NutraLife BioSciences (NLBS) 10-Q/A 17 May 19 2019 Q1 Quarterly report (amended) Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2019	May 13, 2019
Document and Entity Information:
Entity Registrant Name	NUTRALIFE BIOSCIENCES, INC.
Document Type	10-Q
Document Period End Date	Mar. 31, 2019
Amendment Flag	false
Entity Central Index Key	0001563463
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding	128,689,465	131,514,229
Entity Filer Category	Non-accelerated Filer
Entity Current Reporting Status	Yes
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	Q1
Trading Symbol	nlbs
Entity Emerging Growth Company	true
Entity Small Business	true
Entity Ex Transition period	false

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Mar. 31, 2019	Dec. 31, 2018
Current Assets:
Cash and cash equivalents	$ 676,822	$ 419,975
Accounts receivable, net of allowance for doubtful accounts in the amount of $31,000	115,484	43,503
Inventories	372,628	291,040
Prepaid and other current assets	86,498	115,004
Total current assets	1,251,432	869,522
Property and equipment, net	1,633,522	925,807
Operating lease right-of-use assets	742,373
Intangible assets	714,640
Other assets	120,131	35,000
Total Assets	4,462,098	1,830,329
Current Liabilities:
Accounts payable	155,023	243,501
Accrued expenses	326,734	468,838
Customer deposits	84,524	84,686
Liability for stock to be issued	265,500
Note payable to shareholder	200,000
Current portion of captial lease	3,836	3,836
Current portion of operating lease liability	122,000
Convertible notes, net of unamortized discount of $280,400		199,600
Total current liabilities	1,157,617	1,000,463
Long-Term Liabilities:
Operating lease liability, net of current portion	660,404
Capital lease, net of current portion	14,614	14,614
Total Liabilities	1,832,635	1,015,075
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 authorized shares; 128,217,283 and 97,315,941 shares issued and outstanding	12,823	9,732
Additional paid-in capital	38,738,690	35,638,980
Accumulated deficit	(36,122,050)	(34,833,460)
Total stockholders' equity	2,629,463	815,254
Total Liabilities and Stockholders' Equity	$ 4,462,098	$ 1,830,329

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - USD ($)	Mar. 31, 2019	Dec. 31, 2018
Current Assets:
Net of allowance for doubtful accounts	$ 31,000	$ 31,000
Current Liabilities:
Net of unamortized discount	$ 0	$ 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	128,217,283	97,315,941
Common Stock, Shares Outstanding	128,217,283	97,315,941

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Income Statement [Abstract]
Net revenue	$ 720,799	$ 722,905
Cost of goods sold	631,565	355,685
Gross Profit	89,234	367,220
Operating expenses
Noncash compensation	160,581	511,902
General and administrative	901,167	418,422
Depreciation and amortization	21,792	32,857
Total operating expenses	1,083,540	963,181
Loss from operations	(994,306)	(595,961)
Other income (expenses)
Other expense	(4,385)
Loss on stock settlement of accounts payable		(18,004)
Finance costs	(289,901)	(487)
Total other expense	(294,286)	(18,491)
Net loss before income taxes	(1,288,592)	(614,452)
Income tax expense
Net loss	$ (1,288,592)	$ (614,452)
Loss per weighted average conmmon share - basic and diluted	$ (0.01)	$ (0.01)
Number of weighted average common shares outstanding - basic and diluted	108,264,479	83,484,387

Condensed Consolidated Statem_2

Condensed Consolidated Statement of Stockholders' Equity (Unaudited) - USD ($)	Preferred Stock	Common Stock	APIC	Accumulated Deficit	Total
Beginning Balance, Shares at Dec. 31, 2017	1,000	81,448,561
Beginning Balance, Amount at Dec. 31, 2017		$ 8,144	$ 33,411,300	$ (32,758,920)	$ 660,524
Shares issued for services, Shares		1,500,000
Shares issued for services, Amount		$ 150	390,319		390,319
Shares issued to settle accounts payable, Shares		168,159
Shares issued to settle accounts payable, Amount		$ 17	49,477		49,494
Shares issued to acquire fixed assets, Shares		2,000,000
Shares issued to acquire fixed assets, Amount		$ 200	569,000		569,200
Net loss				(614,452)	(614,452)
Ending Balance, Shares at Mar. 31, 2018	1,000	85,116,720
Ending Balance, Amount at Mar. 31, 2018		$ 8,511	34,420,096	(33,373,372)	1,055,235
Beginning Balance, Shares at Dec. 31, 2018	1,000	97,315,941
Beginning Balance, Amount at Dec. 31, 2018		$ 9,732	35,638,980	(34,833,458)	815,254
Shares issued for cash, Shares		28,055,061
Shares issued for cash, Amount		$ 2,806	2,221,674		2,224,480
Shares issued for services, Shares		946,281
Shares issued for services, Amount		$ 95	160,486		160,581
Share issued in connection with purchase of intangible assets, Shares		1,800,000
Share issued in connection with purchase of intangible assets, Amount		$ 180	318,960		319,140
Shares issued in connection with convertible debt financing, Shares		100,000
Shares issued in connection with convertible debt financing, Amount		$ 10	18,590		18,600
Debt settled through issuance of stock			380,000		380,000
Net loss				(1,288,592)	(1,288,592)
Ending Balance, Shares at Mar. 31, 2019	1,000	128,217,283
Ending Balance, Amount at Mar. 31, 2019		$ 12,823	$ 38,738,690	$ (36,122,050)	$ 2,629,463

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
OPERATING ACTIVITIES:
Net loss	$ (1,288,592)	$ (614,452)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	21,792	32,857
Stock compensation	160,581	390,969
Stock issued in connection with finance costs	18,600
Amortization of prepaid compensation		120,934
Amortization of debt discount	280,400
Loss on stock settlement of accounts payable		18,004
Changes in operating assets and liabilities:
Increase in accounts receivable	(71,979)	(54,082)
(Increase) in inventories	(81,588)	(27,254)
Increase in prepaid expenses	(16,594)	(167,782)
(Decrease) increase in accounts payable	(88,480)	267,782
(Decrease) increase in accrued expenses	(142,104)	26,124
(Decrease) in customer deposits	(162)
Net Cash Used in Operating Activities	(1,208,126)	(6,900)
INVESTING ACTIVITIES:
Acquistion of intellectual property	(130,000)
Purchase of property and equipment	(729,507)	(14,341)
Net Cash Used in Investing Activities	(859,507)	(14,341)
FINANCING ACTIVITIES:
Proceeds from shareholder note payable	200,000
Common shares issued for cash	2,224,480
Payments on notes payable	(100,000)
Net Cash Provided by Financing Activities	2,324,481
NET CHANGE IN CASH AND CASH EQUIVALENTS	256,847	(21,241)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD	419,975	172,948
CASH AND CASH EQUIVALENTS AT END OF PERIOD	676,822	151,707
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest		487
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES
Shares issued and issuable for the acquisition of intellectual property	584,640
Debt converted to equity	380,000
Shares issued for the purchase of property and equipment		569,200
Shares issued to settle accounts payable		$ 49,494

NATURE OF OPERATIONS AND CONSOL

NATURE OF OPERATIONS AND CONSOLIDATION	3 Months Ended
	Mar. 31, 2019
Notes to Financial Statements
Note 1 - NATURE OF OPERATIONS AND CONSOLIDATION	NutraLife BioSciences, Inc. F/K/A NutraFuels, Inc. (“We and 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.

BASIS OF PRESENTATION AND SUMMA

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Mar. 31, 2019
Notes to Financial Statements
Note 2 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	Basis of Presentation The accompanying unaudited condensed consolidated 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"). In our opinion, the accompanying unaudited condensed consolidated financial statements contain all adjustments (which are of a normal recurring nature) necessary for a fair presentation. Interim results are not necessarily indicative of results for a full year. Therefore, the interim unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements contained in the Company’s Annual Report on Form 10-K. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Precision Analytic Testing, LLC, NutraDerma Technologies, Inc., PhytoChem Technologies, Inc. and TransDermalRX, Inc. We operate as one reportable segment. All intercompany transactions and balances have been eliminated in consolidation. Use of Estimates The preparation of the condensed consolidated 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 condensed consolidated 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 March 31, 2019 and December 31, 2018. 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 $491,955 and $244,501 at March 31, 2019 and December 31, 2018, respectively. Inventories Inventories are stated at cost utilizing the weighted average method of valuation and consist of raw materials and finished goods. The Company reduces inventory on hand to its net realizable value on an item-by-item basis when it is apparent that the expected realizable value of an inventory item falls below its original cost. A charge to cost of sales results when the estimated net realizable value of specific inventory items declines below cost. Management regularly reviews the Company's inventories for such declines in value. Allowance for Doubtful Accounts We establish the existence of bad debts through a review of several factors including historical collection experience, current aging status of the customer accounts, and financial condition of our customers. The allowance for doubtful accounts is $31,000 for periods ended March 31, 2019 and December 31, 2018, respectively. 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. Leasehold improvements are amortized over their estimated useful lives or the remaining term of the lease, whichever is shorter. 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. Impairment charges would be included with costs and expenses in the Company's condensed consolidated statements of operations, and would result in reduced carrying amounts of the related assets on the Company's condensed consolidated balance sheets. No adjustments were made to long-lived assets during the period ended March 31, 2019, as a result of management's assessments. Advertising Advertising costs are charged to operations as incurred and are included in operating expenses. The amounts charged for the three month periods ended March 31, 2019 and 2018 totaled approximately $21,000 and $0, respectively. 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 judgements 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. The Company has no amounts accrued for interest or penalties as of September 30, 2018 and December 31, 2017, respectively. The Company is no longer subject to examination by taxing authorities for years before December 31, 2014. The company does not expect the total amount of unrecognized tax benefits to significantly change in the next 12 months. 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 period and dilutive potential shares outstanding unless consideration of such dilutive potential shares would result in anti-dilution. Financial Instruments and Fair Value Measurements The carrying value of the Company’s current consolidated financial instruments, which include cash and cash equivalents, accounts payable and accrued liabilities approximates their fair values because of the short-term maturities of these instruments. 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 (unadjusted) for identical assets or liabilities in active markets that the Company has the ability to access as of the measurement date. · Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. · Level 3: Significant unobservable inputs that reflect the Company’s own assumptions about the assumptions that market participants would use in pricing an asset or liability. 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. Related Party Transactions All transactions with related parties are in the normal course of operations and are measured at the exchange amount. Leases Effective January 1, 2019, the Company adopted the requirements of FASB ASU 2016-02, Leases 1. The lease transfers ownership of the underlying asset to the lessee by the end of the lease term. 2. The lease grants the lessee an option to purchase the underlying asset that the lessee is reasonably certain to exercise. 3. The lease term is for the major part of the remaining economic life of the underlying asset. 4. The present value of the sum of lease payments and any residual value guaranteed by the lessee equals or exceeds substantially all of the fair value of the underlying asset. 5. The underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term. For any leases that do not meet the criteria identified above for finance leases, the Company treats such leases as operating leases. As of March 31, 2019, the Company has one finance lease and one operating lease. Under the new guidance, both finance and operating leases are reflected on the balance sheet as lease or “right-of -use” assets and lease liabilities. Further note that under previous guidance, operating leases (non-capital leases) were not required to be recorded as an asset on the balance sheet. There are some exceptions, which the Company has elected in its accounting policies. For leases with terms of twelve months or less, or below the Company’s general capitalization policy threshold, the Company elects an accounting policy to not recognize lease assets and lease liabilities for all asset classes. The Company recognizes lease expense for such leases generally on a straight-line basis over the lease term. The Company determines if a contract is a lease at the inception of the arrangement. The Company reviews all options to extend, terminate, or purchase its right-of-use assets at the inception of the lease and accounts for these options when they are reasonably certain to be exercised. Certain leases contain non-lease components, such as common area maintenance, which are generally accounted for separately. In general, the Company will assess if non-lease components are fixed and determinable, or variable, when determining if the component should be included in the lease liability. For purposes of calculating the present value of the lease obligations, the Company utilizes the implicit interest rate within the lease agreement when known and/or determinable, and otherwise utilizes its incremental borrowing rate at the time of the lease agreement. As permitted under ASU 2018-11 the Company elected the optional transition method to adopt the new leases standard. Under this new transition method, the Company initially applied the new leases standard at the adoption date of January 1, 2019 and would have recognized a cumulative -effect adjustment, if appropriate, to the opening balance of retained earnings in the period of adoption. No cumulative-effect adjustment was recognized. The Company’s reporting for the comparative periods prior to 2019 in the financial statements will be presented in accordance with the existing GAAP in effect for 2018 and earlier (ASC Topic 840, Leases The impact of the adoption of this new standard resulted in an increase to the Company’s operating lease assets and liabilities on January 1, 2019 of approximately $800,000. The implementation did not have a material impact on our condensed consolidated statements of income and statements of cash flows. Intangible Assets Intangible assets represent the value assigned to intellectual property and will be amortized based on the economic benefit expected to be realized.

LIQUIDITY AND GOING CONCERN CON

LIQUIDITY AND GOING CONCERN CONSIDERATIONS	3 Months Ended
	Mar. 31, 2019
Notes to Financial Statements
Note 3 - LIQUIDITY AND GOING CONCERN CONSIDERATIONS	Our condensed consolidated 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 $1,289,000 for the three months ended March 31, 2019, and have an accumulated deficit of approximately $36,122,000 at March 31, 2019. These conditions raise substantial doubt about our ability to continue as a going concern. The independent auditors’ report on our consolidated financial statements for the year ended December 31, 2018 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.

ADVANCE FROM SHAREHOLDER

ADVANCE FROM SHAREHOLDER	3 Months Ended
	Mar. 31, 2019
Notes to Financial Statements
NOTE 4 - ADVANCE FROM SHAREHOLDER	In March 2019, the Company received proceeds of $200,000 from a shareholder, pursuant to a short-term promissory note payable, bearing interest at an annual rate of 3%, due April 20, 2019. The note and accrued interest was satisfied by subsequently converting to 2,389,470 shares common stock at $.17 per share.

STOCKHOLDERS EQUITY

STOCKHOLDERS EQUITY	3 Months Ended
	Mar. 31, 2019
Notes to Financial Statements
Note 5 - STOCKHOLDERS’ EQUITY	Stock issued for cash: In January 2019, the Company issued 120,004 shares of common stock in exchange for $20,000 in cash. In January 2019, the Company issued 7,647,059 shares of common stock in exchange for $650,000 in cash. In February 2019, the Company issued 3,176,470 shares of common stock in exchange for $270,000 in cash. In March 2019, the Company issued 17,111,528 shares of common stock in exchange for $1,284,480 in cash Stock issued for services In January 2019, the Company issued an aggregate of 883,781 shares of common stock valued at $149,956 for services. In February 2019, the Company issued 62,500 shares of common stock valued at $10,625 for services. Other In March 2019, the Company issued 1,800,000 shares of common stock valued at $319,140 in connection with the acquisition of intellectual property. In March 2019, the Company issued 100,000 shares of common stock valued at $18,600 in connection with a prior debt financing. Additionally, the company reclassified $380,000 to Additional Paid-in Capital as a result of a settlement of a finance agreement with one of their investors. Settlement Agreement 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, 2022. Additionally, the lender had the ability to purchase an additional 7,647,058 common shares at the purchase price of $.085 per share on an aggregate of $650,000 at any time prior to April 8, 2019. This option was never exercised and therefore expired. In connection with this agreement, the $380,000 previously funded was reclassified to additional paid-in capital.

LEASES

LEASES	3 Months Ended
	Mar. 31, 2019
Notes to Financial Statements
Note 6 - LEASES	In conjunction with the new guidance for leases, as defined by the FASB with ASU 2016-02, Leases The Company leases their office and warehouse facilities located in in Coconut Creek, Florida under a non-cancelable operating lease agreement that expired February 2019 and is currently on a month-to month basis. In June 2017, the Company entered into a lease for an additional facility located in Deerfield Beach, Florida under a non-cancelable operating lease. The term of the lease is for 86 months beginning on January 1, 2018 and calls for yearly 3% increases to base rent, with monthly payments that commenced in March 2018. In the March 31, 2019 condensed consolidated balance sheet, the Company has recorded right-of-use assets of approximately $742,000 and a lease liability of $782,000, of which $122,000 is reported as a current liability. The weighted average remaining lease term is 71 months and weighted average discount rate used is 10%. The following table presents a reconciliation of the undiscounted future minimum lease payments remaining under the operating lease reported as operating lease liability on the condensed consolidated balance sheet as of March 31, 2019: Undiscounted future minimum lease payments: 2019(remainder of year) $ 122,000 2020 168,000 2021 173,000 2022 179,000 2023 184,000 Thereafter 222,000 Total undiscounted future minimum lease payments 1,048,000 Less: amount representing imputed interest (266,000 ) Operating lease liability $ 782,000 A similar description of the lease obligation is disclosed in the Company’s December 31, 2018 Form 10-K. Lease expense for the operating lease was approximately $67,000 for the first quarter ended March 31, 2019.

ACQUISITION OF INTELLECTUAL PRO

ACQUISITION OF INTELLECTUAL PROPERTY	3 Months Ended
	Mar. 31, 2019
Notes to Financial Statements
Note 7- ACQUISITION OF INTELLECTUAL PROPERTY	In February 2019 the Company acquired certain intellectual property consisting of patent rights. The aggregate purchase price paid in connection with the patent purchase was $714,640, consisting of $130,000 cash, and 3,300,000 shares of the Company’s common stock valued at $.177 per share or an aggregate of $584,640. Of the 3,300,000 shares, 1,800,000 shares were provided at closing and 1,500,000 will be provided one year thereafter. The acquired patent will be amortized over its remaining estimated useful life of approximately 11 years.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	3 Months Ended
	Mar. 31, 2019
Notes to Financial Statements
Note 8 - COMMITMENTS AND CONTINGENCIES	Legal Proceedings From time to time, the Company is subject to legal proceedings which arise in the ordinary course of the Company's business. Although there can be no assurance as to the ultimate disposition of these matters, the Company's management believes that the final disposition of such matters will not have a material adverse effect on the financial position or results of operations of the Company. Consulting Agreement In connection with the acquisition agreement discussed in Note 7, the Company 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.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	3 Months Ended
	Mar. 31, 2019
Notes to Financial Statements
Note 9 - SUBSEQUENT EVENTS	In April, 2019 we issued an aggregate of 21,882 common shares for services rendered to us. We valued these shares at $0.186 or an aggregate of $4,070. On April 2, 2019, we issued 2,389,470 common shares to a noteholder in exchange for the aggregate principal and interest of $203,104 outstanding under a promissory note. In April, 2019 we issued 235,294 shares of common stock for a price of $.085 per share or an aggregate of $20,000.

BASIS OF PRESENTATION AND SUM_2

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Mar. 31, 2019
Basis Of Presentation And Summary Of Significant Accounting Policies
Basis of Presentation	The accompanying unaudited condensed consolidated 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"). In our opinion, the accompanying unaudited condensed consolidated financial statements contain all adjustments (which are of a normal recurring nature) necessary for a fair presentation. Interim results are not necessarily indicative of results for a full year. Therefore, the interim unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements contained in the Companys Annual Report on Form 10-K.
Principles of Consolidation	The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Precision Analytic Testing, LLC, NutraDerma Technologies, Inc., PhytoChem Technologies, Inc. and TransDermalRX, Inc. We operate as one reportable segment. All intercompany transactions and balances have been eliminated in consolidation.
Use of Estimates	The preparation of the condensed consolidated 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 condensed consolidated 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 March 31, 2019 and December 31, 2018. 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 $491,955 and $244,501 at March 31, 2019 and December 31, 2018, respectively.
Inventories	Inventories are stated at cost utilizing the weighted average method of valuation and consist of raw materials and finished goods. The Company reduces inventory on hand to its net realizable value on an item-by-item basis when it is apparent that the expected realizable value of an inventory item falls below its original cost. A charge to cost of sales results when the estimated net realizable value of specific inventory items declines below cost. Management regularly reviews the Company's inventories for such declines in value.
Allowance for Doubtful Accounts	We establish the existence of bad debts through a review of several factors including historical collection experience, current aging status of the customer accounts, and financial condition of our customers. The allowance for doubtful accounts is $31,000 for periods ended March 31, 2019 and December 31, 2018, respectively.
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. Leasehold improvements are amortized over their estimated useful lives or the remaining term of the lease, whichever is shorter.
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. Impairment charges would be included with costs and expenses in the Company's condensed consolidated statements of operations, and would result in reduced carrying amounts of the related assets on the Company's condensed consolidated balance sheets. No adjustments were made to long-lived assets during the period ended March 31, 2019, as a result of management's assessments.
Advertising	Advertising costs are charged to operations as incurred and are included in operating expenses. The amounts charged for the three month periods ended March 31, 2019 and 2018 totaled approximately $21,000 and $0, respectively.
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 judgements 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. The Company has no amounts accrued for interest or penalties as of September 30, 2018 and December 31, 2017, respectively. The Company is no longer subject to examination by taxing authorities for years before December 31, 2014. The company does not expect the total amount of unrecognized tax benefits to significantly change in the next 12 months. 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 period and dilutive potential shares outstanding unless consideration of such dilutive potential shares would result in anti-dilution.
Financial Instruments and Fair Value Measurements	The carrying value of the Company’s current consolidated financial instruments, which include cash and cash equivalents, accounts payable and accrued liabilities approximates their fair values because of the short-term maturities of these instruments. 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 (unadjusted) for identical assets or liabilities in active markets that the Company has the ability to access as of the measurement date. · Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. · Level 3: Significant unobservable inputs that reflect the Company’s own assumptions about the assumptions that market participants would use in pricing an asset or liability. 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.
Related Party Transactions	All transactions with related parties are in the normal course of operations and are measured at the exchange amount.
Leases	Effective January 1, 2019, the Company adopted the requirements of FASB ASU 2016-02, Leases 1. The lease transfers ownership of the underlying asset to the lessee by the end of the lease term. 2. The lease grants the lessee an option to purchase the underlying asset that the lessee is reasonably certain to exercise. 3. The lease term is for the major part of the remaining economic life of the underlying asset. 4. The present value of the sum of lease payments and any residual value guaranteed by the lessee equals or exceeds substantially all of the fair value of the underlying asset. 5. The underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term. For any leases that do not meet the criteria identified above for finance leases, the Company treats such leases as operating leases. As of March 31, 2019, the Company has one finance lease and one operating lease. Under the new guidance, both finance and operating leases are reflected on the balance sheet as lease or “right-of -use” assets and lease liabilities. Further note that under previous guidance, operating leases (non-capital leases) were not required to be recorded as an asset on the balance sheet. There are some exceptions, which the Company has elected in its accounting policies. For leases with terms of twelve months or less, or below the Company’s general capitalization policy threshold, the Company elects an accounting policy to not recognize lease assets and lease liabilities for all asset classes. The Company recognizes lease expense for such leases generally on a straight-line basis over the lease term. The Company determines if a contract is a lease at the inception of the arrangement. The Company reviews all options to extend, terminate, or purchase its right-of-use assets at the inception of the lease and accounts for these options when they are reasonably certain to be exercised. Certain leases contain non-lease components, such as common area maintenance, which are generally accounted for separately. In general, the Company will assess if non-lease components are fixed and determinable, or variable, when determining if the component should be included in the lease liability. For purposes of calculating the present value of the lease obligations, the Company utilizes the implicit interest rate within the lease agreement when known and/or determinable, and otherwise utilizes its incremental borrowing rate at the time of the lease agreement. As permitted under ASU 2018-11 the Company elected the optional transition method to adopt the new leases standard. Under this new transition method, the Company initially applied the new leases standard at the adoption date of January 1, 2019 and would have recognized a cumulative -effect adjustment, if appropriate, to the opening balance of retained earnings in the period of adoption. No cumulative-effect adjustment was recognized. The Company’s reporting for the comparative periods prior to 2019 in the financial statements will be presented in accordance with the existing GAAP in effect for 2018 and earlier (ASC Topic 840, Leases The impact of the adoption of this new standard resulted in an increase to the Company’s operating lease assets and liabilities on January 1, 2019 of approximately $800,000. The implementation did not have a material impact on our condensed consolidated statements of income and statements of cash flows.
Intangible Assets	Intangible assets represent the value assigned to intellectual property and will be amortized based on the economic benefit expected to be realized.

LEASES (Tables)

LEASES (Tables)	3 Months Ended
	Mar. 31, 2019
Leases Tables Abstract
Schedule of operating lease liability	Undiscounted future minimum lease payments: 2019(remainder of year) $ 122,000 2020 168,000 2021 173,000 2022 179,000 2023 184,000 Thereafter 222,000 Total undiscounted future minimum lease payments 1,048,000 Less: amount representing imputed interest (266,000 ) Operating lease liability $ 782,000

BASIS OF PRESENTATION AND SUM_3

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2019	Dec. 31, 2018
Cash balances in excess of FDIC insured amount	$ 491,955	$ 244,501
Allowance for doubtful accounts	31,000	31,000
Advertising expense	$ 21,000	0
Adoption of new standard [Member]
Operating lease assets and liabilities		$ 800,000

LIQUIDITY AND GOING CONCERN C_2

LIQUIDITY AND GOING CONCERN CONSIDERATIONS (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018
Liquidity And Going Concern Considerations
Net loss	$ (1,288,592)	$ (614,452)
Accumulated deficit	$ (36,122,050)		$ (34,833,460)

ADVANCE FROM SHAREHOLDER (Detai

ADVANCE FROM SHAREHOLDER (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2019	Dec. 31, 2018
Common Stock, Shares Issued	128,217,283	97,315,941
Short term promissory note payable [Member] | Shareholder [Member]
Proceeds from issuance of common stock	$ 200,000
Interest rate	3.00%
Maturity date	Apr. 20, 2019
Common Stock, price per share	$ 0.17
Common Stock, Shares Issued	2,389,470

STOCKHOLDERS_ EQUITY (Details N

STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($)	Apr. 08, 2019	Mar. 31, 2019	Feb. 28, 2019	Jan. 31, 2019	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018
Common stock value issued during the period					$ 2,224,480
Shares issued for services, amount					160,581	$ 390,319
Common stock issued for acquisition of intellectual property, shares		1,800,000
Common stock issued for acquisition of intellectual property, amount		$ 319,140
Additional paid-in capital		$ 38,738,690			$ 38,738,690		$ 35,638,980
Lender [Member] | Investment Agreement” [Member]
Common stock value issued during the period	$ 650,000
Common stock shares issued during the period	7,647,058
Warrants granted		10,000,000
Warrants granted, amount		$ 2,000,000
Warrants granted, per share	$ 0.85	$ .20
Treasury stock, common, shares		13,764,705			13,764,705
Treasury stock, common, values		$ 1,000,000			$ 1,000,000
Accounts receivable		$ 2,000,000			$ 2,000,000		$ 380,000
Warrants maturity date		Mar. 4, 2022
Additional paid-in capital	$ 380,000
Debt [Member] | Investor [Member] | Finance Agreement [Member]
Accounts payable settled amount		$ 380,000
Proceeds from convertible debt		$ 18,600
Shares issued in connection with convertible debt, shares		100,000
Transaction One [Member]
Common stock value issued during the period			$ 270,000	$ 20,000
Common stock shares issued during the period			3,176,470	120,004
Shares issued for services, Shares			62,500	883,781
Shares issued for services, amount			$ 10,625	$ 149,956
Transaction Two [Member]
Common stock value issued during the period				$ 650,000
Common stock shares issued during the period				7,647,059
Transaction Three [Member]
Common stock value issued during the period		$ 1,284,480
Common stock shares issued during the period		17,111,528

LEASES (Details)

LEASES (Details)	Mar. 31, 2019USD ($)
Leases Details Abstract
2019 (remainder of year)	$ 122,000
2020	168,000
2021	173,000
2022	179,000
2023	184,000
Thereafter	222,000
Total undiscounted future minimum lease payments	1,048,000
Less: amount representing imputed interest	(266,000)
Operating lease liability	$ 782,000

LEASES (Details Narrative)

LEASES (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended
	Jun. 30, 2017	Mar. 31, 2019
Leases Details Narrative Abstract
Description of operating lease	Company entered into a lease for an additional facility located in Deerfield Beach, Florida under a non-cancelable operating lease. The term of the lease is for 86 months beginning on January 1, 2018 and calls for yearly 3% increases to base rent, with monthly payments that commenced in March 2018.
Operating lease, right-of-use asset		$ 742,000
Operating lease liability		782,000
Operating lease, current liability		$ 122,000
Weighted average remaining lease term		5 years 11 months
Weighted average discount rate		10.00%
Operating lease expense		$ 67,000

ACQUISITION OF INTELLECTUAL P_2

ACQUISITION OF INTELLECTUAL PROPERTY (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended
	Feb. 28, 2019	Mar. 31, 2019
Common stock value issued during the period		$ 2,224,480
Intellectual Property [Member]
Patent purchase price	$ 714,640
Common stock value issued during the period	$ 584,640
Common stock shares issued during the period	3,300,000
Cash consideration	$ 130,000
Description of patent purchase price	Consisting of $130,000 cash, and 3,300,000 shares of the Company’s common stock valued at $.177 per share or an aggregate of $584,640. Of the 3,300,000 shares, 1,800,000 shares were provided at closing and 1,500,000 will be provided one year thereafter.
Estimated useful life	11 years

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details Narrative)	3 Months Ended
	Mar. 31, 2019
Consulting Agreement [Member] | Seller [Member] | Intellectual Property [Member]
Description of consulting agreement	Company 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.

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - USD ($)	Apr. 02, 2019	Apr. 30, 2019	Mar. 31, 2019	Mar. 31, 2018
Shares issued for services, amount			$ 160,581	$ 390,319
Common stock value issued during the period			$ 2,224,480
Common Stock
Shares issued for services, Shares			946,281	1,500,000
Shares issued for services, amount			$ 95	$ 150
Common stock value issued during the period			$ 2,806
Common stock shares issued during the period			28,055,061
Subsequent Event [Member]
Common Stock, price per share		$ 0.186
Shares issued for services, Shares		21,882
Shares issued for services, amount		$ 4,070
Subsequent Event [Member] | Common Stock
Common Stock, price per share		$ 0.085
Common stock value issued during the period		$ 20,000
Common stock shares issued during the period		235,294
Subsequent Event [Member] | Noteholder [Member] | Short term promissory note payable [Member]
Common stock value issued during the period	$ 203,104
Common stock shares issued during the period	2,389,470