Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Apr. 12, 2019 | Jun. 29, 2018 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | Natur International Corp. | ||
Entity Central Index Key | 0001552845 | ||
Trading Symbol | NTRU | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2018 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2018 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Shell Company | false | ||
Entity Ex Transition Period | false | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Public Float | $ 622,238 | ||
Entity Common Stock, Shares Outstanding | 131,765,194 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Current Assets | ||
Cash and cash equivalents | $ 128,364 | $ 1,082,734 |
Accounts receivable | 42,744 | 39,165 |
Related party receivable | 1,833 | 131,749 |
Inventories | 179,072 | 269,469 |
Other current assets | 99,535 | 360,590 |
Current assets held for disposal | 377,628 | 401,747 |
Total Current Assets | 829,176 | 2,285,454 |
Non-Current Assets | ||
Intangible assets | 37,353 | 85,694 |
Fixed assets | 523,510 | 667,538 |
Other assets | 201,160 | 224,560 |
Non-current assets held for disposal | 51,165 | 61,719 |
Total Non-Current Assets | 813,188 | 1,039,511 |
TOTAL ASSETS | 1,642,364 | 3,324,965 |
Current Liabilities | ||
Accounts Payable | 1,127,345 | 993,667 |
Accrued Expenses & other contingent liabilities | 583,161 | 672,622 |
Related party other liabilities | 2,032,705 | 1,195,627 |
Related party other notes | 1,072,849 | 552,061 |
Convertible note payable | 1,600,710 | 1,559,875 |
Related party convertible notes payable | 11,671,743 | 11,031,512 |
Current liabilities held for disposal | 887,126 | 252,841 |
Total Current Liabilities | 18,975,639 | 16,258,205 |
Total liabilities | 18,975,639 | 16,258,205 |
Shareholders’ Deficit | ||
Common stock, $0.001 par value, 200,000,000 shares authorized, 129,049,192 and 115,759,999 issued and outstanding as of December 31, 2018 and December 31, 2017 respectively. | 129,049 | 115,760 |
Additional paid in capital | 5,174,269 | 3,316,560 |
Total Shareholders' deficit | (22,299,570) | (15,250,748) |
Accumulated other comprehensive loss | (337,125) | (1,114,812) |
TOTAL SHAREHOLDERS' DEFICIT | (17,333,275) | (12,933,240) |
LIABILITIES AND SHAREHOLDERS' DEFICIT | 1,642,364 | 3,324,965 |
Preferred stock A | ||
Shareholders’ Deficit | ||
Preferred stock | 2 | |
TOTAL SHAREHOLDERS' DEFICIT | 2 | |
Preferred stock B | ||
Shareholders’ Deficit | ||
Preferred stock | 100 | |
TOTAL SHAREHOLDERS' DEFICIT | $ 100 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2018 | Dec. 31, 2017 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 129,049,192 | 115,759,999 |
Common stock, shares outstanding | 129,049,192 | 115,759,999 |
Preferred stock A | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 2,469,131 | 2,469,131 |
Preferred Stock, shares issued | 2,469,131 | |
Preferred stock, shares outstanding | 2,469,131 | |
Preferred stock B | ||
Preferred stock, par value | $ 0.001 | |
Preferred stock, shares authorized | 100,000 | 100,000 |
Preferred Stock, shares issued | 100,000 | |
Preferred stock, shares outstanding | 100,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Statement [Abstract] | ||
REVENUE | $ 1,675,160 | $ 526,339 |
COST OF GOODS SOLD – RELATED PARTY | 935,156 | 302,595 |
COST OF GOODS SOLD | 117,918 | 130,310 |
COST OF GOODS SOLD, TOTAL | 1,053,074 | 432,905 |
GROSS MARGIN | 622,086 | 93,434 |
OPERATING EXPENSES | ||
Wages & Salaries | 1,309,965 | 1,873,130 |
Selling, General & Administrative | 4,613,549 | 5,455,188 |
Amortization & depreciation | 209,265 | 170,977 |
Total operating expenses | 6,132,779 | 7,499,295 |
LOSS FROM OPERATIONS | (5,510,693) | (7,405,861) |
Interest expense | 194,064 | 327,769 |
LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES | (5,704,757) | (7,733,630) |
Income taxes | ||
LOSS FROM CONTINUING OPERATIONS | (5,704,757) | (7,733,630) |
Discontinued operations (Note 14) | ||
Loss on disposal of subsidiary | (56,762) | |
Loss from operations of discontinued Component | (1,287,303) | (1,416,010) |
NET LOSS | $ (7,048,822) | $ (9,149,640) |
Earnings Per Share | $ (0.06) | $ (0.08) |
Diluted Earnings Per Share | $ (0.06) | $ (0.08) |
COMPREHENSIVE INCOME | ||
Net Loss | $ (7,048,822) | $ (9,149,640) |
Other comprehensive income (loss) | 777,687 | (968,348) |
COMPREHENSIVE LOSS | $ (6,271,135) | $ (10,117,988) |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Deficit - USD ($) | Common Stock | Other Paid in Capital | Retained deficit | Accumulated OCI | Preferred A | Preferred B | Total |
Balance at Dec. 31, 2016 | $ 115,760 | $ 3,316,560 | $ (6,101,108) | $ (146,464) | $ (2,815,252) | ||
Balance, Shares at Dec. 31, 2016 | 115,759,999 | ||||||
Net Loss | (9,149,640) | (9,149,640) | |||||
Other comprehensive loss/income | (968,348) | (968,348) | |||||
Balance at Dec. 31, 2017 | $ 115,760 | 3,316,560 | (15,250,748) | (1,114,812) | (12,933,240) | ||
Balance, Shares at Dec. 31, 2017 | 115,759,999 | ||||||
Net Loss | (7,048,822) | (7,048,822) | |||||
Recapitalization | $ 13,289 | 1,857,709 | $ 2 | $ 100 | 1,871,100 | ||
Recapitalization, shares | 13,289,193 | 2,469.131 | 100,000 | ||||
Other comprehensive loss/income | 777,687 | 777,687 | |||||
Balance at Dec. 31, 2018 | $ 129,049 | $ 5,174,269 | $ (22,299,570) | $ (337,125) | $ 2 | $ 100 | $ (17,333,275) |
Balance, Shares at Dec. 31, 2018 | 129,049,192 | 2,469.131 | 100,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
CASHFLOW FROM OPERATING ACTIVITIES | ||
Net Loss | $ (7,048,822) | $ (9,149,640) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Amortization & depreciation | 209,265 | 170,977 |
Changes in: | ||
- Accounts receivable | (3,579) | 95,287 |
- Related party receivable | 129,916 | (65,184) |
- Inventories | 90,397 | (216,017) |
- Other current assets | 261,055 | 933,149 |
- Accounts payable | 133,678 | (765,934) |
- Accrued Expenses | 22,749 | 1,195,627 |
- Accrued expenses – Related Parties | 913,577 | 242,241 |
Net cash used by operating activities | (5,291,764) | (7,559,494) |
Net cash provided from operating activities - Discontinued operations | 620,074 | 26,141 |
CASH FLOW FROM INVESTING ACTIVITIES | ||
Cash received for sale of property and equipment | 6,504 | |
Cash paid for purchase of property and equipment | (340,429) | |
Net cash from/(used) in investing activities | 6,504 | (340,429) |
Net cash from/(used) in investing activities - Discontinued Operations | 10,554 | 16,713 |
CASH FLOW FROM FINANCING ACTIVITIES | ||
Related party loan repayments | (2,828,078) | |
Related party loan additions | 400,750 | |
Cash received from acquisition | 1,909,430 | |
Convertible note payable | 1,559,875 | |
Related party convertible loan additions | 1,145,452 | 11,031,512 |
Net cash provided from financing activities | 3,455,632 | 9,763,309 |
Net cash from financing activities - Discontinued Operations | ||
Effect of foreign exchange rate changes on cash and cash equivalents | 244,630 | (968,348) |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | (954,370) | 937,892 |
CASH AND CASH EQUIVALENTS beginning of period | 1,082,734 | 144,842 |
CASH AND CASH EQUIVALENTS end of period | $ 128,364 | $ 1,082,734 |
Organization and Nature of Busi
Organization and Nature of Business | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND NATURE OF BUSINESS | NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS Natur International Corp was formerly named Future Healthcare of America. Future Healthcare of America was founded in 2012 and was traded with stock ticker symbol FUTU. Future Healthcare of America was a provider of home healthcare services, including senior care, occupational and speech therapy, and pediatric nursing services. The name change took place following the consummation of acquisition of Natur Holding B.V. and became effective Monday, January 7. The stock ticker symbol has become NTRU. Currently the healthcare services are being wound down. Natur Holding B,V. (“we”, “our”, “the Company” or “Natur”) was founded in late 2015 and has its headquarters in Amsterdam, the Netherlands. Our current products include a range of cold pressed juices and healthy snacks. These products are currently sold either directly or through distribution partners in the Netherlands and the United Kingdom. Through third party contract manufacturers, we apply patented technology to proprietary nutrient dense blends of fruit and vegetables. These are bottled or packed with technically advanced food safety measures and cold high-pressure processing to bring fresh tasting fruit and vegetable blends to market through more than fifteen product types. Natur’s distribution combines direct-to-business, direct-to-consumer and through select distributors. We also operate our flagship branded store in the Amsterdam canal district to operate as a consumer experiential environment. The Company products value proposition is to affordably provide the most authentic fresh fruit and vegetable juice experiences to democratize clean, healthy, eating and drinking occasions. Natur operated as a private enterprise in the Netherlands from its founding in 2015 through November 13, 2018, when it was acquired as a wholly owned subsidiary in a share exchange transaction by Future Healthcare of America on November 13, 2018, contemplated by that certain Share Exchange Agreement, among the Company and the former shareholders of Natur Holding, B.V. (the “Share Exchange Transaction”). In connection with the Share Exchange Transaction, the former shareholders of Natur received the equivalent of 215,759,999 shares of the Common Stock (the “Common Stock”), which was issued in part as 115,760,000 shares of Common Stock and in part as 100,000 shares of voting, convertible Series B Preferred Stock (the “Series B Preferred Stock”) representing 100,000,000 shares of Common Stock upon conversion. The Series B Preferred Stock will convert automatically upon the Company increasing the number of shares of Common Stock of its authorized capital, which it plans to do promptly so as to cause the conversion of the Series B Preferred Stock. Immediately after the Share Exchange Transaction, the former Natur shareholders collectively own the controlling position among the shareholders of the Company The merger was accounted for as a reverse capitalization with Natur Holding BV being treated as the accounting acquirer. As such, the historical information for all periods presented prior to the merger date relate to Natur Holding BV. Subsequent to the merger date, the information relates to the consolidated entities of Natur with its subsidiary Natur Holding BV and the former subsidiaries of Future Healthcare of America, that are currently in the process of being wound down and presented as discontinued operations. In connection with the acquisition, net cash received was $2,000,000 and costs incurred were $399,381 including professional fees for legal, accounting services and finance commission. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation. Consolidation - Use of Estimates in Financial Statement Preparation. Customer Concentration and Credit Risk. Two customers accounted for more than 58% of revenues from continuing operations for 2018. One other customer exceeded 10% of revenues during the year ended December 31, 2017 accounting for 14% of revenue. No other customers exceeded 10% of revenues during the year ended December 31, 2018. The Company believes it will continue to reduce the customer concentration risks by engaging new customers and increasing activity of existing less active customers and smaller, newer customer relationships. The Company is also utilizing its ability to sell its receivable debts to a third party to reduce the recoverability risk of its larger accounts. While the Company continues to acquire new customers in an effort to grow and reduce its customer concentration risks, management believes these risks will continue for the foreseeable future especially regarding revenue concentration. Two vendors accounted for more than 23% of accounts payable at December 31, 2018, and three vendors accounted for more than 22% of accounts payable at December 31, 2017. No other vendors exceeded 10% of accounts payable at December 31, 2018 and December 31, 2017. Cash and Cash Equivalents. Accounts Receivable. Inventory. Property and Equipment Category Estimated Useful lives Building and improvements 5 years Machines and installations 5 years Furniture and fixtures 7 years Hardware and software 3 years Intangible Assets, and Long-Lived Assets. The Company’s long-lived assets, including intangibles, are reviewed for impairment whenever events or changes in circumstances indicate that the historical cost carrying value of an asset may no longer be appropriate. The Company assesses recoverability of the asset by comparing the undiscounted future net cash flows expected to result from the asset to its carrying value. If the carrying value exceeds the undiscounted future net cash flows of the asset, an impairment loss is measured and recognized. An impairment loss is measured as the difference between the net book value and the fair value of the long-lived asset. Long lived assets were evaluated for impairment and no impairment losses were incurred during the years ended December 31, 2018 and 2017, respectively. Related Party Transactions. Revenue Recognition. Step 1: Identify the contract with the customer Step 2: Identify the performance obligations in the contract Step 3: Determine the transaction price Step 4: Allocate the transaction price to the performance obligations in the contract Step 5: Recognize revenue when the company satisfies a performance obligation The Company’s performance obligations are satisfied at the point in time when products are received by the customer, which is when the customer has title and the significant risks and rewards of ownership. Therefore, the Company’s contracts have a single performance obligation (shipment of product). The Company primarily receives fixed consideration for sales of product. The Company does not have any significant contracts with customers requiring performance beyond delivery, and contracts with customers contain no incentives or discounts that could cause revenue to be allocated or adjusted over time other than those discussed in Note 8. Shipping and handling activities are performed before the customer obtains control of the goods and therefore represent a fulfillment activity rather than a promised service to the customer. Revenue and costs of sales are recognized when control of the products transfers to our customer, which generally occurs upon delivery to the customer. The Company’s performance obligations are satisfied at that time. Revenues do not include sales or other taxes collected from customers. The Company’s products are sold and distributed through various channels, which include selling directly to retail stores and other outlets such as food markets, institutional accounts and independent outlets. The Company typically collects payment from customers within 30 days from the date of sale. The following table presents our continued revenues disaggregated by geographical region: 2018 2017 Netherlands 1,656,069 526,339 France 6,281 - Iceland 12,810 - Total 1,675,160 526,339 The Company sells its products and extends credit, generally without requiring collateral, based on an ongoing evaluation of the customer’s business prospects and financial condition. The Company evaluates the collectability of its trade accounts receivable based on a number of factors, including the Company’s historic collections pattern and changes to a specific customer’s ability to meet its financial obligations. The Company has established an allowance for doubtful accounts to adjust the recorded receivable to the estimated amount the Company believes will ultimately be collected. The nature of the Company’s contracts does not give rise to variable consideration, such as prospective and retrospective rebates. The Company experiences customer returns primarily as a result of damaged or out-of-date product. At any given time, the Company estimates less than 1% of bottle sales could be at risk for return by customers. As the company do not deem this amount to be material no provision has been recorded for either the year ended 2018 or 2017. Returned product is recognized as a reduction of net sales. Recent Accounting Pronouncements Compensation—Stock Compensation: Compensation—Stock Compensation (Topic 718) - Improvements to Nonemployee Share-Based Payment Accounting, Leases: Income Statement – Reporting Comprehensive Income: Revenue from contracts with customers: In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)”, which superseded previous revenue recognition guidance. ASU No. 2014-09 and its amendments were included in Accounting Standards Codification (“ASC”) 606, “Revenue from Contracts with Customers”. ASC 606 requires that a company recognizes revenue at an amount that reflects the consideration to which the company expects to be entitled in exchange for transferring goods or services to a customer. The Company adopted ASC 606 effective January 1, 2018, using the modified retrospective approach, with no impact to the opening retained earnings. Results for periods beginning on or after January 1, 2018 are presented under ASC 606, while prior periods are not adjusted and continue to be reported in accordance with the prior accounting guidance under ASC 605, “Revenue Recognition”. Foreign Currency Translation. The financial records of the Company are maintained in its local currency, the euro (“EUR”), which is the functional currency. Assets and liabilities are translated from the local currency into the reporting currency, U.S. dollars, at the exchange rate prevailing at the balance sheet date. Revenues and expenses are translated at weighted average exchange rates for the period to approximate translation at the exchange rates prevailing at the dates those elements are recognized in the consolidated financial statements. Foreign currency translation gain (loss) resulting from the process of translating the local currency financial statements into U.S. dollars are included in determining accumulated other comprehensive income in the consolidated statement of stockholders’ equity. Unless otherwise noted, the rate presented below per U.S. $1.00 was the midpoint of the interbank rate as quoted by OANDA Corporation (www.oanda.com) contained in its consolidated financial statements. Translation of amounts from EUR into U.S. dollars has been made at the following exchange rates for the respective periods: December 31, 2018 December 31, 2017 Balance Sheets 0.8734 0.8334 Statements of operations and comprehensive income (loss) 0.8464 0.8870 Equity 0.9037 0.9037 Cost of Revenues. Employee Benefits. Income Taxes. Natur Holding, the Dutch subsidiary of Natur International Corp is structured as a Dutch limited liability company. Tax on the result is calculated based on the result before tax in the profit and loss account, taking into account losses available for set-off from previous years (to the extent that they have not already been included in the deferred tax assets) and exempt profit components and after the addition of non-deductible costs. Due account is also taken of changes which occur in the deferred tax assets and deferred tax liabilities in respect of changes in the applicable tax rate. The corporate tax rate for profits above $238,812 (or €200,000) amounts to 25%. Below that amount the rate is 20%. Future profits can be carried back to prior year losses for a maximum of 9 years for the full amount of losses incurred. We have the following Net Operating Losses that we will be able to offset against future profits with regards to corporation tax. 2016: $ 6,308,373 2017: $ 7,733,630 2018: $ 5,704,757 In the financial statements of group companies, a tax charge is calculated on the basis of the accounting result. The corporate income tax that is due by these group companies is charged into the current accounts of the company. Because of the compensable losses no deferred taxes are included in the financial statements. From incorporation of the company only the Corporation Tax return of 2015/2016 has been filed. All years are still subject to examination. Fair Value of Financial Instruments. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company does not have any assets or liabilities that are required to be measured and recorded at fair value on a recurring basis. Income /(Loss) Per Share |
Going Concern
Going Concern | 12 Months Ended |
Dec. 31, 2018 | |
GOING CONCERN [Abstract] | |
GOING CONCERN | NOTE 3 GOING CONCERN The Company considered its going concern disclosure requirements in accordance with ASC 240-40-50. The Company concluded that its negative working capital and decreased cash flows from operations are conditions that raised substantial doubt about the Company’s ability to continue as a going concern. Without a successful plan in place from management these conditions could negatively impact the Company’s ability to meets its financial obligations over the next year. In response, the Company has implemented a plan to alleviate such reasonable doubt as follows: (i) the Company will continue to generate additional revenue (and positive cash flows from operations) partly related to the Company’s expansion into new product lines during 2019 and partly related to the Company wide sales initiatives already implemented; (ii) in addition cost saving initiatives and an organization restructuring program that is almost completed, will have an additional positive impact on the cost-basis of the organization. Notwithstanding the foregoing, the Company will seek capital as needed, which may be either equity or debt, or both. The Company does not have any capital sources determined at this time, and capital may not be available when sought. The accompanying financial statements have been prepared assuming that the company will continue as a going concern. The company is currently undertaking a corporate restructuring exercise, which is further disclosed in Note 16 – subsequent events. |
Related Party Receivables
Related Party Receivables | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
RELATED PARTY RECEIVABLES | NOTE 4 RELATED PARTY RECEIVABLES Receivables of related parties at December 31, 2018 and December 31, 2017 consisted of the following: December 31, December 31, 2018 2017 NL Life Sciences B.V. - 93,748 Flare Media B.V. - 37,156 Other related party receivable 1,833 845 1,833 131,749 |
Other Current Assets
Other Current Assets | 12 Months Ended |
Dec. 31, 2018 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
OTHER CURRENT ASSETS | NOTE 5 OTHER CURRENT ASSETS Other current assets at December 31, 2018 and December 31, 2017 consisted of the following: December 31, 2018 December 31, 2017 Value Added Tax receivable 67,388 162,687 Prepaid expenses 32,054 197,812 Other Receivables 93 91 99,535 360,590 |
Fixed Assets
Fixed Assets | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
FIXED ASSETS | NOTE 6 FIXED ASSETS Property and equipment at December 31, 2018 and December 31, 2017 consisted of the following: December 31, 2018 December 31, 2017 Building and improvements 491,847 515,432 Machines and installations 65,886 69,043 Furniture and fixtures 200,508 206,260 Hardware and software 80,163 46,090 838,404 836,825 Less: Accumulated Depreciation (314,894 ) (169,287 ) 523,510 667,538 Depreciation expense for the period ended December 31, 2018 and the year ended December 31, 2017 was $179,600, and $157,534, respectively. The other movement in cost is related to translation from operational currency to reporting currency. |
Other Assets
Other Assets | 12 Months Ended |
Dec. 31, 2018 | |
Transfers and Servicing [Abstract] | |
OTHER ASSETS | NOTE 7 OTHER ASSETS Other assets are deposits for the head office rent and deposits for the shops in Amsterdam. They will be repaid upon expiration of the lease. December 31, 2018 December 31, 2017 Head office Rental deposit 103,614 105,119 Ferdinand Bolstraat store Rental deposit 34,651 35,154 Prinsengracht store Rental deposit 18,711 18,983 Credit card deposit 2,112 24,096 Hay Hill Rental deposit 34,364 34,862 Other 7,708 6,345 Total 201,160 224,560 |
Accrued Expenses & Other Contin
Accrued Expenses & Other Contingent Liabilities | 12 Months Ended |
Dec. 31, 2018 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES & OTHER CONTINGENT LIABILITIES | NOTE 8 ACCRUED EXPENSES & OTHER CONTINGENT LIABILITIES Accrued Expenses & other contingent liabilities at December 31, 2018 and December 31, 2017 consisted of the following: December 31, 2018 December 31, 2017 Taxes payable 352,423 412,748 Invoices to be received 3,972 185,488 Holiday Allowance Payable 24,642 39,764 Other accrued expenses & other contingent liabilities 202,164 34,662 583,161 672,622 On November 13, 2018, the Company financed the premium for directors’ and officers’ insurance. The Company borrowed $71,703.90 at 6.20% interest, and the note will be repaid in 10 equal installments of $6,120.39 after a first payment of $10,500. As of December 31, 2018, the balance of the note payable was $71,703.90. |
Related Party Other Liabilities
Related Party Other Liabilities | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
RELATED PARTY OTHER LIABILITIES | NOTE 9 RELATED PARTY OTHER LIABILITIES Related party other liabilities at December 31, 2018 and December 31, 2017 consisted of the following: December 31, 2018 December 31, 2017 NL Life Sciences B.V. 563,118 - STB Family Offices SARL 200,234 185,012 STB Family Offices B.V. 661,432 - Stichting Thank You Nature 16,913 - Flare Media B.V. 25,458 - AMC 325,382 789,148 Management 142,154 - Yoomoo Limited 98,014 102,714 Other related party debt - 118,753 2,032,705 1,195,627 For the outstanding amount relating to AMC this transaction relates to the purchase of bottled juices for resale. Total purchases relating to goods sold for the period ended December 31, 2018 and the year ended December 31, 2017 was $1,400,328, and $868,003, respectively. For the loan from NL Life Sciences and STB Family Offices there is no repayment schedule in place. The interest rate is charged on the basis of EURIBOR + 3% on the average balance of the loan. The other loans consist of the procurement of juices and consulting fees for the management team. No interest is being charged. |
Related Party Other Notes
Related Party Other Notes | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Other Notes [Abstract] | |
RELATED PARTY OTHER NOTES | NOTE 10 RELATED PARTY OTHER NOTES Loan from other related parties at December 31, 2018 and December 31, 2017 consisted of the following: December 31, December 31, 2018 2017 Efficiency Life Fund 400,750 - TriDutch Holding B.V. 672,099 552,061 1,072,849 552,061 For the loan from Tridutch Holding B.V., there is no repayment schedule in place. The interest rate is charged on the basis of EURIBOR + 3% on the average balance of the loan. In 2017 no additional amounts were drawn down and accrued interest of $17,243 was added to the balance. In 2018 accrued interest of $17,249 was added to the balance and additional borrowings of $128,043 were drawn down, partly offset by a positive exchange rate difference of $25,283. No repayments were made on the balance in either 2017 or 2018. For the loan from Efficiency Life Fund is a repayment schedule in place to repay the loan in 10 installments from July 2019 to April 2020. The entire balance of 400,750 was drawn down in 2018 with no repayments made on the balance to date. |
Convertible Note Payable
Convertible Note Payable | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTE PAYABLE | NOTE 11 CONVERTIBLE NOTE PAYABLE Convertible loans payable at December 31, 2018 and December 31, 2017 consisted of the following: December 31, December 31, 2018 2017 Convertible loan 1 629,750 599,952 Convertible loan 2 970,960 959,923 1,600,710 1,559,875 Loan 1 Party for loan 1 has granted a loan facility in the principle amount of $581,058 or €500,000 with the right, but not the obligation to convert the outstanding loan amounts into shares in the capital of Natur at a company valuation of $17.4 million or €15 million for a term from December 19, 2017, till the maturity date of December 31, 2018, at an interest rate of 10% per annum. No further drawdowns were made on the loan in 2018 and the increased balance is due to the accrued interest as no repayment for capital or interest have been made. As this date has now passed the loan is deemed to be in default but discussions are ongoing around conversion or extension options. Loan 2 On October 20, 2017, an amount of $929,692 or €800,000 was advanced to the Company for a loan agreement that was drafted but never signed. An interest rate of 5% per annum is calculated and the loan has a maturity date of February 28, 2018. The loan is convertible to shares of Natur at a company valuation of $23.3 million or €20 million. The loan is in default and lender has demanded payment and does not want to convert. No further drawdowns were made on the loan in 2018 and the increased balance is due to the accrued interest as no repayment for capital or interest have been made. |
Related Party Convertible Note
Related Party Convertible Note Payable | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Convertible Note Payable [Abstract] | |
RELATED PARTY CONVERTIBLE NOTE PAYABLE | NOTE 12 RELATED PARTY CONVERTIBLE NOTE PAYABLE Related party convertible note payable at December 31, 2018 and December 31, 2017 consisted of the following: December 31, December 31, 2018 2017 Convertible loan Efficiency Life Fund 11,671,743 11,031,512 The convertible loan has been converted. $8,671,743 of the balance was settled, using series C preferred shares and the remaining $3,000,000 was converted into long term debt. Please refer to Note 16, subsequent events. In 2017 an additional amount of $7,199,424 was drawn down on the loan and accrued interest of $304,873 was added to the loan balance. $122,586 was repaid. In 2018 an additional amount of $1,145,452 was drawn down on the convertible note payable and accrued interest of $Nil was added to the loan balance and $Nil was repaid. The remaining movement in the balance of ($505,221) is related to exchange rate differences. |
Loss Per Share
Loss Per Share | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
LOSS PER SHARE | NOTE 13 – LOSS PER SHARE At December 31, 2018 the Company had 129,049,192 shares issues and outstanding at a nominal value of $.001. besides that, the Company has 2,469.131 preferred A shares and 100,000 preferred B shares. Alpha capital Anstalt has two outstanding warrants issued at November 13, 2018 with 4 years term. The first warrant has an exercise price of $0.0606 for 36,000,000 shares the second warrant is 6,000,000 at $0.15 exercise price, the company has reserved 16,240,000 shares for management and Employee Stock Ownership Plan. At December 31, 2017, the Company had 115,760,000 shares of common stock issued and outstanding. |
Discontinued Operations and Ass
Discontinued Operations and Assets/Liabilities Held For Disposal | 12 Months Ended |
Dec. 31, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS AND ASSETS/LIABILITIES HELD FOR DISPOSAL | NOTE 14 – DISCONTINUED OPERATIONS AND ASSETS/LIABILITIES HELD FOR DISPOSAL Effective November 30, 2018, the Company has closed down the London office and shops as part of the restructuring plan. Functionally the operations were shut down before December 31, 2018 and therefore we have qualified it as discontinued operations the sale of assets is in process. The existing support functions have been transferred to the headquarters in Amsterdam as part of the centralization of support staff initiative. A distributor for the UK has been engaged, who will deliver to our current customer base. In accordance with the guidance provided in ASC 205-20, the Company concluded that this sale qualified for presentation as discontinued operations. The Company has no ongoing or future plans to start a new operating entity in the United Kingdom. Prior period income statement balances applicable to the United Kingdom operations have been reclassified and are included under the Discontinued Operations caption in the statements of operations while related assets and liabilities were reclassified to Assets Held for Disposal and Liabilities Held for Disposal, respectively on the balance sheet. Effective August 31, 2018, Natur International Corp closed the offices of its Casper, Wyoming operations. The increase in costs coupled with a decrease in business activity, lead to the decision to close the Casper, Wyoming operations. In closing the office, the Company transitioned its clients to new service providers, and terminated employees as the transition happened. The month to month lease was terminated with the landlord on August 31, 2018, and the office was closed the same day. We have one part-time employee, working remotely, primarily on the collection of accounts receivable. The following table presents the carrying amounts of the major classes of assets and liabilities included in our discontinued operations as presented on our Consolidated Balance Sheet as of December 31, 2018. NATUR INTERNATIONAL CORP BALANCE SHEET OF DISCONTINUED OPERATIONS December 31, 2018 December 31, 2017 Current assets Cash and cash equivalents - 40,881 Related party receivable 201,907 199,176 Accounts receivable 124,016 - Inventories - 69,370 Other current assets 51,706 92,321 Total current assets 377,629 401,748 Fixed Assets Tangible fixed assets 27,547 46,473 Financial Fixed Assets 23,618 15,246 Total fixed assets 51,165 61,719 TOTAL ASSETS 428,794 463,467 Short term debt Accounts Payable 643,616 132,168 Cash at banks and in hand - - Accrued expenses & other contingent liabilities 243,510 120,673 Total short-term debt 887,126 252,841 NATUR INTERNATIONAL CORP INCOME STATEMENT OF DISCONTINUED OPERATIONS December 31, 2018 December 31, 2017 REVENUE 314,822 568,975 COST OF GOODS SOLD 278,485 254,531 GROSS MARGIN 36,337 314,444 OPERATING EXPENSES Wages & Salaries 442,730 641,218 Selling, General & Administrative 862,869 1,072,523 Amortization & depreciation 17,135 16,713 Total operating expenses 1,322,734 1,730,454 LOSS FROM OPERATIONS (1,286,397 ) (1,416,010 ) Interest expense (906 ) - LOSS FROM DISCONTINUED OPERATIONS (1,287,303 ) (1,416,010 ) |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 15 – COMMITMENTS AND CONTINGENCIES The company has entered into a number of operating leases. Future minimum lease payments as of December 31, 2018 under non-cancelable operating leases are as follows: 2019 436,657 2020 392,004 2021 146,759 2022 - 2023 - Thereafter - Total 975,430 The total rental expense relating to operating leases for the period ended December 31, 2018 and the year ended December 31, 2017 was $356,600, and $389,857, respectively. Jachthavenweg 124. Ferdinand Bolstraat 65. Prinsengracht 455. Fiscal unity For the corporate income tax, Natur Holding B.V., Naturalicious Rest of Europe B.V., Hi-tech Juices B.V., NL Juices Retail B.V., NL Juices Online B.V., NFF Trading B.V. and The Force of Nature B.V. are a fiscal unity. Pursuant to the Collection of State Taxes Act, the Company and its subsidiaries are severally and jointly liable for the tax payable by the combination. For the value added tax purposes, Natur Holding B.V., NL Juices Retail. B.V., Hi-tech Juices B.V., NL Juices Online B.V., NFF Trading B.V. and The Force of Nature B.V. are a fiscal unity. Pursuant to the Collection of State Taxes Act, the Company and its subsidiaries are severally and jointly liable for the tax payable by the combination. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 16 SUBSEQUENT EVENTS Discontinued operations Effective March 31, 2019, Natur International Corp closed the offices of its Billings, Montana operations. These operations were discontinued during 2018. During 2018, the Company saw a continued decrease in the utilization of our home healthcare services in Billings, Montana. Additionally, we have seen an increase in competition, specifically for Medicare service providers in 2018. Also, there has been a shortage of Registered Nurses, Physical Therapists and management personnel, leading to higher costs due to having to source the required talent from staffing companies. This increase in costs coupled with a decrease in business activity, lead to the decision to close the Billings, Montana operations. In closing the office, the Company transitioned its clients to new service providers, and terminated employees as the transition happened. The month to month lease will be terminated with the landlord on March 31, 2019. We have one part-time employee, working remotely, primarily on the collection of accounts receivable. Debt restructuring Effective March 8, 2019 the Company and 6 th The Holder 6 th On March 19, 2019, the holder of the Series A Preferred Stock converted 72 of such shares with a stated value of $72,000 for 2,376,002 shares of common stock. The applicable conversion price was $0.030303. The company did not receive any payment on this conversion, having received the consideration for the Series A Preferred Shares on November 12, 2018. There are remaining an aggregate of 2,397,131 shares of Series A Preferred Stock issued and outstanding. The shares of common stock issued on conversion are registered for resale by the holder. Corporate restructuring In line with the objective to secure the continuity of the company, it was decided late 2018 to extend the product line with added functional extracts (Nutrigenomics, CBD). For this, the company established a NewCo as sister company of Natur Holding BV at March 13, 2019, wholly owned by Natur International Corp. Based on global developments and following the success of companies in the USA and Canada, the company defined new growth objectives with complementary products based on CBD as a new revenue model for this NewCo. Additional funding was sought in the market, but it became apparent that the willingness of new investors to provide the company with funding in debt or equity was dependent on the restructuring of the existing debt on the Balance Sheet of the Company. As most of this debt is held on the Balance Sheet of Natur Holding BV, it was decided to develop a restructuring plan to: A. Negotiate with the debtholders a conversion of their debt to equity of Natur International Corp; We successfully concluded a conversion of a large portion of the debt on 7 March, converting $ 8,846,208 of Debt into 78,832,399 preferred C shares. It is our intent, to convert all of the remaining debt to equity and negotiations are on-going to determine the terms and conditions for the conversion; B. To establish an asset transfer from Natur Holding BV to Natur CBD BV, optimizing the proceeds for these assets and subsequently liquidate Natur Holding BV; C. Continue the business in Natur CBD BV with an extended portfolio of functional products, including CBD infused food and beverages and deliver the objectives as set by the Board D. Expeditiously seek new funding in the form of (long-term) or convertible Debt or equity. Discussions with Third parties are on-going. The execution of the intended restructuring program is conditional upon the ability of the company to raise additional capital prior to the implementation of the restructuring plan in order to supply the buying entity of the assets and liabilities with sufficient funds for the asset transaction and the financing of the daily operations. If this condition is not met, the restructuring will fail, and management will be forced to seek legal protection against its creditors and debtholders. We expect to have finalized the intended actions before the midst of May 2019. |
Recapitalization
Recapitalization | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
RECAPITALIZATION | NOTE 17 - RECAPITALIZATION As discussed in Note 1 – Organization and nature of business, effective November 13, 2018, Future Healthcare of America entered into a reverse capitalization transaction with Natur Holding BV. In conjunction with the transaction the Company was recapitalized, resulting in the capital structure outlined below. The main purpose of the merger is to raise additional capital for the purposes of growth. The historical number of common shares presented in our financial statements were converted to post merger shares on a 1 to 112 basis. As part of the recapitalization net assets of $1.9 million. The following shares of common stock were issued subsequent to the reverse capitalization. Natur shareholders had a controlling voting percentage of 94% subsequent to the reversed merger: - 115,759,999 shares of common stock for the Natur shareholders. - 2,023,562 shares of common stock for release of accrued salaries of management - 2,469,131 shares of preferred A for a capital investment of $2,000,000 and a debt forgiveness of $1,010,000 and accrued interest of $410,552. The preferred A shares will convert at a ratio of 1 preferred A share to 33 common shares. - 100,000 shares of preferred B were issued for Natur shareholders. They will convert at a ratio of 1 preferred B share to 1,000 common shares. |
Stockholders' Deficit
Stockholders' Deficit | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
STOCKHOLDERS' DEFICIT | NOTE 18 – STOCKHOLDERS’ DEFICIT On November 13, 2018, Future Healthcare of America (“Parent Company”) completed the transactions (the “Share Exchange Transaction”) contemplated by that certain Share Exchange Agreement, among Parent Company and the former shareholders of Natur Holdings, B.V., a Netherlands-based holding company (“Natur”). In connection with the Share Exchange Transaction, the former shareholders of Natur received the equivalent of 215,759,999 shares of the Common Stock of Parent Company (the “Common Stock”), which was issued in part as 115,760,000 shares of Common Stock and in part as 100,000 shares of voting, convertible Series B Preferred Stock of Parent Company (the “Series B Preferred Stock”) representing 100,000,000 shares of Common Stock upon conversion. The Series B Preferred Stock will convert automatically upon Parent Company increasing the number of shares of Common Stock of its authorized capital in sufficient amount to permit the conversion of the Series B Preferred Stock, which it plans to do promptly so as to cause the conversion of the Series B Preferred Stock. Immediately after the Share Exchange Transaction, the former Natur shareholders collectively have a controlling position among the shareholders of Parent Company, and Natur has become a wholly-owned subsidiary of Parent Company. At closing the number of common shares, issued and outstanding was 129,049,192. On September 21, 2018, Parent Company also executed a Securities Purchase Agreement (the “SPA”) by which it agreed to privately issue and sell to Alpha Capital Anstalt (the “Alpha”) 2,469,131 shares of non-voting, convertible Series A Preferred Stock, each share convertible into approximately 33 shares of Common Stock at the rate of $.030303. Alpha also purchased two warrants, one pursuant to the SPA that is exercisable for 33,000,000 shares of Common Stock at $.060606 per share and one pursuant to a debt cancellation agreement exercisable for 6,000,000 shares of Common Stock at $.15 per share. The aggregate purchase price for the Series A Preferred Stock and the two warrants was $2,000,000 in cash and conversion of approximately $769,000 of debt and interest due Alpha from Parent Company under a prior loan agreement. Prior to the acquisition of Natur, Alpha also cancelled approximately $651,000 of debt principle and interest due from Parent Company. These transactions eliminated $1,420,000 of debt principle and interest of Parent Company and improved its balance sheet. As part of the SPA transaction, Alpha has also agreed to reimburse up to $100,000 of the liabilities of Parent Company existing at the closing date. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation. |
Consolidation | Consolidation - |
Use of Estimates in Financial Statement Preparation | Use of Estimates in Financial Statement Preparation. |
Customer Concentration and Credit Risk | Customer Concentration and Credit Risk. Two vendors accounted for more than 23% of accounts payable at December 31, 2018, and three vendors accounted for more than 22% of accounts payable at December 31, 2017. No other vendors exceeded 10% of accounts payable at December 31, 2018 and December 31, 2017. |
Cash and Cash Equivalents | Cash and Cash Equivalents. |
Accounts Receivable | Accounts Receivable. |
Inventory | Inventory. |
Property and Equipment | Property and Equipment Category Estimated Useful lives Building and improvements 5 years Machines and installations 5 years Furniture and fixtures 7 years Hardware and software 3 years |
Intangible Assets, and Long-Lived Assets | Intangible Assets, and Long-Lived Assets. The Company's long-lived assets, including intangibles, are reviewed for impairment whenever events or changes in circumstances indicate that the historical cost carrying value of an asset may no longer be appropriate. The Company assesses recoverability of the asset by comparing the undiscounted future net cash flows expected to result from the asset to its carrying value. If the carrying value exceeds the undiscounted future net cash flows of the asset, an impairment loss is measured and recognized. An impairment loss is measured as the difference between the net book value and the fair value of the long-lived asset. Long lived assets were evaluated for impairment and no impairment losses were incurred during the years ended December 31, 2018 and 2017, respectively. |
Related Party Transactions | Related Party Transactions. |
Revenue Recognition | Revenue Recognition. Step 1: Identify the contract with the customer Step 2: Identify the performance obligations in the contract Step 3: Determine the transaction price Step 4: Allocate the transaction price to the performance obligations in the contract Step 5: Recognize revenue when the company satisfies a performance obligation The Company’s performance obligations are satisfied at the point in time when products are received by the customer, which is when the customer has title and the significant risks and rewards of ownership. Therefore, the Company’s contracts have a single performance obligation (shipment of product). The Company primarily receives fixed consideration for sales of product. The Company does not have any significant contracts with customers requiring performance beyond delivery, and contracts with customers contain no incentives or discounts that could cause revenue to be allocated or adjusted over time other than those discussed in Note 8. Shipping and handling activities are performed before the customer obtains control of the goods and therefore represent a fulfillment activity rather than a promised service to the customer. Revenue and costs of sales are recognized when control of the products transfers to our customer, which generally occurs upon delivery to the customer. The Company’s performance obligations are satisfied at that time. Revenues do not include sales or other taxes collected from customers. The Company’s products are sold and distributed through various channels, which include selling directly to retail stores and other outlets such as food markets, institutional accounts and independent outlets. The Company typically collects payment from customers within 30 days from the date of sale. The following table presents our continued revenues disaggregated by geographical region: 2018 2017 Netherlands 1,656,069 526,339 France 6,281 - Iceland 12,810 - Total 1,675,160 526,339 The Company sells its products and extends credit, generally without requiring collateral, based on an ongoing evaluation of the customer’s business prospects and financial condition. The Company evaluates the collectability of its trade accounts receivable based on a number of factors, including the Company’s historic collections pattern and changes to a specific customer’s ability to meet its financial obligations. The Company has established an allowance for doubtful accounts to adjust the recorded receivable to the estimated amount the Company believes will ultimately be collected. The nature of the Company’s contracts do not give rise to variable consideration, such as prospective and retrospective rebates. The Company experiences customer returns primarily as a result of damaged or out-of-date product. At any given time, the Company estimates less than 1% of bottle sales could be at risk for return by customers. As the company do not deem this amount to be material no provision has been recorded for either the year ended 2018 or 2017. Returned product is recognized as a reduction of net sales. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Compensation—Stock Compensation: Compensation—Stock Compensation (Topic 718) - Improvements to Nonemployee Share-Based Payment Accounting, Leases: Income Statement – Reporting Comprehensive Income: Revenue from contracts with customers: In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)”, which superseded previous revenue recognition guidance. ASU No. 2014-09 and its amendments were included in Accounting Standards Codification (“ASC”) 606, “Revenue from Contracts with Customers”. ASC 606 requires that a company recognizes revenue at an amount that reflects the consideration to which the company expects to be entitled in exchange for transferring goods or services to a customer. The Company adopted ASC 606 effective January 1, 2018, using the modified retrospective approach, with no impact to the opening retained earnings. Results for periods beginning on or after January 1, 2018 are presented under ASC 606, while prior periods are not adjusted and continue to be reported in accordance with the prior accounting guidance under ASC 605, “Revenue Recognition”. |
Foreign Currency Translation | Foreign Currency Translation. The financial records of the Company are maintained in its local currency, the euro (“EUR”), which is the functional currency. Assets and liabilities are translated from the local currency into the reporting currency, U.S. dollars, at the exchange rate prevailing at the balance sheet date. Revenues and expenses are translated at weighted average exchange rates for the period to approximate translation at the exchange rates prevailing at the dates those elements are recognized in the consolidated financial statements. Foreign currency translation gain (loss) resulting from the process of translating the local currency financial statements into U.S. dollars are included in determining accumulated other comprehensive income in the consolidated statement of stockholders’ equity. Unless otherwise noted, the rate presented below per U.S. $1.00 was the midpoint of the interbank rate as quoted by OANDA Corporation (www.oanda.com) contained in its consolidated financial statements. Translation of amounts from EUR into U.S. dollars has been made at the following exchange rates for the respective periods: December 31, 2018 December 31, 2017 Balance Sheets 0.8734 0.8334 Statements of operations and comprehensive income (loss) 0.8464 0.8870 Equity 0.9037 0.9037 |
Cost of Revenues | Cost of Revenues. |
Employee Benefits | Employee Benefits. |
Income Taxes | Income Taxes. Natur Holding, the Dutch subsidiary of Natur International Corp is structured as a Dutch limited liability company. Tax on the result is calculated based on the result before tax in the profit and loss account, taking into account losses available for set-off from previous years (to the extent that they have not already been included in the deferred tax assets) and exempt profit components and after the addition of non-deductible costs. Due account is also taken of changes which occur in the deferred tax assets and deferred tax liabilities in respect of changes in the applicable tax rate. The corporate tax rate for profits above $238,812 (or €200,000) amounts to 25%. Below that amount the rate is 20%. Future profits can be carried back to prior year losses for a maximum of 9 years for the full amount of losses incurred. We have the following Net Operating Losses that we will be able to offset against future profits with regards to corporation tax. 2016: $ 2,247,706 2017: $ 7,733,630 2018: $ 5,704,757 In the financial statements of group companies, a tax charge is calculated on the basis of the accounting result. The corporate income tax that is due by these group companies is charged into the current accounts of the company. Because of the compensable losses no deferred taxes are included in the financial statements. From incorporation of the company only the Corporation Tax return of 2015/2016 has been filed. All years are still subject to examination. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company does not have any assets or liabilities that are required to be measured and recorded at fair value on a recurring basis. |
Income /(Loss) Per Share | Income /(Loss) Per Share |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Summary Of Significant Accounting Policies [Abstract] | |
Schedule of the estimated useful lives of the assets | Category Estimated Useful lives Building and improvements 5 years Machines and installations 5 years Furniture and fixtures 7 years Hardware and software 3 years |
Schedule of revenues disaggregated by geographical region | 2018 2017 Netherlands 1,656,069 526,339 France 6,281 - Iceland 12,810 - Total 1,675,160 526,339 |
Schedule of foreign exchange rates | December 31, 2018 December 31, 2017 Balance Sheets 0.8734 0.8334 Statements of operations and comprehensive income (loss) 0.8464 0.8870 Equity 0.9037 0.9037 |
Schedule of net operating losses | 2016: $ 2,247,706 2017: $ 7,733,630 2018: $ 5,704,757 |
Related Party Receivables (Tabl
Related Party Receivables (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Schedule of related party receivable | December 31, December 31, 2018 2017 NL Life Sciences B.V. - 93,748 Flare Media B.V. - 37,156 Other related party receivable 1,833 845 1,833 131,749 |
Other Current Assets (Tables)
Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of other current assets | December 31, 2018 December 31, 2017 Value Added Tax receivable 67,388 162,687 Prepaid expenses 32,054 197,812 Other Receivables 93 91 99,535 360,590 |
Fixed Assets (Tables)
Fixed Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | December 31, 2018 December 31, 2017 Building and improvements 491,847 515,432 Machines and installations 65,886 69,043 Furniture and fixtures 200,508 206,260 Hardware and software 80,163 46,090 838,404 836,825 Less: Accumulated Depreciation (314,894 ) (169,287 ) 523,510 667,538 |
Other Assets (Tables)
Other Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Transfers and Servicing [Abstract] | |
Schedule of other assets | December 31, 2018 December 31, 2017 Head office Rental deposit 103,614 105,119 Ferdinand Bolstraat store Rental deposit 34,651 35,154 Prinsengracht store Rental deposit 18,711 18,983 Credit card deposit 2,112 24,096 Hay Hill Rental deposit 34,364 34,862 Other 7,708 6,345 Total 201,160 224,560 |
Accrued Expenses & Other Cont_2
Accrued Expenses & Other Contingent Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Payables and Accruals [Abstract] | |
Schedule of accrued expenses & other contingent liabilities | December 31, 2018 December 31, 2017 Taxes payable 352,423 412,748 Invoices to be received 3,972 185,488 Holiday Allowance Payable 24,642 39,764 Other accrued expenses & other contingent liabilities 202,164 34,662 583,161 672,622 |
Related Party Other Liabiliti_2
Related Party Other Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Schedule of related party other liabilities | December 31, 2018 December 31, 2017 NL Life Sciences B.V. 563,118 - STB Family Offices SARL 200,234 185,012 STB Family Offices B.V. 661,432 - Stichting Thank You Nature 16,913 - Flare Media B.V. 25,458 - AMC 325,382 789,148 Management 142,154 - Yoomoo Limited 98,014 102,714 Other related party debt - 118,753 2,032,705 1,195,627 |
Related Party Other Notes (Tabl
Related Party Other Notes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Other Notes [Abstract] | |
Schedule of loans from other related parties | December 31, December 31, 2018 2017 Efficiency Life Fund 400,750 - TriDutch Holding B.V. 672,099 552,061 1,072,849 552,061 |
Convertible Note Payable (Table
Convertible Note Payable (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of convertible note payable | December 31, December 31, 2018 2017 Convertible loan 1 629,750 599,952 Convertible loan 2 970,960 959,923 1,600,710 1,559,875 |
Related Party Convertible Not_2
Related Party Convertible Note Payable (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Convertible Note Payable [Abstract] | |
Schedule of related party convertible note payable | December 31, December 31, 2018 2017 Convertible loan Efficiency Life Fund 11,671,743 11,031,512 |
Discontinued Operations and A_2
Discontinued Operations and Assets/Liabilities Held For Disposal (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of the carrying amounts of the major classes of included in our discontinued operations | NATUR INTERNATIONAL CORP BALANCE SHEET OF DISCONTINUED OPERATIONS December 31, 2018 December 31, 2017 Current assets Cash and cash equivalents - 40,881 Related party receivable 201,907 199,176 Accounts receivable 124,016 - Inventories - 69,370 Other current assets 51,706 92,321 Total current assets 377,629 401,748 Fixed Assets Tangible fixed assets 27,547 46,473 Financial Fixed Assets 23,618 15,246 Total fixed assets 51,165 61,719 TOTAL ASSETS 428,794 463,467 Short term debt Accounts Payable 643,616 132,168 Cash at banks and in hand - - Accrued expenses & other contingent liabilities 243,510 120,673 Total short-term debt 887,126 252,841 NATUR INTERNATIONAL CORP INCOME STATEMENT OF DISCONTINUED OPERATIONS December 31, 2018 December 31, 2017 REVENUE 314,822 568,975 COST OF GOODS SOLD 278,485 254,531 GROSS MARGIN 36,337 314,444 OPERATING EXPENSES Wages & Salaries 442,730 641,218 Selling, General & Administrative 862,869 1,072,523 Amortization & depreciation 17,135 16,713 Total operating expenses 1,322,734 1,730,454 LOSS FROM OPERATIONS (1,286,397 ) (1,416,010 ) Interest expense (906 ) - LOSS FROM DISCONTINUED OPERATIONS (1,287,303 ) (1,416,010 ) |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of future minimum lease payments | 2019 436,657 2020 392,004 2021 146,759 2022 - 2023 - Thereafter - Total 975,430 |
Organization and Nature of Bu_2
Organization and Nature of Business (Details) | Nov. 13, 2018USD ($)shares |
Organization and Nature of Business (Textual) | |
Common stock shares issued | 215,759,999 |
Issuance of common stock shares | 115,760,000 |
Common stock voting, description | In part as 100,000 shares of voting. |
Net cash received | $ | $ 2,000,000 |
Costs incurred | $ | $ 399,381 |
Series B Preferred Stock [Member] | |
Organization and Nature of Business (Textual) | |
Conversion of common stock shares | 100,000,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) | 12 Months Ended |
Dec. 31, 2018 | |
BUILDING AND IMPROVEMENTS [Member] | |
Property and equipment, estimated useful lives | 5 years |
MACHINES AND INSTALLATIONS [Member] | |
Property and equipment, estimated useful lives | 5 years |
FURNITURE AND FIXTURES [Member] | |
Property and equipment, estimated useful lives | 7 years |
HARDWARE AND SOFTWARE [Member] | |
Property and equipment, estimated useful lives | 3 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Total revenues | $ 1,675,160 | $ 526,339 |
Netherlands [Member] | ||
Total revenues | 1,656,069 | 526,339 |
France [Member] | ||
Total revenues | 6,281 | |
Iceland [Member] | ||
Total revenues | $ 12,810 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details 2) | Dec. 31, 2018 | Dec. 31, 2017 |
Equity [Member] | ||
Translation of amounts from EUR into U.S. dollars | 0.9037 | 0.9037 |
Statements of operations and comprehensive income (loss) [Member] | ||
Translation of amounts from EUR into U.S. dollars | 0.8464 | 0.8870 |
Balance Sheets [Member] | ||
Translation of amounts from EUR into U.S. dollars | 0.8734 | 0.8334 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Details 3) | 12 Months Ended |
Dec. 31, 2018USD ($) | |
2016 [Member] | |
Net operating losses to offset against future profits | $ 2,247,706 |
2017 [Member] | |
Net operating losses to offset against future profits | 7,733,630 |
2018 [Member] | |
Net operating losses to offset against future profits | $ 5,704,757 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies (Details Textual) | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2018Customers | Dec. 31, 2018USD ($)Vendors | Dec. 31, 2017USD ($)Vendors | |
Customer concentration and credit risk, percentage | 10.00% | 10.00% | |
Corporate tax rate, description | The corporate tax rate for profits above $238,812 (or €200,000) amounts to 25%. Below that amount the rate is 20%. Future profits can be carried back to prior year losses for a maximum of 9 years for the full amount of losses incurred. | ||
Federal income tax rate | 23.00% | ||
State corporate tax rate | 23.00% | ||
Net operating losses | $ (5,510,693) | $ (7,405,861) | |
Net operating losses expire date | Dec. 31, 2032 | ||
Related party transactions, description | (i) $10,000, and (ii) one percent of the average of the Company's total assets at year-end for the last two completed fiscal years, in the aggregate per year are subject to the boards review. | ||
United States [Member] | |||
Net operating losses | $ 157,386 | $ 3,483,928 | |
Revenues [Member] | |||
Customer concentration and credit risk, percentage | 58.00% | ||
Number of customers | Customers | 2 | ||
Accounts payable [Member] | |||
Customer concentration and credit risk, percentage | 23.00% | 22.00% | |
Number of vendors | Vendors | 2 | 2 | |
Other vendors [Member] | |||
Customer concentration and credit risk, percentage | 10.00% | 10.00% |
Related Party Receivables (Deta
Related Party Receivables (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Related Party Receivable (Textual) | ||
Related party receivable | $ 1,833 | $ 131,749 |
NL Life Sciences B.V. [Member] | ||
Related Party Receivable (Textual) | ||
Related party receivable | 93,748 | |
Flare Media B.V. [Member] | ||
Related Party Receivable (Textual) | ||
Related party receivable | 37,156 | |
Other related party receivable [Member] | ||
Related Party Receivable (Textual) | ||
Related party receivable | $ 1,833 | $ 845 |
Other Current Assets (Details)
Other Current Assets (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Value Added Tax receivable | $ 67,388 | $ 162,687 |
Prepaid expenses | 32,054 | 197,812 |
Other Receivables | 93 | 91 |
Other current assets | $ 99,535 | $ 360,590 |
Fixed Assets (Details)
Fixed Assets (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Abstract] | ||
Building and improvements | $ 491,847 | $ 515,432 |
Machines and installations | 65,886 | 69,043 |
Furniture and fixtures | 200,508 | 206,260 |
Hardware and software | 80,163 | 46,090 |
Property and equipment, gross | 838,404 | 836,825 |
Less: Accumulated Depreciation | (314,894) | (169,287) |
Property and equipment, net | $ 523,510 | $ 667,538 |
Fixed Assets (Details Textual)
Fixed Assets (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Fixed Assets (Textual) | ||
Depreciation expense | $ 179,600 | $ 157,534 |
Other Assets (Details)
Other Assets (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Total | $ 201,160 | $ 224,560 |
Head office Rental deposit [Member] | ||
Total | 103,614 | 105,119 |
Ferdinand Bolstraat store Rental deposit [Member] | ||
Total | 34,651 | 35,154 |
Prinsengracht store Rental deposit [Member] | ||
Total | 18,711 | 18,983 |
Other [Member] | ||
Total | 7,708 | 6,345 |
Credit card deposit [Member] | ||
Total | 2,112 | 24,096 |
Hay Hill Rental deposit [Member] | ||
Total | $ 34,364 | $ 34,862 |
Accrued Expenses & Other Cont_3
Accrued Expenses & Other Contingent Liabilities (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Payables and Accruals [Abstract] | ||
Taxes payable | $ 352,423 | $ 412,748 |
Invoices to be received | 3,972 | 185,488 |
Holiday Allowance Payable | 24,642 | 39,764 |
Other accrued expenses & other contingent liabilities | 202,164 | 34,622 |
Total | $ 583,161 | $ 672,622 |
Accrued Expenses & Other Cont_4
Accrued Expenses & Other Contingent Liabilities (Details Textual) - Notes payable [Member] - USD ($) | Nov. 13, 2018 | Dec. 31, 2018 |
Borrowing amount | $ 71,703 | |
Rate of interest | 6.20% | |
Instalments terms | The note will be repaid in 10 equal instalments | |
Periodic Instalments | $ 6,120 | |
Debt instrument first payment | $ 10,500 | |
Balance of the note payable | $ 71,704 |
Related Party Other Liabiliti_3
Related Party Other Liabilities (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Loans from other related parties | $ 2,032,705 | $ 1,195,627 |
NL Life Sciences B.V. [Member] | ||
Loans from other related parties | 563,118 | |
AMC [Member] | ||
Loans from other related parties | 325,382 | 789,148 |
Management [Member] | ||
Loans from other related parties | 142,154 | |
Other related party debt [Member] | ||
Loans from other related parties | 118,753 | |
STB Family Offices SARL [Member] | ||
Loans from other related parties | 200,234 | 185,012 |
STB Family Offices B.V. [Member] | ||
Loans from other related parties | 661,432 | |
Stichting Thank You Nature [Member] | ||
Loans from other related parties | 16,913 | |
Flare Media B.V. [Member] | ||
Loans from other related parties | 25,458 | |
Yoomoo Limited [Member] | ||
Loans from other related parties | $ 98,014 | $ 102,714 |
Related Party Other Liabiliti_4
Related Party Other Liabilities (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Related Party Other Liabilities (Textual) | ||
Total purchases relating to goods sold | $ 1,400,328 | $ 868,003 |
NL Life Sciences B.V. [Member] | STB Family Offices [Member] | ||
Related Party Other Liabilities (Textual) | ||
Description of related party | The interest rate is charged on the basis of EURIBOR + 3% on the average balance of the loan. |
Related Party Other Notes (Deta
Related Party Other Notes (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Related party other notes | $ 1,072,849 | $ 552,061 |
Efficiency Life Fund [Member] | ||
Related party other notes | 400,750 | |
TriDutch Holding B.V. [Member] | ||
Related party other notes | $ 672,099 | $ 552,061 |
Related Party Other Notes (De_2
Related Party Other Notes (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Related Party Other Notes (Textual) | ||
Bridge loan, description | The loan from Efficiency Life Fund is a repayment schedule in place to repay the loan in 10 installments from July 2019 to April 2020. The entire balance of 400,750 was drawn down in 2018 with no repayments made on the balance to date. | |
Interest rate percentage, description | The interest rate is charged on the basis of EURIBOR + 3% on the average balance of the loan. | |
Accrued interest | $ 17,249 | $ 17,243 |
Additional borrowings | 128,043 | |
Positive exchange rate | $ 25,283 |
Convertible Note Payable (Detai
Convertible Note Payable (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Convertible note payable | $ 1,600,710 | $ 1,559,875 |
Convertible loan 1 [Member] | ||
Convertible note payable | 629,750 | 599,952 |
Convertible loan 2 [Member] | ||
Convertible note payable | $ 970,960 | $ 959,923 |
Convertible Note Payable (Det_2
Convertible Note Payable (Details Textual) | 1 Months Ended | 12 Months Ended | |||
Oct. 20, 2017USD ($) | Oct. 20, 2017EUR (€) | Dec. 31, 2018USD ($) | Dec. 31, 2018EUR (€) | Dec. 31, 2018EUR (€) | |
Convertible loan 2 [Member] | |||||
Convertible Note Payable (Textual) | |||||
Convertible outstanding loan capital valuation | $ | $ 23,300,000 | ||||
Convertible interest rate | 5.00% | 5.00% | |||
Convertible maturity date | Feb. 28, 2018 | Feb. 28, 2018 | |||
Amount of advanced to loan agreement | $ | $ 929,692 | ||||
Convertible loan 2 [Member] | EUR [Member] | |||||
Convertible Note Payable (Textual) | |||||
Convertible outstanding loan capital valuation | € | € 20,000,000 | ||||
Amount of advanced to loan agreement | € | € 800,000 | ||||
Long-term Debt [Member] | |||||
Convertible Note Payable (Textual) | |||||
Principle amount | $ | $ 581,058 | ||||
Convertible outstanding loan capital valuation | $ | $ 17,400,000 | ||||
Convertible interest rate | 10.00% | 10.00% | |||
Convertible maturity date | Dec. 31, 2018 | Dec. 31, 2018 | |||
Long-term Debt [Member] | EUR [Member] | |||||
Convertible Note Payable (Textual) | |||||
Principle amount | € | € 500,000 | ||||
Convertible outstanding loan capital valuation | € | € 15,000,000 |
Related Party Convertible Not_3
Related Party Convertible Note Payable (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Related Party Convertible Note Payable [Abstract] | ||
Convertible loan Efficiency Life Fund | $ 11,671,743 | $ 11,031,512 |
Related Party Convertible Not_4
Related Party Convertible Note Payable (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Related Party Convertible Note Payable (Textual) | ||
Convertible loan | $ 8,671,743 | |
Long term debt | 3,000,000 | |
Additional loan amount | 1,145,452 | $ 7,199,424 |
Accrued interest | 304,873 | |
Repayment of loan | $ 122,586 | |
Convertible note payable and accrued interest | ||
Exchange rate differences | $ 505,221 |
Loss Per Share (Details)
Loss Per Share (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Loss Per Share (Textual) | ||
Common stock shares issued | 129,049,192 | 115,759,999 |
Common stock shares outstanding | 129,049,192 | 115,759,999 |
Nominal value | $ 0.001 | $ 0.001 |
Description of loss per share | The Company has 2,469,131 preferred A shares and 100,000 preferred B shares. Alpha capital Anstalt has two outstanding warrants issued at November 13, 2018 with 4 years term. The first warrant has an exercise price of $0.0606 for 36,000,000 shares the second warrant is 6,000,000 at $0.15 exercise price, The company has reserved 16,240,000 shares for management and Employee Stock Ownership Plan. |
Discontinued Operations and A_3
Discontinued Operations and Assets/Liabilities Held For Disposal (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets | ||
Cash and cash equivalents | $ 40,881 | |
Related party receivable | 201,907 | 199,176 |
Accounts receivable | 124,016 | |
Inventories | 69,370 | |
Other current assets | 51,706 | 92,321 |
Total current assets | 377,628 | 401,747 |
Fixed Assets | ||
Tangible fixed assets | 27,547 | 46,473 |
Financial Fixed Assets | 23,618 | 15,246 |
Total fixed assets | 51,165 | 61,719 |
TOTAL ASSETS | 428,794 | 463,467 |
Short term debt | ||
Accounts Payable | 643,616 | 132,168 |
Cash at banks and in hand | ||
Accrued expenses & other contingent liabilities | 243,510 | 120,673 |
Total short term debt | $ 887,126 | $ 252,841 |
Discontinued Operations and A_4
Discontinued Operations and Assets/Liabilities Held For Disposal (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
REVENUE | $ 314,822 | $ 568,975 |
COST OF GOODS SOLD | 278,485 | 254,531 |
GROSS MARGIN | 36,337 | 314,444 |
OPERATING EXPENSES | ||
Wages & Salaries | 442,730 | 641,218 |
Selling, General & Administrative | 862,869 | 1,072,523 |
Amortization & depreciation | 17,135 | 16,713 |
Total operating expenses | 1,322,734 | 1,730,454 |
LOSS FROM OPERATIONS | (1,287,303) | (1,416,010) |
Interest expense | (906) | |
LOSS FROM DISCONTINUED OPERATIONS | $ (1,287,303) | $ (1,416,010) |
Commitments and Contingencies_2
Commitments and Contingencies (Details) | Dec. 31, 2018USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2019 | $ 436,657 |
2020 | 392,004 |
2021 | 146,759 |
2022 | |
2023 | |
Thereafter | |
Total | $ 975,430 |
Commitments and Contingencies_3
Commitments and Contingencies (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Commitments and Contingencies (Textual) | ||
Rental expense | $ 356,600 | $ 389,857 |
Jachthavenweg 124 [Member] | ||
Commitments and Contingencies (Textual) | ||
Description of rental agreement period | The rental contract ends on 30th June 2021 with no early-exit clause available. A Minimum notice period of 1-year before the contract end date is required otherwise the contract is extended by 5 years. | |
Ferdinand Bolstraat 65 [Member] | ||
Commitments and Contingencies (Textual) | ||
Description of rental agreement period | The rental contract ends on 31st December 2025 with an early-exit clause available on 31st December 2019. A Minimum notice period of 1-year is required before the lease is terminated. | |
Prinsengracht 455 [Member] | ||
Commitments and Contingencies (Textual) | ||
Description of rental agreement period | The rental contract ends on 31st December 2021 with an early-exit clause available on 30th July 2019. A Minimum notice period of 1-year and a fine payment of $13,740 is required before the lease is terminated. |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] - USD ($) | 1 Months Ended | |
Mar. 19, 2019 | Mar. 08, 2019 | |
Subsequent Events (Textual) | ||
Class C Preferred Stock | 78,832,399 | |
Share convertible into shares of common stock | 78,832,399 | |
Amount of principle debt and interest | $ 8,846,208 | |
Sale of Stock, description | At any time prior to December 31, 2022, and the gross proceeds to the Holder or its affiliates from the sale (or deemed sale as provided herein) of any or all of the Value Calculation Shares exceeds USD $15,000,000, then the balance of the Debt, equal to USD $3,000,000 as of the date hereof and any interest, expenses, penalties, and other charges of any nature due thereon under the terms of the Debt Agreement (the "Debt Balance"), will be deemed fully paid, discharged and extinguished and the Debt Agreement in all respects will be terminated and of no further effect. | |
Series A Preferred Stock, conversion description | Series A Preferred Stock converted 72 of such shares with a stated value of $72,000 for 2,376,002 shares of common stock. The applicable conversion price was $0.030303. The company did not receive any payment on this conversion, having received the consideration for the Series A Preferred Shares on November 12, 2018. There are remaining an aggregate of 2,397,131 shares of Series A Preferred Stock issued and outstanding. The shares of common stock issued on conversion are registered for resale by the holder. | |
Conversion debtholder, description | We successfully concluded a conversion of a large portion of the debt on 7 March, converting $ 8,846,208 of Debt into 78,832,399 preferred C shares. It is our intent, to convert all of the remaining debt to equity and negotiations are on-going to determine the terms and conditions for the conversion |
Recapitalization (Details)
Recapitalization (Details) | Nov. 13, 2018USD ($)shares |
Recapitalization net assets | $ | $ 1,900,000 |
Reverse acquisition common stock shares | shares | 2,023,562 |
Description of convert at a ratio | The preferred A shares will convert at a ratio of 1 preferred A share to 33 common shares. |
Post merger, description | The historical number of common shares presented in our financial statements were converted to post merger shares on a 1 to 112 basis. |
Preferred Class A [Member] | |
Reverse acquisition common stock shares | shares | 2,469,131 |
Capital investment | $ | $ 2,000,000 |
Debt foregiveness | $ | 1,010,000 |
Accrued interest | $ | $ 410,552 |
Preferred Class B [Member] | |
Reverse acquisition common stock shares | shares | 100,000 |
Description of convert at a ratio | They will convert at a ratio of 1 preferred B share to 1,000 common shares. |
Natur Shareholders [Member] | |
Reverse acquisition common stock shares | shares | 115,759,999 |
Stockholders' Deficit (Details)
Stockholders' Deficit (Details) - shares | Nov. 13, 2018 | Sep. 21, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Stockholders' Deficit (Textual) | ||||
Common stock shares issued | 129,049,192 | 115,759,999 | ||
Common stock shares outstanding | 129,049,192 | 115,759,999 | ||
Alpha Capital Anstalt [Member] | ||||
Stockholders' Deficit (Textual) | ||||
Description of shares of non-voting convertible Series | Parent Company also executed a Securities Purchase Agreement (the "SPA") by which it agreed to privately issue and sell to Alpha Capital Anstalt (the "Alpha") 2,469,131 shares of non-voting, convertible Series A Preferred Stock, each share convertible into approximately 33 shares of Common Stock at the rate of $.030303. Alpha also purchased two warrants, one pursuant to the SPA that is exercisable for 33,000,000 shares of Common Stock at $.060606 per share and one pursuant to a debt cancellation agreement exercisable for 6,000,000 shares of Common Stock at $.15 per share. The aggregate purchase price for the Series A Preferred Stock and the two warrants was $2,000,000 in cash and conversion of approximately $769,000 of debt and interest due Alpha from Parent Company under a prior loan agreement. Prior to the acquisition of Natur, Alpha also cancelled approximately $651,000 of debt principle and interest due from Parent Company. | |||
Description debt principle | Transactions eliminated $1,420,000 of debt principle and interest of Parent Company and improved its balance sheet. As part of the SPA transaction, Alpha has also agreed to reimburse up to $100,000 of the liabilities of Parent Company existing at the closing date. | |||
Parent Company [Member] | ||||
Stockholders' Deficit (Textual) | ||||
Descriptions of common stock | In connection with the Share Exchange Transaction, the former shareholders of Natur received the equivalent of 215,759,999 shares of the Common Stock of Parent Company (the "Common Stock"), which was issued in part as 115,760,000 shares of Common Stock and in part as 100,000 shares of voting, convertible Series B Preferred Stock of Parent Company (the "Series B Preferred Stock") representing 100,000,000 shares of Common Stock upon conversion. The Series B Preferred Stock will convert automatically upon Parent Company increasing the number of shares of Common Stock of its authorized capital in sufficient amount to permit the conversion of the Series B Preferred Stock, which it plans to do promptly so as to cause the conversion of the Series B Preferred Stock. Immediately after the Share Exchange Transaction, the former Natur shareholders collectively have a controlling position among the shareholders of Parent Company, and Natur has become a wholly-owned subsidiary of Parent Company. |