Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Mar. 27, 2019 | Jun. 30, 2018 | |
Document and Entity Information: | |||
Entity Registrant Name | NUTRALIFE BIOSCIENCES, INC. | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2018 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001563463 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 97,315,941 | 128,667,583 | |
Entity Public Float | $ 0 | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
Document Fiscal Year Focus | 2018 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | nlbs | ||
Entity Emerging Growth Company | true | ||
Entity Small Business | true | ||
Entity Shell Company | false | ||
Entity Ex Transition period | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Current Assets: | ||
Cash and cash equivalents | $ 419,975 | $ 172,948 |
Accounts receivable, net of allowance for doubtful accounts of $31,000, in 2018 | 43,503 | |
Inventories | 291,040 | 162,194 |
Prepaid expenses | 115,003 | 332,460 |
Total current assets | 869,521 | 667,602 |
Property and Equipment: | ||
Furniture, fixtures and equipment | 910,224 | 425,005 |
Leasehold improvements | 374,934 | 154,842 |
Total property and equipment | 1,285,158 | 579,847 |
Less accumulated depreciation | (359,350) | (293,317) |
Property and equipment, net | 925,808 | 286,530 |
Other assets | 35,000 | |
Total Assets | 1,830,329 | 954,132 |
Current Liabilities: | ||
Accounts payable | 243,501 | 87,504 |
Accrued expenses | 468,838 | 206,105 |
Customer deposits | 84,686 | |
Current portion of captial leases | 3,836 | |
Convertible notes, net of unamortized discount of $280,400 | 199,600 | |
Total current liabilities | 1,000,461 | 293,609 |
Long-Term Debt: | ||
Capital lease, net of current portion | 14,614 | |
Total Liabilities | 1,015,075 | 293,609 |
Commitments and Contingencies | ||
Stockholders' Equity | ||
Preferred stock; $0.0001 par value, authorized 10,000 shares; no shares issued and outstanding | ||
Common stock; $0.0001 par value, 499,990,000 shares authorized; 97,315,941 and 81,448,561 shares issued and outstanding | 9,732 | 8,144 |
Additional paid-in capital | 35,638,980 | 33,411,300 |
Accumulated deficit | (34,808,458) | (32,758,921) |
Total stockholders' equity | 815,254 | 660,523 |
Total Liabilities and Stockholders' Equity | $ 1,830,329 | $ 954,132 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Current Assets: | ||
Net of allowance for doubtful accounts | $ 31,000 | |
Current Liabilities: | ||
Net of unamortized discount | $ 280,400 | |
Stockholders' Equity | ||
Preferred Stock, Par Value | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 10,000 | 10,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Stock, Par Value | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 499,990,000 | 499,990,000 |
Common Stock, Shares Issued | 97,315,941 | 81,448,561 |
Common Stock, Shares Outstanding | 97,315,941 | 81,448,561 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Statement [Abstract] | ||
Sales | $ 3,711,327 | $ 1,790,168 |
Cost of sales | 2,211,039 | 1,055,042 |
Gross Profit | 1,500,288 | 735,126 |
OPERATING EXPENSES | ||
Advertising and promotion | 265,568 | 81,180 |
Noncash compensation | 1,070,050 | 19,183,422 |
General and administrative | 2,070,714 | 1,760,148 |
Total operating expenses | 3,406,332 | 21,024,750 |
LOSS FROM OPERATIONS | (1,906,044) | (20,289,624) |
OTHER INCOME (EXPENSE) | ||
Other (expense) income | (16,739) | 1,951 |
Gain on debt extinguishment | 717 | |
Loss on stock settlement of accounts payable | (18,004) | |
Finance costs | (130,763) | |
Interest expense | (2,987) | (3,342,161) |
Total other income (expense) | (168,493) | (3,339,493) |
Net loss before income taxes | (2,074,537) | (23,629,117) |
Income tax expense | ||
NET LOSS | $ (2,074,537) | $ (23,629,117) |
Net loss per weighted average common share - basic and diluted | $ (0.02) | $ (0.33) |
Number of weighted average common shares outstanding - basic and diluted | 87,323,469 | 71,820,863 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) | Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Beginning Balance, Shares at Dec. 31, 2016 | 1,000 | 45,890,912 | |||
Beginning Balance, Amount at Dec. 31, 2016 | $ 4,589 | $ 7,024,608 | $ (9,129,804) | $ (2,100,607) | |
Shares issued for cash, Shares | 9,707,285 | ||||
Shares issued for cash, Amount | $ 971 | 1,323,529 | 1,324,500 | ||
Shares issued upon exercise of options, Shares | 275,000 | ||||
Shares issued upon exercise of options, Amount | $ 27 | 54,973 | 55,000 | ||
Shares issued for debt conversion, Shares | 10,129,942 | ||||
Shares issued for debt conversion, Amount | $ 1,013 | 5,613,858 | 5,614,871 | ||
Shares issued for prepaid services, Shares | 1,250,000 | ||||
Shares issued for prepaid services, Amount | $ 125 | 363,875 | 364,000 | ||
Shares issued for services, Shares | 14,195,422 | ||||
Shares issued for services, Amount | $ 1,419 | 19,030,458 | 19,031,877 | ||
Net loss | (23,629,117) | (23,629,117) | |||
Ending Balance, Shares at Dec. 31, 2017 | 1,000 | 81,448,561 | |||
Ending Balance, Amount at Dec. 31, 2017 | $ 8,144 | 33,411,301 | (32,758,921) | 660,523 | |
Shares issued for cash, Shares | 7,024,704 | ||||
Shares issued for cash, Amount | $ 703 | 617,629 | 618,332 | ||
Shares issued for services, Shares | 4,976,849 | ||||
Shares issued for services, Amount | $ 498 | 1,069,552 | 1,070,050 | ||
Shares issued to settle accounts payable, Shares | 169,159 | ||||
Shares issued to settle accounts payable, Amount | $ 17 | 49,477 | 49,494 | ||
Shares issued for equipment, Shares | 1,696,668 | ||||
Shares issued for equipment, Amount | $ 170 | 105,059 | 105,229 | ||
Shares issued in connection with convertible debt, Shares | 2,000,000 | ||||
Shares issued in connection with convertible debt, Amount | $ 200 | 190,276 | 190,476 | ||
Warrants issued in connection with convertible debt | 176,798 | 176,798 | |||
Beneficial conversion feature | 18,888 | 18,888 | |||
Net loss | (2,074,537) | (2,074,537) | |||
Ending Balance, Shares at Dec. 31, 2018 | 1,000 | 97,315,941 | |||
Ending Balance, Amount at Dec. 31, 2018 | $ 9,732 | $ 35,638,980 | $ (34,833,458) | $ 815,254 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
OPERATING ACTIVITIES: | ||
Net loss | $ (2,074,537) | $ (23,629,117) |
Adjustments to reconcile net loss to net cash used by operating activities: | ||
Stock compensation | 1,070,050 | 19,019,277 |
Depreciation | 66,033 | 78,475 |
Amortization of prepaid compensation | 327,691 | |
Amortization of debt discount | 105,763 | 531,876 |
Bad Debts | 84,183 | |
Loss on the settlement of accounts payable | 18,004 | |
Induced conversion expense | 3,116,500 | |
Changes in operating assets and liabilities: | ||
Increase in accounts receivable | (127,686) | |
(Increase) decrease in inventory | (128,846) | (67,790) |
Increase in prepaid expenses | 217,457 | 90,232 |
Increase in accounts payable | 187,487 | 68,169 |
(Decrease) Increase in accrued expenses | 262,733 | (518,387) |
Increase (Decrease) in customer deposits | 84,686 | (34,996) |
Net Used in Operating Activities | (234,673) | (1,018,070) |
INVESTING ACTIVITIES: | ||
Security deposits | (35,000) | |
Purchase of property and equipment | (581,632) | (171,115) |
Net Cash Used in Investing Activities | (616,632) | (171,115) |
FINANCING ACTIVITIES: | ||
Common shares issued for cash | 618,332 | 1,324,500 |
Options exercised for cash | 55,000 | |
Cash proceeds from debt issuance | 480,000 | |
Repayment of debt - related party | (29,500) | |
Net Cash Used in Financing Activities | 1,098,332 | 1,350,000 |
Net increase decrease in cash | 247,027 | 160,815 |
CASH, beginning of year | 172,948 | 12,133 |
CASH, end of year | 419,975 | 172,948 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||
Cash paid for interest | 2,987 | 2,043 |
Non-Cash Investing and Financing Activities: | ||
Acquisition of equipment under capital lease | 19,179 | |
Shares issued for the issuance of debt | 190,476 | |
Warrants issued for the issuance of debt | 176,798 | |
Shares issued to acquire fixed assets | 105,229 | |
Shares issued to settle accounts payable | 49,494 | |
Shares issued for the conversion of debt and accrued interest | $ 5,614,871 |
NATURE OF OPERATIONS AND CONSOL
NATURE OF OPERATIONS AND CONSOLIDATION | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Note 1 - NATURE OF OPERATIONS AND CONSOLIDATION | NutraLife BioSciences, Inc.F/K/A NutraFuels, Inc. (We, or the Company) is the producer and distributor of nutritional supplements that uses micro molecular formulae and a utilization of an oral spray to provide faster and more efficient absorption. The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Precision Analytic Testing, LLC. All material intercompany transactions have been eliminated in consolidation. In February of 2019 NutraFuels, Inc. approved an amendment to its Articles of Incorporation to change its name to Nutralife Biosciences, Inc. The name change was made effective on March 6 th BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES a) Basis of Presentation The accompanying financial statements have been prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) in the United States of America (“U.S.”) as promulgated by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and with the rules and regulations of the U.S Securities and Exchange Commission (“SEC”). b) Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. c) Cash and Equivalents Cash equivalents are highly liquid investments with an original maturity of three months or less. The Company had no cash equivalents at December 31, 2018 or 2017. d) Inventories Inventories are stated at cost utilizing the weighted average method of valuation and consist of raw materials and finished goods. As of December 31, inventory consists of the following: 2018 2017 Raw Materials $ 219,638 $ 162,195 Finished Goods 71,402 - $ 291,040 $ 162,195 e) Property and Equipment All property and equipment are recorded at cost and depreciated over their estimated useful lives, generally three, seven and twelve years, using the straight-line method. Upon sale or retirement, the cost and related accumulated depreciation are eliminated from their respective accounts, and the resulting gain or loss is included in the results of operations. Repairs and maintenance charges, which do not increase the useful lives of the assets, are charged to operations as incurred. f) Revenue Recognition The Company adopted ASU 2014-09, “Revenue from Contracts with Customers” on January 1, 2018, using the modified retrospective method, which did not have a material impact on the timing and amount of product revenues. The new revenue recognition standard prescribes a five-step model that focuses on transfer of control and entitlement to payment when determining the amount of revenue to be recognized. Under the new guidance, an entity is required to perform the following five steps: (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when (or as) the entity satisfies a performance obligation. The Company generates revenues from the sale of products. The product is invoiced and the revenue is recognized upon shipment and once transfer of risk has passed to the customer, which is the point at which the Company has satisfied its performance obligation. The Company’s revenues accounted for under ASC 606 do not require significant estimates or judgments based on the nature of the Company’s revenue. The Company’s contracts do not include multiple performance obligations or variable consideration. g) Income Taxes The Company follows the provisions of ASC 740-10, Accounting for Uncertain Income Tax Positions. When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for unrecognized tax benefits in the accompanying consolidated balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. As of December 31, 2018, the tax years 2017 and 2016 for the Company remains open for IRS audit. The Company has received no notice of audit or any notifications from the IRS for any of the open tax years. h) Net Loss Per Share Basic loss per share excludes dilution and is computed by dividing the loss attributable to stockholders by the weighted-average number of shares outstanding for the period. Diluted loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that shared in the earnings of the Company. Diluted loss per share is computed by dividing the loss available to stockholders by the weighted average number of shares outstanding for the year and dilutive potential shares outstanding unless consideration of such dilutive potential shares would result in anti-dilution. i) Financial Instruments and Fair Value Measurements FASB ASC 820 Fair Value Measurement clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. It also requires disclosure about how fair value is determined for assets and liabilities and establishes a hierarchy for which these assets and liabilities must be grouped, based on significant levels of inputs as follows: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Quoted prices in active markets for similar assets and liabilities and inputs that are observable for the asset or liability. Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The determination of where assets and liabilities fall within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The carrying value of the Company’s current financial instruments, which include cash and cash equivalents, accounts payable, accrued liabilities and indebtedness approximates their fair values because of the short-term maturities and variable rates of interest of these instruments. j) Impairment of Long-Lived Assets A long-lived asset is tested for impairment whenever events or changes in circumstances indicate that its carrying value amount may not be recoverable. An impairment loss is recognized when the carrying amount of the asset exceeds the sum of the undiscounted cash flows resulting from its use and eventual disposition. The impairment loss is measured as the amount by which the carrying amount of the long-lived assets exceeds its fair value. There were no impairments recognized during the years ended December 31, 2018 and 2017. k) Related Party Transactions All transactions with related parties are in the normal course of operations and are measured at the exchange amount. l) Recent Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases, which, for operating leases, requires a lessee to recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments, in its balance sheet. The standard also requires a lessee to recognize a single lease cost, calculated so that the cost of the lease is allocated over the lease term, on a generally straight-line basis. The ASU is effective for public companies for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. The adoption of ASU 2016-02 is expected to result in the recognition of right of use assets and associated obligations on our balance sheet. |
LIQUIDITY AND GOING CONCERN CON
LIQUIDITY AND GOING CONCERN CONSIDERATIONS | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Note 2 - LIQUIDITY AND GOING CONCERN CONSIDERATIONS | Our financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. We sustained a net loss of approximately $2.0 and $23.6 million for the years ended December 31, 2018 and 2017, respectively, and have an accumulated deficit of approximately $34.8 million at December 31, 2018. These conditions raise substantial doubt about our ability to continue as a going concern. The independent auditors’ report on our financial statements for the years ended December 31, 2018 and 2017 contain explanatory paragraphs expressing substantial doubt as to our ability to continue as a going concern. Failure to successfully continue to grow operational revenues could harm our profitability and adversely affect our financial condition and results of operations. We face all of the risks inherent in a new business, including the need for significant additional capital, management’s potential underestimation of initial and ongoing costs, and potential delays and other problems in connection with establishing sales channels. We are continuing our plan to further grow and expand operations and seek sources of capital to pay our contractual obligations as they come due. Management believes that its current operating strategy will provide the opportunity for us to continue as a going concern as long as we are able to obtain additional financing; however, there is no assurance this will occur. The accompanying consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern. |
CONVERTIBLE DEBT
CONVERTIBLE DEBT | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Note 3 - CONVERTIBLE DEBT | In January 2017, the Company issued 6,762,942 shares of common stock to convert $1,561,593 of convertible debt and accrued interest. On July 31, 2018, the Company entered into a convertible promissory note facility with a third party lender for total proceeds of $2,000,000. The convertible promissory note calls for six funding installments from July 31, 2018 through January 15, 2019. The convertible promissory note bears interest at 10% and has a maturity date of July 31, 2020. In July 2018, the Company received the first installment of $250,000 of the convertible promissory note, at which time the Company issued 2,000,000 shares of common stock valued at $190,476 and 625,000 warrants to purchase common stock valued at $59,523. The convertible promissory note is convertible into shares of the Company at a price of $.40 per share. The terms of the conversion does not give rise to a beneficial conversion feature. The total debt discount from the embedded features totaled $250,000. In August 2018, the Company received the second installment of $130,000 of the convertible promissory note, at which time the Company issued 325,000 warrants to purchase common stock valued at $54,638. The convertible promissory note is convertible into shares of the Company at a value of $.40 per share. The terms of the conversion gives rise to a beneficial conversion feature resulting in a fair value of $18,888. The total debt discount from the embedded features totaled $73,525. This note was subsequently settled as further discussed in Note 10. In the fourth quarter, 2018, we entered into two short term 10% notes for $75,000 cash, which included the issuance of 2,000,000 warrants to purchase common stock. These notes were repaid in January 2019. The debt discount from the embedded features totaled $62,638. In the fourth quarter, 2018, we entered a short term 10% promissory note for $25,000 due in December of 2018. The note provided for a stock grant of 50,000 shares and is convertible at $.20 per share. The note was subsequently repaid in March 2019 with accrued interest. |
NOTES PAYABLE - RELATED PARTY
NOTES PAYABLE - RELATED PARTY | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Note 4 - NOTES PAYABLE - RELATED PARTY | In January 2017 we issued 3,367,000 shares of common stock to convert $841,750 of debt and accrued interest to a related party. During the first quarter of 2017, we paid $5,850 in cash to a related party in a settlement of a short-term non-interest-bearing advance. |
STOCKHOLDERS EQUITY
STOCKHOLDERS EQUITY | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Note 5 - STOCKHOLDERS EQUITY | Stock Activity At December 31, 2018 and December 31, 2017, the Company has 499,990,000 shares of $0.0001 par value common stock authorized and 97,316,241 and 81,448,561 issued and outstanding, respectively. On January 13, 2017 we entered into an employment agreement with our President which includes an anti-dilution provision which requires us to maintain his share ownership in our Company at 30%, reduced by any shares he sells. These shares are required to be issued on January 2 of each year. On February 13, 2017 we issued 7,220,585 shares associated with the anti-dilution rights, which were valued at $10,453,315. In November 2017, we issued 6,674,837 shares associated with the anti- dilution rights, which were valued at $8,464,463. This employment agreement was amended on October 10, 2017, to remove the anti-dilution provision. In the first quarter 2017 we issued 6,762,942 shares of common stock to convert $1,561,593 of convertible debt and accrued interest and 3,367,000 shares of common stock to convert $841,750 of debt and accrued interest to a related party. In February 2017 we issued 25,000 shares of common stock in exchange for $5,000 in cash for the exercise of options. During the first quarter 2017 we issued 6,957,285 shares of common stock and 6,957,285 warrants to purchase our common stock in exchange for $774,500 in cash. During the second quarter 2017 we issued 1,850,000 shares of common stock and 1,850,000 warrants to purchase our common stock in exchange for $370,000 in cash. During the second quarter 2017 we issued 250,000 shares of common stock in exchange for $50,000 in cash for an option exercise. During the third quarter 2017 we issued 900,000 shares of common stock in exchange for $180,000 in cash. Stock issued for cash: In August 2018, the Company issued 260,000 shares of common stock in exchange for $43,332 in cash. In December 2018 the Company issued 5,294,117 shares of common stock and 5,294,117 warrants to purchase common stock in exchange for $450,000 in cash. In December 2018 the Company issued 294,117 shares of common stock in exchange for 25,000 in cash. In December 2018 the Company issued 1,176,470 shares of common stock in exchange for $100,000 in cash. Stock issued for services: In January 2018, the Company issued 900,000 shares of common stock valued at $203,351 for services. In January 2018, the Company issued 100,000 shares of common stock valued at $47,618 for past services. In February 2018, the Company issued 500,000 shares of common stock valued at $140,000 for services. In April 2018, the Company issued 449,300 shares of common stock valued at $100,218 for current and on-going services In June 2018, the Company issued 1,200,000 shares of common stock valued at $240,000 for services. In July 2018, the Company issued 437,500 shares of common stock valued at $70,000 for services. In September 2018, the Company issued 602,549 shares of common stock valued at $124,238 for services. In October 2018 the Company issued 537,500 shares of common stock valued at $102,125 for services. In December 2018 the Company issued 250,000 shares of common stock valued at $42,500 in exchange for services. Stock issued to settle accounts payable: In February 2018, the Company issued 169,159 shares of common stock valued at $49,494 to settle accounts payable of $31,490. The Company recorded a loss on settlement of $18,004 in connection with this settlement. Stock issued for debt issuances: In July 2018, the Company issued 2,000,000 shares of common stock and 625,000 warrants to purchase common stock in exchange for a $250,000 convertible note payable (see Note 3). In August 2018 the Company issued 325,000 warrants to purchase common stock in exchange for a $130,000 convertible note payable (see Note 3). In October 2018 the Company issued 2,000,000 warrants to purchase common stock in exchange for $62,638 convertible notes payable (see Note 3). Stock issued for equipment: In February 2018, the Company issued 2,000,000 shares of common stock valued at $569,200 for the acquisition of production equipment. The holder returned the 2,000,000 shares to the Company for cancellation on November 1, 2018 pursuant to a settlement agreement dated September 7, 2018. In December 2018 the Company issued 1,696,968 shares of common stock valued at $105,229 in exchange for production equipment from a unrelated third party. |
EQUITY WARRANTS
EQUITY WARRANTS | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Note 6 - EQUITY WARRANTS | At December 31, our warrants outstanding are as follows: By Exercise Price: 2018 2017 Warrants - $0.20 2,950,000 - Warrants - $0.35 7,144,117 1,850,000 Warrants - $0.50 7,877,000 14,342,000 Warrants - $0.75 114,286 114,286 Warrants - $1.00 124,999 124,999 Total outstanding 18,210,402 16,431,285 Warrants Balance, December 31, 2017 8,142,000 Warrants Issued 9,707,285 Warrants Exercised (275,000 ) Warrants Expired (1,143,000 ) Balance, December 31, 2017 16,431,285 Warrants Issued 8,244,117 Warrants Exercised - Warrants Expired (6,465,000 ) Balance, December 31, 2018 18,210,402 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Note 7 - INCOME TAXES | We recognize deferred tax assets and liabilities for the tax effects of differences between the financial statements and tax basis of assets and liabilities. A valuation allowance is established to reduce the deferred tax assets if it is more likely than not that a deferred tax asset will not be realized. The components of income tax provision (benefit) related to continuing operations are as follows at December 31, 2018 and 2017: 2018 2017 Current - - Deferred - - Total tax provision - - The following is a reconciliation of the effective income tax rate with the statutory income tax rate at December 31, 2018 and 2017: 2018 2017 U.S. Federal statutory income tax rate (21.0 %) (21.0 %) State income tax, net of federal benefit (1.9 %) (1.9 %) Temporary differences, net 0.0 % 0.0 % Valuation allowance 22.9 % 22.9 % Effective tax rate 0.0 % 0.0 % The net deferred tax assets and liabilities included in the financial statements consist of the following amounts at December 31, 2018 and 2017: Deferred tax assets 2018 2017 Net operating loss carry forwards $ 8,985,000 $ 8,577,388 Other: Less: valuation allowance (8,985,000 ) (8,577,388 ) Total 0 0 Deferred tax liabilities Stock based compensation - Depreciation - Net deferred tax asset $ - The change in valuation allowance was $407,612 and $6,119,517 for the years ended December 31, 2018 and 2017, respectively. We recorded a 100% valuation allowance related to the deferred tax asset for the loss from operations. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the period in which temporary differences become deductible. In accordance with the provisions of ASC 740: Income Taxes, we record a liability for uncertain tax positions when it is probable that a loss has been incurred and the amount can be reasonably estimated. At December 31, 2018 and 2017, we have no liabilities for uncertain tax positions. We continually evaluate expiring statutes of limitations, audits, proposed settlements, changes in tax law and new authoritative rulings. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Note 8 - COMMITMENTS AND CONTINGENCIES | a) Operating Lease We lease our office and warehouse facilities under an operating lease in Coconut Creek, Florida. The lease expired in February 2019. The minimum monthly lease payments required for the remaining term of the lease are $7,360. Currently, the Company is leasing the facility on a month-to-month basis. In June 2017 we entered into a new lease for a new additional facility located in Deerfield Beach, Florida. This lease commenced on January 1, 2018 and expires on March 1, 2025. The minimum monthly lease payments required begin at $13,220. b) Capital Lease In August 2018, the Company entered into a non-cancelable lease agreement for warehouse equipment. The lease calls for 60 payments of $320 and expires in August of 2023. The lease agreement is collateralized the respective equipment. The following is a schedule of future minimum lease payments under all leases as of December 31, 2018: Year ended December 31, Operating Lease Capital Lease 2019 $ 173,000 $ 3,800 2020 168,000 3,800 2021 173,000 3,800 2022 179,000 3,800 2023 184,000 2,800 Thereafter 222,000 - 18,000 Less: amount representing interest (2,000 ) Total $ 1,099,000 $ 16,000 Rent expense for the years ended December 31, 2018 and 2017 was $256,000 and $77,700 respectively. c) Contractual Obligations In November 2017, we entered into a six-month agreement with Lyons Capital, LLC to provide introductions to broker/dealers, private funds, Investment bankers, potential Board of Directors members, stock research firms, market makers and business development opportunities. Lyons is to receive 1,000,000 shares of common stock, half upon signing the agreement and half three months later. These shares were valued at $191,600, or $0.1916 per share, the quoted market price on the agreement date. This amount was recorded in prepaid expenses and is being amortized over the term of the agreement, of which approximately $37,000 was amortized in 2017 and $150,000 in 2018. d) Other The Company is subject to asserted claims and liabilities that arise in the ordinary course of business. The Company maintains insurance policies to mitigate potential losses from these actions. In the opinion of management, the amount of the ultimate liability with respect to those actions will not materially affect the Company’s financial position or results of operations. As of December 31, 2018, the Company is not aware of any asserted claims. |
CONCENTRATIONS OF CREDIT RISK
CONCENTRATIONS OF CREDIT RISK | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Note 9 - CONCENTRATIONS OF CREDIT RISK | a) Cash The Company maintains its cash in bank deposit accounts, which may, at times, may exceed federally insured limits. The Company had cash balances in excess of FDIC insured limits of $244,501 and $0 at December 31, 2018 and 2017, respectively. b) Revenue Our principal customers are comprised of four (4) separate independent private label resellers that represent approximately 86% of the Company’s revenue. One of these customers represent 35% of accounts receivable. Should we lose one or more of these resellers our revenue would decline significantly. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Note 10 - SUBSEQUENT EVENTS | In March, 2019 the Company reached an agreement with its third party lender in connection with their $2,000,000 2018 “Investment Agreement” whereby the Company received only two payments from this lender aggregating $380,000 during 2018. The lender was in default of this agreement and thereby settled by agreeing to fund $1,000,000 for 13,764,705 restricted shares of common stock. Additionally, the lender received a warrant to purchase an additional 10 million common shares at a price of $.20 per share or an aggregate of $2 million under the terms set forth in this agreement. The warrant expires on March 4 th th In February 2019 the Company acquired patent rights that includes the patent, intellectual property and all of the rights, title and interest in, to and under all of the assets, properties and rights of every kind and nature, that were held or for use by the seller that were used for the development, use, manufacturing, distribution or commercialization of the patent rights. The purchase price paid was $120,000 in connection with the asset purchase agreement and $10,000 in connection with the patent purchase agreement. Additionally, the asset purchase agreement provides the seller to receive 2,700,000 shares of the Company’s common stock. 1,200,000 shares were provided at closing and 1,500,000 shares will be provided one year thereafter. The patent purchase agreement provides for 300,000 shares of the Company’s common stock. In connection with the above referenced agreement, the Company also entered into an agreement with the seller, whereby the seller has accepted the appointment to represent the Company to sell the products related to the above patent and intellectual property and receive a commission of 20% of the net sales from this product. In 2019 the Company formed the following wholly owned subsidiaries, all are Florida Corporations: NutraDerma Technologies, Inc. PhytoChem Technologies, Inc. TransDermalRX, Inc. |
BASIS OF PRESENTATION AND SUMMA
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Basis Of Presentation And Summary Of Significant Accounting Policies | |
Basis of Presentation | The accompanying financial statements have been prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) in the United States of America (“U.S.”) as promulgated by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and with the rules and regulations of the U.S Securities and Exchange Commission (“SEC”). |
Use of Estimates | The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. |
Cash and Equivalents | Cash equivalents are highly liquid investments with an original maturity of three months or less. The Company had no cash equivalents at December 31, 2018 or 2017. |
Inventories | Inventories are stated at cost utilizing the weighted average method of valuation and consist of raw materials and finished goods. As of December 31, inventory consists of the following: 2018 2017 Raw Materials $ 219,638 $ 162,195 Finished Goods 71,402 - $ 291,040 $ 162,195 |
Property and Equipment | All property and equipment are recorded at cost and depreciated over their estimated useful lives, generally three, seven and twelve years, using the straight-line method. Upon sale or retirement, the cost and related accumulated depreciation are eliminated from their respective accounts, and the resulting gain or loss is included in the results of operations. Repairs and maintenance charges, which do not increase the useful lives of the assets, are charged to operations as incurred. |
Revenue Recognition | The Company adopted ASU 2014-09, “Revenue from Contracts with Customers” on January 1, 2018, using the modified retrospective method, which did not have a material impact on the timing and amount of product revenues. The new revenue recognition standard prescribes a five-step model that focuses on transfer of control and entitlement to payment when determining the amount of revenue to be recognized. Under the new guidance, an entity is required to perform the following five steps: (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when (or as) the entity satisfies a performance obligation. The Company generates revenues from the sale of products. The product is invoiced and the revenue is recognized upon shipment and once transfer of risk has passed to the customer, which is the point at which the Company has satisfied its performance obligation. The Company’s revenues accounted for under ASC 606 do not require significant estimates or judgments based on the nature of the Company’s revenue. The Company’s contracts do not include multiple performance obligations or variable consideration. |
Income Taxes | The Company follows the provisions of ASC 740-10, Accounting for Uncertain Income Tax Positions. When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for unrecognized tax benefits in the accompanying consolidated balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. As of December 31, 2018, the tax years 2017 and 2016 for the Company remains open for IRS audit. The Company has received no notice of audit or any notifications from the IRS for any of the open tax years. |
Net Loss Per Share | Basic loss per share excludes dilution and is computed by dividing the loss attributable to stockholders by the weighted-average number of shares outstanding for the period. Diluted loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that shared in the earnings of the Company. Diluted loss per share is computed by dividing the loss available to stockholders by the weighted average number of shares outstanding for the year and dilutive potential shares outstanding unless consideration of such dilutive potential shares would result in anti-dilution. |
Financial Instruments and Fair Value Measurements | FASB ASC 820 Fair Value Measurement clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. It also requires disclosure about how fair value is determined for assets and liabilities and establishes a hierarchy for which these assets and liabilities must be grouped, based on significant levels of inputs as follows: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Quoted prices in active markets for similar assets and liabilities and inputs that are observable for the asset or liability. Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The determination of where assets and liabilities fall within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The carrying value of the Company’s current financial instruments, which include cash and cash equivalents, accounts payable, accrued liabilities and indebtedness approximates their fair values because of the short-term maturities and variable rates of interest of these instruments. |
Impairment of Long lived Assets | A long-lived asset is tested for impairment whenever events or changes in circumstances indicate that its carrying value amount may not be recoverable. An impairment loss is recognized when the carrying amount of the asset exceeds the sum of the undiscounted cash flows resulting from its use and eventual disposition. The impairment loss is measured as the amount by which the carrying amount of the long-lived assets exceeds its fair value. There were no impairments recognized during the years ended December 31, 2018 and 2017. |
Related Party Transactions | All transactions with related parties are in the normal course of operations and are measured at the exchange amount. |
Recent Accounting Pronouncements | In February 2016, the FASB issued ASU 2016-02, Leases, which, for operating leases, requires a lessee to recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments, in its balance sheet. The standard also requires a lessee to recognize a single lease cost, calculated so that the cost of the lease is allocated over the lease term, on a generally straight-line basis. The ASU is effective for public companies for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. The adoption of ASU 2016-02 is expected to result in the recognition of right of use assets and associated obligations on our balance sheet. |
NATURE OF OPERATIONS AND CONS_2
NATURE OF OPERATIONS AND CONSOLIDATION (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Nature Of Operations And Consolidation | |
Schedule of inventories raw materials and finished goods | 2018 2017 Raw Materials $ 219,638 $ 162,195 Finished Goods 71,402 - $ 291,040 $ 162,195 |
EQUITY WARRANTS (Tables)
EQUITY WARRANTS (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Equity Warrants | |
Schedule of stockholders equity warrants outstanding | By Exercise Price: 2018 2017 Warrants - $0.20 2,950,000 - Warrants - $0.35 7,144,117 1,850,000 Warrants - $0.50 7,877,000 14,342,000 Warrants - $0.75 114,286 114,286 Warrants - $1.00 124,999 124,999 Total outstanding 18,210,402 16,431,285 Warrants Balance, December 31, 2017 8,142,000 Warrants Issued 9,707,285 Warrants Exercised (275,000 ) Warrants Expired (1,143,000 ) Balance, December 31, 2017 16,431,285 Warrants Issued 8,244,117 Warrants Exercised - Warrants Expired (6,465,000 ) Balance, December 31, 2018 18,210,402 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Taxes Tables Abstract | |
Schedule of income tax provision (benefit) | 2018 2017 Current - - Deferred - - Total tax provision - - |
Schedule of effective income tax rate reconciliation | 2018 2017 U.S. Federal statutory income tax rate (21.0 %) (21.0 %) State income tax, net of federal benefit (1.9 %) (1.9 %) Temporary differences, net 0.0 % 0.0 % Valuation allowance 22.9 % 22.9 % Effective tax rate 0.0 % 0.0 % |
Schedule of deferred tax assets and liabilities | Deferred tax assets 2018 2017 Net operating loss carry forwards $ 8,985,000 $ 8,577,388 Other: Less: valuation allowance (8,985,000 ) (8,577,388 ) Total 0 0 Deferred tax liabilities Stock based compensation - Depreciation - Net deferred tax asset $ - |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments And Contingencies | |
Schedule of future minimum lease payments for capital leases | Year ended December 31, Operating Lease Capital Lease 2019 $ 173,000 $ 3,800 2020 168,000 3,800 2021 173,000 3,800 2022 179,000 3,800 2023 184,000 2,800 Thereafter 222,000 - 18,000 Less: amount representing interest (2,000 ) Total $ 1,099,000 $ 16,000 |
NATURE OF OPERATIONS AND CONS_3
NATURE OF OPERATIONS AND CONSOLIDATION (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Nature Of Operations And Consolidation Details Abstract | ||
Raw Materials | $ 219,638 | $ 162,195 |
Finished Goods | 71,402 | |
Inventories | $ 291,040 | $ 162,194 |
LIQUIDITY AND GOING CONCERN C_2
LIQUIDITY AND GOING CONCERN CONSIDERATIONS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Liquidity And Going Concern Considerations | ||
Net loss | $ (2,074,537) | $ (23,629,117) |
Accumulated deficit | $ (34,808,458) | $ (32,758,921) |
CONVERTIBLE DEBTt (Details Narr
CONVERTIBLE DEBTt (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Oct. 30, 2018 | Aug. 31, 2018 | Jul. 31, 2018 | Jan. 31, 2017 | Dec. 31, 2018 | Mar. 31, 2017 | Jun. 30, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | |
Debt conversion, converted Instrument, amount | $ 62,638 | $ 250,000 | $ 1,561,593 | ||||||
Debt conversion, converted instrument, shares issued | 6,762,942 | ||||||||
Shares issued for the issuance of debt | $ 190,476 | $ 190,476 | |||||||
Shares issued in connection with convertible debt, shares | 2,000,000 | ||||||||
Warrants granted | 2,000,000 | 625,000 | 6,957,285 | 1,850,000 | |||||
Warrants granted, value | $ 59,523 | $ 774,500 | $ 370,000 | ||||||
Convertible Promissory Notes [Member] | |||||||||
Proceeds from convertible debt | $ 2,000,000 | ||||||||
Interest rate | 10.00% | ||||||||
Maturity date | Jul. 31, 2020 | ||||||||
Debt instrument, convertible, conversion price | $ 0.40 | ||||||||
Debt discount | $ 250,000 | ||||||||
Convertible Promissory Notes [Member] | Second installment [Member] | |||||||||
Proceeds from convertible debt | $ 130,000 | ||||||||
Warrants granted | 325,000 | ||||||||
Warrants granted, value | $ 54,638 | ||||||||
Debt instrument, convertible, conversion price | $ 0.40 | ||||||||
Debt discount | $ 73,525 | ||||||||
Beneficial conversion feature | $ 18,888 | ||||||||
Convertible Promissory Notes [Member] | First installment [Member] | |||||||||
Proceeds from convertible debt | $ 250,000 | ||||||||
Short term notes [Member] | |||||||||
Interest rate | 10.00% | ||||||||
Maturity date | Dec. 31, 2018 | ||||||||
Warrants granted | 50,000 | ||||||||
Debt instrument, convertible, conversion price | $ 0.20 | $ 0.20 | |||||||
Short term debt, amount | $ 25,000 | $ 25,000 | |||||||
Two short term notes [Member] | |||||||||
Interest rate | 10.00% | ||||||||
Warrants granted | 2,000,000 | ||||||||
Debt discount | $ 62,638 | 62,638 | |||||||
Short term debt, amount | $ 75,000 | $ 75,000 |
NOTES PAYABLE - RELATED PARTY (
NOTES PAYABLE - RELATED PARTY (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | ||
Oct. 30, 2018 | Jul. 31, 2018 | Jan. 31, 2017 | Mar. 31, 2017 | |
Debt conversion, converted Instrument, amount | $ 62,638 | $ 250,000 | $ 1,561,593 | |
Debt conversion, converted instrument, shares issued | 6,762,942 | |||
Payment to related party for settlement | $ 5,850 | |||
Related Party [Member] | ||||
Debt conversion, converted Instrument, amount | $ 841,750 | |||
Debt conversion, converted instrument, shares issued | 3,367,000 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||
Dec. 31, 2018 | Oct. 30, 2018 | Sep. 30, 2018 | Aug. 31, 2018 | Jul. 31, 2018 | Jun. 30, 2018 | Apr. 30, 2018 | Feb. 28, 2018 | Jan. 31, 2018 | Feb. 28, 2017 | Jan. 31, 2017 | Mar. 31, 2017 | Jun. 30, 2017 | Sep. 30, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Nov. 01, 2018 | Nov. 30, 2017 | Feb. 13, 2017 | |
Common Stock, Par Value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||
Common Stock, Shares Authorized | 499,990,000 | 499,990,000 | 499,990,000 | ||||||||||||||||
Common Stock, Shares Issued | 97,315,941 | 25,000 | 97,315,941 | 81,448,561 | |||||||||||||||
Common Stock, Shares Outstanding | 97,315,941 | 97,315,941 | 81,448,561 | ||||||||||||||||
Common stock shares issued, amount | $ 9,732 | $ 9,732 | $ 8,144 | ||||||||||||||||
Debt conversion, converted Instrument, amount | $ 62,638 | $ 250,000 | $ 1,561,593 | ||||||||||||||||
Debt conversion, converted instrument, shares issued | 6,762,942 | ||||||||||||||||||
Proceeds from issuance of common stock | $ 43,332 | $ 5,000 | |||||||||||||||||
Common stock shares issued during the period | 260,000 | 6,957,285 | 1,850,000 | ||||||||||||||||
Warrants granted | 2,000,000 | 625,000 | 6,957,285 | 1,850,000 | |||||||||||||||
Warrants granted, amount | $ 59,523 | $ 774,500 | $ 370,000 | ||||||||||||||||
Shares issued for services, Shares | 250,000 | 537,500 | 602,549 | 437,500 | 1,200,000 | 449,300 | 500,000 | ||||||||||||
Shares issued for services, amount | $ 42,500 | $ 102,125 | $ 124,238 | $ 70,000 | $ 240,000 | $ 100,218 | $ 140,000 | 1,070,050 | 19,031,877 | ||||||||||
Shares issued to settle accounts payable, amount | $ 49,494 | 49,494 | |||||||||||||||||
Shares issued to settle accounts payable, shares | 169,159 | ||||||||||||||||||
Accounts payable settled amount | $ 31,490 | ||||||||||||||||||
Loss on the settlement of accounts payable | $ 18,004 | 18,004 | |||||||||||||||||
Shares issued in connection with convertible debt, shares | 2,000,000 | ||||||||||||||||||
Common stock issued for acquisition of production equipment, shares | 2,000,000 | ||||||||||||||||||
Common stock issued for acquisition of production equipment, amount | $ 569,200 | ||||||||||||||||||
Treasury stock, common, shares | 2,000,000 | ||||||||||||||||||
Shares issued to acquire fixed assets, shares | 1,696,968 | $ 105,229 | |||||||||||||||||
Shares issued to acquire fixed assets, amount | 105,229 | ||||||||||||||||||
President [Member] | |||||||||||||||||||
Common Stock, Shares Issued | 6,674,837 | 7,220,585 | |||||||||||||||||
Common stock shares issued, amount | $ 8,464,463 | $ 10,453,315 | |||||||||||||||||
Related Party [Member] | |||||||||||||||||||
Debt conversion, converted Instrument, amount | $ 841,750 | ||||||||||||||||||
Debt conversion, converted instrument, shares issued | 3,367,000 | ||||||||||||||||||
Stock Option [Member] | |||||||||||||||||||
Proceeds from issuance of common stock | $ 50,000 | $ 180,000 | |||||||||||||||||
Common stock shares issued during the period | 250,000 | 900,000 | |||||||||||||||||
Transaction One [Member] | |||||||||||||||||||
Proceeds from issuance of common stock | $ 450,000 | ||||||||||||||||||
Common stock shares issued during the period | 5,294,117 | ||||||||||||||||||
Warrants granted | 5,294,117 | ||||||||||||||||||
Shares issued for services, Shares | 900,000 | ||||||||||||||||||
Shares issued for services, amount | $ 203,351 | ||||||||||||||||||
Transaction Two [Member] | |||||||||||||||||||
Proceeds from issuance of common stock | $ 25,000 | ||||||||||||||||||
Common stock shares issued during the period | 294,117 | ||||||||||||||||||
Shares issued for services, Shares | 100,000 | ||||||||||||||||||
Shares issued for services, amount | $ 47,618 | ||||||||||||||||||
Transaction Three [Member] | |||||||||||||||||||
Proceeds from issuance of common stock | $ 100,000 | ||||||||||||||||||
Common stock shares issued during the period | 1,176,470 | ||||||||||||||||||
Convertible Promissory Notes [Member] | |||||||||||||||||||
Proceeds from convertible debt | $ 2,000,000 | ||||||||||||||||||
Convertible Promissory Notes [Member] | Second installment [Member] | |||||||||||||||||||
Warrants granted | 325,000 | ||||||||||||||||||
Warrants granted, amount | $ 54,638 | ||||||||||||||||||
Proceeds from convertible debt | $ 130,000 |
EQUITY WARRANTS (Details)
EQUITY WARRANTS (Details) - shares | Dec. 31, 2018 | Dec. 31, 2017 |
Warrants $0.20 | ||
Warrants outstanding | 2,950,000 | |
Warrants $0.35 | ||
Warrants outstanding | 7,144,117 | 1,850,000 |
Warrants $0.50 | ||
Warrants outstanding | 7,877,000 | 14,342,000 |
Warrants $0.75 | ||
Warrants outstanding | 114,286 | 114,286 |
Warrants $1.00 | ||
Warrants outstanding | 124,999 | 124,999 |
Total Outstanding | ||
Warrants outstanding | 18,210,402 | 16,431,285 |
EQUITY WARRANTS (Details 1)
EQUITY WARRANTS (Details 1) - Warrant [Member] - shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Beginning balance | 16,431,285 | 8,142,000 |
Warrants Issued | 8,244,117 | 9,707,285 |
Warrants Exercised | (275,000) | |
Warrants Expired | (6,465,000) | (1,143,000) |
Ending balance | 18,210,402 | 16,431,285 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Taxes Details Abstract | ||
Current | ||
Deferred | ||
Total tax provision |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Taxes Details 1Abstract | ||
U.S. Federal statutory income tax rate | (21.00%) | (21.00%) |
State income tax, net of federal benefit | (1.90%) | (1.90%) |
Temporary differences, net | 0.00% | 0.00% |
Valuation allowance | 22.90% | 22.90% |
Effective tax rate | 0.00% | 0.00% |
INCOME TAXES (Details 2)
INCOME TAXES (Details 2) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred tax assets | ||
Net operating loss carry forwards | $ 8,985,000 | $ 8,577,388 |
Other: | ||
Less: valuation allowance | (8,985,000) | (8,577,388) |
Total | $ 0 | 0 |
Deferred tax liabilities | ||
Stock based compensation | ||
Depreciation | ||
Net deferred tax asset |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Taxes Details Narrative Abstract | ||
Change in valuation allowance | $ 407,612 | $ 6,119,517 |
Deferred tax asset valuation allowance | 100.00% | 100.00% |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details) | Dec. 31, 2018USD ($) |
Operating leases future minimum payments due thereafter | $ 222,000 |
Capital lease future minimum lease payments due thereafter | |
Capital leases future minimum payments, net minimum payments | 18,000 |
Less: amount representing interest | (2,000) |
Capital leases, Future minimum payments, present value of net minimum payments | 16,000 |
Operating leases future minimum payments due, total | 1,099,000 |
December 31, 2019 [Member] | |
Capital lease future minimum lease payments | 3,800 |
Operating leases future minimum payments | 173,000 |
December 31, 2020 [Member] | |
Capital lease future minimum lease payments | 3,800 |
Operating leases future minimum payments | 168,000 |
December 31, 2021 [Member] | |
Capital lease future minimum lease payments | 3,800 |
Operating leases future minimum payments | 173,000 |
December 31, 2022 [Member] | |
Capital lease future minimum lease payments | 3,800 |
Operating leases future minimum payments | 179,000 |
December 31, 2023 [Member] | |
Capital lease future minimum lease payments | 2,800 |
Operating leases future minimum payments | $ 184,000 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES (Details Narrative) | 1 Months Ended | 12 Months Ended | ||||
Aug. 31, 2018USD ($)Number | Nov. 30, 2017USD ($)$ / sharesshares | Jun. 30, 2017USD ($) | Dec. 31, 2018USD ($)shares | Dec. 31, 2017USD ($)shares | Feb. 28, 2017shares | |
Rent expense | $ 256,000 | $ 77,700 | ||||
Common Stock, Shares Issued | shares | 97,315,941 | 81,448,561 | 25,000 | |||
Common stock shares, amount | $ 9,732 | $ 8,144 | ||||
Warehouse Equipment [Member] | ||||||
Lease expiration date | Aug. 30, 2023 | |||||
Capital lease payments | $ 320 | |||||
Number of lease payments | Number | 60 | |||||
Deerfield Beach, Florida [Member] | ||||||
Lease expiration date | Mar. 1, 2025 | |||||
Operating lease payments, monthly | $ 13,220 | |||||
Lease commencement date | Jan. 1, 2018 | |||||
Coconut Creek, Florida [Member] | ||||||
Lease expiration date | Feb. 28, 2019 | |||||
Operating lease payments, monthly | $ 7,360 | |||||
Lyons Capital, LLC [Member] | ||||||
Agreement terms | 6 months | |||||
Common Stock, Shares Issued | shares | 1,000,000 | |||||
Common stock shares, amount | $ 191,600 | |||||
Common stock price per share | $ / shares | $ 0.1916 | |||||
Agreement terms description | half upon signing the agreement and half three months later. | |||||
Prepaid expenses amortized | $ 150,000 | $ 37,000 |
CONCENTRATIONS OF CREDIT RISK (
CONCENTRATIONS OF CREDIT RISK (Details Narrative) | 12 Months Ended | |
Dec. 31, 2018USD ($)Number | Dec. 31, 2017USD ($) | |
Cash balances in excess of FDIC insured amount | $ | $ 244,501 | $ 0 |
Principal Customers [Member] | ||
Number of private label resellers | Number | 4 | |
Company’s revenue | 86.00% | |
One Customer [Member] | ||
Accounts receivable percentage | 35.00% |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) | 1 Months Ended | 12 Months Ended | |||
Mar. 31, 2019USD ($)Number$ / sharesshares | Dec. 31, 2018USD ($)shares | Feb. 28, 2019USD ($)shares | Dec. 31, 2017USD ($)shares | Feb. 28, 2017shares | |
Common Stock, Shares Issued | shares | 97,315,941 | 81,448,561 | 25,000 | ||
Common stock shares, amount | $ | $ 9,732 | $ 8,144 | |||
Subsequent Event [Member] | Asset Purchase Agreement [Member] | |||||
Patent purchase price paid | $ | $ 120,000 | ||||
Subsequent Event [Member] | Asset Purchase Agreement [Member] | Seller [Member] | |||||
Common Stock, Shares Issued | shares | 2,700,000 | ||||
Common stock provided at closing | shares | 1,200,000 | ||||
Shares reserved for future issuance | shares | 1,500,000 | ||||
Commission received on net sales | 20.00% | ||||
Subsequent Event [Member] | Patent Purchase Agreement [Member] | |||||
Common Stock, Shares Issued | shares | 300,000 | ||||
Patent purchase price paid | $ | $ 10,000 | ||||
Subsequent Event [Member] | 2018 Investment Agreement (Member) | |||||
Investment agreement with third party lender | $ | $ 2,000,000 | ||||
Payment received from lender | $ | $ 380,000 | ||||
Number of payments received | Number | 2 | ||||
Lender settlement amount | $ | $ 1,000,000 | ||||
Restricted common stock issued, shares | shares | 13,764,705 | ||||
Subsequent Event [Member] | 2018 Investment Agreement (Member) | Additional Common Stock [Member] | |||||
Common Stock, Shares Issued | shares | 7,647,058 | ||||
Common stock price per shares | $ / shares | $ .085 | ||||
Common stock shares, amount | $ | $ 650,000 | ||||
Subsequent Event [Member] | 2018 Investment Agreement (Member) | Warrant [Member] | |||||
Common Stock, Shares Issued | shares | 10,000,000 | ||||
Common stock price per shares | $ / shares | $ 0.20 | ||||
Expiry date | Mar. 4, 2022 | ||||
Common stock shares, amount | $ | $ 2,000,000 |