and $122,719, respectively. 125,000 2,281 Convertible note in the amount of $58,500 dated, March 16, 2018, accruing interest at an annual rate of 9%, matures on December 16, 2018, and convertible into common stock of the Company at a conversion price equal to the lesser of (i) $2.00 ($0.25 pre-split) and (ii) 51% of the average of the three lowest trading prices of the Company’s common stock during the twenty-five day trading period prior to the conversion (the “Note”). The Company received net proceeds of $41,050 from the issuance of the Note, after deducting an original issue discount and debt issuance costs. The Company determined that the conversion feature embedded in the Note required bifurcation and presentation as a liability. During the year ended December 31, 2018, the Company recorded an initial derivative liability of $94,000, resulting in initial derivative expense of $46,000, and an initial debt discount of $48,000 to be amortized into interest expense through the maturity of the Note. During the year ended December 31, 2018, the Company recognized $65,450 of amortization expense and as of December 31, 2018, the note is carried at its face value of $58,500. 58,500 — Convertible note in the amount of $60,000 dated, June 29, 2018, accruing interest at an annual rate of 12%, maturing on June 29, 2019, and convertible into common stock of the Company at a conversion price equal to 50% of the average of the three lowest trading prices of the Company’s common stock during the twenty-day trading period prior to the conversion (the “Note”). The Company received net proceeds of $51,900 from the issuance of the Note, after deducting an original issue discount and debt issuance costs. In December 2018, the Company agreed to increase the principal balance of note by $30,000 in relation to the assignment of the Note by the holder to another third party. The Company determined that the conversion feature embedded in the Note required bifurcation and presentation as a liability. During the year ended December 31, 2018, the Company recorded an initial derivative liability of $120,000, resulting in initial derivative expense of $63,000, and an initial debt discount of $57,000 to be amortized into interest expense through the maturity of the Note. During the year ended December 31, 2018, the Company recognized $30,981 of amortization expense and as of December 31, 2018, the Note had a principal balance of $90,000, and is carried at $55,881, net of un-amortized discounts of $34,119. 55,881 — Convertible note in the aggregate amount of $30,000 dated, July 3, 2018, accruing interest and an annual rate of 12%, maturing on July 3, 2019, and convertible into common stock of the Company at a conversion price equal to 50% of the average of the three lowest trading prices of the Company’s common stock during the twenty-day trading period prior to the conversion (the “Notes”). The Company received net proceeds of $28,000 from the issuance of the Note , after deducting an original issue discount and debt issuance costs. The Company determined that the conversion feature embedded in the Note required bifurcation and presentation as a liability. During the year ended December 31, 2018, the Company recorded an initial derivative liability of $68,000, resulting in initial derivative expense of $40,000, and an initial debt discount of $28,000 to be amortized into interest expense through the maturity of the Note. During the year ended December 31, 2018, the Company recognized $16,620 of amortization expense. As of December 31, 2018, the Note had a principal balance of $30,000 and the note is carried at $14,120, net of un-amortized discount of $15,880. 14,120 — Convertible notes in the aggregate amount of $70,500 dated, October 23, 2018 ($35,250) and October 26, 2018 ($35,250), accruing interest at an annual rate of 12%, maturing in one year, and convertible into common stock of the Company at a conversion price equal to the lesser of i) the closing sale price of the Company's common stock on closing date and ii) 60% of the lowest trading price of the Company’s common stock during the twenty-day trading period prior to the conversion (the “Note”). The Company received net proceeds of $57,000 from the issuance of the Note, after deducting an original issue discount and debt issuance costs. The Company determined that the conversion features embedded in the Notes required bifurcation and presentation as liabilities. During the year ended December 31, 2018, the Company recorded initial derivative liabilities of $187,000, resulting in initial derivative expense of $127,000, and initial debt discounts of $60,000 to be amortized into interest expense through the maturity of the Note. During the year ended December 31, 2018, the Company recognized $15,535 of amortization expense and as of December 31, 2018, the Note had a principal balance of $70,500 and the notes are carried at $10,593, net of un amortized discounts of $59,907. 10,593 — Convertible Notes in the aggregate amount of $100,000, issued on March 22, 2018. The Notes bear interest at a rate of 5% per annum and will mature on February 1, 2023. If a qualified financing from which at least $5 million of gross proceeds are raised occurs prior to the maturity date, then the outstanding principal balance of the notes, together with all accrued and unpaid interest thereon, shall be automatically converted into a number of shares of the Company’s common stock at $0.40 ($0.05 pre-split) per Share. The Notes offers registration rights wherein the Company agrees that within 45 days of a Qualified Offering, prior to the Maturity Date, the Company shall file a registration statement with the SEC registering for resale the shares of Company’s common stock into which the Notes are convertible. The balance of notes as of December 31, 2018 totaled $100,000. 100,000 — Net Carrying Amount of Convertible Debt $ 591,788 $ 57,796 Less: Current Portion 491,788 57,796 Convertible Notes, Long Term $ 100,000 $ 0
Schedule of debt	2018 2017 Principal Amount $ 701,694 $ 332,500 Less unamortized debt discount and debt issuance costs (109,906 ) (274,704 ) Total convertible debt less unamortized debt discount and debt issuance costs $ 591,788 $ 57,796

DERIVATIVE LIABILITIES (Tables)

DERIVATIVE LIABILITIES (Tables)	12 Months Ended
	Dec. 31, 2018
Fair Value Measurement Tables
Fair value assumptions	2018 2017 Expected Volatility 85.8% to 455.8% 300.9% to 333.9% Expected Term 0.25 to 1.0 Years 0.25 to 1.0 Years Risk Free Rate 1.6% to 2.6% 1.2% to 1.5% Dividend Rate 0.00% 0.00%
Summary of changes in fair value of financial liabilities	Balance, December 31, 2016 $ - Initial fair value at note issuances 876,000 Change in fair value 54,000 Balance, December 31, 2017 930,000 Initial fair value at note issuances 469,000 On conversions and repayments (90,855 ) Change in fair value 433,855 Balance, December 31, 2018 $ 1,742,000 Net loss for the year included in earnings relating to the liabilities held at December 31, 2018 $ 433,855 Non-cash interest expenses related to derivative liability $ 394,839

STOCKHOLDERS_ DEFICT (Tables)

STOCKHOLDERS’ DEFICT (Tables)	12 Months Ended
	Dec. 31, 2018
Stockholders Defict
Outstanding warrants	Shares Underlying Outstanding Exercise Expiration Warrants Price Date 208,333 $ 4.80 June 30, 2019 435,750 $ 0.32 October 15, 2020 644,083
Fair value assumptions	Risk-free interest rate 2.72 – 3.2 % Expected volatility 343.72 – 412.31 % Expected term (in years) 5-10 Expected dividend yield 0 %
Stock option activity	Weighted Average Weighted Remaining Average Contractual Aggregate Exercise Term Intrinsic Shares Price (Years) Value Outstanding at December 31, 2017 - $ - - $ - Granted 959,375 0.41 9.00 - Exercised - - - - Expired/cancelled - - - - Outstanding at December 31, 2018 959,375 $ 0.41 8.79 $ - Vested at December 31, 2018 917,708 $ 0.39 8.98 $ -
Shares reserved for future issuance	Shares Reserved Stock options outstanding 959,375 Available for future grants under the 2018 Plan 228,125 Warrants outstanding 644,083 Total shares reserved 1,861,583

INCOME TAXES (Tables)

INCOME TAXES (Tables)	12 Months Ended
	Dec. 31, 2018
Income Tax Disclosure [Abstract]
Effective tax rate	2018 2017 US Federal Statutory Tax Rate 21.00 % 21.00 % State taxes 4.35 % 4.35 % Change in valuation allowance (25.35 %) (25.34 %) 0.00 % 0.00 %
Deferred tax assets	2018 2017 Deferred Tax Assets: Net Operating Loss $ 2,668,829 $ 1,285,000 Valuation Allowance (2,668,829 ) (1,285,000 ) Net Deferred Tax Asset $ — $ —

BUSINESS DESCRIPTION (Details N

BUSINESS DESCRIPTION (Details Narrative)	12 Months Ended
	Dec. 31, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Date of incorporation	Jan. 18, 2008
State of incorporation	Nevada
Current Fiscal Year End Date	--12-31

GOING CONCERN (Details Narrativ

GOING CONCERN (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Cash and cash equivalents	$ 1,960	$ 161,215	$ 1,055,336
Accumulated deficit	(10,537,892)	(6,200,573)
Net loss from operations	(2,436,226)	(3,124,907)
Net Cash Used In Operating Activities	(465,755)	(1,234,921)
Net Loss	$ (4,337,319)	$ (3,860,675)

SIGNIFICANT ACCOUNTING POLICI_3

SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Share based expense	$ 227,394	$ 0
Research and development	300,000	356,076
Cash and cash equivalents	1,960	161,215	$ 1,055,336
Marketable securities impairment	0	1,050,000
Impairment on equipment	$ 0	$ 1,050,000
Computer Equipment [Member]
Property and equipment, estimated useful life	3 years
Equipment [Member] | Minimum [Member]
Property and equipment, estimated useful life	5 years
Equipment [Member] | Maximum [Member]
Property and equipment, estimated useful life	20 years

CONVERTIBLE LOAN NOTES (Details

CONVERTIBLE LOAN NOTES (Details) - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Convertible Loan Notes Details
Net Carrying Amount of Convertible Debt	$ 591,788	$ 57,796
Less: Current Portion	491,788	0
Convertible Notes, Long Term	$ 100,000	$ 0

CONVERTIBLE LOAN NOTES (Detai_2

CONVERTIBLE LOAN NOTES (Details 1) - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Convertible Loan Notes Details
Principal Amount	$ 701,694	$ 332,500
Less unamortized debt discount and debt issuance costs	(109,906)	(274,704)
Current debt less unamortized debt discount and debt issuance costs	$ 591,788	$ 57,796

DERIVATIVE LIABILITIES (Details

DERIVATIVE LIABILITIES (Details)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Derivative Liabilities
Volatility, Minimum	85.80%	300.90%
Volatility, Maximum	455.80%	333.90%
Expected Term, Minimum	3 months	3 months
Expected Term, Maximum	1 year	1 year
Risk-free interest rate, minimum	1.60%	1.20%
Risk-free interest rate, maximum	2.60%	1.50%
Dividend rate	0.00%	0.00%

DERIVATIVE LIABILITIES (Detai_2

DERIVATIVE LIABILITIES (Details 1) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Fair Value Measurement Details 1
Balance, beginning	$ 930,000	$ 0
Initial fair value at note issuances	469,000	876,000
On conversions and repayments	(90,855)
Change in fair value	433,855	54,000
Balance, ending	1,742,000	$ 930,000
Net loss for the year included in earnings relating to the liabilities held at December 31, 2018	433,855
Non-cash interest expenses related to derivative liability	$ 394,839

STOCKHOLDERS' DEFICIT (Details)

STOCKHOLDERS' DEFICIT (Details)	Dec. 31, 2018$ / sharesshares
Shares underlying outstanding warrants	644,083
Warrant
Shares underlying outstanding warrants	208,333
Exercise price | $ / shares	$ 4.80
Expiration	Jun. 30, 2019
Warrant
Shares underlying outstanding warrants	435,750
Exercise price | $ / shares	$ 0.32
Expiration	Oct. 15, 2020

STOCKHOLDERS' DEFICIT (Details

STOCKHOLDERS' DEFICIT (Details 1)	12 Months Ended
	Dec. 31, 2018
Volatility, Minimum	2.72%
Volatility, Maximum	3.20%
Dividend rate	0.00%
Minimum [Member]
Expected Term	5 years
Maximum [Member]
Expected Term	10 years

STOCKHOLDERS_ DEFICT (Details 2

STOCKHOLDERS’ DEFICT (Details 2)	12 Months Ended
	Dec. 31, 2018$ / sharesshares
Stock Option Plan Details 3Abstract
Number of options outstanding, beginning | shares	0
Number of options granted | shares	959,375
Number of options exercised | shares	0
Number of options forfeited/cancelled | shares	0
Number of options outstanding, ending | shares	959,375
Vested at September 30, 2018 | shares	917,708
Weighted average exercise price outstanding, beginning | $ / shares	$ 0
Weighted average exercise price granted | $ / shares	0.41
Weighted average exercise price exercised | $ / shares	0
Weighted average exercise price forfeited/cancelled | $ / shares	0
Weighted average exercise price outstanding, ending | $ / shares	0.41
Weighted average exercise price, vested | $ / shares	$ 0.39

STOCKHOLDERS_ DEFICT (Details 3

STOCKHOLDERS’ DEFICT (Details 3)	Dec. 31, 2018shares
Reserved shares	1,861,583
Stock options outstanding
Reserved shares	959,375
Available for future grants under the 2018 Plan
Reserved shares	228,125
Warrants outstanding
Reserved shares	644,083

STOCKHOLDERS_ DEFICT (Details N

STOCKHOLDERS’ DEFICT (Details Narrative) - $ / shares	Dec. 31, 2018	Dec. 31, 2017
Common stock, shares authorized	650,000,000	650,000,000
Common stock, par value per share	$ 0.0001	$ 0.0001
Common stock, shares issued	6,233,524	4,383,983
Common stock, shares outstanding	6,233,524	4,383,983
Preferred stock, shares authorized	0.0001	0.0001
Preferred stock, par value per share	$ 50,000,000	$ 50,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Series A Preferred Stock [Member]
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, par value per share	$ 0.0001	$ 0.0001
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Series B1 Preferred Stock [Member]
Preferred stock, shares authorized	32,000,000	32,000,000
Preferred stock, par value per share	$ 0.0001	$ 0.0001
Preferred stock, shares issued	2,800,000	2,800,000
Preferred stock, shares outstanding	2,800,000	2,800,000
Series B2 Preferred Stock [Member]
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, par value per share	$ 0.0001	$ 0.0001
Preferred stock, shares issued	8,684,000	8,684,000
Preferred stock, shares outstanding	8,684,000	8,684,000
Series C Preferred Stock [Member]
Preferred stock, shares authorized	1,733,334	1,733,334
Preferred stock, par value per share	$ 0.0001	$ 0.0001
Preferred stock, shares issued	1,733,334	1,733,334
Preferred stock, shares outstanding	1,733,334	1,733,334

INCOME TAXES (Details)

INCOME TAXES (Details)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Income Taxes Details Abstract
US Federal Statutory Tax Rate	21.00%	21.00%
State taxes	4.35%	4.35%
Change in valuation allowance	(25.35%)	(25.34%)
Effective tax rate	0.00%	0.00%

INCOME TAXES (Details 1)

INCOME TAXES (Details 1) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Income Tax Disclosure [Abstract]
Net Operating Loss	$ 2,668,829	$ 1,285,000
Valuation allowance	(2,668,829)	(1,285,000)
Total tax expense	$ 0	$ 0