Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2019 | Nov. 14, 2019 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Natur International Corp. | |
Entity Central Index Key | 0001552845 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2019 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2019 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Ex Transition Period | false | |
Entity File Number | 000-54917 | |
Entity Interactive Data Current | Yes | |
Entity Incorporation State Country Code | WY | |
Entity Common Stock, Shares Outstanding | 322,230,038 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Current Assets | ||
Cash and cash equivalents | $ 93,125 | $ 128,364 |
Accounts receivable | 41,129 | 42,744 |
Related party receivable | 250,000 | 1,833 |
Inventories | 834,926 | 179,072 |
Other current assets | 372,332 | 99,535 |
Current assets held for disposal | 2,000 | 377,628 |
Total Current Assets | 1,593,512 | 829,176 |
Non-Current Assets | ||
Intangible asset | 34,057 | 37,353 |
Fixed asset | 56,539 | 523,510 |
Other asset | 201,160 | |
Non-current assets held for disposal | 51,165 | |
Total Non-Current Assets | 90,596 | 813,188 |
TOTAL ASSETS | 1,684,108 | 1,642,364 |
Current Liabilities | ||
Accounts Payable | 653,636 | 1,127,345 |
Accrued expenses & other contingent liabilities | 60,026 | 583,161 |
Related party other liabilities | 2,638,207 | 2,032,705 |
Related party other notes | 1,072,849 | |
Convertible note payable | 581,235 | 1,600,710 |
Related party convertible note payable | 2,984,217 | 11,671,743 |
Preferred Stock payable | 3,843,851 | |
Current liabilities held for disposal | 104,333 | 887,126 |
Total Current Liabilities | 10,865,505 | 18,975,639 |
TOTAL LIABILITIES | 10,865,505 | 18,975,639 |
Stockholders' Equity | ||
Common stock, $0.001 par value, 750,000,000 and 200,000,000 shares authorized as of September 30, 2019 and December 31, 2018, respectively. 322,230,038 and 129,049,192 issued and outstanding as of September 30, 2019 and December 31, 2018, respectively. | 322,230 | 129,049 |
Additional Paid in Capital | 15,463,095 | 5,174,269 |
Total Shareholders' deficit | (25,431,804) | (22,299,570) |
Accumulated other comprehensive loss | 575,360 | (337,125) |
Equity attributed to non-controlling interest | (110,280) | |
TOTAL EQUITY/(DEFICIT) | (9,181,397) | (17,333,274) |
LIABILITIES AND MEMBERS' DEFICIT | 1,684,108 | 1,642,364 |
Preferred stock A | ||
Stockholders' Equity | ||
Preferred stock | 2 | 2 |
Preferred stock B | ||
Stockholders' Equity | ||
Preferred stock | 100 | |
Preferred stock C | ||
Stockholders' Equity | ||
Preferred stock | ||
TOTAL EQUITY/(DEFICIT) |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 750,000,000 | 200,000,000 |
Common stock, shares issued | 322,230,038 | 129,049,192 |
Common stock, shares outstanding | 322,230,038 | 129,049,192 |
Preferred stock A | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares issued | 2,397.131 | 2,469.131 |
Preferred stock, shares outstanding | 2,397.131 | 2,469.131 |
Convertible to common stock | 1:33,000 | 1:33,000 |
Preferred stock B | ||
Preferred stock, shares authorized | 100,000 | 100,000 |
Preferred stock, shares issued | 100,000 | |
Preferred stock, shares outstanding | 100,000 | |
Convertible to common stock | 1:1000 | 1:1000 |
Preferred stock C | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Convertible to common stock | 1:1000 | 1:1000 |
Unaudited Consolidated Statemen
Unaudited Consolidated Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Income Statement [Abstract] | ||||
REVENUE | $ 259,006 | $ 377,565 | $ 331,559 | $ 1,319,998 |
COST OF GOODS SOLD - RELATED PARTY | 9,266 | 295,034 | 42,826 | 720,070 |
COST OF GOODS SOLD | 218,503 | 10,180 | 284,639 | 142,297 |
COST OF GOODS SOLD, TOTAL | 227,269 | 305,214 | 327,465 | 862,367 |
GROSS MARGIN | 31,237 | 72,350 | 4,094 | 457,631 |
OPERATING EXPENSES | ||||
Wages & Salaries | 284,495 | 475,607 | 657,559 | 1,268,286 |
Selling, General & Administrative | 1,533,564 | 1,272,264 | 4,179,035 | 3,291,730 |
Amortization, depreciation and impairment | 6,093 | 83,584 | 281,891 | 167,168 |
Total operating expenses | 1,824,152 | 1,831,455 | 5,118,485 | 4,727,184 |
LOSS FROM OPERATIONS | (1,792,915) | (1,759,105) | (5,114,391) | (4,269,553) |
Interest expense | 691 | 64,841 | 40,786 | 128,102 |
LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES | (1,793,606) | (1,823,946) | (5,114,391) | (4,269,553) |
Income taxes | ||||
INCOME FROM CONTINUING OPERATIONS | (1,793,606) | (1,823,946) | (5,155,177) | (4,397,655) |
Discontinued operations (NOTE 13) | ||||
Gain on disposal of subsidiary | 1,891,985 | |||
Loss from operations of discontinued Component | 63,310 | (119,136) | (18,311) | (1,214,837) |
NET LOSS ATTRIBUTED TO MEMBERS | $ (1,730,296) | $ (1,943,082) | $ (3,281,503) | $ (5,612,492) |
Basic loss per share | $ (0.01) | $ (0.02) | $ 0 | $ (0.05) |
Diluted loss per share | $ (0.01) | $ (0.02) | $ 0 | $ (0.05) |
COMPREHENSIVE INCOME | ||||
Net Loss | $ (1,730,296) | $ (1,943,082) | $ (3,281,503) | $ (5,612,492) |
Other comprehensive income/(loss) | 507,895 | 912,485 | ||
Comprehensive loss attributed to non-controlling interest | 149,269 | 149,269 | ||
COMPREHENSIVE LOSS | $ (1,073,132) | $ (1,943,082) | $ (2,219,749) | $ (5,612,492) |
Unaudited Consolidated Statem_2
Unaudited Consolidated Statements of Shareholders’ Deficit - USD ($) | Common Stock | Other Paid in Capital | Retained deficit | Accumulated OCI | Non-controlling interest | Preferred stock A | Preferred stock B | Preferred stock C | Total |
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 Profit (Loss) | (2,179,184) | (2,179,184) | |||||||
Balance at Mar. 31, 2018 | $ 115,760 | 3,316,560 | (17,429,932) | (1,114,812) | (15,112,424) | ||||
Balance, Shares at Mar. 31, 2018 | 115,759,999 | ||||||||
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 Profit (Loss) | (5,612,492) | ||||||||
Balance at Sep. 30, 2018 | $ 115,760 | 3,316,560 | (20,863,240) | (1,114,812) | (18,545,732) | ||||
Balance, Shares at Sep. 30, 2018 | 115,759,999 | ||||||||
Balance at Mar. 31, 2018 | $ 115,760 | 3,316,560 | (17,429,932) | (1,114,812) | (15,112,424) | ||||
Balance, Shares at Mar. 31, 2018 | 115,759,999 | ||||||||
Net Profit (Loss) | (1,490,226) | (1,490,226) | |||||||
Balance at Jun. 30, 2018 | $ 115,760 | 3,316,560 | (18,920,158) | (1,114,812) | (16,602,650) | ||||
Balance, Shares at Jun. 30, 2018 | 115,759,999 | ||||||||
Net Profit (Loss) | (1,943,082) | (1,943,082) | |||||||
Balance at Sep. 30, 2018 | $ 115,760 | 3,316,560 | (20,863,240) | (1,114,812) | (18,545,732) | ||||
Balance, Shares at Sep. 30, 2018 | 115,759,999 | ||||||||
Balance at Dec. 31, 2018 | $ 129,049 | 5,174,269 | (22,299,570) | (337,125) | $ 2 | $ 100 | (17,333,274) | ||
Balance, Shares at Dec. 31, 2018 | 129,049,192 | 2,469.131 | 100,000 | ||||||
Net Profit (Loss) | (1,747,531) | (1,747,531) | |||||||
Share-based compensation | 403,162 | 403,162 | |||||||
Conversion of Preferred A to Common Stock | $ 2,376 | (2,376) | $ 0 | 0 | |||||
Conversion of Preferred A to Common Stock, Shares | 2,376,002 | (72) | |||||||
Accumulated other comprehensive gain/(loss) | 353,913 | 353,913 | |||||||
Balance at Mar. 31, 2019 | $ 131,425 | 5,575,055 | (24,047,101) | 16,788 | $ 2 | $ 100 | (18,323,731) | ||
Balance, Shares at Mar. 31, 2019 | 131,425,194 | 2,397.131 | 100,000 | ||||||
Balance at Dec. 31, 2018 | $ 129,049 | 5,174,269 | (22,299,570) | (337,125) | $ 2 | $ 100 | (17,333,274) | ||
Balance, Shares at Dec. 31, 2018 | 129,049,192 | 2,469.131 | 100,000 | ||||||
Net Profit (Loss) | (3,281,503) | ||||||||
Balance at Sep. 30, 2019 | $ 322,299 | 15,463,095 | (25,431,804) | 575,360 | $ (110,280) | $ 2 | (9,181,397) | ||
Balance, Shares at Sep. 30, 2019 | 322,230,038 | 2,397 | |||||||
Balance at Mar. 31, 2019 | $ 131,425 | 5,575,055 | (24,047,101) | 16,788 | $ 2 | $ 100 | (18,323,731) | ||
Balance, Shares at Mar. 31, 2019 | 131,425,194 | 2,397.131 | 100,000 | ||||||
Net Profit (Loss) | 196,324 | 196,324 | |||||||
Share-based compensation | 685,044 | 685,044 | |||||||
Debt Converted to Common Stock | $ 340 | 13,218 | 13,558 | ||||||
Debt Converted to Common Stock, Shares | 340,000 | ||||||||
Conversion of Preferred B to Common Stock | $ 100,000 | (99,900) | $ (100) | ||||||
Conversion of Preferred B to Common Stock, Shares | 100,000,000 | (100,000) | |||||||
Issuance of Preferred C Preferred Stock | 8,830,061 | $ 79 | 8,830,140 | ||||||
Issuance of Preferred C Preferred Stock, shares | 78,832 | ||||||||
Conversion of Preferred C to Common Stock | $ 78,832 | (78,753) | $ (79) | ||||||
Conversion of Preferred C to Common Stock, Shares | 78,832,399 | (78,832) | |||||||
Accumulated other comprehensive gain/(loss) | 50,677 | 50,677 | |||||||
Balance at Jun. 30, 2019 | $ 310,597 | 14,924,725 | (23,850,777) | 67,465 | $ 2 | (8,547,988) | |||
Balance, Shares at Jun. 30, 2019 | 310,597,593 | 2,397 | |||||||
Net Profit (Loss) | (1,730,296) | (1,730,296) | |||||||
Non-controlling interest in business combination | 38,989 | 38,989 | |||||||
Comprehensive loss attributed to non-controlling interest | 149,269 | (149,269) | |||||||
Share-based compensation | (86,612) | (86,612) | |||||||
Debt Converted to Common Stock | $ 11,633 | 624,982 | 636,615 | ||||||
Debt Converted to Common Stock, Shares | 11,632,445 | ||||||||
Accumulated other comprehensive gain/(loss) | 507,895 | 141,544 | |||||||
Balance at Sep. 30, 2019 | $ 322,299 | $ 15,463,095 | $ (25,431,804) | $ 575,360 | $ (110,280) | $ 2 | $ (9,181,397) | ||
Balance, Shares at Sep. 30, 2019 | 322,230,038 | 2,397 |
Unaudited Consolidated Statem_3
Unaudited Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
CASH FLOW FROM OPERATING ACTIVITIES | ||
Net Loss | $ (3,281,503) | $ (5,612,492) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Amortization, depreciation and impairment | 281,241 | 108,432 |
Share Based Compensation | 1,001,594 | |
Gain on Disposal of Subsidiaries | (1,891,985) | |
Changes in: | ||
- Accounts receivable | (909) | (10,923) |
- Related party receivable | (249,976) | 1,833 |
- Inventories | (765,927) | 157,479 |
- Other current assets | (313,182) | 39,262 |
- Accounts payable | 203,334 | 657,525 |
- Accrued expenses | 180,973 | 348,371 |
- Accrued expenses - related parties | (61,341) | 629,049 |
Net cash used in operating activities | (4,897,681) | (3,686,484) |
Net cash (used in) from operating activities - Discontinued operations | (63,136) | (292,864) |
CASH FLOW FROM INVESTING ACTIVITIES | ||
Net cash used in investing activities - Discontinued operations | 51,165 | |
CASH FLOW FROM FINANCING ACTIVITIES | ||
Related party loan additions | 2,499,250 | |
Related party loan repayments | 220,928 | |
Cash received from subscription of Preferred Stock | 3,843,851 | |
Third party convertible note additions | 575,915 | 184,393 |
Net cash provided from financing activities | 4,419,766 | 2,904,571 |
Net cash from financing activities - Discontinued Operations | ||
Effect of foreign exchange rate changes on cash and cash equivalents | 454,647 | |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | (35,239) | (1,074,777) |
CASH AND CASH EQUIVALENTS beginning of period | 128,364 | 1,082,734 |
CASH AND CASH EQUIVALENTS end of period | 93,125 | 7,957 |
NON-CASH TRANSACTIONS | ||
Preferred stock C issued for debt conversion | 79 | |
Common stock issued for debt conversion | 11,973 | |
Preferred stock A conversion | 2,376 | |
Preferred stock C conversion | 78,832 | |
Preferred stock B conversion | 100,000 | |
Non-controlling interest | 256,071 | |
Debt transferred from RP other liabilities to RP other notes payable | $ 672,370 |
Organization and Nature of Busi
Organization and Nature of Business | 9 Months Ended |
Sep. 30, 2019 | |
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. In November 2018, Natur Holding B.V. was acquired to continue the company as a provider of cold pressed juice beverages and healthy snacks. The original business of Future Healthcare of America, founded in 2012, was as a provider of home healthcare services, which had declined and is expected to be fully closed and liquidated in the fourth quarter of 2019. The current name of the company is Natur International Corp., which was effected on January 7, 2019. The trading symbol for our common stock became NTRU as of that date and trades on The OTC Market. Natur International Corp., is a Wyoming corporation, and operates its beverage business through a number of direct and indirect subsidiaries, of which the current principal one is Natur BPS B.V. (known by the trade name Natur Functionals), and is the successor to the business of Natur Holding B.V. ("we", "our", "the Company" or "Natur"). Our beverage business commenced in late 2015, with product distribution in Northern Europe. Currently, our operational headquarters is in Amsterdam, the Netherlands. At the onset of 2019, our product line up centered on a range of cold pressed juices and healthy snacks. These products were sold either directly or through distribution partners in the Netherlands and the United Kingdom. Beginning in the fourth quarter of 2018, and throughout the first half of 2019, the Company focus shifted from dependence on the legacy fruit and vegetable juices and snacks toward innovating a new line of hemp-derived natural food and beverage products. The Company product value proposition is to provide affordable, culturally relevant, authentic, fresh fruit, vegetable and hemp-derived supplemented consumer products to democratize clean, healthy, eating and drinking, with plans to address the growing needs for products that address other personal needs in health, wellness and beauty care. Through third party contract manufacturers, we apply patented technology to proprietary nutrient dense blends of fruit and vegetables, adding hemp-derived supplements. These are bottled or packed with technically advanced food and product safety measures and in some cases cold high-pressure processing to bring fresh tasting fruit, vegetable and hemp-derived supplemented blends to market through more than fifteen product types. These newly innovated products are brought to market, in Europe, through Natur's distribution channels of direct-to-business, direct-to-consumer and through select distributors. 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, pursuant to 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 Share Exchange Transaction was accounted for as a reverse capitalization with Natur Holding B.V. being treated as the accounting acquirer. As such, the historical information for all periods presented prior to the merger date relate to Natur Holding B.V. Subsequent to the Share Exchange Transaction consummation date, the information in this report relates to the consolidated entities of Natur, including Natur Holding B.V. and successor subsidiary and the former subsidiaries of Future Healthcare of America, the latter of which are currently in the process of being wound down and presented as discontinued operations. In connection with the Share Exchange Transaction, net cash received was $2,000,000 and costs incurred were $399,381 including professional fees for legal, accounting services and finance commission. Immediately after the Share Exchange Transaction, the former Natur shareholders collectively owned the controlling position among the shareholders of the Company. On May 1, 2019, Natur Holding B.V. filed a Petition in the Netherlands Court for the District of Amsterdam ("Petition") for the liquidation of the company and the transfer of certain assets and retained liabilities to Natur BPS B.V., a wholly owned subsidiary of Natur International Corp., which operates under the trade name Natur Functionals. This court process allowed the historical business of the Company's beverage business to be continued and eliminates a substantial amount of the liabilities of the Company. The Petition permits the Company to focus on activities that will drive growth and future profits. As a result of the Petition the control of Natur International Corp. over Natur Holding B.V. is compromised for financial reporting purposes, and its investment in it will be deconsolidated as of May 1, 2019. The Series B Preferred Stock was automatically converted upon the Company increasing the number of shares of Common Stock of its authorized capital, which happened on June 26, 2019. At the same time the Series C Preferred Stock was automatically converted to 78,832,399 shares of Common Stock. As of September 30, 2019, the total number of outstanding shares amounted to 322,230,038 shares of Common Stock with an authorized share capital of 750,000,000 shares of common Stock. On June 30, 2019, the Company expressed its interest in pursuing a transaction with Share International Holding B.V. on a binding basis. The contemplated transaction is the acquisition of Share International Holding B.V. ("SIH") and related assets for the operation of its business by the issuance of shares of Natur. The terms of this acquisition were negotiated and an agreement signed on October 26, 2019, with an anticipated closing date prior to fiscal year end.. At the same time as the Company entered into the letter of intent, it lent to SIH the sum $250,000 under a promissory note, due January 4, 2020. The note bears interest at the rate of 10%. The repayment obligation under the Note will be cancelled if no business arrangement is concluded due to a breach by the Company of any agreement for the business arrangement that is concluded in the future, either party to the note experiences a material adverse change, or the business arrangement is not approved by the shareholders or owners of the respective parties to the extent that approval is required. The note also has other standard default provisions under which the Company may declare a default. Also, at the same time as the foregoing letter of intent and loan were concluded, the board of directors of the Company appointed Mr. Paul Bartley as the Chief Executive Officer of the Company; Mr. Bartley is a principal of SIH On July 25, 2019, the Company acquired a controlling position in Temple Turmeric, Inc., a Delaware corporation ("Temple"). Founded in 2009, Brooklyn, New York based Temple's mission is to bring the highest quality turmeric to the world by pioneering the first Turmeric-based ready to drink beverage line. Temple has driven consumer understanding and demand for Turmeric as it has become more and more widely consumed through this decade. Temple now adds adaptogenic herbs and ancient super food formulations to beverages with a turmeric foundation. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation. Consolidation ● Natur BPS B.V., a Netherlands based company ● Temple Turmeric, Inc, a New York based company ● Future Healthcare Services Corp. a Wyoming based company ● Interim Healthcare of Wyoming, Inc. a Wyoming based company Use of Estimates in Financial Statement Preparation. Cash and Cash Equivalents. Accounts Receivable. Accounts Receivable Related Party. Accounts receivables from related parties are comprised of unsecured amounts due from related parties. The Company carries this receivable at its face amounts less an allowance for bad debts. The allowance for bad debts is recognized based on management's estimate. The company sold proceed from future sale receivables for 3.5% of the outstanding trade receivable due. The accounts receivables associated with the sale has been removed from the books of the company at the date of factoring the balance. The company has no continue involvement with the collection of the associated accounts receivable balance after handing over the balance to the factoring company. 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 are evaluated on a yearly basis and no impairment losses were incurred during the nine months ended September 30, 2019. 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. 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. Share-Based Payment Arrangements. The fair value of each option granted during the period ended September 30, 2019 was estimated on the date of grant using the Black-Scholes-Merton option-pricing model with the weighted average assumptions in the following table: 2019 2018 Expected dividend yield 0 % - Expected option term (years) 6 - Expected volatility 382 % - Risk-free interest rate 3 % - The expected term of options granted represents the period of time that options granted are expected to be outstanding. The expected volatility was based on the volatility in the trading of the Company's common stock. The assumed discount rate was the default risk-free six-year interest rate in the Netherlands. 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 for the nine-month period ended September 30, 2019: September 30, 2019 September 30, 2018 Netherlands 109,495 1,319,998 United States of America 222,064 - Total 331,559 1,319,998 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 sales could be at risk for return by customers. As the company do not deem this amount to be material no provision was recorded for the period ended 30 September, 2019. 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: 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: September 30, December 31, Balance Sheets 0.8929 0.8734 Statements of operations and comprehensive income (loss) 0.8905 0.8464 Equity 0.9037 0.9037 Cost of Revenues. Employee Benefits. Income Taxes. Natur BPS B.V., 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, considering 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. 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 | 9 Months Ended |
Sep. 30, 2019 | |
GOING CONCERN [Abstract] | |
GOING CONCERN | NOTE 3 – GOING CONCERN The Company considered its going concern disclosure requirements in accordance with ASC 240-40-50. We have had material operating losses, working capital deficit and have not yet created positive cash flows. These factors raise substantial doubt as to our ability to continue as a going concern. The Company concluded, in spite of the decreased cash flow from operations, both the elimination of certain debt and the successful raising of new capital and obtaining new capital commitments during the second and third quarter of 2019, that it has materially improved its capital so as to continue as going concern. The Company implemented a plan in the second quarter of 2019 to further structurally improve the conditions for its continuing as a going concern; (i) the Company implemented certain cost savings, primarily to its overhead requirements, (ii) 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 sales initiatives already implemented; and (iii) undertook a reorganization and restructuring program to reduce its debt that has now been completed. The corporate restructuring through the Petition in May 2019 is further disclosed in Note 13 to these financial statements. These actions have had an overall positive impact on the cost-basis of the organization. Notwithstanding the foregoing, the Company will continue to need additional capital from investors to fund its larger business plan and maintain the continuity and growth of its current operations. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. |
Fixed Assets
Fixed Assets | 9 Months Ended |
Sep. 30, 2019 | |
Intangible Tangible Fixed Assets [Abstract] | |
FIXED ASSETS | NOTE 4 – FIXED ASSETS Property, equipment and intangible assets at September 30, 2019, and December 31, 2018, consisted of the following: September 30, December 31, 2019 2018 Building and improvements - 491,847 Machines and installations - 65,886 Furniture and fixtures 60,117 200,508 Hardware and software - 80,163 60,117 838,404 Less: Accumulated Depreciation & Amortization (3,579 ) (314,894 ) 56,538 523,510 The depreciation expense for the nine-months ended September 30 2019 and the year- ended December 31, 2018 was $3,579 and $179,600 respectively. |
Other Current Assets
Other Current Assets | 9 Months Ended |
Sep. 30, 2019 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
OTHER CURRENT ASSETS | NOTE 5 – OTHER CURRENT ASSETS Other current assets at September 30, 2019 and December 31, 2018 consisted of the following: September 30, December 31, 2018 Value Added Tax receivable 71,327 67,388 Prepaid expenses 201,128 32,054 Other Receivables 99,877 93 372,332 99,535 Prepaid expenses as at 30 September 2019 includes a payment to a law firm working for the company in the Netherlands totaling $33,042. A prepayment was also made to a key supplier for the purchase of raw materials totaling $22,940. |
Accrued Expenses & Other Contin
Accrued Expenses & Other Contingent Liabilities | 9 Months Ended |
Sep. 30, 2019 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES & OTHER CONTINGENT LIABILITIES | NOTE 6 – ACCRUED EXPENSES & OTHER CONTINGENT LIABILITIES Accrued expenses & other contingent liabilities at September 30, 2019 and December 31, 2018 consisted of the following: September 30, December 31, 2018 Taxes payable 42,087 352,423 Invoices to be received - 3,972 Holiday Allowance Payable 12,727 24,642 Other accrued expenses & other contingent liabilities 5,212 202,124 60,026 583,161 |
Related Party Other Liabilities
Related Party Other Liabilities | 9 Months Ended |
Sep. 30, 2019 | |
Related Party Transactions [Abstract] | |
RELATED PARTY OTHER LIABILITIES | NOTE 7 – RELATED PARTY OTHER LIABILITIES Related party other liabilities at September 30, 2019 and December 31, 2018 consisted of the following: September 30, December 31, 2018 NL Life Sciences B.V. 2,060,389 563,118 STB Family Offices SARL 227,323 200,234 STB Family Offices B.V. - 661,432 Stichting Thank You Nature - 16,913 Flare Media B.V. - 25,458 AMC 78,226 325,382 Management & Board Fees 272,269 142,154 Yoomoo Limited - 98,014 2,638,207 2,032,705 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 nine-month period ended September 30, 2019, and the nine-month period ended September 30, 2018, was $60,542, and $1,069,888, respectively. For the related party balance liability held from NL Life Sciences, STB Family Offices SARL and TriDutch Holding B.V there is no repayment schedule in place. No interest is being charged. For the related party liability held with Flare Media B.V., STB Family Office B.V. in May 2019 the debt was fully transferred to NL Life Sciences B.V. as part of a debt restructuring. The other loans consist of the procurement of goods and consulting fees for the management team that have accrued from previous periods. No interest is being charged. |
Related Party Other Notes
Related Party Other Notes | 9 Months Ended |
Sep. 30, 2019 | |
Related Party Other Notes [Abstract] | |
RELATED PARTY OTHER NOTES | NOTE 8 – RELATED PARTY OTHER NOTES Loan from other related parties at September 30, 2019 and December 31, 2018 consisted of the following: September 30, December 31, 2018 Efficiency Life Fund - 400,750 TriDutch Holding B.V. - 672,099 - 1,072,849 For the loan from TriDutch Holding B.V., in May 2019 the debt was fully transferred to NL Life Sciences B.V. as part of a debt restructuring. |
Convertible Note Payable
Convertible Note Payable | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTE PAYABLE | NOTE 9 – CONVERTIBLE NOTE PAYABLE Convertible loans payable at September 30, 2019 and December 31, 2018 consisted of the following: September 30, December 31, 2018 Convertible loan 1 - 629,750 Convertible loan 2 - 970,960 Convertible loan 3 581,235 - 581,235 1,600,710 Convertible Loan 1 Party for loan 1 had 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. In July 2019 the amount of $629,750 was fully converted to common stock of the company. Convertible 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. Repeated attempts at correspondence was made between the Company and the lender's attorney in April and May 2019 to discuss converting the balance to common stock of the Company on the bankruptcy of Natur Holding B.V. As no response was received the amount remains in Natur Holding B.V. who's estate is being managed independently by a court issued Curator. Neither Natur International Corp or any subsidiaries have any further obligation for this note. Convertible Loan 3 Natur Holding B.V., the principle subsidiary of Natur International Corp, entered into a loan agreement with Dam! Holding B.V., under which Natur Holding could borrow up to US$560,915 or €500,000. The final terms of the agreement were concluded on February 18, 2019.The full drawdown of $560,915 was made in three tranches throughout January and February 2019. Repayment is due after six months from the date of receipt of the initial funds. The loan may be pre-paid in full or in part at any time. Interest, at the rate of 5% per annum, is due and payable quarterly. The loan carries a default interest rate of 11% per annum. There is a currently a translation difference of $20,320 due to foreign exchange rate differences. Following approval by the SEC in the third quarter of 2019 to increase the authorized share capital the company plans to fully convert this balance into equity, in the form of common stock, in the fourth quarter of 2019. |
Related Party Convertible Note
Related Party Convertible Note Payable | 9 Months Ended |
Sep. 30, 2019 | |
Related Party Convertible Note Payable [Abstract] | |
RELATED PARTY CONVERTIBLE NOTE PAYABLE | NOTE 10 – RELATED PARTY CONVERTIBLE NOTE PAYABLE Related party convertible note payable at September 30, 2019 and December 31, 2018 consisted of the following: September 30, December 31, 2018 Convertible loan Efficiency Life Fund 2,984,217 11,671,743 As at June 26, 2019, $8,830,140 of the balance was converted into Series C Preferred Stock, this stock then converted to shares of common stock after the increase in authorized share capital of the Company. The Holder 6 th Following approval by the SEC in the third quarter of 2019 to increase the authorized share capital the company plans to fully convert this balance into equity, in the form of common stock, in the fourth quarter of 2019. |
Options & Warrants
Options & Warrants | 9 Months Ended |
Sep. 30, 2019 | |
Warrants and Rights Note Disclosure [Abstract] | |
OPTIONS & WARRANTS | NOTE 11 – OPTIONS & WARRANTS On November 13, 2018, the Company closed a subscription agreement and debt conversion agreement with Alpha Capital Anstalt wherein the Company granted the following warrants to purchase: - A total of 33,000,000 shares of common stock, at $0.0606060 per share, exercisable for four years. - A total of 6,000,000 shares of common stock, at $0.15 per share, exercisable for four years. On August 30, 2019 the Company and Alpha agree that the currently issued and outstanding warrant held by Alpha for the purchase of up to 33,000,000 will be reissued so that 16,500,000 of the shares thereunder may be purchased at the per share exercise price of $0.0304 and 16,500,000 of the shares may be purchased at the per share exercise price of $.06 (the original exercise price). - A total of 16,500,000 shares of common stock, at $0.0606060 per share, exercisable for four years. - A total of 16,500,000 shares of common stock, at $0.0304 per share, exercisable for four years. - A total of 6,000,000 shares of common stock, at $0.15 per share, exercisable for four years. A summary of the status of the warrants granted is presented below for the nine months ended: September 30, 2019 December 31, 2018 Shares Weighted Shares Weighted Outstanding at beginning of period 39,000,000 $ 0.074 - $ - Granted - (0.012 ) 39,000,000 0.074 Exercised - - - - Expired - - - - Outstanding at end of period 39,000,000 $ 0.062 39,000,000 $ 0.074 On January 16, 2019, the Company completed compensatory arrangements with three board members of Natur International Corp. with the following terms: Mr. Anthony Joel Bay, through La Bay Ventures Inc., will be issued a six-year option to purchase an aggregate of 7,319,321 shares of common stock of the Company. The option granted by the Company provides for equal quarterly vesting of the shares commencing March 31, 2019, over three years ending December 31, 2021, with the right to exercise vested shares at $.030303 per share at any time until March 31, 2025, the sixth-year anniversary. The option provides for cashless exercise and may be registered for resale at the election of the Company. If the service agreement is terminated for a breach thereof, all vested and unvested options will terminate, but if the service agreement is otherwise terminated, then only then vested options will continue to be exercisable for the full term. Mr. Rudolf Derk Huisman, through Pas Beheer B.V., will be issued a six-year option to purchase an aggregate of 7,319,321 shares of common stock of the Company. The option granted by the Company provides for equal quarterly vesting of the shares commencing March 31, 2019, over three years ending December 31, 2021, with the right to exercise vested shares at $.030303 per share at any time until March 31, 2025, the sixth-year anniversary. The option provides for cashless exercise and may be registered for resale at the election of the Company If the service agreement is terminated for a breach thereof, all vested and unvested options will terminate, but if the service agreement is otherwise terminated, then only then vested options will continue to be exercisable for the full term. Ms. Ellen Berkers, through Montrose Executive Management, will be issued an aggregate of 5,800,000 share of options to purchase common stock of the Company as part of her termination arrangement dated May 30, 2019. The option granted by the Company provides for the right to exercise the shares at $.030303 per share at any time from April 1, 2022 until March 31, 2025. The option provides for cashless exercise and may be registered for resale at the election of the Company. Mr. Robert A. Paladino, through Cavalier Aire LLC., was supposed to be issued a six-year option to purchase an aggregate of 7,319,321 shares of common stock of NTRU. The option granted by the Company provided for equal quarterly vesting of the shares commencing March 31, 2019, over three years ending December 31, 2021, with the right to exercise vested shares at $.030303 per share at any time until March 31, 2025, the sixth-year anniversary. The option further provided for cashless exercise and registration for resale at the election of the Company. As the service agreement has been breached by Paladino, all vested and unvested options have been terminated. Paladino and the Company are currently in a legal dispute in the Netherlands as Paladino is challenging the legal validity of the termination. A summary of the status of the share options is presented below for the nine months ended: September 30, 2019 December 31, 2018 Shares Weighted Average Shares Weighted Average Outstanding at beginning of period - $ - - $ - Vested 10,679,584 0.071 - - Unvested 10,978,954 0.071 Exercised - - - - Expired - - - - Outstanding at end of period 21,658,538 $ 0.071 - $ - The fair value of all stock options outstanding at 30 September, 2019 is $1,451,141 at a weighted average fair value of $0.071 per option. |
Loss Per Share
Loss Per Share | 9 Months Ended |
Sep. 30, 2019 | |
Earnings Per Share [Abstract] | |
LOSS PER SHARE | NOTE 12 – LOSS PER SHARE At September 30, 2019, the Company had 322,230,038 shares issues and outstanding at a par value of $.001. The Company also has 2,397.130 preferred A shares issued and outstanding. Alpha Capital Anstalt has two outstanding warrants issued on November 13, 2018, each with 4-year terms. The first warrant has an exercise price of $0.060606 for 36,000,000 shares and the second warrant is exercisable for 6,000,000 shares at a $0.15 exercise price. The Company has reserved 16,240,000 shares of Common Stock for management incentive awards. At December 31, 2018, the Company had 129,049,192 shares of common stock issued and outstanding. |
Discontinued Operations and Ass
Discontinued Operations and Assets/Liabilities Held for Disposal | 9 Months Ended |
Sep. 30, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS AND ASSETS/LIABILITIES HELD FOR DISPOSAL | NOTE 13 – DISCONTINUED OPERATIONS AND ASSETS/LIABILITIES HELD FOR DISPOSAL Effective November 30, 2018, the Company closed 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 were transferred to the headquarters in Amsterdam as part of the centralization of support staff initiative. As of March 22, 2019, the company Naturalicious UK Limited was put into liquidation and the matters are being dealt with by a qualified administration firm in the United Kingdom. A board meeting was held on March 22, 2019, and it was agreed to liquidate the company. Currently the rights and obligations of the company are handled by the administration firm and the legal obligation over the liabilities are extinguished. As we no longer have any rights or obligations to the indirect subsidiary, it has been removed from the consolidation and the net liability position of the company is released and recognized as a gain on disposal. Effective August 31, 2018, the Company offices in Casper, Wyoming were closed at the termination of its health care operations. The increase in costs coupled with a decrease in business activity, led 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. 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, hemp-derived extracts). For this, the Company established Natur BPS B.V. (formerly Natur CBD B.V.) as a sister company of Natur Holding B.V. 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 hemp-derived extracts as a new revenue model. 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 B.V., it was decided to develop a restructuring plan to: A. Establish an asset transfer from Natur Holding B.V. to Natur CBD B.V., optimizing the proceeds for these assets and subsequently liquidate Natur Holding B.V.; B. Continue the business in Natur CBD B.V. with an extended portfolio of functional products, including food and beverages infused with hemp-derived extracts and deliver the objectives as set by the Board C. Expeditiously seek new funding in the form of (long-term) or convertible debt or equity. Discussions with Third parties are on-going. In May 2019 we reached agreements with most of the debtholders to convert their debt to equity and effective from May 1, 2019, the asset transfer between Natur Holding B.V. and its sister company Natur BPS B.V was executed and Natur Holding B.V. and its wholly owned subsidiaries were declared bankrupt by the Court in Amsterdam, the Netherlands. The following table presents the carrying amounts of the major classes of assets and liabilities included in our discontinued operations as presented on our Unaudited Consolidated Balance Sheet as of September 30, 2019. NATUR INTERNATIONAL CORP UNAUDITED BALANCE SHEET OF DISCONTINUED OPERATIONS September 30, 2019 December 31, 2018 Current assets Cash and cash equivalents - - Related party receivable - 201,907 Accounts receivable - 124,016 Inventories - - Other current assets - 51,705 Total current assets - 377,628 Fixed Assets Tangible fixed assets - 27,547 Financial Fixed Assets - 23,618 Total fixed assets - 51,165 TOTAL ASSETS - 428,793 Short term debt Accounts Payable 39,333 643,616 Accrued expenses & other contingent liabilities 65,000 243,510 Total short-term debt 104,333 887,126 NATUR INTERNATIONAL CORP UNAUDITED INCOME STATEMENT OF DISCONTINUED OPERATIONS For the Three Months For the Three Months September 30, 2019 September 30, 2018 REVENUE - - COST OF GOODS SOLD - - GROSS MARGIN - - OPERATING EXPENSES Wages & Salaries - - Selling, General & Administrative* (63,310 ) 119,136 Amortization & depreciation - - Total operating expenses (63,310 ) 119,136 PROFIT/(LOSS) FROM OPERATIONS 63,310 (119,136 ) Interest expense - - PROFIT/(LOSS) FROM DISCONTINUED OPERATIONS 63,310 (119,136 ) * The positive expense balance is due to the legal fee accrual being released due to advances in the two cases in the third quarter of 2019. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2019 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 14 – SUBSEQUENT EVENTS S-1 Statement On September 25, 2019, the Company submitted a Registration Statement on Form S-1 to the SEC, to register 200,000,000 shares of our common stock that may be sold by the Company, through the efforts of an officer of Natur International Corp., on a best efforts basis, with no minimum. The Registration Statement was declared effective on November 1, 2019. To date, the Company has not offered or sold any of the shares it has registered for its sale. Share International On June 30, 2019, the Company signed a binding letter of intent with SIH, a company having its main activities in China in the Chongqing region. On October 26, 2019 the Company signed a definitive agreement with SIH to acquire all of its shares in exchange of 24% of its fully diluted share capital in newly issued restricted shares, calculated as of November 1, 2019, which represents 235,873,452 shares of common stock of the Company, subject to equitable reduction for any adverse change in the financial condition of SIH, or the failure to deliver one or more of the assets of SIH listed in the Share Exchange Agreement). The closing is expected to take place before the end of this year. Series D, Series E and Series G Preferred Stock On October 16, 2019, the Company filed Certificates of Amendment to its Certificate of Incorporation to create 15,789.473 shares of Series D Preferred Stock ("Series D Preferred Stock"), 56,423.386 shares of Series E Preferred Stock ("Series E Preferred Stock"), and 58,736.843 shares of Series G Preferred Stock ("Series G Preferred Stock"). These were created in connection with the sale of preferred stock and warrants for an aggregate purchase price of approximately $3,980,864. The three classes of Preferred Stock have no voting rights, except as provided by law. The liquidation preference of each class is based on the purchase price of the shares of that particular class, and is subordinate to prior issued, outstanding series of preferred stock and in preference to subsequent issued series of preferred stock. Each of the three series of Preferred Stock is convertible into shares of common stock at the option of the holder until December 31, 2021, and if not then converted will automatically convert into common stock on December 31, 2021. The conversion rate is subject to typical anti-dilution rights for stock splits and reorganizations. The total number of shares into which the three classes of Preferred Stock may be converted is 130,949,703. In conjunction with the sale of the three classes of Preferred Stock, the Company also sold warrants to purchase an aggregate of 130,949,703 additional shares of common stock from time to time by the holders thereof. The shares of common stock underlying the Preferred Stock and warrants sold to the holder of the Series G Preferred Stock were granted registration rights in connection with their purchase of the Company securities. The Company has fulfilled this obligation with the Registration Statement on Form S-1, declared effective on November 1, 2019. Series F Preferred Stock On October 16, 2019, the Company filed a Certificate of Amendment to its Certificate of Incorporation to create 49,342.105 shares of Series F Preferred Stock ("Series F Preferred Stock"). The Series F Stock does not have any dividend rights, a liquidation preference per share of $30.40, payable after satisfaction of the liquidation preference of prior issued, outstanding preferred stock of the Company, the right to vote with the common stock on an as converted basis, and optional conversion rights. The Series F Stock also has the right to vote as a separate class as provided by law. It is mandatorily convertible if at any time (a) the closing price of the Company's common stock on the trading market for the common stock exceeds $0.0608 (such dollar amount subject to appropriate adjustment in the event of an adjustment of the conversion ratio of the Series F Preferred Stock) and (b) the dollar value of the common stock traded on the Eligible Market (as defined) exceeds $200,000, provided that at such time there is a sufficient amount of authorized but unissued Common Stock available to be issued upon conversion in full of all the shares of Series F Preferred Stock. The Company will reimburse the holder for any buy-in penalties if it fails to timely deliver the shares of common stock upon conversion. None of the shares of the Series F Preferred Stock have been issued. Changes to Board/Management On September 25, 2019, the Company appointed Spencer Chesman as co-CEO of the company and Michael Jones as Chief Strategy Officer. On November 7, 2019 both officers were appointed to the Board of the company. To accommodate their seating, the Board adopted a resolution to change the Bylaws of the company and increased the maximum number of board seats from 9 to 10. Convertible Note On October 2, 2019, a private investor granted a loan facility in the principle amount of $1,000,000 with the right, but not the obligation to convert the outstanding loan amounts into shares in the capital of Natur International Corp for a term from October 2, 2019, till the maturity date of April 1, 2020, at an interest rate equivalent to 20% per annum. The conversion price of the shares is $0.038 per unit of common stock. Head Office On October 1, 2019, the corporate head office of Natur International Corp. was changed from 124 Jachthavenweg, 1081 KJ Amsterdam, The Netherlands to Parnassus Tower, Locatellikade 1, 1076 AZ Amsterdam, The Netherlands. The Company, at the new location, has a lease for approximately 5,834 square feet, at an annual rent of $285,471 (€259,286), for a term of five years. |
Recapitalization
Recapitalization | 9 Months Ended |
Sep. 30, 2019 | |
Recapitalization [Abstract] | |
RECAPITALIZATION | NOTE 15 – 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 B.V. In conjunction with the transaction the Company was recapitalized, resulting in the capital structure outlined below. The main purpose of the transaction was to raise additional capital for the purposes of growth. The historical number of common shares of Nature Holding B.V. presented in our financial statements were converted to post-acquisition shares on a 1 to 112 basis. The following shares of common stock were issued in connection with the reverse capitalization transaction. Natur shareholders had a controlling voting percentage of 94% subsequent to the transaction: - 115,759,999 shares of common stock were issued to the Natur shareholders. - 2,023,562 shares of common stock were issued to two of the former management of the Company for their cancellation and release of accrued salaries - 2,469,131 shares of Series A Preferred Stock were issued for a cash capital investment of $2,000,000 and debt forgiveness of $469,131. The shares of Series A Preferred Stock will convert at a ratio of 1 share to 33,000 common shares. - 100,000 shares of Series B Preferred Stock were issued to the Natur Holding B.V. shareholders. These shares convert at a ratio of 1 share to 1,000 common shares. |
Stockholders' Deficit
Stockholders' Deficit | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
STOCKHOLDERS' DEFICIT | NOTE 16 – STOCKHOLDERS' DEFICIT On November 13, 2018, Future Healthcare of America completed a transactions pursuant to the Share Exchange Agreement discussed in Note 1. In connection with the Share Exchange Transaction, the Company issued the equivalent of 215,759,999 shares of the Common Stock to the former shareholders of Nature Holding B.V., 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 converted automatically into the Common Stock on June 26, 2019, when the Company increased its authorized capital in a sufficient amount to permit the conversion of the Series B Preferred Stock. At closing the number of common shares, issued and outstanding was 322,230,038. Per the OTC listing the shares were officially converted as of July 2, 2019. On September 21, 2018, Parent Company 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 33,000 shares of Common Stock, based on a per common share conversion 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 another 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 warrant for 33,333,000 shares of common stock was $2,000,000 in cash and conversion of $469,131 of outstanding debt. The other warrant was issued for conversion of outstanding interest due Alpha under a prior loan agreement to Future Healthcare of America. Prior to the acquisition of Natur Holding, B.V., Alpha also had cancelled approximately $651,000 of debt principle and interest due from the Company. These transactions eliminated $1,420,000 of debt principle and interest of the 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, which has not yet been paid. 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 per common share 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. On April 4, 2019, the Company filed an Articles of Amendment in the State of Wyoming to create a new class of Series C Preferred Stock, which was returned as of April 9, 2019. The Series C Preferred Stock was converted into 78,832,399 shares of Common Stock on June 26, 2019. Per the OTC listing the shares were officially converted as of July 2, 2019. In June and July 2019, the Company entered into a series of agreements to sell shares of the following different series of preferred stock. The series of preferred stock were created on October 16, 2019, and the Company has issued shares of the Series D Preferred Stock, Series E Preferred Stock and Series G Preferred Stock to the investors. The Series F Preferred Stock has not been issued to date. ● Series Preferred Stock D: 15,789.473 preferred shares, conversion to common shares at a ratio of 1:1,000. price per share of $31.70, no voting rights and a warrant reflecting the right to buy 20,000,000 shares at an exercise price of $0.06 ● Series Preferred Stock E: 56,443.551 preferred shares, conversion to common shares at a ratio of 1:1,000, price per share of $30,40, no voting rights and a warrant reflecting the right to buy 56,443,551 shares at an exercise price of $0.0304 ● Series Preferred Stock F: 49,342.105 preferred shares, conversion to common shares at a ratio of 1:1,000, price per share $0.0304, registration rights, and warrant reflecting the right to buy 740,130,158 shares at an exercise price of $0.0304. ● Series Preferred Stock G: 46,947.368 preferred shares, conversion to common shares at a ratio of 1:1,000, price per share of $0.038, registration rights and a warrant reflecting the right to buy 46,947,368 shares at an exercise price of $0.076. During the first nine months of the 2019 fiscal year, in addition to pursuing the Petition to reorganize certain of its liabilities, the Company successfully negotiated the conversion of a further $6,114,790 of debt into 149,516,865 shares of common stock. During the third quarter $636,315 was converted to 11,632,445 shares of common stock. The remainder will be converted and issued in due course. More importantly, the Company has been conducting substantial fund-raising activities. It obtained new funding through a series of securities purchase agreements that have been funded in the amount of $3,843,851 that was completed during the third fiscal quarter of 2019. The securities consist of several new series of preferred stock convertible into up to 130,949,703 shares of Common Stock and warrants exercisable for up to 135,160,230 shares of Common Stock. |
Business Combination
Business Combination | 9 Months Ended |
Sep. 30, 2019 | |
Business Combination [Abstract] | |
BUSINESS COMBINATION | NOTE 17 – BUSINESS COMBINATION On July 25, 2019, Natur International Corp. ("Company") finalized a Purchase and Recapitalization Agreement, dated as of July 24, 2019 ("Agreement"), with DRBG Holdco, LLC, a Delaware limited liability company ("DRBG"), Temple Turmeric, Inc., a Delaware corporation ("Temple"), Daniel Sullivan, an individual ("DS"), Tim Quick, an individual ("TQ"), and TQ Holdings LLC, a New Hampshire limited liability company ("TQH") to acquire the business of Temple. Under the Agreement the Company acquired 15,121,984 shares of Series A Preferred Stock (the "Series A Shares") of Temple from DRBG for a nominal amount and agreed to acquire from TQH a promissory note in the principal amount of $100,000 plus all accrued and unpaid interest. The Company caused Temple to issue to DRBG a warrant to acquire a percentage of the Temple equity ("Warrant"). The Temple board of directors will have three of the five directors appointed by the Company pursuant to the terms of the Series A Shares and the current certificate of incorporation of Temple. The Series A Shares represent approximately 52% of the equity of Temple, on a fully diluted basis. The reasoning for the acquisition was that the Temple business was seen to be a complementary business to Natur's current operations. It has allowed the company to extend their geographical positioning in the functional juice category. Natur will also introduce the Temple products to the Eurasian market in the fourth quarter of 2019. The Company recorded the acquisition under the guidance of ASC 805 "Business Combinations". All the assets acquired and liabilities assumed are recorded at their corresponding fair values. The following tables present information for the business, including amortization of assets, revenues and earnings included in consolidated net loss for the year to date directly prior to the acquisition on July 24, 2019. Assets acquired Cash and cash equivalents 40,374 Accounts receivable 110,727 Inventories 478,087 Other current assets 8,500 Total current assets acquired 637,688 Fixed Assets Acquired Tangible fixed assets 1,250 Financial Fixed Assets - Total fixed assets acquired 1,250 TOTAL ASSETS ACQUIRED 638,938 Short term debt assumed Accounts Payable 440,044 Related Party loan payable 115,000 Accrued expenses & other contingent liabilities 2,666 Total short-term debt assumed 557,710 Total 81,228 Attributed to Non-controlling Interest 38,989 The net assets attributed to Non-controlling interest has been calculated based on the current book-value of the business as this has been deemed the most indicative measurement of the fair value based on the information that the company currently has available. The balance sheet presented above is currently provisional and is the company's current best estimate of the fair value based on the provisional numbers we have available at this point. As part of the sale, Temple issued warrants, exercisable for the greater of 1,493,735 shares of common stock of Temple or 2.5% of the equity of the Temple on a fully diluted basis. The exercise price per share is the par value of the common stock of Temple to be acquired upon exercise of the Warrant. The exercise period is ten years, but not later than the earlier of the consummation of the initial public offering by Temple or a sale transaction of Temple, as defined in the Warrant. The Warrant has a limited cashless conversion right and has typical anti-dilution rights for dividends, reverse splits and changes in the capitalization of Temple. As of the date of this filing, it is understood that the holder of the issued warrants is in the process of filing for bankruptcy. Due to the current negative outlook for the business of the holder and the limited transfer rights of the warrant to a third party in the event of bankruptcy of the holder, the company has deemed the fair value of the warrant at this point in time to be $nil. The company will continue to monitor the situation on a regular basis and will adjust the value of the warrant based on the then actual situation. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation. Consolidation ● Natur BPS B.V., a Netherlands based company ● Temple Turmeric, Inc, a New York based company ● Future Healthcare Services Corp. a Wyoming based company ● Interim Healthcare of Wyoming, Inc. a Wyoming based company |
Use of Estimates in Financial Statement Preparation | Use of Estimates in Financial Statement Preparation. |
Cash and Cash Equivalents | Cash and Cash Equivalents. |
Accounts Receivable | Accounts Receivable. |
Accounts Receivable Related Party | Accounts Receivable Related Party. Accounts receivables from related parties are comprised of unsecured amounts due from related parties. The Company carries this receivable at its face amounts less an allowance for bad debts. The allowance for bad debts is recognized based on management's estimate. The company sold proceed from future sale receivables for 3.5% of the outstanding trade receivable due. The accounts receivables associated with the sale has been removed from the books of the company at the date of factoring the balance. The company has no continue involvement with the collection of the associated accounts receivable balance after handing over the balance to the factoring company. |
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 are evaluated on a yearly basis and no impairment losses were incurred during the nine months ended September 30, 2019. |
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. 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. |
Share-Based Payment Arrangements | Share-Based Payment Arrangements. The fair value of each option granted during the period ended September 30, 2019 was estimated on the date of grant using the Black-Scholes-Merton option-pricing model with the weighted average assumptions in the following table: 2019 2018 Expected dividend yield 0 % - Expected option term (years) 6 - Expected volatility 382 % - Risk-free interest rate 3 % - The expected term of options granted represents the period of time that options granted are expected to be outstanding. The expected volatility was based on the volatility in the trading of the Company's common stock. The assumed discount rate was the default risk-free six-year interest rate in the Netherlands. 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 for the nine-month period ended September 30, 2019: September 30, 2019 September 30, 2018 Netherlands 109,495 1,319,998 United States of America 222,064 - Total 331,559 1,319,998 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 sales could be at risk for return by customers. As the company do not deem this amount to be material no provision was recorded for the period ended 30 September, 2019. 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: |
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: September 30, December 31, Balance Sheets 0.8929 0.8734 Statements of operations and comprehensive income (loss) 0.8905 0.8464 Equity 0.9037 0.9037 |
Cost of Revenues | Cost of Revenues. |
Employee Benefits | Employee Benefits. |
Income Taxes | Income Taxes. Natur BPS B.V., 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, considering 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. 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) | 9 Months Ended |
Sep. 30, 2019 | |
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 share based payment arrangement | 2019 2018 Expected dividend yield 0 % - Expected option term (years) 6 - Expected volatility 382 % - Risk-free interest rate 3 % - |
Schedule of revenues disaggregated by geographical region | September 30, 2019 September 30, 2018 Netherlands 109,495 1,319,998 United States of America 222,064 - Total 331,559 1,319,998 |
Schedule of foreign exchange rates | September 30, December 31, Balance Sheets 0.8929 0.8734 Statements of operations and comprehensive income (loss) 0.8905 0.8464 Equity 0.9037 0.9037 |
Fixed Assets (Tables)
Fixed Assets (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Fixed Assets (Abstract) | |
Schedule of property, equipment and intangible assets | September 30, December 31, 2019 2018 Building and improvements - 491,847 Machines and installations - 65,886 Furniture and fixtures 60,117 200,508 Hardware and software - 80,163 60,117 838,404 Less: Accumulated Depreciation & Amortization (3,579 ) (314,894 ) 56,538 523,510 |
Other Current Assets (Tables)
Other Current Assets (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of other current assets | September 30, December 31, 2018 Value Added Tax receivable 71,327 67,388 Prepaid expenses 201,128 32,054 Other Receivables 99,877 93 372,332 99,535 |
Accrued Expenses & Other Cont_2
Accrued Expenses & Other Contingent Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Payables and Accruals [Abstract] | |
Schedule of accrued expenses & other contingent liabilities | September 30, December 31, 2018 Taxes payable 42,087 352,423 Invoices to be received - 3,972 Holiday Allowance Payable 12,727 24,642 Other accrued expenses & other contingent liabilities 5,212 202,124 60,026 583,161 |
Related Party Other Liabiliti_2
Related Party Other Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Related Party Transactions [Abstract] | |
Schedule of related party other liabilities | September 30, December 31, 2018 NL Life Sciences B.V. 2,060,389 563,118 STB Family Offices SARL 227,323 200,234 STB Family Offices B.V. - 661,432 Stichting Thank You Nature - 16,913 Flare Media B.V. - 25,458 AMC 78,226 325,382 Management & Board Fees 272,269 142,154 Yoomoo Limited - 98,014 2,638,207 2,032,705 |
Related Party Other Notes (Tabl
Related Party Other Notes (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Related Party Other Notes [Abstract] | |
Schedule of loans from other related parties | September 30, December 31, 2018 Efficiency Life Fund - 400,750 TriDutch Holding B.V. - 672,099 - 1,072,849 |
Convertible Note Payable (Table
Convertible Note Payable (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of convertible note payable | September 30, December 31, 2018 Convertible loan 1 - 629,750 Convertible loan 2 - 970,960 Convertible loan 3 581,235 - 581,235 1,600,710 |
Related Party Convertible Not_2
Related Party Convertible Note Payable (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Related Party Convertible Note Payable [Abstract] | |
Schedule of related party convertible note payable | September 30, December 31, 2018 Convertible loan Efficiency Life Fund 2,984,217 11,671,743 |
Options & Warrants (Tables)
Options & Warrants (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Warrants and Rights Note Disclosure [Abstract] | |
Schedule of summary warrants granted | September 30, 2019 December 31, 2018 Shares Weighted Shares Weighted Outstanding at beginning of period 39,000,000 $ 0.074 - $ - Granted - (0.012 ) 39,000,000 0.074 Exercised - - - - Expired - - - - Outstanding at end of period 39,000,000 $ 0.062 39,000,000 $ 0.074 |
Schedule of summary warrants stock options | September 30, 2019 December 31, 2018 Shares Weighted Average Shares Weighted Average Outstanding at beginning of period - $ - - $ - Vested 10,679,584 0.071 - - Unvested 10,978,954 0.071 Exercised - - - - Expired - - - - Outstanding at end of period 21,658,538 $ 0.071 - $ - |
Discontinued Operations and A_2
Discontinued Operations and Assets/Liabilities Held For Disposal (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of the carrying amounts of the major classes of included in our discontinued operations | September 30, 2019 December 31, 2018 Current assets Cash and cash equivalents - - Related party receivable - 201,907 Accounts receivable - 124,016 Inventories - - Other current assets - 51,705 Total current assets - 377,628 Fixed Assets Tangible fixed assets - 27,547 Financial Fixed Assets - 23,618 Total fixed assets - 51,165 TOTAL ASSETS - 428,793 Short term debt Accounts Payable 39,333 643,616 Accrued expenses & other contingent liabilities 65,000 243,510 Total short-term debt 104,333 887,126 For the Three Months For the Three Months September 30, 2019 September 30, 2018 REVENUE - - COST OF GOODS SOLD - - GROSS MARGIN - - OPERATING EXPENSES Wages & Salaries - - Selling, General & Administrative* (63,310 ) 119,136 Amortization & depreciation - - Total operating expenses (63,310 ) 119,136 PROFIT/(LOSS) FROM OPERATIONS 63,310 (119,136 ) Interest expense - - PROFIT/(LOSS) FROM DISCONTINUED OPERATIONS 63,310 (119,136 ) * The positive expense balance is due to the legal fee accrual being released due to advances in the two cases in the third quarter of 2019. |
Business Combination (Tables)
Business Combination (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Business Combination [Abstract] | |
Schedule of business combination | Assets acquired Cash and cash equivalents 40,374 Accounts receivable 110,727 Inventories 478,087 Other current assets 8,500 Total current assets acquired 637,688 Fixed Assets Acquired Tangible fixed assets 1,250 Financial Fixed Assets - Total fixed assets acquired 1,250 TOTAL ASSETS ACQUIRED 638,938 Short term debt assumed Accounts Payable 440,044 Related Party loan payable 115,000 Accrued expenses & other contingent liabilities 2,666 Total short-term debt assumed 557,710 Total 81,228 Attributed to Non-controlling Interest 38,989 |
Organization and Nature of Bu_2
Organization and Nature of Business (Details) - USD ($) | Nov. 13, 2018 | May 31, 2019 | Apr. 30, 2019 | Sep. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2019 | Sep. 25, 2019 | Dec. 31, 2018 |
Organization and Nature of Business (Textual) | ||||||||
Common stock shares issued | 215,759,999 | |||||||
Issuance of common stock shares | 115,760,000 | 112,568.669 | 112,568.669 | 200,000,000 | ||||
Common stock voting, description | In part as 100,000 shares of voting. | |||||||
Conversion of common stock shares | ||||||||
Common stock, shares outstanding | 322,230,038 | 322,230,038 | 129,049,192 | |||||
Common stock, shares authorized | 750,000,000 | 750,000,000 | 200,000,000 | |||||
Net cash received | $ 2,000,000 | |||||||
Costs incurred | $ 399,381 | |||||||
Debt instrument, description | The fair value of all stock options outstanding at 30 September, 2019 is $1,451,141 at a weighted average fair value of $0.071 per option. | |||||||
Conversion of shares value | $ 0 | |||||||
Securities Purchase Agreements [Member] | ||||||||
Organization and Nature of Business (Textual) | ||||||||
Substantial fund-Raising | $ 3,843,851 | $ 3,843,851 | ||||||
Series B Preferred Stock [Member] | ||||||||
Organization and Nature of Business (Textual) | ||||||||
Conversion of common stock shares | 100,000,000 | |||||||
Preferred Class C [Member] | ||||||||
Organization and Nature of Business (Textual) | ||||||||
Conversion of common stock shares | 78,832,399 | |||||||
Preferred Class C [Member] | Preferred Stock [Member] | ||||||||
Organization and Nature of Business (Textual) | ||||||||
Common stock, shares outstanding | 322,230,038 | 322,230,038 | ||||||
Common stock, shares authorized | 750,000,000 | 750,000,000 | ||||||
Convertible Debt [Member] | ||||||||
Organization and Nature of Business (Textual) | ||||||||
Debt instrument, description | The Company entered into the letter of intent, it lent to SIH the sum $250,000 under a promissory note, due January 4, 2020. | |||||||
Interest rate | 10.00% | 10.00% | ||||||
Conversion of shares value | $ 636,315 | |||||||
Conversion shares of common stock | 11,632,445 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) | 9 Months Ended |
Sep. 30, 2019 | |
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) | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Accounting Policies [Abstract] | ||
Expected dividend yield | 0.00% | 0.00% |
Expected option term (years) | 6 years | 0 years |
Expected volatility | 382.00% | 0.00% |
Risk-free interest rate | 3.00% | 0.00% |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details 2) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Total revenues | $ 259,006 | $ 377,565 | $ 331,559 | $ 1,319,998 |
Netherlands [Member] | ||||
Total revenues | 109,495 | 1,319,998 | ||
United States of America [Member] | ||||
Total revenues | $ 222,064 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Details 3) | Sep. 30, 2019 | Dec. 31, 2018 |
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 | 0.8905 | 0.8464 |
Balance Sheets [Member] | ||
Translation of amounts from EUR into U.S. dollars | 0.8929 | 0.8734 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Description of Summary of Significant Accounting Policies (Textual) | ||||||
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 | $ (1,792,915) | $ (1,759,105) | $ (5,114,391) | $ (4,269,553) | ||
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. | |||||
Expected option term (years) | 6 years | 0 years | ||||
Outstanding trade receivable percentage | 3.50% | |||||
Leases [Member] | ||||||
Description of Summary of Significant Accounting Policies (Textual) | ||||||
Operating lease right-of-use assets | 580,310 | $ 580,310 | ||||
Operating lease liabilities | $ 578,007 | $ 578,007 | ||||
United States [Member] | ||||||
Description of Summary of Significant Accounting Policies (Textual) | ||||||
Net operating losses | $ 157,386 | $ 3,483,928 | ||||
Netherlands [Member] | Maximum [Member] | ||||||
Description of Summary of Significant Accounting Policies (Textual) | ||||||
Expected option term (years) | 9 years |
Fixed Assets (Details)
Fixed Assets (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Intangible Assets, Gross | $ 60,117 | $ 838,404 |
Less: Accumulated Depreciation & Amortization | (3,579) | (314,894) |
Intangible assets, net | 56,538 | 523,510 |
Building and improvements [Member] | ||
Intangible Assets, Gross | 491,847 | |
Machines and installations [Member] | ||
Intangible Assets, Gross | 65,886 | |
Furniture and Fixtures [Member] | ||
Intangible Assets, Gross | 60,117 | 200,508 |
Hardware and software [Member] | ||
Intangible Assets, Gross | $ 80,163 |
Fixed Assets (Details Textual)
Fixed Assets (Details Textual) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2018 | |
Fixed Assets (Textual) | ||
Depreciation expense | $ 3,579 | $ 179,600 |
Other Current Assets (Details)
Other Current Assets (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Value Added Tax receivable | $ 71,327 | $ 67,388 |
Prepaid expenses | 201,128 | 32,054 |
Other Receivables | 99,877 | 93 |
Other current assets | $ 372,332 | $ 99,535 |
Other Current Assets (Details T
Other Current Assets (Details Textual) | Sep. 30, 2019USD ($) |
Other Current Assets (Textual) | |
Prepaid expenses | $ 33,042 |
Purchase of raw materials | $ 22,940 |
Accrued Expenses & Other Cont_3
Accrued Expenses & Other Contingent Liabilities (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Payables and Accruals [Abstract] | ||
Taxes payable | $ 42,087 | $ 352,423 |
Invoices to be received | 3,972 | |
Holiday Allowance Payable | 12,727 | 24,642 |
Other accrued expenses & other contingent liabilities | 5,212 | 202,124 |
Total | $ 60,026 | $ 583,161 |
Related Party Other Liabiliti_3
Related Party Other Liabilities (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Loans from other related parties | $ 2,638,207 | $ 2,032,705 |
NL Life Sciences B.V. [Member] | ||
Loans from other related parties | 2,060,389 | 563,118 |
STB Family Offices SARL [Member] | ||
Loans from other related parties | 227,323 | 200,234 |
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 | |
AMC [Member] | ||
Loans from other related parties | 78,226 | 325,382 |
Management & Board Fees [Member] | ||
Loans from other related parties | 272,269 | 142,154 |
Yoomoo Limited [Member] | ||
Loans from other related parties | $ 98,014 |
Related Party Other Liabiliti_4
Related Party Other Liabilities (Details Textual) - USD ($) | 9 Months Ended | |
Sep. 30, 2019 | Jun. 30, 2018 | |
NL Life Sciences B.V. [Member] | STB Family Offices [Member] | ||
Related Party Other Liabilities (Textual) | ||
Total purchases relating to goods sold | $ 60,542 | $ 1,069,888 |
Related Party Other Notes (Deta
Related Party Other Notes (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Related party other notes | $ 1,072,849 | |
Efficiency Life Fund [Member] | ||
Related party other notes | 400,750 | |
TriDutch Holding B.V. [Member] | ||
Related party other notes | $ 672,099 |
Related Party Other Notes (De_2
Related Party Other Notes (Details Textual) | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Related Party Other Notes (Textual) | |
Foreign exchange translation differences | $ 271 |
Convertible Note Payable (Detai
Convertible Note Payable (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Convertible note payable | $ 581,235 | $ 1,600,710 |
Convertible loan 1 [Member] | ||
Convertible note payable | 629,750 | |
Convertible loan 2 [Member] | ||
Convertible note payable | 970,960 | |
Convertible loan 3 [Member] | ||
Convertible note payable | $ 581,235 |
Convertible Note Payable (Det_2
Convertible Note Payable (Details Textual) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Jul. 31, 2019USD ($) | May 31, 2019shares | Apr. 30, 2019shares | Oct. 20, 2017USD ($) | Oct. 20, 2017EUR (€) | Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2018EUR (€) | Feb. 18, 2019USD ($) | Feb. 18, 2019EUR (€) | Dec. 31, 2018EUR (€) | |
Convertible Note Payable (Textual) | ||||||||||||
Convertible interest rate | 11.00% | |||||||||||
Amount of advanced to loan agreement | $ 2,499,250 | |||||||||||
Conversion of common stock shares | shares | ||||||||||||
Converted to common stock value | $ 629,750 | |||||||||||
Translation difference | $ 20,320 | |||||||||||
Loan 2 [Member] | ||||||||||||
Convertible Note Payable (Textual) | ||||||||||||
Convertible interest rate | 5.00% | 5.00% | ||||||||||
Convertible maturity date | Feb. 28, 2018 | Feb. 28, 2018 | ||||||||||
Amount of advanced to loan agreement | $ 929,692 | |||||||||||
Loan 2 [Member] | EUR [Member] | ||||||||||||
Convertible Note Payable (Textual) | ||||||||||||
Amount of advanced to loan agreement | € | € 800,000 | |||||||||||
Convertible loan 3 [Member] | ||||||||||||
Convertible Note Payable (Textual) | ||||||||||||
Principle amount | $ 560,915 | |||||||||||
Convertible loan 3 [Member] | Three tranches [Member] | ||||||||||||
Convertible Note Payable (Textual) | ||||||||||||
Principle amount | $ 560,915 | |||||||||||
Convertible loan 3 [Member] | EUR [Member] | Three tranches [Member] | ||||||||||||
Convertible Note Payable (Textual) | ||||||||||||
Principle amount | € | € 500,000 | |||||||||||
Loan 1 [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 | ||||||||||
Loan 1 [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 ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Related Party Convertible Note Payable [Abstract] | ||
Convertible loan Efficiency Life Fund | $ 2,984,217 | $ 11,671,743 |
Related Party Convertible Not_4
Related Party Convertible Note Payable (Details Textual) - USD ($) | 1 Months Ended | |
Jul. 31, 2019 | Jun. 26, 2019 | |
Related Party Convertible Note Payable (Textual) | ||
Converted into series C preferred stock | $ 629,750 | |
Series C Preferred Stock [Member] | ||
Related Party Convertible Note Payable (Textual) | ||
Converted into series C preferred stock | $ 8,830,140 | |
Conversion price of convertible notes payable | 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. There is a currently a translation difference of $15,7823 due to foreign exchange rate differences. |
Options & Warrants (Details)
Options & Warrants (Details) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Shares | ||
Outstanding at beginning of period | 39,000,000 | |
Granted | 39,000,000 | |
Exercised | ||
Expired | ||
Outstanding at end of period | 39,000,000 | 39,000,000 |
Weighted Average Exercise Price | ||
Outstanding at beginning of period | $ 0.074 | |
Granted | (0.012) | 0.074 |
Exercised | ||
Expired | ||
Outstanding at end of period | $ 0.062 | $ 0.074 |
Options & Warrants (Details 1)
Options & Warrants (Details 1) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Shares | ||
Outstanding at beginning of period | ||
Vested | 10,679,584 | |
Unvested | 10,978,954 | |
Exercised | ||
Expired | ||
Outstanding at end of period | 21,658,538 | |
Weighted Average Fair Value | ||
Outstanding at beginning of period | ||
Vested | 0.071 | |
Unvested | 0.071 | |
Exercised | ||
Expired | ||
Outstanding at end of period | $ 0.071 |
Options & Warrants (Details Tex
Options & Warrants (Details Textual) - $ / shares | Nov. 13, 2018 | Aug. 31, 2019 | Jan. 16, 2019 | Aug. 31, 2018 | Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Options & Warrants (Textual) | |||||||
Stock option, description | The fair value of all stock options outstanding at 30 September, 2019 is $1,451,141 at a weighted average fair value of $0.071 per option. | ||||||
Weighted average fair value | $ 0.071 | ||||||
Issued and outstanding warrant | The Company and Alpha agree that the currently issued and outstanding warrant held by Alpha for the purchase of up to 33,000,000 will be reissued so that 16,500,000 of the shares thereunder may be purchased at the per share exercise price of $0.0304 and 16,500,000 of the shares may be purchased at the per share exercise price of $.06 (the original exercise price). | ||||||
Stock Option [Member] | Mr. Anthony Joel Bay [Member] | |||||||
Options & Warrants (Textual) | |||||||
Stock option, description | Through La Bay Ventures Inc., will be issued a six-year option to purchase an aggregate of 7,319,321 shares of common stock of the Company. The option granted by the Company provides for equal quarterly vesting of the shares commencing March 31, 2019, over three years ending December 31, 2021, with the right to exercise vested shares at $.030303 per share at any time until March 31, 2025, the sixth-year anniversary. | ||||||
Stock Option [Member] | Mr. Rudolf Derk Huisman [Member] | |||||||
Options & Warrants (Textual) | |||||||
Stock option, description | Through Pas Beheer B.V., will be issued a six-year option to purchase an aggregate of 7,319,321 shares of common stock of the Company. The option granted by the Company provides for equal quarterly vesting of the shares commencing March 31, 2019, over three years ending December 31, 2021, with the right to exercise vested shares at $.030303 per share at any time until March 31, 2025, the sixth-year anniversary. | ||||||
Stock Option [Member] | Ms. Ellen Berkers [Member] | |||||||
Options & Warrants (Textual) | |||||||
Stock option, description | Through Montrose Executive Management, will be issued an aggregate of 5,800,000 share of options to purchase common stock of the Company as part of her termination arrangement dated May 30, 2019. The option granted by the Company provides for the right to exercise the shares at $.030303 per share at any time from April 1, 2022 until March 31, 2025. | ||||||
Stock Option [Member] | Mr. Robert A. Paladino [Member] | |||||||
Options & Warrants (Textual) | |||||||
Stock option, description | Through Cavalier Aire LLC., was supposed to be issued a six-year option to purchase an aggregate of 7,319,321 shares of common stock of NTRU. The option granted by the Company provided for equal quarterly vesting of the shares commencing March 31, 2019, over three years ending December 31, 2021, with the right to exercise vested shares at $.030303 per share at any time until March 31, 2025, the sixth-year anniversary. | ||||||
Warrant [Member] | |||||||
Options & Warrants (Textual) | |||||||
Shares of common stock | 33,000,000 | 16,500,000 | |||||
Exercise price per share | $ 0.0606060 | $ 0.0606060 | |||||
Exercisable period | 4 years | 4 years | |||||
Warrant One [Member] | |||||||
Options & Warrants (Textual) | |||||||
Shares of common stock | 6,000,000 | 16,500,000 | |||||
Exercise price per share | $ 0.15 | $ 0.0304 | |||||
Exercisable period | 4 years | 4 years | |||||
Warrant Two [Member] | |||||||
Options & Warrants (Textual) | |||||||
Shares of common stock | 6,000,000 | ||||||
Exercise price per share | $ 0.15 | ||||||
Exercisable period | 4 years |
Loss Per Share (Details)
Loss Per Share (Details) - $ / shares | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2019 | Dec. 31, 2018 | Nov. 13, 2018 | |
Loss Per Share (Textual) | ||||
Common stock shares issued | 322,230,038 | 129,049,192 | 2,023,562 | |
Common stock shares outstanding | 322,230,038 | 129,049,192 | ||
Nominal value | $ 0.001 | $ 0.001 | ||
Description of loss per share | Alpha Capital Anstalt has two outstanding warrants issued on November 13, 2018, each with 4-year terms. The first warrant has an exercise price of $0.060606 for 36,000,000 shares and the second warrant is exercisable for 6,000,000 shares at a $0.15 exercise price. The Company has reserved 16,240,000 shares of Common Stock for management incentive awards. | |||
Preferred Class A [Member] | ||||
Loss Per Share (Textual) | ||||
Preferred stock, shares issued | 2,397.131 | 2,469.131 | 2,469,131 | |
Preferred stock, shares outstanding | 2,397.131 | 2,469.131 |
Discontinued Operations and A_3
Discontinued Operations and Assets/Liabilities Held For Disposal (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Current assets | ||
Cash and cash equivalents | ||
Related party receivable | 201,907 | |
Accounts receivable | 124,016 | |
Inventories | ||
Other current assets | 51,705 | |
Total current assets | 2,000 | 377,628 |
Fixed Assets | ||
Tangible fixed assets | 27,547 | |
Financial Fixed Assets | 23,618 | |
Total fixed assets | 51,165 | |
TOTAL ASSETS | 428,793 | |
Short term debt | ||
Accounts Payable | 39,333 | 643,616 |
Accrued expenses & other contingent liabilities | 65,000 | 243,510 |
Total short-term debt | $ 104,333 | $ 887,126 |
Discontinued Operations and A_4
Discontinued Operations and Assets/Liabilities Held For Disposal (Details 1) - USD ($) | 3 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | ||
Discontinued Operations and Disposal Groups [Abstract] | |||
REVENUE | |||
COST OF GOODS SOLD | |||
GROSS MARGIN | |||
OPERATING EXPENSES | |||
Wages & Salaries | |||
Selling, General & Administrative | [1] | (63,310) | 119,136 |
Amortization & depreciation | |||
Total operating expenses | (63,310) | 119,136 | |
PROFIT/(LOSS) FROM OPERATIONS | 63,310 | (119,136) | |
Interest expense | |||
PROFIT/(LOSS) FROM DISCONTINUED OPERATIONS | $ 63,310 | $ (119,136) | |
[1] | The positive expense balance is due to the legal fee accrual being released due to advances in the two cases in the third quarter of 2019. |
Discontinued Operations and A_5
Discontinued Operations and Assets/Liabilities Held For Disposal (Details Textual) - USD ($) | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 25, 2019 | Nov. 13, 2018 | |
Discontinued Operations And Assets/Liabilities Held For Disposal (Textual) | |||
Issuance of preferred stock shares | 112,568.669 | 200,000,000 | 115,760,000 |
Preferred shares value | $ 3,843,851 | ||
Conversion of common stock shares | 6,754,575 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Oct. 16, 2019 | Oct. 02, 2019 | Oct. 01, 2019 | Oct. 26, 2019 | Sep. 30, 2019 | Sep. 25, 2019 | Dec. 31, 2018 | Nov. 13, 2018 | Dec. 31, 2017 |
Subsequent Events (Textual) | |||||||||
Shares of issued | 112,568.669 | 200,000,000 | 115,760,000 | ||||||
Warrants to purchase an aggregate shares | 39,000,000 | 39,000,000 | |||||||
Subsequent Event [Member] | |||||||||
Subsequent Events (Textual) | |||||||||
Shares acquired | 130,949,703 | ||||||||
Aggregate purchase price | $ 3,980,864 | ||||||||
Securities purchase agreements, description | The Company also sold warrants to purchase an aggregate of 130,949,703 additional shares of common stock from time to time. | ||||||||
Newly issued restricted shares | 235,873,452 | ||||||||
Acquire shares of exchange percentage | 24.00% | ||||||||
Convertible note, description | The principle amount of $1,000,000 with the right, but not the obligation to convert the outstanding loan amounts into shares in the capital of Natur International Corp for a term from October 2, 2019, till the maturity date of April 1, 2020, at an interest rate equivalent to 20% per annum. The conversion price of the shares is $0.038 per unit of common stock. | ||||||||
Lease payment, description | The new location, has a lease for approximately 5,834 square feet, at an annual rent of $285,471 (€259,286), for a term of five years. | ||||||||
Preferred Class D [Member] | Subsequent Event [Member] | |||||||||
Subsequent Events (Textual) | |||||||||
Shares acquired | 15,789.473 | ||||||||
Warrants to purchase an aggregate shares | 130,949,703 | ||||||||
Preferred Class E [Member] | Subsequent Event [Member] | |||||||||
Subsequent Events (Textual) | |||||||||
Shares acquired | 56,423.386 | ||||||||
Warrants to purchase an aggregate shares | 130,949,703 | ||||||||
Preferred Class G [Member] | Subsequent Event [Member] | |||||||||
Subsequent Events (Textual) | |||||||||
Shares acquired | 58,736.843 | ||||||||
Warrants to purchase an aggregate shares | 130,949,703 | ||||||||
Preferred Class F [Member] | Subsequent Event [Member] | |||||||||
Subsequent Events (Textual) | |||||||||
Debt instrument, interest rate terms, description | The Series F Stock does not have any dividend rights, a liquidation preference per share of $30.40, payable after satisfaction of the liquidation preference of prior issued, outstanding preferred stock of the Company, the right to vote with the common stock on an as converted basis, and optional conversion rights. The Series F Stock also has the right to vote as a separate class as provided by law. It is mandatorily convertible if at any time (a) the closing price of the Company's common stock on the trading market for the common stock exceeds $0.0608 (such dollar amount subject to appropriate adjustment in the event of an adjustment of the conversion ratio of the Series F Preferred Stock) and (b) the dollar value of the common stock traded on the Eligible Market (as defined) exceeds $200,000, provided that at such time there is a sufficient amount of authorized but unissued Common Stock available to be issued upon conversion in full of all the shares of Series F Preferred Stock. | ||||||||
Securities purchase agreements, description | the Company filed a Certificate of Amendment to its Certificate of Incorporation to create 49,342.105 shares of Series F Preferred Stock ("Series F Preferred Stock"). |
Recapitalization (Details)
Recapitalization (Details) - USD ($) | Nov. 13, 2018 | Sep. 30, 2019 | Dec. 31, 2018 |
Recapitalization (Textual) | |||
Common stock, shares issued | 2,023,562 | 322,230,038 | 129,049,192 |
Description of convert at a ratio | The shares of Series A Preferred Stock will convert at a ratio of 1 share to 33,000 common shares. | ||
Post merger, description | The historical number of common shares of Nature Holding B.V. presented in our financial statements were converted to post-acquisition shares on a 1 to 112 basis. | ||
Preferred Class A [Member] | |||
Recapitalization (Textual) | |||
Preferred stock, shares issued | 2,469,131 | 2,397.131 | 2,469.131 |
Capital investment | $ 2,000,000 | ||
Debt forgiveness | $ 469,131 | ||
Preferred Class B [Member] | |||
Recapitalization (Textual) | |||
Preferred stock, shares issued | 100,000 | 100,000 | |
Description of convert at a ratio | These shares convert at a ratio of 1 share to 1,000 common shares. | ||
Natur Shareholders [Member] | |||
Recapitalization (Textual) | |||
Common stock, shares issued | 115,759,999 |
Stockholders' Deficit (Details)
Stockholders' Deficit (Details) - USD ($) | Nov. 13, 2018 | Jun. 26, 2019 | Mar. 19, 2019 | Sep. 21, 2018 | Sep. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2018 |
Stockholders' Deficit (Textual) | ||||||||
Common stock shares issued | 2,023,562 | 322,230,038 | 322,230,038 | 129,049,192 | ||||
Common stock shares outstanding | 322,230,038 | 322,230,038 | 129,049,192 | |||||
Series A Preferred Stock, conversion description | 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 per common share 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. | |||||||
Shares of Class C preferred stock | 78,832,399 | |||||||
Preferred stock class, description | Series Preferred Stock D: 15,789.473 preferred shares, conversion to common shares at a ratio of 1:1,000. price per share of $31.70, no voting rights and a warrant reflecting the right to buy 20,000,000 shares at an exercise price of $0.06 · Series Preferred Stock E: 56,443.551 preferred shares, conversion to common shares at a ratio of 1:1,000, price per share of $30,40, no voting rights and a warrant reflecting the right to buy 56,443,551 shares at an exercise price of $0.0304 · Series Preferred Stock F: 49,342.105 preferred shares, conversion to common shares at a ratio of 1:1,000, price per share $0.0304, registration rights, and warrant reflecting the right to buy 740,130,158 shares at an exercise price of $0.0304. · Series Preferred Stock G: 46,947.368 preferred shares, conversion to common shares at a ratio of 1:1,000, price per share of $0.038, registration rights and a warrant reflecting the right to buy 46,947,368 shares at an exercise price of $0.076. | |||||||
Conversion of shares value | $ 0 | |||||||
Alpha Capital Anstalt [Member] | ||||||||
Stockholders' Deficit (Textual) | ||||||||
Description of shares of non-voting convertible series | Parent Company 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 33,000 shares of Common Stock, based on a per common share conversion 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 another 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 warrant for 33,333,000 shares of common stock was $2,000,000 in cash and conversion of $469,131 of outstanding debt. The other warrant was issued for conversion of outstanding interest due Alpha under a prior loan agreement to Future Healthcare of America. Prior to the acquisition of Natur Holding, B.V., Alpha also had cancelled approximately $651,000 of debt principle and interest due from the Company. | |||||||
Description debt principle | Transactions eliminated $1,420,000 of debt principle and interest of the 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, which has not yet been paid. | |||||||
Parent Company [Member] | ||||||||
Stockholders' Deficit (Textual) | ||||||||
Description of common stock | In connection with the Share Exchange Transaction, the Company issued the equivalent of 215,759,999 shares of the Common Stock to the former shareholders of Nature Holding B.V., 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 converted automatically into the Common Stock on June 26, 2019, when the Company increased its authorized capital in a sufficient amount to permit the conversion of the Series B Preferred Stock. | |||||||
Preferred Stock [Member] | ||||||||
Stockholders' Deficit (Textual) | ||||||||
Conversion shares of common stock | 130,949,703 | |||||||
Securities Purchase Agreements [Member] | ||||||||
Stockholders' Deficit (Textual) | ||||||||
Substantial fund-Raising | $ 3,843,851 | $ 3,843,851 | ||||||
Warrant [Member] | ||||||||
Stockholders' Deficit (Textual) | ||||||||
Conversion shares of common stock | 135,160,230 | |||||||
Convertible loan 1 [Member] | ||||||||
Stockholders' Deficit (Textual) | ||||||||
Conversion of shares value | $ 6,114,790 | |||||||
Conversion shares of common stock | 149,516,865 | |||||||
Convertible Debt [Member] | ||||||||
Stockholders' Deficit (Textual) | ||||||||
Aggregate percentage | 10.00% | 10.00% | ||||||
Conversion of shares value | $ 636,315 | |||||||
Conversion shares of common stock | 11,632,445 |
Business Combination (Details)
Business Combination (Details) | Jul. 24, 2019USD ($) |
Assets acquired | |
Cash and cash equivalents | $ 40,374 |
Accounts receivable | 110,727 |
Inventories | 478,087 |
Other current assets | 8,500 |
Total current assets acquired | 637,688 |
Fixed Assets Acquired | |
Tangible fixed assets | 1,250 |
Financial Fixed Assets | |
Total fixed assets acquired | 1,250 |
TOTAL ASSETS ACQUIRED | 638,938 |
Short term debt assumed | |
Accounts Payable | 440,044 |
Related Party loan payable | 115,000 |
Accrued expenses & other contingent liabilities | 2,666 |
Total short-term debt assumed | 557,710 |
Total | 81,228 |
Attributed to Non-controlling Interest | $ 38,989 |
Business Combination (Details T
Business Combination (Details Textual) | 1 Months Ended |
Jul. 25, 2019 | |
Business Combinations (Textual) | |
Purchase and recapitalization agreement, description | Under the Agreement the Company acquired 15,121,984 shares of Series A Preferred Stock (the "Series A Shares") of Temple from DRBG for a nominal amount and agreed to acquire from TQH a promissory note in the principal amount of $100,000 plus all accrued and unpaid interest. The Company caused Temple to issue to DRBG a warrant to acquire a percentage of the Temple equity ("Warrant"). The Temple board of directors will have three of the five directors appointed by the Company pursuant to the terms of the Series A Shares and the current certificate of incorporation of Temple. The Series A Shares represent approximately 52% of the equity of Temple, on a fully diluted basis. |
Warrant exercisable, description | The greater of 1,493,735 shares of common stock of Temple or 2.5% of the equity of the Temple on a fully diluted basis. |