Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2020 | Nov. 20, 2020 | |
Cover [Abstract] | ||
Entity Registrant Name | One World Pharma, Inc. | |
Entity Central Index Key | 0001622244 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2020 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 51,485,305 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2020 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash | $ 20,879 | $ 282,380 |
Inventory | 226,204 | 24,682 |
Other current assets | 195,811 | 267,106 |
Total current assets | 442,894 | 574,168 |
Right-of-use assets | 423,695 | 502,706 |
Security deposits | 70,895 | 72,527 |
Fixed assets, net | 711,950 | 697,863 |
Total Assets | 1,649,434 | 1,847,264 |
Current liabilities: | ||
Accounts payable | 602,887 | 330,521 |
Accrued expenses | 240,102 | 109,665 |
Dividends payable | 14,870 | |
Current portion of lease liabilities | 58,155 | 55,101 |
Convertible notes payable | 507,332 | |
Notes payable | 119,274 | 130,000 |
Total current liabilities | 1,035,288 | 1,132,619 |
Long-term lease liability | 377,170 | 453,251 |
Total Liabilities | 1,412,458 | 1,585,870 |
Series A convertible preferred stock, $0.001 par value, 500,000 shares authorized; 147,833 and -0- issued and outstanding at September 30, 2020 and December 31, 2019, respectively | 1,478,330 | |
Stockholders' Equity (Deficit): | ||
Preferred stock, $0.001 par value, 9,500,000 shares authorized; no shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively | ||
Common stock, $0.001 par value, 300,000,000 shares authorized; 51,235,305 and 44,804,305 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively | 51,235 | 44,804 |
Additional paid-in capital | 13,595,826 | 8,150,004 |
Subscriptions payable, consisting of 250,000 and 500,000 shares at September 30, 2020 and December 31, 2019, respectively | 45,000 | 250,000 |
Accumulated other comprehensive loss | (44,948) | (16,248) |
Accumulated (deficit) | (14,888,467) | (8,167,166) |
Total Stockholders' Equity (Deficit) | (1,241,354) | 261,394 |
Total Liabilities and Stockholders' Equity (Deficit) | $ 1,649,434 | $ 1,847,264 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Series A convertible preferred stock, par value | $ 0.001 | $ 0.001 |
Series A convertible preferred stock, shares authorized | 500,000 | 500,000 |
Series A convertible preferred stock, issued | 147,833 | 0 |
Series A convertible preferred stock, outstanding | 147,833 | 0 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 9,500,000 | 9,500,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 51,235,305 | 44,804,305 |
Common stock, shares outstanding | 51,235,305 | 44,804,305 |
Subscriptions payable, shares | 250,000 | 500,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Income Statement [Abstract] | ||||
Revenues | $ 42,598 | $ 103,384 | ||
Cost of goods sold | 7,682 | 24,433 | ||
Gross profit | 34,916 | 78,951 | ||
Operating expenses: | ||||
General and administrative | 803,342 | 589,027 | 3,316,715 | 1,633,814 |
Professional fees | 364,111 | 986,523 | 3,454,966 | 2,430,945 |
Total operating expenses | 1,167,453 | 1,575,550 | 6,771,681 | 4,064,759 |
Operating loss | (1,132,537) | (1,575,550) | (6,692,730) | (4,064,759) |
Other income (expense): | ||||
Loss on disposal of fixed assets | (4,087) | |||
Interest income | 3,621 | 3,869 | ||
Interest expense | (7,517) | (225,053) | (28,571) | (380,749) |
Total other expense | (7,517) | (221,432) | (28,571) | (380,967) |
Net loss | (1,140,054) | (1,796,982) | (6,721,301) | (4,445,726) |
Other comprehensive loss: | ||||
Loss on foreign currency translation | (497) | (164,122) | (28,700) | (21,121) |
Net other comprehensive loss | $ (1,140,551) | $ (1,961,104) | $ (6,750,001) | $ (4,466,847) |
Weighted average number of common shares outstanding - basic and fully diluted | 48,588,395 | 42,069,859 | 47,982,936 | 39,888,654 |
Net loss per share - basic and fully diluted | $ (0.02) | $ (0.04) | $ (0.14) | $ (0.11) |
Dividends declared per share of common stock | $ 0 | $ 0 | $ 0 | $ 0 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Stockholders' Equity (Deficit) (Unaudited) - USD ($) | Series A Convertible Preferred Stock [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Subscriptions Receivable [Member] | Subscriptions Payable [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Accumulated Deficit [Member] | Noncontrolling Interest [Member] | Total |
Balance at Dec. 31, 2018 | $ 34,292 | $ 1,278,352 | $ (602) | $ (4,090) | $ (1,959,982) | $ (101) | $ (652,131) | ||
Balance, shares at Dec. 31, 2018 | 34,291,905 | ||||||||
Cash received on subscriptions receivable of OWP Ventures, Inc. | 602 | 602 | |||||||
Common stock sold for cash | $ 8,409 | 4,196,091 | 4,204,500 | ||||||
Common stock sold for cash, shares | 8,409,000 | ||||||||
Common stock payable for services | 160,000 | 160,000 | |||||||
Common stock payable for services, Shares | |||||||||
Cashless exercise of common stock options | $ 51 | (51) | |||||||
Cashless exercise of common stock options,Shares | 51,040 | ||||||||
Issuance of common stock of OWP Ventures, Inc. on debt conversion | $ 1,253 | 500,144 | 501,397 | ||||||
Issuance of common stock of OWP Ventures, Inc. on debt conversion, shares | 1,253,493 | ||||||||
Common stock issued for services, OWP Ventures, Inc. | $ 30 | 14,970 | 15,000 | ||||||
Common stock issued for services, OWP Ventures, Inc., shares | 30,000 | ||||||||
Amortization of common stock options issued for services, OWP Ventures, Inc. | 88,297 | 88,297 | |||||||
Exchange of OWP Ventures, Inc. shares for One World Pharma, Inc. shares (1:1) | $ 1,323 | (10,730) | 101 | (9,306) | |||||
Exchange of OWP Ventures, Inc. shares for One World Pharma, Inc. shares (1:1), shares | 1,322,501 | ||||||||
Common stock cancelled pursuant to merger with OWP Ventures, Inc. | $ (875) | 875 | |||||||
Common stock cancelled pursuant to merger with OWP Ventures, Inc., shares | (875,000) | ||||||||
Amortization of common stock options issued for services | 991,228 | 991,228 | |||||||
Beneficial conversion feature on convertible note | 332,332 | 332,332 | |||||||
Loss on foreign currency translation | (21,121) | (21,121) | |||||||
Net loss | (4,445,726) | (4,445,726) | |||||||
Balance at Sep. 30, 2019 | $ 44,483 | 7,391,508 | 160,000 | (25,211) | (6,405,708) | 1,165,072 | |||
Balance, shares at Sep. 30, 2019 | 44,482,939 | ||||||||
Balance at Jun. 30, 2019 | $ 39,923 | 4,503,966 | 138,911 | (4,608,726) | 74,074 | ||||
Balance, shares at Jun. 30, 2019 | 39,922,899 | ||||||||
Common stock sold for cash | $ 4,509 | 2,249,991 | 2,254,500 | ||||||
Common stock sold for cash, shares | 4,509,000 | ||||||||
Common stock payable for services | 160,000 | 160,000 | |||||||
Common stock payable for services, Shares | |||||||||
Cashless exercise of common stock options | $ 51 | (51) | |||||||
Cashless exercise of common stock options,Shares | 51,040 | ||||||||
Amortization of common stock options issued for services | 430,270 | 430,270 | |||||||
Beneficial conversion feature on convertible note | 207,332 | 207,332 | |||||||
Loss on foreign currency translation | (164,122) | (164,122) | |||||||
Net loss | (1,796,982) | (1,796,982) | |||||||
Balance at Sep. 30, 2019 | $ 44,483 | 7,391,508 | 160,000 | (25,211) | (6,405,708) | 1,165,072 | |||
Balance, shares at Sep. 30, 2019 | 44,482,939 | ||||||||
Balance at Dec. 31, 2019 | $ 44,804 | 8,150,004 | 250,000 | (16,248) | (8,167,166) | 261,394 | |||
Balance, shares at Dec. 31, 2019 | 44,804,305 | ||||||||
Common stock sold for cash | $ 500 | 249,500 | (250,000) | ||||||
Common stock sold for cash, shares | 500,000 | ||||||||
Common stock payable for services | 45,000 | 45,000 | |||||||
Common stock payable for services, Shares | |||||||||
Amortization of common stock options issued for services | 1,875,623 | 1,875,623 | |||||||
Loss on foreign currency translation | (28,700) | (28,700) | |||||||
Preferred stock units sold for cash | $ 1,478,330 | ||||||||
Preferred stock units sold for cash, shares | 147,833 | ||||||||
Common stock issued for services | $ 5,931 | 3,335,569 | 3,341,500 | ||||||
Common stock issued for services, shares | 5,931,000 | ||||||||
Series A convertible preferred stock declared ($0.60 per share) | (14,870) | (14,870) | |||||||
Net loss | (6,721,301) | (6,721,301) | |||||||
Balance at Sep. 30, 2020 | $ 1,478,330 | $ 51,235 | 13,595,826 | 45,000 | (44,948) | (14,888,467) | (1,241,354) | ||
Balance, shares at Sep. 30, 2020 | 147,833 | 51,235,305 | |||||||
Balance at Jun. 30, 2020 | $ 400,000 | $ 50,360 | 12,952,647 | (44,451) | (13,748,413) | (789,857) | |||
Balance, shares at Jun. 30, 2020 | 40,000 | 50,360,305 | |||||||
Common stock payable for services | 45,000 | 45,000 | |||||||
Common stock payable for services, Shares | |||||||||
Amortization of common stock options issued for services | 326,424 | 326,424 | |||||||
Loss on foreign currency translation | (497) | (497) | |||||||
Preferred stock units sold for cash | $ 1,078,330 | ||||||||
Preferred stock units sold for cash, shares | 107,833 | ||||||||
Common stock issued for services | $ 875 | 331,625 | 332,500 | ||||||
Common stock issued for services, shares | 875,000 | ||||||||
Series A convertible preferred stock declared ($0.60 per share) | (14,870) | (14,870) | |||||||
Net loss | (1,140,054) | (1,140,054) | |||||||
Balance at Sep. 30, 2020 | $ 1,478,330 | $ 51,235 | $ 13,595,826 | $ 45,000 | $ (44,948) | $ (14,888,467) | $ (1,241,354) | ||
Balance, shares at Sep. 30, 2020 | 147,833 | 51,235,305 |
Consolidated Statement of Cha_2
Consolidated Statement of Changes in Stockholders' Equity (Deficit) (Unaudited) (Parenthetical) | Sep. 30, 2020$ / shares |
Series A Convertible Preferred Stock [Member] | |
Dividend declared price per share | $ 0.60 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Cash flows from operating activities | ||
Net loss | $ (6,721,301) | $ (4,445,726) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization expense | 23,706 | 9,432 |
Loss on disposal of fixed assets | 4,087 | |
Amortization of debt discounts | 332,332 | |
Stock-based compensation | 3,386,498 | 175,000 |
Amortization of options issued for services | 1,875,623 | 1,079,525 |
Decrease (increase) in assets: | ||
Inventory | (201,522) | (22,097) |
Other current assets | 71,295 | (235,096) |
Right-of-use assets | 79,011 | (248,541) |
Security deposits | 1,632 | (61,301) |
Increase (decrease) in liabilities: | ||
Accounts payable | 272,366 | 23,123 |
Accrued expenses | 130,437 | 21,986 |
Lease liability | (73,027) | 251,789 |
Net cash used in operating activities | (1,155,282) | (3,115,487) |
Cash flows from investing activities | ||
Purchase of fixed assets | (37,793) | (224,597) |
Net cash used in investing activities | (37,793) | (224,597) |
Cash flows from financing activities | ||
Proceeds from convertible note payable | 500,000 | |
Repayment of convertible note payable | (507,332) | |
Repayment of advances from shareholders | (314,141) | |
Proceeds from notes payable | 261,274 | |
Repayment of notes payable | (272,000) | |
Proceeds from subscriptions receivable | 602 | |
Proceeds from sale of preferred and common stock | 1,478,332 | 4,004,500 |
Net cash provided by financing activities | 960,274 | 4,190,961 |
Effect of exchange rate changes on cash | (28,700) | (21,121) |
Net increase (decrease) in cash | (261,501) | 829,756 |
Cash - beginning | 282,380 | 125,846 |
Cash - ending | 20,879 | 955,602 |
Supplemental disclosures: | ||
Interest paid | 4,983 | 35,402 |
Income taxes paid | ||
Non-cash investing and financing transactions: | ||
Fair value of net assets acquired in merger | 9,306 | |
Value of shares issued for conversion of debt | 701,397 | |
Beneficial conversion feature | 332,332 | |
Dividends payable | $ 14,870 |
Nature of Business and Signific
Nature of Business and Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business and Significant Accounting Policies | Note 1 – Nature of Business and Significant Accounting Policies Nature of Business One World Pharma, Inc. (the “Company,” “we,” “our” or “us”) was incorporated in Nevada on September 2, 2014. On February 21, 2019, One World Pharma, Inc. (“One World Pharma”) entered into an Agreement and Plan of Merger with OWP Merger Subsidiary, Inc., our wholly-owned subsidiary, and OWP Ventures, Inc. (“OWP Ventures”), which is the parent company of One World Pharma SAS, a Colombian company (“OWP Colombia”). Pursuant to the Merger Agreement, we acquired OWP Ventures (and indirectly, OWP Colombia) by the merger of OWP Merger Subsidiary with and into OWP Ventures, with OWP Ventures being the surviving entity as our wholly-owned subsidiary (the “Merger”). As a result of the Merger (a) holders of the outstanding capital stock of OWP Ventures received an aggregate of 39,475,398 shares of our common stock; (b) options to purchase 825,000 shares of common stock of OWP Ventures at an exercise price of $0.50 automatically converted into options to purchase 825,000 shares of our common stock at an exercise price of $0.50; (c) the outstanding principal and interest under a $300,000 convertible note issued by OWP Ventures became convertible, at the option of the holder, into shares of our common stock at a conversion price equal to the lesser of $0.424 per share or 80% of the price we sell our common stock in a future “Qualified Offering”; (d) 875,000 shares of our common stock owned by OWP Ventures prior to the Merger were cancelled; and (e) OWP Ventures’ chief operating officer became our chief operating officer and two of OWP Ventures’ directors became members of our board of directors. The Company’s headquarters are located in Las Vegas, Nevada, and all of its customers are expected to be outside of the United States. On January 10, 2019, the Company changed its name from Punto Group, Corp. to One World Pharma, Inc. OWP Ventures is a holding company formed in Delaware on March 27, 2018 to enter and support the cannabis industry, and on May 30, 2018, it acquired OWP Colombia. OWP Colombia is a licensed cannabis cultivation, production and distribution (export) company located in Popayán, Colombia (nearest major city is Cali). We plan to be a producer of raw cannabis and hemp plant ingredients for both medical and industrial uses across the globe. We have received licenses to cultivate, produce and distribute the raw ingredients of the cannabis and hemp plant for medicinal, scientific and industrial purposes. Specifically, we are one of the few companies in Colombia to receive seed, cultivation, extraction and export licenses from the Colombian government. Currently, we own approximately 30 acres and have a covered greenhouse built specifically to cultivate high-grade cannabis and hemp. In addition, we have entered into agreements with local farming co-operatives that include small farmers and indigenous tribe members, under which they will cultivate cannabis on up to approximately 140 acres of land using our seeds and propagation techniques, and sell their harvested products to us on an exclusive basis. We planted our first crop of cannabis in 2018, which we began harvesting in the first quarter of 2019 for the purpose of further research and development activities and quality control testing of the cannabis we have produced. We began generating revenue from the sale of our seeds in the second quarter of 2020. The Merger was accounted for as a reverse merger (recapitalization) with OWP Ventures deemed to be the accounting acquirer. Accordingly, the financial statements included in this Quarterly Report on Form 10-Q reflect the historical operations of OWP Ventures and its wholly-owned subsidiary OWP SAS prior to the Merger, and that of the combined company following the Merger. The historical financial information for One World Pharma, Inc. (formerly Punto Group Corp.) prior to the Merger has been omitted. Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) and the rules of the Securities and Exchange Commission (SEC). Intercompany accounts and transactions have been eliminated. The unaudited condensed consolidated financial statements of the Company and the accompanying notes included in this Quarterly Report on Form 10-Q are unaudited. In the opinion of management, all adjustments necessary for a fair presentation of the Condensed Consolidated Financial Statements have been included. Such adjustments are of a normal, recurring nature. The Condensed Consolidated Financial Statements, and the accompanying notes, are prepared in accordance with GAAP and do not contain certain information included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019. The interim Condensed Consolidated Financial Statements should be read in conjunction with that Annual Report on Form 10-K. Results for the interim periods presented are not necessarily indicative of the results that might be expected for the entire fiscal year. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the following entities, all of which were under common control and ownership at September 30, 2020: State of Name of Entity Incorporation Relationship One World Pharma, Inc. (1) Nevada Parent OWP Ventures, Inc. (2) Delaware Subsidiary One World Pharma S.A.S. (3) Colombia Subsidiary Colombian Hope, S.A.S. (4) Colombia Subsidiary (1) Holding company in the form of a corporation. (2) Holding company in the form of a corporation and wholly-owned subsidiary of One World Pharma, Inc. (3) Wholly-owned subsidiary of OWP Ventures, Inc. since May 30, 2018, located in Colombia and legally constituted as a simplified stock company registered in the Chamber of Commerce of Bogotá on July 18, 2017. Its headquarters are located in Bogotá. (4) Wholly-owned subsidiary of OWP Ventures, Inc., acquired on November 19, 2019, located in Colombia and legally constituted as a simplified stock company. This company has yet to incur any income or expenses. The consolidated financial statements herein contain the operations of the wholly-owned subsidiaries listed above. The Company’s headquarters are located in Las Vegas, Nevada and substantially all of its production efforts are within Popayán, Colombia. Foreign Currency Translation The functional currency of the Company is Columbian Peso (COP). The Company has maintained its financial statements using the functional currency, and translated those financial statements to the US Dollar (USD) throughout this report. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at rates of exchange prevailing at the balance sheet dates. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Exchange gains or losses arising from foreign currency transactions are included in the determination of net income (loss) for the respective periods. Comprehensive Income The Company has adopted the Financial Accounting Standards Boards (“FASB”) Accounting Standards Codification (“ASC”) 220, Reporting Comprehensive Income, which establishes standards for reporting and displaying comprehensive income, its components, and accumulated balances in a full-set of general-purpose financial statements. Accumulated other comprehensive income represents the accumulated balance of foreign currency translation adjustments. 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 the 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 those estimates. Segment Reporting ASC Topic 280, “Segment Reporting,” requires use of the “management approach” model for segment reporting. The management approach model is based on the way a company’s management organizes segments within the company for making operating decisions and assessing performance. The Company operates as a single segment and will evaluate additional segment disclosure requirements as it expands its operations. Fair Value of Financial Instruments Under ASC 820-10-05, the FASB establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. This Statement reaffirms that fair value is the relevant measurement attribute. The adoption of this standard did not have a material effect on the Company’s financial statements as reflected herein. The carrying amounts of cash, accounts receivable, accounts payable and accrued expenses reported on the balance sheets are estimated by management to approximate fair value primarily due to the short-term nature of the instruments. Cash in Excess of FDIC Insured Limits The Company maintains its cash in bank deposit accounts which, at times, may exceed federally insured limits. Accounts are guaranteed by the Federal Deposit Insurance Corporation (FDIC) up to $250,000, under current regulations. The Company did not have cash in excess of FDIC insured limits at September 30, 2020. Revenue Recognition The Company recognizes revenue in accordance with ASC 606 — Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from the commercial sales of products, licensing agreements and contracts to perform pilot studies by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied. There was no impact on the Company’s financial statements from ASC 606 for the nine months ended September 30, 2020, or the year ended December 31, 2019. Inventory consisted of $93,560 of raw materials, $42,622 of work in progress and $90,022 of finished goods at September 30, 2020. Inventory Inventories are stated at the lower of cost or market. Cost is determined on a standard cost basis that approximates the first-in, first-out (FIFO) method. Market is determined based on net realizable value. Appropriate consideration is given to obsolescence, excessive levels, deterioration, and other factors in evaluating net realizable value. Our cannabis products consist of cannabis flower grown in-house, along with produced extracts. Stock-Based Compensation The Company accounts for equity instruments issued to employees in accordance with the provisions of ASC 718 Stock Compensation (ASC 718) and Equity-Based Payments to Non-employees pursuant to ASC 505-50 (ASC 505-50). All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date of the fair value of the equity instrument issued is the earlier of the date on which the counterparty’s performance is complete or the date at which a commitment for performance by the counterparty to earn the equity instruments is reached because of sufficiently large disincentives for nonperformance. Basic and Diluted Loss Per Share The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the net loss adjusted on an “as if converted” basis, by the weighted average number of common shares outstanding plus potential dilutive securities. For the periods presented, potential dilutive securities had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share. Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the FASB that are adopted by the Company as of the specified effective date. If not discussed, management believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on the Company’s financial statements upon adoption. In August 2018, the FASB issued Accounting Standards Update (“ASU”) No. 2018-13, Fair Value Measurement (Topic 820). The new guidance removes, modifies and adds to certain disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement. The update is effective for annual reporting periods, including interim periods, beginning after December 15, 2019. The adoption of the new standard did not have an effect on our financial position, results of operations or cash flows. In January 2017, the FASB issued ASU No. 2017-04, Intangibles - Goodwill and Other (Topic 350) - Simplifying the Test for Goodwill Impairment. The update simplifies the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. An entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount, and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value, if applicable. The loss recognized should not exceed the total amount of goodwill allocated to the reporting unit. The same impairment test also applies to any reporting unit with a zero or negative carrying amount. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. The update is effective for annual reporting periods, including interim periods, beginning after December 15, 2019, on a prospective basis. The adoption of the new standard did not have an effect on our financial position, results of operations or cash flows. There are no other recently issued accounting pronouncements that the Company has yet to adopt that are expected to have a material effect on its financial position, results of operations, or cash flows. |
Going Concern
Going Concern | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | Note 2 –Going Concern As shown in the accompanying condensed consolidated financial statements as of September 30, 2020, the Company had cash on hand of $20,879, negative working capital of $592,394 and an accumulated deficit of $14,888,467, and the Company’s cash on hand will not be sufficient to sustain operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management is actively pursuing new customers to generate revenues. In addition, the Company is currently seeking additional sources of capital to fund short term operations. Management believes these factors will contribute toward achieving profitability. There can be no assurance that we will be successful in achieving these objectives, becoming profitable or continuing our business without either a temporary interruption or a permanent cessation. Additional financing may result in substantial dilution to existing stockholders. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of any uncertainty as to the Company’s ability to continue as a going concern. These financial statements also do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Mergers and Acquisitions
Mergers and Acquisitions | 9 Months Ended |
Sep. 30, 2020 | |
Business Combinations [Abstract] | |
Mergers and Acquisitions | Note 3 – Mergers and Acquisitions Acquisition On December 6, 2019, the Company, through its wholly-owned subsidiary OWP Ventures, Inc., acquired 51% of the outstanding shares of capital stock (the “Shares”) of Colombian Hope, S.A.S., then known as Colcannapy S.A.S., a Colombian company (“Colombian Hope”), for a purchase price of US$102,000, pursuant to a Share Purchase Agreement (the “Purchase Agreement”) among OWP Ventures, Inc. and Colombian Hope’s shareholders. Colombian Hope is the holder of a Colombian seed license and 23 registered Colombian cultivars. Concurrently, with the Company’s acquisition of the Shares, Federación Colombiana de Consejos Regionales (“Fedecoré”) was supposed to have purchased the remaining 49% of Colombian Hope’s outstanding shares of capital stock from Colombian Hope’s shareholders, so that the Company and Fedecoré would be the only shareholders of Colombian Hope. However, Fedecoré, a non-profit Colombian entity, was unable to acquire such shares, which were then acquired by OWP Ventures, Inc., resulting in 100% ownership. No assets or liabilities were acquired pursuant to the acquisition, resulting in $102,000 of goodwill that was impaired and expensed on December 31, 2019 due to the lack of current operations. To date, Colombian Hope has not incurred any income or expenses. |
Related Parties
Related Parties | 9 Months Ended |
Sep. 30, 2020 | |
Related Party Transactions [Abstract] | |
Related Parties | Note 4 – Related Parties Craig Ellins Separation On June 3, 2020, the Company entered into a Separation and Release Agreement with Craig Ellins (the “Separation Agreement”), pursuant to which Mr. Ellins resigned from all of his positions with the Company and its subsidiaries, including his positions as Chief Executive Officer and Chairman of the Board of the Company. Pursuant to the Separation Agreement, the Company (i) issued Mr. Ellins 2,000,000 shares of the Company’s Common Stock, (ii) reimbursed Mr. Ellins for $55,000 of expenses previously incurred by him on behalf of the Company, and (iii) agreed to make 12 monthly payments to Mr. Ellins in the amount of $8,000 each in the 12-month period following the date on which the Company has raised $1.5 million in gross proceeds from the sale of its securities following the date of the Separation Agreement. The Separation Agreement also contains mutual releases and prohibits Mr. Ellins from competing with the Company for a period of two years. Appointment of Isiah L. Thomas III as Chief Executive Officer and Vice Chairman On June 3, 2020, Isiah L. Thomas III was appointed to serve as the Company’s Chief Executive Officer and Vice Chairman pursuant to a letter agreement with the Company (the “Employment Agreement”). Pursuant to the Employment Agreement: ● Mr. Thomas is entitled to be paid a base salary of $120,000 in the first year of his employment; $240,000 in the second year of his employment; and $300,000 in the third year of his employment. ● The Company will have the option to pay Mr. Thomas’s salary with shares of the Company’s Common Stock until the Company has raised gross proceeds of at least $1.5 million from the sale of its securities following the date of his employment. If the Company so elects to pay his salary with shares of Common Stock, the number of shares of Common Stock shall be issued be equal to (a) 1.25 times the cash payment to which he would have been otherwise entitled, divided by (b) the closing price of the Common Stock on the day such cash payment was due. ● The Company has awarded Mr. Thomas 500,000 shares of the Company’s Common Stock, and an option (the “Option”) to purchase 5,500,000 shares of the Company’s Common Stock at an exercise price equal to $0.55 per share. The Option vests as to 1,500,000 shares immediately, as to 1,000,000 shares 120 days following the issuance of the Option (the “Second Vesting Date”), and as to the remaining 3,000,000 shares quarterly over the three years following the Second Vesting Date. Debt Repayment, Related Party On various dates between, July 2, 2020 and July 6, 2020, the Company repaid a total of $140,983 of indebtedness owed to MCKP Investments LLC, consisting of $136,000 of principal and $4,983 of interest. The Company’s Chairman of the Board, Dr. Kenneth Perego, II, is the controlling member of MCKP Investments LLC. Preferred Stock Sales On September 1, 2020, the Company received proceeds of $26,000 from the sale of 2,600 units to the Company’s Chairman of the Board, Dr. Ken Perego. Each unit consisted of one share of Series A Preferred Stock and five-year warrants to purchase 50 shares of common stock at an exercise price of $0.25 per share. The proceeds received were allocated between the preferred stock and warrants on a relative fair value basis. On July 10, 2020, the Company received proceeds of $110,000 from the sale of 11,000 units to the Company’s Chairman of the Board, Dr. Ken Perego. Each unit consisted of one share of Series A Preferred Stock and five-year warrants to purchase 50 shares of common stock at an exercise price of $0.25 per share. The proceeds received were allocated between the preferred stock and warrants on a relative fair value basis. Common Stock Issued for Services, Officers and Directors On May 31, 2020, the Company awarded 350,000 shares of common stock to the Company’s Chairman of the Board, Dr. Ken Perego, for services provided. The aggregate fair value of the common stock was $120,000 based on the closing price of the Company’s common stock on the date of grant. Common Stock Options Issued for Services, Directors On May 31, 2020, the Company awarded options to purchase 350,000 shares of the Company’s Common Stock at an exercise price equal to $0.56 per share to the Company’s Chairman of the Board, Dr. Ken Perego. The options will vest as to 116,667 shares immediately, with the remaining 233,333 shares quarterly over the following two years, beginning October 1, 2020. The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 302% and a call option value of $0.5599, was $195,959. The options are being expensed over the vesting period, resulting in $86,263 of stock-based compensation expense during the nine months ended September 30, 2020. As of September 30, 2020, a total of $109,696 of unamortized expenses are expected to be expensed over the vesting period. On May 31, 2020, the Company awarded options to purchase 350,000 shares of the Company’s Common Stock at an exercise price equal to $0.56 per share to one of the Company’s Directors, Bruce Raben. The options will vest as to 116,667 shares immediately, with the remaining 233,333 shares quarterly over the following two years, beginning October 1, 2020. The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 302% and a call option value of $0.5599, was $195,959. The options are being expensed over the vesting period, resulting in $86,263 of stock-based compensation expense during the nine months ended September 30, 2020. As of September 30, 2020, a total of $109,696 of unamortized expenses are expected to be expensed over the vesting period. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2020 | |
Investments, All Other Investments [Abstract] | |
Fair Value of Financial Instruments | Note 5 – Fair Value of Financial Instruments Under FASB ASC 820-10-5, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). The standard outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. Under GAAP, certain assets and liabilities must be measured at fair value, and FASB ASC 820-10-50 details the disclosures that are required for items measured at fair value. The Company has certain financial instruments that must be measured under the new fair value standard. The Company’s financial assets and liabilities are measured using inputs from the three levels of the fair value hierarchy. The three levels are as follows: Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2 - Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs). Level 3 - Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability. The following schedule summarizes the valuation of financial instruments at fair value on a recurring basis in the balance sheet as of September 30, 2020 and December 31, 2019, respectively: Fair Value Measurements at September 30, 2020 Level 1 Level 2 Level 3 Assets Cash $ 20,879 $ - $ - Right-of-use asset - - 423,695 Total assets 20,879 - 423,695 Liabilities Lease liabilities - - 435,325 Notes payable - 119,274 - Total liabilities - (119,274 ) (435,325 ) $ 20,879 $ (119,274 ) $ (11,630 ) Fair Value Measurements at December 31, 2019 Level 1 Level 2 Level 3 Assets Cash $ 282,380 $ - $ - Right-of-use asset - - 502,706 Total assets 282,380 - 502,706 Liabilities Lease liabilities - - 508,352 Convertible note payable - - 507,332 Notes payable - 130,000 - Total liabilities - 130,000 1,015,684 $ 282,380 $ (130,000 ) $ (512,978 ) There were no transfers of financial assets or liabilities between Level 1, Level 2 and Level 3 inputs for the nine months ended September 30, 2020 or the year ended December 31, 2019. |
Inventory
Inventory | 9 Months Ended |
Sep. 30, 2020 | |
Inventory Disclosure [Abstract] | |
Inventory | Note 6 – Inventory Inventories are stated at the lower of cost or market. Cost is determined on a standard cost basis that approximates the first-in, first-out (FIFO) method. Market is determined based on net realizable value. Appropriate consideration is given to obsolescence, excessive levels, deterioration, and other factors in evaluating net realizable value. Our cannabis products consist of cannabis flower grown in-house, along with produced extracts. Inventory consisted of $93,560 of raw materials, $42,622 of work in progress and $90,022 of finished goods at September 30, 2020, and $24,682 of raw materials at December 31, 2019, respectively. |
Other Current Assets
Other Current Assets | 9 Months Ended |
Sep. 30, 2020 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Current Assets | Note 7 – Other Current Assets Other current assets included the following as of September 30, 2020 and December 31, 2019, respectively: September 30, December 31, 2020 2019 VAT tax receivable $ 80,987 $ 54,814 Prepaid expenses 74,655 132,338 Other receivables 40,469 79,954 Total $ 195,811 $ 267,106 |
Security Deposits
Security Deposits | 9 Months Ended |
Sep. 30, 2020 | |
Security Deposits | |
Security Deposits | Note 8 – Security Deposits Security deposits included the following as of September 30, 2020 and December 31, 2019, respectively: September 30, December 31, 2020 2019 Refundable deposit on equipment purchase $ 50,000 $ 50,000 Security deposits on leases held in Colombia 15,741 18,033 Security deposit on office lease 4,494 4,494 Security deposit on utilities 660 - $ 70,895 $ 72,527 |
Fixed Assets
Fixed Assets | 9 Months Ended |
Sep. 30, 2020 | |
Property, Plant and Equipment [Abstract] | |
Fixed Assets | Note 9 – Fixed Assets Fixed assets consist of the following at September 30, 2020 and December 31, 2019, respectively: September 30, December 31, 2020 2019 Land $ 138,248 $ 138,248 Buildings 41,665 - Office equipment 44,027 44,027 Furniture and fixtures 27,914 27,914 Equipment and machinery 176,285 174,072 Construction in progress 329,146 335,231 757,285 719,492 Less: accumulated depreciation (45,335 ) (21,629 ) Total $ 711,950 $ 697,863 Construction in progress consists of equipment and capital improvements on the Popayán farm have not yet been placed in service. Depreciation and amortization expense totaled $23,706 and $9,432 for the nine months ended September 30, 2020 and 2019, respectively. |
Accrued Expenses
Accrued Expenses | 9 Months Ended |
Sep. 30, 2020 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Note 10 – Accrued Expenses Accrued expenses consisted of the following at September 30, 2020 and December 31, 2019, respectively: September 30, December 31, 2020 2019 Accrued payroll $ 97,132 $ 67,479 Accrued withholding taxes and employee benefits 10,123 14,386 Accrued ICA fees and contributions 83,371 1,912 Accrued interest 49,476 25,888 $ 240,102 $ 109,665 |
Leases
Leases | 9 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
Leases | Note 11 – Leases The Company’s corporate offices and operational facility in Colombia under non-cancelable real property lease agreements that expire on October 31, 2021 and September 30, 2029, respectively. The Company doesn’t have any other office or equipment leases subject to the recently adopted ASU 2016-02. In the locations in which it is economically feasible to continue to operate, management expects that lease options will be exercised. The Company’s corporate office is under a real property lease that contains a one-time renewal option for an additional 36 months that we determined would be reasonably certain to be extended, while the Company’s operational facility in Colombia contains a 60 month extension option that we did not determine to be reasonably certain to be extended. The office lease contains provisions requiring payment of property taxes, utilities, insurance, maintenance and other occupancy costs applicable to the leased premise. As the Company’s leases do not provide an implicit discount rate, the Company uses an incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The components of lease expense were as follows: For the Nine Months Ended September 30, 2020 Operating lease cost: Amortization of assets $ 45,388 Interest on lease liabilities 23,149 Total lease cost $ 68,537 Supplemental balance sheet information related to leases was as follows: September 30, 2020 Operating leases: Operating lease assets $ 423,695 Current portion of operating lease liabilities $ 58,155 Noncurrent operating lease liabilities 377,170 Total operating lease liabilities $ 435,325 Weighted average remaining lease term: Operating leases 9 years Weighted average discount rate: Operating leases 6.75 % Supplemental cash flow and other information related to leases was as follows: For the Nine Months Ended September 30, 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used for operating leases $ 73,027 Leased assets obtained in exchange for lease liabilities: Total operating lease liabilities $ 548,216 Future minimum annual lease commitments under non-cancelable operating leases are as follows at September 30, 2020: Operating Leases 2020 $ 28,566 2021 80,877 2022 34,528 2023 35,909 2024 37,345 Thereafter 198,669 Total minimum lease payments 415,894 Less interest 19,431 Present value of lease liabilities 435,325 Less current portion 58,155 Long-term lease liabilities $ 377,170 |
Convertible Note Payable
Convertible Note Payable | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Convertible Note Payable | Note 12 – Convertible Note Payable Convertible note payable consists of the following at September 30, 2020 and December 31, 2019, respectively: September 30, December 31, 2020 2019 On November 30, 2018, the Company received proceeds of $300,000 on a secured convertible note that carries a 6% interest rate from CSW Ventures, LP (“CSW”). The proceeds were used to fund the Company’s purchase of 875,000 shares of common stock, on a 1:4 split adjusted basis, of One World Pharma, Inc. The Note is due on demand. In the event that the Company consummated the closing of a public or private offering of its equity securities, resulting in gross proceeds of at least $500,000 (“Qualified Financing”) at any time prior to the repayment of this note, then the outstanding principal and unpaid interest may, at the option of the holder, be converted into such equity securities at a conversion price equal to eighty percent (80%) of the purchase price paid by the investors purchasing the equity securities in the Qualified Financing. A Qualified Financing subsequently occurred on February 4, 2019; at which time the convertible note became convertible at a fixed conversion price of $0.40 per share. The Company’s obligations under this Note are secured by a lien on the assets of the Company. On September 14, 2020, the principal was repaid by the issuance of 30,000 shares of Series A Convertible Preferred Stock to CSW in satisfaction of obligation to repay such principal. $ - $ 300,000 On July 22, 2019, a total of $207,332, consisting of $200,000 of principal and $7,332 of unpaid interest, on two outstanding demand notes owed to CSW that originated on November 26, 2018 and December 26, 2018, were exchanged for a convertible promissory note in the principal amount of $207,332, due on demand (the “Second Convertible CSW Note”). The Second Convertible CSW Note bears interest at 6% per annum and was convertible at the option of the holder into shares of common stock at a price of $0.50 per share. On September 14, 2020, the principal was repaid with $207,332 of such principal paid by the issuance of 20,733 shares of Series A Convertible Preferred Stock to CSW. - 207,332 Less: unamortized debt discounts - - Convertible note payable $ - $ 507,332 In addition, the Company recognized and measured the embedded beneficial conversion feature present in the convertible notes by allocating a portion of the proceeds equal to the intrinsic value of the feature to additional paid-in-capital. The intrinsic value of the feature was calculated on the commitment date using the effective conversion price of the convertible notes. This intrinsic value is limited to the portion of the proceeds allocated to the convertible debt. The aforementioned accounting treatment resulted in a total debt discounts equal to $332,332 for the year ended December 31, 2019. The Company recorded finance expense in the amount of $332,332 for the nine months ended September 30, 2019. The convertible note limits the maximum number of shares that can be owned by the note holder as a result of the conversions to common stock to 4.99% of the Company’s issued and outstanding shares. The Company recorded interest expense pursuant to the stated interest rates on the convertible notes in the amount of $21,516 and $17,079 for the nine months ended September 30, 2020 and 2019, respectively, and $332,332 of interest expense related to the debt discount for the nine months ended September 30, 2019. |
Notes Payable
Notes Payable | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 13 – Notes Payable Notes payable consists of the following at September 30, 2020 and December 31, 2019, respectively: September 30, December 31, 2020 2019 On May 4, 2020, the Company received an advance of $20,000 from Woodman Management pursuant to an unsecured promissory note due on demand that carried a 6% interest rate. The advance was repaid by the Company on May 14, 2020. $ - $ - On various dates between January 29, 2020 and March 31, 2020, the Company received advances from CSW Ventures, LP aggregating of $116,000, pursuant to unsecured promissory notes due on demand that carry a 6% interest rate, as follows: $25,000 – January 29, 2020 $25,000 – February 13, 2020 $15,000 – February 26, 2020 $15,000 – March 11, 2020 $ 6,000 – March 31, 2020 $10,000 – August 17, 2020 $20,000 – August 20, 2020 On September 14, 2020, the principal was repaid with $116,000 of such principal paid by the issuance of 11,600 shares of Series A Convertible Preferred Stock to CSW. - - On May 4, 2020, the Company, through its wholly-owned subsidiary OWP Ventures, Inc., borrowed $119,274 from Customers Bank (“Lender”), pursuant to a Promissory Note issued by OWP Ventures to Lender (the “PPP Note”). The loan was made pursuant to the Payroll Protection Program established as part of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The PPP Note bears interest at 1.00% per annum, payable monthly beginning December 4, 2020, and is due on May 4, 2022. The PPP Note may be repaid at any time without penalty. Under the Payroll Protection Program, the Company will be eligible for loan forgiveness up to the full amount of the PPP Note and any accrued interest. The forgiveness amount will be equal to the amount that the Company spends during the 24-week period beginning May 4, 2020 on payroll costs, payment of rent on any leases in force prior to February 15, 2020 and payment on any utility for which service began before February 15, 2020. The maximum amount of loan forgiveness for non-payroll expenses is 40% of the amount of the PPP Note. No assurance is provided that the Company will obtain forgiveness of the PPP Note in whole or in part. The PPP Note contains customary events of default relating to, among other things, payment defaults, breach of representations and warranties, or provisions of the promissory note. The occurrence of an event of default may result in a claim for the immediate repayment of all amounts outstanding under the PPP Note. 119,274 - On April 2, 2020, the Company received an advance of $6,000 from MCKP Investments LLC, a Company principally owned by the Company’s Chairman of the Board, Dr. Kenneth Perego, II, on an unsecured promissory note due on demand that carries a 6% interest rate. On July 2, 2020, the debt was repaid in full, including $90 of interest. - - On November 14, 2019, the Company received an advance of $50,000 from MCKP Investments LLC, pursuant to an unsecured promissory note due on demand that carries a 6% interest rate. On July 2, 2020, the debt was repaid in full, including $1,882 of interest. - 50,000 On November 14, 2019, the Company received an additional advance of $80,000 from MCKP Investments LLC, pursuant to an unsecured promissory note due on demand that carries a 6% interest rate. On July 2, 2020, the debt was repaid in full, including $3,011 of interest. - 80,000 Total notes payable $ 119,274 $ 130,000 The Company recorded interest expense in the amount of $7,055 and $6,674 for the nine months ended September 30, 2020 and 2019, respectively. The Company recognized interest expense for the nine months ended September 30, 2020 and 2019, as follows: September 30, September 30, 2020 2019 Interest on convertible notes $ 21,516 $ 17,079 Interest on advances from shareholders - 16,053 Interest on notes payable 7,055 6,674 Amortization of beneficial conversion features - 332,332 Interest on accounts payable - 8,611 Total interest expense $ 28,571 $ 380,749 |
Series A Preferred Stock
Series A Preferred Stock | 9 Months Ended |
Sep. 30, 2020 | |
Series Preferred Stock | |
Series A Preferred Stock | Note 14 – Series A Preferred Stock Preferred Stock The Company has 10,000,000 authorized shares of $0.001 par value “blank check” preferred stock, of which 500,000 shares have been designated Series A Preferred Stock. Each share of Preferred Stock is currently convertible into fifty (50) shares of the Company’s common stock. The Series A Preferred Stock accrues dividends at the rate of 6% per annum, payable annually in cash or additional shares of Series A Preferred Stock, at the Company’s election. As of September 30, 2020, there were 147,833 shares of Series A Preferred Stock issued and outstanding. The Series A Preferred Stock is presented as mezzanine equity on the balance sheet due to it carrying a stated value of $10 per share, and a deemed liquidation clause, which entitles the holder to receive, before and in preference to any distribution or payment of assets of the Corporation or the proceeds thereof may be made or set apart for the holders of junior securities an amount in cash equal to the stated value per share, plus an amount equal to any accrued and unpaid dividends. Preferred Stock Sales On various dates between April 14, 2020 and September 14, 2020, the Company received total proceeds of $1,478,330 from the sale of 147,833 units, consisting in the aggregate of 147,833 shares of Series A Preferred Stock and five-year warrants to purchase 7,391,650 shares of common stock at an exercise price of $0.25 per share to fourteen accredited investors. The proceeds received were allocated between the Series A Preferred Stock and warrants on a relative fair value basis. Preferred Stock Dividends The Series A Preferred Stock accrues dividends at the rate of 6% per annum, payable annually in cash or additional shares of Series A Preferred Stock, at the Company’s election. A total of $14,870 of dividends were payable as of September 30, 2020. |
Changes in Stockholders' Equity
Changes in Stockholders' Equity | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Changes in Stockholders' Equity | Note 15 – Changes in Stockholders’ Equity Common Stock The Company is authorized to issue an aggregate of 300,000,000 shares of common stock with a par value of $0.001. As of September 30, 2020, there were 51,235,305 shares of common stock issued and outstanding. Common Stock Issued on Subscriptions Payable On January 6, 2020, the Company issued 500,000 shares of common stock that were purchased on December 31, 2019 at $0.50 per share for proceeds of $25,000. Prior to the issuance, the purchase price was reflected on the Company’s balance sheet as subscriptions payable. Common Stock Awarded for Subscriptions Payable On September 21, 2020, the Company awarded 250,000 shares of common stock to a consultant for services performed. The aggregate fair value of the common stock was $45,000 based on the closing price of the Company’s common stock on the date of grant. The shares were subsequently issued on November 18, 2020. Prior to the issuance, the fair value of the shares was reflected on the Company’s balance sheet as subscriptions payable. Common Stock Issued for Services, Employees and Consultants On July 1, 2020, the Company awarded an aggregate of 875,000 shares of common stock to four employees and consultants for services provided. The aggregate fair value of the common stock was $332,500 based on the closing price of the Company’s common stock on the date of grant. On June 3, 2020, the Company awarded 200,000 shares of common stock to a consultant for services performed. The aggregate fair value of the common stock was $120,000 based on the closing price of the Company’s common stock on the date of grant. On various dates between January 4, 2020 and May 31, 2020, the Company awarded an aggregate of 2,006,000 shares of common stock to ten employees and consultants for services provided. The aggregate fair value of the common stock was $1,318,000 based on the closing price of the Company’s common stock on the date of grant. Common Stock Issued for Services, Officers and Directors On June 3, 2020, the Company awarded 500,000 shares of common stock to the Company’s Chief Executive Officer, Isiah L. Thomas III, as a signing bonus. The aggregate fair value of the common stock was $275,000 based on the closing price of the Company’s common stock on the date of grant. On June 3, 2020, the Company awarded 2,000,000 shares of common stock to the Company’s former Chief Executive Officer, Craig Ellins, pursuant to a Separation Agreement. The aggregate fair value of the common stock was $1,100,000 based on the closing price of the Company’s common stock on the date of grant. On May 31, 2020, the Company awarded 350,000 shares of common stock to the Company’s Chairman of the Board, Dr. Ken Perego, for services provided. The aggregate fair value of the common stock was $196,000 based on the closing price of the Company’s common stock on the date of grant. Amortization of Stock-Based Compensation A total of $1,875,623 of stock-based compensation expense was recognized from the amortization of options to purchase common stock over their vesting period during the nine months ended September 30, 2020. |
Common Stock Options
Common Stock Options | 9 Months Ended |
Sep. 30, 2020 | |
Common Stock Options | |
Common Stock Options | Note 16 – Common Stock Options Stock Incentive Plan On February 12, 2020, the Company’s stockholders approved our 2019 Stock Incentive Plan (the “2019 Plan”), which had been adopted by the Company’s Board of Directors (the “Board”) as of December 10, 2019. The 2019 Plan provides for the issuance of up to 10,000,000 shares of common stock to the Company and its subsidiaries’ employees, officers, directors, consultants and advisors, stock options (non-statutory and incentive), restricted stock awards, stock appreciation rights (“SARs”), restricted stock units (“RSUs”) and other performance stock awards. Options granted under the 2019 Plan may either be intended to qualify as incentive stock options under the Internal Revenue Code of 1986, or may be non-qualified options, and are exercisable over periods not exceeding ten years from date of grant. Unless sooner terminated in accordance with its terms, the Stock Plan will terminate on December 10, 2029. Common Stock Options Issued for Services On July 1, 2020, the Company awarded options to purchase 125,000 shares of the Company’s Common Stock at an exercise price equal to $0.38 per share to a consultant. The options were issued outside of the Company’s 2019 Plan and are exercisable over a ten year period. The options will vest quarterly over six months. The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 303% and a call option value of $0.3798, was $47,476. The options are being expensed over the vesting period, resulting in $23,738 of stock-based compensation expense during the nine months ended September 30, 2020. As of September 30, 2020, a total of $23,738 of unamortized expenses are expected to be expensed over the vesting period. On July 1, 2020, the Company awarded options to purchase 1,000,000 shares of the Company’s Common Stock at an exercise price equal to $0.38 per share to a consultant. The options were issued outside of the Company’s 2019 Plan and are exercisable over a ten year period. The options will vest quarterly over three years. The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 303% and a call option value of $0.38, was $379,958. The options are being expensed over the vesting period, resulting in $31,663 of stock-based compensation expense during the nine months ended September 30, 2020. As of September 30, 2020, a total of $348,295 of unamortized expenses are expected to be expensed over the vesting period. On July 1, 2020, the Company awarded options to purchase 125,000 shares of the Company’s Common Stock at an exercise price equal to $0.38 per share to a consultant for Advisory Board services. The options were issued outside of the Company’s 2019 Plan and are exercisable over a ten year period. The options will vest quarterly over one year. The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 303% and a call option value of $0.3799, was $47,482. The options are being expensed over the vesting period, resulting in $11,871 of stock-based compensation expense during the nine months ended September 30, 2020. As of September 30, 2020, a total of $35,611 of unamortized expenses are expected to be expensed over the vesting period. On June 3, 2020, the Company awarded options to purchase 5,500,000 shares of the Company’s Common Stock at an exercise price equal to $0.55 per share to Isiah L. Thomas III, the Company’s Chief Executive Officer and Vice Chairman. The options were issued outside of the Company’s 2019 Plan and are exercisable over a ten year period. The options vest as to 1,500,000 shares immediately, as to 1,000,000 shares 120 days following the issuance of the option (the “Second Vesting Date”), and as to the remaining 3,000,000 shares vesting quarterly over the three years following the Second Vesting Date. The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 301% and a call option value of $0.5499, was $3,024,689. The options are being expensed over the vesting period, resulting in $1,040,366 of stock-based compensation expense during the nine months ended September 30, 2020. As of September 30, 2020, a total of $1,984,323 of unamortized expenses are expected to be expensed over the vesting period. On May 31, 2020, the Company awarded options to purchase 350,000 shares of the Company’s Common Stock at an exercise price equal to $0.56 per share to the Company’s Chairman of the Board, Dr. Ken Perego. The options vest as to 116,667 shares immediately, with the remaining 233,333 shares vesting quarterly over the following two years, beginning October 1, 2020. The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 302% and a call option value of $0.5599, was $195,959. The options are being expensed over the vesting period, resulting in $86,263 of stock-based compensation expense during the nine months ended September 30, 2020. As of September 30, 2020, a total of $109,696 of unamortized expenses are expected to be expensed over the vesting period. On May 31, 2020, the Company awarded options to purchase 350,000 shares of the Company’s Common Stock at an exercise price equal to $0.56 per share to Bruce Raben, a Director of the Company. The options vest as to 116,667 shares immediately, with the remaining 233,333 shares vesting quarterly over the following two years, beginning October 1, 2020. The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 302% and a call option value of $0.5599, was $195,959. The options are being expensed over the vesting period, resulting in $86,263 of stock-based compensation expense during the nine months ended September 30, 2020. As of September 30, 2020, a total of $109,696 of unamortized expenses are expected to be expensed over the vesting period. On May 31, 2020, the Company awarded options to purchase an aggregate 2,000,000 shares of the Company’s Common Stock at an exercise price equal to $0.56 per share to eight consultants and employees. The options vest as to 666,667 shares immediately, with the remaining 1,333,333 shares vesting quarterly over the following three years, beginning October 1, 2020. The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 302% and a call option value of $0.5599, was $1,119,873. The options are being expensed over the vesting period, resulting in $454,181 of stock-based compensation expense during the nine months ended September 30, 2020. As of September 30, 2020, a total of $665,692 of unamortized expenses are expected to be expensed over the vesting period. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 17 – Income Taxes The Company accounts for income taxes under FASB ASC 740-10, which requires use of the liability method. FASB ASC 740-10-25 provides that deferred tax assets and liabilities are recorded based on the differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes, referred to as temporary differences. For the nine months ended September 30, 2020, and the year ended December 31, 2019, the Company incurred a net operating loss and, accordingly, no provision for income taxes has been recorded. In addition, no benefit for income taxes has been recorded due to the uncertainty of the realization of any tax assets. At September 30, 2020, the Company had approximately $5,748,000 of federal net operating losses. The net operating loss carry forwards, if not utilized, will begin to expire in 2025. Based on the available objective evidence, including the Company’s history of its loss, management believes it is more likely than not that the net deferred tax assets will not be fully realizable. Accordingly, the Company provided for a full valuation allowance against its net deferred tax assets at September 30, 2020 and December 31, 2019, respectively. In accordance with FASB ASC 740, the Company has evaluated its tax positions and determined there are no uncertain tax positions. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 18 – Subsequent Events Debt Financing On October 28, 2020, the Company received an advance of $50,000 from the Company’s Chief Executive Officer, Isiah L Thomas, III, pursuant to an unsecured promissory note due on demand that carried a 6% interest rate. Preferred Stock Sales On October 28, 2020, the Company received proceeds of $50,000 from the sale of 5,000 units to SWC Medical LLC. Each unit consisted of one share of Series A Preferred Stock and five-year warrants to purchase 50 shares of common stock at an exercise price of $0.25 per share. The proceeds received were allocated between the preferred stock and warrants on a relative fair value basis. Common Stock Issued on Subscriptions Payable On November 19, 2020, the Company issued 250,000 shares of common stock awarded on September 21, 2020 to a consultant for services performed. Prior to the issuance, the fair value of such shares was reflected on the Company’s balance sheet as subscriptions payable. |
Nature of Business and Signif_2
Nature of Business and Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Nature of Business | Nature of Business One World Pharma, Inc. (the “Company,” “we,” “our” or “us”) was incorporated in Nevada on September 2, 2014. On February 21, 2019, One World Pharma, Inc. (“One World Pharma”) entered into an Agreement and Plan of Merger with OWP Merger Subsidiary, Inc., our wholly-owned subsidiary, and OWP Ventures, Inc. (“OWP Ventures”), which is the parent company of One World Pharma SAS, a Colombian company (“OWP Colombia”). Pursuant to the Merger Agreement, we acquired OWP Ventures (and indirectly, OWP Colombia) by the merger of OWP Merger Subsidiary with and into OWP Ventures, with OWP Ventures being the surviving entity as our wholly-owned subsidiary (the “Merger”). As a result of the Merger (a) holders of the outstanding capital stock of OWP Ventures received an aggregate of 39,475,398 shares of our common stock; (b) options to purchase 825,000 shares of common stock of OWP Ventures at an exercise price of $0.50 automatically converted into options to purchase 825,000 shares of our common stock at an exercise price of $0.50; (c) the outstanding principal and interest under a $300,000 convertible note issued by OWP Ventures became convertible, at the option of the holder, into shares of our common stock at a conversion price equal to the lesser of $0.424 per share or 80% of the price we sell our common stock in a future “Qualified Offering”; (d) 875,000 shares of our common stock owned by OWP Ventures prior to the Merger were cancelled; and (e) OWP Ventures’ chief operating officer became our chief operating officer and two of OWP Ventures’ directors became members of our board of directors. The Company’s headquarters are located in Las Vegas, Nevada, and all of its customers are expected to be outside of the United States. On January 10, 2019, the Company changed its name from Punto Group, Corp. to One World Pharma, Inc. OWP Ventures is a holding company formed in Delaware on March 27, 2018 to enter and support the cannabis industry, and on May 30, 2018, it acquired OWP Colombia. OWP Colombia is a licensed cannabis cultivation, production and distribution (export) company located in Popayán, Colombia (nearest major city is Cali). We plan to be a producer of raw cannabis and hemp plant ingredients for both medical and industrial uses across the globe. We have received licenses to cultivate, produce and distribute the raw ingredients of the cannabis and hemp plant for medicinal, scientific and industrial purposes. Specifically, we are one of the few companies in Colombia to receive seed, cultivation, extraction and export licenses from the Colombian government. Currently, we own approximately 30 acres and have a covered greenhouse built specifically to cultivate high-grade cannabis and hemp. In addition, we have entered into agreements with local farming co-operatives that include small farmers and indigenous tribe members, under which they will cultivate cannabis on up to approximately 140 acres of land using our seeds and propagation techniques, and sell their harvested products to us on an exclusive basis. We planted our first crop of cannabis in 2018, which we began harvesting in the first quarter of 2019 for the purpose of further research and development activities and quality control testing of the cannabis we have produced. We began generating revenue from the sale of our seeds in the second quarter of 2020. The Merger was accounted for as a reverse merger (recapitalization) with OWP Ventures deemed to be the accounting acquirer. Accordingly, the financial statements included in this Quarterly Report on Form 10-Q reflect the historical operations of OWP Ventures and its wholly-owned subsidiary OWP SAS prior to the Merger, and that of the combined company following the Merger. The historical financial information for One World Pharma, Inc. (formerly Punto Group Corp.) prior to the Merger has been omitted. |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) and the rules of the Securities and Exchange Commission (SEC). Intercompany accounts and transactions have been eliminated. The unaudited condensed consolidated financial statements of the Company and the accompanying notes included in this Quarterly Report on Form 10-Q are unaudited. In the opinion of management, all adjustments necessary for a fair presentation of the Condensed Consolidated Financial Statements have been included. Such adjustments are of a normal, recurring nature. The Condensed Consolidated Financial Statements, and the accompanying notes, are prepared in accordance with GAAP and do not contain certain information included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019. The interim Condensed Consolidated Financial Statements should be read in conjunction with that Annual Report on Form 10-K. Results for the interim periods presented are not necessarily indicative of the results that might be expected for the entire fiscal year. |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the following entities, all of which were under common control and ownership at September 30, 2020: State of Name of Entity Incorporation Relationship One World Pharma, Inc. (1) Nevada Parent OWP Ventures, Inc. (2) Delaware Subsidiary One World Pharma S.A.S. (3) Colombia Subsidiary Colombian Hope, S.A.S. (4) Colombia Subsidiary (1) Holding company in the form of a corporation. (2) Holding company in the form of a corporation and wholly-owned subsidiary of One World Pharma, Inc. (3) Wholly-owned subsidiary of OWP Ventures, Inc. since May 30, 2018, located in Colombia and legally constituted as a simplified stock company registered in the Chamber of Commerce of Bogotá on July 18, 2017. Its headquarters are located in Bogotá. (4) Wholly-owned subsidiary of OWP Ventures, Inc., acquired on November 19, 2019, located in Colombia and legally constituted as a simplified stock company. This company has yet to incur any income or expenses. The consolidated financial statements herein contain the operations of the wholly-owned subsidiaries listed above. The Company’s headquarters are located in Las Vegas, Nevada and substantially all of its production efforts are within Popayán, Colombia. |
Foreign Currency Translation | Foreign Currency Translation The functional currency of the Company is Columbian Peso (COP). The Company has maintained its financial statements using the functional currency, and translated those financial statements to the US Dollar (USD) throughout this report. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at rates of exchange prevailing at the balance sheet dates. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Exchange gains or losses arising from foreign currency transactions are included in the determination of net income (loss) for the respective periods. |
Comprehensive Income | Comprehensive Income The Company has adopted the Financial Accounting Standards Boards (“FASB”) Accounting Standards Codification (“ASC”) 220, Reporting Comprehensive Income, which establishes standards for reporting and displaying comprehensive income, its components, and accumulated balances in a full-set of general-purpose financial statements. Accumulated other comprehensive income represents the accumulated balance of foreign currency translation adjustments. |
Use of Estimates | 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 the 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 those estimates. |
Segment Reporting | Segment Reporting ASC Topic 280, “Segment Reporting,” requires use of the “management approach” model for segment reporting. The management approach model is based on the way a company’s management organizes segments within the company for making operating decisions and assessing performance. The Company operates as a single segment and will evaluate additional segment disclosure requirements as it expands its operations. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Under ASC 820-10-05, the FASB establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. This Statement reaffirms that fair value is the relevant measurement attribute. The adoption of this standard did not have a material effect on the Company’s financial statements as reflected herein. The carrying amounts of cash, accounts receivable, accounts payable and accrued expenses reported on the balance sheets are estimated by management to approximate fair value primarily due to the short-term nature of the instruments. |
Cash in Excess of FDIC Insured Limits | Cash in Excess of FDIC Insured Limits The Company maintains its cash in bank deposit accounts which, at times, may exceed federally insured limits. Accounts are guaranteed by the Federal Deposit Insurance Corporation (FDIC) up to $250,000, under current regulations. The Company did not have cash in excess of FDIC insured limits at September 30, 2020. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with ASC 606 — Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from the commercial sales of products, licensing agreements and contracts to perform pilot studies by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied. There was no impact on the Company’s financial statements from ASC 606 for the nine months ended September 30, 2020, or the year ended December 31, 2019. Inventory consisted of $93,560 of raw materials, $42,622 of work in progress and $90,022 of finished goods at September 30, 2020. |
Inventory | Inventory Inventories are stated at the lower of cost or market. Cost is determined on a standard cost basis that approximates the first-in, first-out (FIFO) method. Market is determined based on net realizable value. Appropriate consideration is given to obsolescence, excessive levels, deterioration, and other factors in evaluating net realizable value. Our cannabis products consist of cannabis flower grown in-house, along with produced extracts. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for equity instruments issued to employees in accordance with the provisions of ASC 718 Stock Compensation (ASC 718) and Equity-Based Payments to Non-employees pursuant to ASC 505-50 (ASC 505-50). All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date of the fair value of the equity instrument issued is the earlier of the date on which the counterparty’s performance is complete or the date at which a commitment for performance by the counterparty to earn the equity instruments is reached because of sufficiently large disincentives for nonperformance. |
Basic and Diluted Loss Per Share | Basic and Diluted Loss Per Share The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the net loss adjusted on an “as if converted” basis, by the weighted average number of common shares outstanding plus potential dilutive securities. For the periods presented, potential dilutive securities had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the FASB that are adopted by the Company as of the specified effective date. If not discussed, management believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on the Company’s financial statements upon adoption. In August 2018, the FASB issued Accounting Standards Update (“ASU”) No. 2018-13, Fair Value Measurement (Topic 820). The new guidance removes, modifies and adds to certain disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement. The update is effective for annual reporting periods, including interim periods, beginning after December 15, 2019. The adoption of the new standard did not have an effect on our financial position, results of operations or cash flows. In January 2017, the FASB issued ASU No. 2017-04, Intangibles - Goodwill and Other (Topic 350) - Simplifying the Test for Goodwill Impairment. The update simplifies the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. An entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount, and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value, if applicable. The loss recognized should not exceed the total amount of goodwill allocated to the reporting unit. The same impairment test also applies to any reporting unit with a zero or negative carrying amount. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. The update is effective for annual reporting periods, including interim periods, beginning after December 15, 2019, on a prospective basis. The adoption of the new standard did not have an effect on our financial position, results of operations or cash flows. There are no other recently issued accounting pronouncements that the Company has yet to adopt that are expected to have a material effect on its financial position, results of operations, or cash flows. |
Nature of Business and Signif_3
Nature of Business and Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Common Control and Ownership Interest | The accompanying consolidated financial statements include the accounts of the following entities, all of which were under common control and ownership at September 30, 2020: State of Name of Entity Incorporation Relationship One World Pharma, Inc. (1) Nevada Parent OWP Ventures, Inc. (2) Delaware Subsidiary One World Pharma S.A.S. (3) Colombia Subsidiary Colombian Hope, S.A.S. (4) Colombia Subsidiary (1) Holding company in the form of a corporation. (2) Holding company in the form of a corporation and wholly-owned subsidiary of One World Pharma, Inc. (3) Wholly-owned subsidiary of OWP Ventures, Inc. since May 30, 2018, located in Colombia and legally constituted as a simplified stock company registered in the Chamber of Commerce of Bogotá on July 18, 2017. Its headquarters are located in Bogotá. (4) Wholly-owned subsidiary of OWP Ventures, Inc., acquired on November 19, 2019, located in Colombia and legally constituted as a simplified stock company. This company has yet to incur any income or expenses. |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Investments, All Other Investments [Abstract] | |
Schedule of Valuation of Financial Instruments at Fair Value on a Recurring Basis | The following schedule summarizes the valuation of financial instruments at fair value on a recurring basis in the balance sheet as of September 30, 2020 and December 31, 2019, respectively: Fair Value Measurements at September 30, 2020 Level 1 Level 2 Level 3 Assets Cash $ 20,879 $ - $ - Right-of-use asset - - 423,695 Total assets 20,879 - 423,695 Liabilities Lease liabilities - - 435,325 Notes payable - 119,274 - Total liabilities - (119,274 ) (435,325 ) $ 20,879 $ (119,274 ) $ (11,630 ) Fair Value Measurements at December 31, 2019 Level 1 Level 2 Level 3 Assets Cash $ 282,380 $ - $ - Right-of-use asset - - 502,706 Total assets 282,380 - 502,706 Liabilities Lease liabilities - - 508,352 Convertible note payable - - 507,332 Notes payable - 130,000 - Total liabilities - 130,000 1,015,684 $ 282,380 $ (130,000 ) $ (512,978 ) |
Other Current Assets (Tables)
Other Current Assets (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other Current Assets | Other current assets included the following as of September 30, 2020 and December 31, 2019, respectively: September 30, December 31, 2020 2019 VAT tax receivable $ 80,987 $ 54,814 Prepaid expenses 74,655 132,338 Other receivables 40,469 79,954 Total $ 195,811 $ 267,106 |
Security Deposits (Tables)
Security Deposits (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Security Deposits | |
Schedule of Security Deposits | Security deposits included the following as of September 30, 2020 and December 31, 2019, respectively: September 30, December 31, 2020 2019 Refundable deposit on equipment purchase $ 50,000 $ 50,000 Security deposits on leases held in Colombia 15,741 18,033 Security deposit on office lease 4,494 4,494 Security deposit on utilities 660 - $ 70,895 $ 72,527 |
Fixed Assets (Tables)
Fixed Assets (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Fixed Assets | Fixed assets consist of the following at September 30, 2020 and December 31, 2019, respectively: September 30, December 31, 2020 2019 Land $ 138,248 $ 138,248 Buildings 41,665 - Office equipment 44,027 44,027 Furniture and fixtures 27,914 27,914 Equipment and machinery 176,285 174,072 Construction in progress 329,146 335,231 757,285 719,492 Less: accumulated depreciation (45,335 ) (21,629 ) Total $ 711,950 $ 697,863 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consisted of the following at September 30, 2020 and December 31, 2019, respectively: September 30, December 31, 2020 2019 Accrued payroll $ 97,132 $ 67,479 Accrued withholding taxes and employee benefits 10,123 14,386 Accrued ICA fees and contributions 83,371 1,912 Accrued interest 49,476 25,888 $ 240,102 $ 109,665 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
Schedule of Components of Lease Expense | The components of lease expense were as follows: For the Nine Months Ended September 30, 2020 Operating lease cost: Amortization of assets $ 45,388 Interest on lease liabilities 23,149 Total lease cost $ 68,537 |
Schedule of Supplemental Balance Sheet Information Related to Leases | Supplemental balance sheet information related to leases was as follows: September 30, 2020 Operating leases: Operating lease assets $ 423,695 Current portion of operating lease liabilities $ 58,155 Noncurrent operating lease liabilities 377,170 Total operating lease liabilities $ 435,325 Weighted average remaining lease term: Operating leases 9 years Weighted average discount rate: Operating leases 6.75 % |
Schedule of Supplemental Cash Flow Related to Leases | Supplemental cash flow and other information related to leases was as follows: For the Nine Months Ended September 30, 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used for operating leases $ 73,027 Leased assets obtained in exchange for lease liabilities: Total operating lease liabilities $ 548,216 |
Schedule of Operating Lease Liability Maturity | Future minimum annual lease commitments under non-cancelable operating leases are as follows at September 30, 2020: Operating Leases 2020 $ 28,566 2021 80,877 2022 34,528 2023 35,909 2024 37,345 Thereafter 198,669 Total minimum lease payments 415,894 Less interest 19,431 Present value of lease liabilities 435,325 Less current portion 58,155 Long-term lease liabilities $ 377,170 |
Convertible Note Payable (Table
Convertible Note Payable (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Note Payable | Convertible note payable consists of the following at September 30, 2020 and December 31, 2019, respectively: September 30, December 31, 2020 2019 On November 30, 2018, the Company received proceeds of $300,000 on a secured convertible note that carries a 6% interest rate from CSW Ventures, LP (“CSW”). The proceeds were used to fund the Company’s purchase of 875,000 shares of common stock, on a 1:4 split adjusted basis, of One World Pharma, Inc. The Note is due on demand. In the event that the Company consummated the closing of a public or private offering of its equity securities, resulting in gross proceeds of at least $500,000 (“Qualified Financing”) at any time prior to the repayment of this note, then the outstanding principal and unpaid interest may, at the option of the holder, be converted into such equity securities at a conversion price equal to eighty percent (80%) of the purchase price paid by the investors purchasing the equity securities in the Qualified Financing. A Qualified Financing subsequently occurred on February 4, 2019; at which time the convertible note became convertible at a fixed conversion price of $0.40 per share. The Company’s obligations under this Note are secured by a lien on the assets of the Company. On September 14, 2020, the principal was repaid by the issuance of 30,000 shares of Series A Convertible Preferred Stock to CSW in satisfaction of obligation to repay such principal. $ - $ 300,000 On July 22, 2019, a total of $207,332, consisting of $200,000 of principal and $7,332 of unpaid interest, on two outstanding demand notes owed to CSW that originated on November 26, 2018 and December 26, 2018, were exchanged for a convertible promissory note in the principal amount of $207,332, due on demand (the “Second Convertible CSW Note”). The Second Convertible CSW Note bears interest at 6% per annum and was convertible at the option of the holder into shares of common stock at a price of $0.50 per share. On September 14, 2020, the principal was repaid with $207,332 of such principal paid by the issuance of 20,733 shares of Series A Convertible Preferred Stock to CSW. - 207,332 Less: unamortized debt discounts - - Convertible note payable $ - $ 507,332 |
Notes Payable (Tables)
Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | Notes payable consists of the following at September 30, 2020 and December 31, 2019, respectively: September 30, December 31, 2020 2019 On May 4, 2020, the Company received an advance of $20,000 from Woodman Management pursuant to an unsecured promissory note due on demand that carried a 6% interest rate. The advance was repaid by the Company on May 14, 2020. $ - $ - On various dates between January 29, 2020 and March 31, 2020, the Company received advances from CSW Ventures, LP aggregating of $116,000, pursuant to unsecured promissory notes due on demand that carry a 6% interest rate, as follows: $25,000 – January 29, 2020 $25,000 – February 13, 2020 $15,000 – February 26, 2020 $15,000 – March 11, 2020 $ 6,000 – March 31, 2020 $10,000 – August 17, 2020 $20,000 – August 20, 2020 On September 14, 2020, the principal was repaid with $116,000 of such principal paid by the issuance of 11,600 shares of Series A Convertible Preferred Stock to CSW. - - On May 4, 2020, the Company, through its wholly-owned subsidiary OWP Ventures, Inc., borrowed $119,274 from Customers Bank (“Lender”), pursuant to a Promissory Note issued by OWP Ventures to Lender (the “PPP Note”). The loan was made pursuant to the Payroll Protection Program established as part of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The PPP Note bears interest at 1.00% per annum, payable monthly beginning December 4, 2020, and is due on May 4, 2022. The PPP Note may be repaid at any time without penalty. Under the Payroll Protection Program, the Company will be eligible for loan forgiveness up to the full amount of the PPP Note and any accrued interest. The forgiveness amount will be equal to the amount that the Company spends during the 24-week period beginning May 4, 2020 on payroll costs, payment of rent on any leases in force prior to February 15, 2020 and payment on any utility for which service began before February 15, 2020. The maximum amount of loan forgiveness for non-payroll expenses is 40% of the amount of the PPP Note. No assurance is provided that the Company will obtain forgiveness of the PPP Note in whole or in part. The PPP Note contains customary events of default relating to, among other things, payment defaults, breach of representations and warranties, or provisions of the promissory note. The occurrence of an event of default may result in a claim for the immediate repayment of all amounts outstanding under the PPP Note. 119,274 - On April 2, 2020, the Company received an advance of $6,000 from MCKP Investments LLC, a Company principally owned by the Company’s Chairman of the Board, Dr. Kenneth Perego, II, on an unsecured promissory note due on demand that carries a 6% interest rate. On July 2, 2020, the debt was repaid in full, including $90 of interest. - - On November 14, 2019, the Company received an advance of $50,000 from MCKP Investments LLC, pursuant to an unsecured promissory note due on demand that carries a 6% interest rate. On July 2, 2020, the debt was repaid in full, including $1,882 of interest. - 50,000 On November 14, 2019, the Company received an additional advance of $80,000 from MCKP Investments LLC, pursuant to an unsecured promissory note due on demand that carries a 6% interest rate. On July 2, 2020, the debt was repaid in full, including $3,011 of interest. - 80,000 Total notes payable $ 119,274 $ 130,000 |
Schedule of Interest Expenses | The Company recognized interest expense for the nine months ended September 30, 2020 and 2019, as follows: September 30, September 30, 2020 2019 Interest on convertible notes $ 21,516 $ 17,079 Interest on advances from shareholders - 16,053 Interest on notes payable 7,055 6,674 Amortization of beneficial conversion features - 332,332 Interest on accounts payable - 8,611 Total interest expense $ 28,571 $ 380,749 |
Nature of Business and Signif_4
Nature of Business and Significant Accounting Policies (Details Narrative) | Feb. 21, 2019USD ($)$ / sharesshares | Sep. 30, 2020USD ($)Number | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($) |
Proceeds from issuance convertible note | $ 500,000 | |||
Number of operating segments | Number | 1 | |||
FDIC insured amount | $ 250,000 | |||
Cash uninsured amount | ||||
Inventory raw materials | 93,560 | $ 24,682 | ||
Inventory work in process | 42,622 | |||
Inventory finished goods | $ 90,022 | |||
Merger Agreement [Member] | ||||
Options to purchase common stock | shares | 825,000 | |||
Common stock exercise price | $ / shares | $ 0.50 | |||
Merger Agreement [Member] | OWP Ventures, Inc. [Member] | ||||
Number of stock issued | shares | 39,475,398 | |||
Options to purchase common stock | shares | 825,000 | |||
Common stock exercise price | $ / shares | $ 0.50 | |||
Proceeds from issuance convertible note | $ 300,000 | |||
Conversion price | $ / shares | $ 0.424 | |||
Number of shares cancelled | shares | 875,000 | |||
Nature of business, description | As a result of the Merger (a) holders of the outstanding capital stock of OWP Ventures received an aggregate of 39,475,398 shares of our common stock; (b) options to purchase 825,000 shares of common stock of OWP Ventures at an exercise price of $0.50 automatically converted into options to purchase 825,000 shares of our common stock at an exercise price of $0.50; (c) the outstanding principal and interest under a $300,000 convertible note issued by OWP Ventures became convertible, at the option of the holder, into shares of our common stock at a conversion price equal to the lesser of $0.424 per share or 80% of the price we sell our common stock in a future "Qualified Offering"; (d) 875,000 shares of our common stock owned by OWP Ventures prior to the Merger were cancelled; and (e) OWP Ventures' chief operating officer became our chief operating officer and two of OWP Ventures' directors became members of our board of directors. |
Nature of Business and Signif_5
Nature of Business and Significant Accounting Policies - Schedule of Common Control and Ownership Interest (Details) | 9 Months Ended | |
Sep. 30, 2020 | ||
Name of Entity | One World Pharma, Inc. | |
One World Pharma, Inc [Member] | ||
Name of Entity | One World Pharma, Inc | [1] |
State of Incorporation | NV | [1] |
Relationship | Parent | [1] |
OWP Ventures, Inc. [Member] | ||
Name of Entity | OWP Ventures, Inc. | [2] |
State of Incorporation | DE | [2] |
Relationship | Subsidiary | [2] |
One World Pharma S.A.S. [Member] | ||
Name of Entity | One World Pharma S.A.S. | [3] |
State of Incorporation | CO | [3] |
Relationship | Subsidiary | [3] |
Colombian Hope, S.A.S. [Member] | ||
Name of Entity | Colombian Hope, S.A.S | [4] |
State of Incorporation | CO | [4] |
Relationship | Subsidiary | [4] |
[1] | Holding company in the form of a corporation. | |
[2] | Holding company in the form of a corporation and wholly-owned subsidiary of One World Pharma, Inc. | |
[3] | Wholly-owned subsidiary of OWP Ventures, Inc. since May 30, 2018, located in Colombia and legally constituted as a simplified stock company registered in the Chamber of Commerce of Bogota on July 18, 2017. Its headquarters are located in Bogota. | |
[4] | Wholly-owned subsidiary of OWP Ventures, Inc., acquired on November 19, 2019, located in Colombia and legally constituted as a simplified stock company. This company has yet to incur any income or expenses. |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Cash on hand | $ 20,879 | $ 282,380 |
Negative working capital | (592,394) | |
Accumulated deficit | $ (14,888,467) | $ (8,167,166) |
Mergers and Acquisitions (Detai
Mergers and Acquisitions (Details Narrative) - USD ($) | Dec. 06, 2019 | Dec. 31, 2019 | Sep. 30, 2020 |
Ownership percentage | 4.99% | ||
Acquisition description | Concurrently, with the Company's acquisition of the Shares, Federación Colombiana de Consejos Regionales ("Fedecoré") was supposed to have purchased the remaining 49% of Colombian Hope's outstanding shares of capital stock from Colombian Hope's shareholders, so that the Company and Fedecoré would be the only shareholders of Colombian Hope. | ||
Goodwill impairment | $ 102,000 | ||
OWP Ventures, Inc. [Member] | |||
Ownership percentage | 100.00% | ||
Colombian Hope, S.A.S. [Member] | OWP Ventures, Inc. [Member] | |||
Ownership percentage | 51.00% | ||
Share Purchase Agreement [Member] | Colombian Hope, S.A.S. [Member] | OWP Ventures, Inc. [Member] | |||
Acquisition purchase price | $ 102,000 |
Related Parties (Details Narrat
Related Parties (Details Narrative) | Sep. 01, 2020USD ($)$ / sharesshares | Jul. 10, 2020USD ($)$ / sharesshares | Jul. 06, 2020USD ($) | Jun. 03, 2020USD ($)shares | May 31, 2020USD ($)shares | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) |
Common stock issued | shares | 500,000 | |||||||
Issuance of common stock | $ 2,254,500 | $ 4,204,500 | ||||||
Stock option exercise | shares | 5,500,000 | |||||||
Stock option exercise price | 0.55 | |||||||
Option vests shares immediate | shares | 1,500,000 | |||||||
Share-based compensation | 3,386,498 | $ 175,000 | ||||||
Second Vesting Date [Member] | ||||||||
Option vests shares immediate | shares | 1,000,000 | |||||||
Three Year Second Vesting Date [Member] | ||||||||
Option vests shares immediate | shares | 3,000,000 | |||||||
Employment Agreement [Member] | First Year [Member] | ||||||||
Base salary to be paid | $ 120,000 | |||||||
Employment Agreement [Member] | Second Year [Member] | ||||||||
Base salary to be paid | 240,000 | |||||||
Employment Agreement [Member] | Third Year [Member] | ||||||||
Base salary to be paid | $ 300,000 | |||||||
Mr Craig Filins [Member] | ||||||||
Common stock issued | shares | 2,000,000 | |||||||
Separation and release agreement disclosure | On June 3, 2020, the Company entered into a Separation and Release Agreement with Craig Ellins (the "Separation Agreement"), pursuant to which Mr. Ellins resigned from all of his positions with the Company and its subsidiaries, including his positions as Chief Executive Officer and Chairman of the Board of the Company. Pursuant to the Separation Agreement, the Company (i) issued Mr. Ellins 2,000,000 shares of the Company's Common Stock, (ii) reimbursed Mr. Ellins for $55,000 of expenses previously incurred by him on behalf of the Company, and (iii) agreed to make 12 monthly payments to Mr. Ellins in the amount of $8,000 each in the 12-month period following the date on which the Company has raised $1.5 million in gross proceeds from the sale of its securities following the date of the Separation Agreement. | |||||||
Mr Thomas's Salary [Member] | ||||||||
Sale of securities | $ 1,500,000 | |||||||
Interest rate | 1.25% | |||||||
Mr Thomas [Member] | ||||||||
Issuance of common stock | $ 500,000 | |||||||
Dr Ken Perego [Member] | ||||||||
Stock option exercise price | 0.56 | |||||||
Proceeds from sale of stock | $ 26,000 | $ 110,000 | ||||||
Number of stock sold, shares | shares | 2,600 | 11,000 | ||||||
Number of warrants to purchase common stock | shares | 50 | 50 | ||||||
Exercise price of warrants | $ / shares | $ 0.25 | $ 0.25 | ||||||
Warrants term | 5 years | 5 years | ||||||
Stock option shares awarded option to purchase | shares | 350,000 | |||||||
Disclosure of common stock options issued for services, directors | The options will vest as to 116,667 shares immediately, with the remaining 233,333 shares quarterly over the following two years, beginning October 1, 2020. The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 302% and a call option value of $0.5599, was $195,959. | |||||||
Stock option volatility rate | 302.00% | |||||||
Share-based compensation | 86,263 | |||||||
Unamortized expenses | 109,696 | |||||||
Dr Ken Perego [Member] | Series A Preferred Stock [Member] | ||||||||
Number of stock sold, shares | shares | 1 | 1 | ||||||
Dr Ken Perego [Member] | MCK Investments LLC [Member] | ||||||||
Repayments of debt | $ 140,983 | |||||||
Debt instrument, face value | 136,000 | |||||||
Debt, accrued interest | $ 4,983 | |||||||
Officers and Directors [Member] | ||||||||
Issuance of common stock | $ 120,000 | |||||||
Issuance of common stock, shares | shares | 350,000 | |||||||
Bruce Raben, Director of the Company [Member] | ||||||||
Stock option exercise price | 0.56 | |||||||
Stock option shares awarded option to purchase | shares | 350,000 | |||||||
Disclosure of common stock options issued for services, directors | The options will vest as to 116,667 shares immediately, with the remaining 233,333 shares quarterly over the following two years, beginning October 1, 2020. The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 302% and a call option value of $0.5599, was $195,959. | |||||||
Stock option volatility rate | 302.00% | |||||||
Share-based compensation | 86,263 | |||||||
Unamortized expenses | $ 109,696 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Schedule of Valuation of Financial Instruments at Fair Value on a Recurring Basis (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Right-of-use asset | $ 423,695 | $ 502,706 |
Lease liabilities | 435,325 | |
Level 1 [Member] | ||
Cash | 20,879 | 282,380 |
Right-of-use asset | ||
Total assets | 20,879 | 282,380 |
Lease liabilities | ||
Convertible note payable | ||
Notes payable | ||
Total liabilities | ||
Total assets and liabilities | 20,879 | 282,380 |
Level 2 [Member] | ||
Cash | ||
Right-of-use asset | ||
Total assets | ||
Lease liabilities | ||
Convertible note payable | ||
Notes payable | 119,274 | 130,000 |
Total liabilities | (119,274) | 130,000 |
Total assets and liabilities | (119,274) | (130,000) |
Level 3 [Member] | ||
Cash | ||
Right-of-use asset | 423,695 | 502,706 |
Total assets | 423,695 | 502,706 |
Lease liabilities | 435,325 | 508,352 |
Convertible note payable | 507,332 | |
Notes payable | ||
Total liabilities | (435,325) | 1,015,684 |
Total assets and liabilities | $ (11,630) | $ (512,978) |
Inventory (Details Narrative)
Inventory (Details Narrative) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Inventory Disclosure [Abstract] | ||
Inventory raw materials | $ 93,560 | $ 24,682 |
Inventory work in process | 42,622 | |
Inventory finished goods | $ 90,022 |
Other Current Assets - Schedule
Other Current Assets - Schedule of Other Current Assets (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
VAT tax receivable | $ 80,987 | $ 54,814 |
Prepaid expenses | 74,655 | 132,338 |
Other receivables | 40,469 | 79,954 |
Total | $ 195,811 | $ 267,106 |
Security Deposits - Schedule of
Security Deposits - Schedule of Security Deposits (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Security deposits | $ 70,895 | $ 72,527 |
Refundable Deposit on Equipment Purchase [Member] | ||
Security deposits | 50,000 | 50,000 |
Security Deposits on Leases Held in Colombia [Member] | ||
Security deposits | 15,741 | 18,033 |
Security Deposit on Office Lease [Member] | ||
Security deposits | 4,494 | 4,494 |
Security Deposit on Utilities [Member] | ||
Security deposits | $ 660 |
Fixed Assets (Details Narrative
Fixed Assets (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation and amortization expense | $ 23,706 | $ 9,432 |
Fixed Assets - Schedule of Fixe
Fixed Assets - Schedule of Fixed Assets (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Fixed assets, gross | $ 757,285 | $ 719,492 |
Less: accumulated depreciation | (45,335) | (21,629) |
Total | 711,950 | 697,863 |
Land [Member] | ||
Fixed assets, gross | 138,248 | 138,248 |
Buildings [Member] | ||
Fixed assets, gross | 41,665 | |
Office Equipment [Member] | ||
Fixed assets, gross | 44,027 | 44,027 |
Furniture and Fixtures [Member] | ||
Fixed assets, gross | 27,914 | 27,914 |
Equipment and Machinery [Member] | ||
Fixed assets, gross | 176,285 | 174,072 |
Construction in Progress [Member] | ||
Fixed assets, gross | $ 329,146 | $ 335,231 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Payables and Accruals [Abstract] | ||
Accrued payroll | $ 97,132 | $ 67,479 |
Accrued withholding taxes and employee benefits | 10,123 | 14,386 |
Accrued ICA fees and contributions | 83,371 | 1,912 |
Accrued interest | 49,476 | 25,888 |
Accrued expenses | $ 240,102 | $ 109,665 |
Leases - Schedule of Components
Leases - Schedule of Components of Lease Expense (Details) | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Leases [Abstract] | |
Operating lease cost: Amortization of assets | $ 45,388 |
Operating lease cost: Interest on lease liabilities | 23,149 |
Total lease cost | $ 68,537 |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Balance Sheet Information Related to Leases (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
Operating lease assets | $ 423,695 | $ 502,706 |
Current portion of operating lease liabilities | 58,155 | 55,101 |
Noncurrent operating lease liabilities | 377,170 | $ 453,251 |
Total operating lease liabilities | $ 435,325 | |
Weighted average remaining lease term: Operating leases | 9 years | |
Weighted average discount rate: Operating leases | 6.75% |
Leases - Schedule of Suppleme_2
Leases - Schedule of Supplemental Cash Flow Related to Leases (Details) | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Leases [Abstract] | |
Operating cash flows used for operating leases | $ 73,027 |
Total operating lease liabilities | $ 548,216 |
Leases - Schedule of Operating
Leases - Schedule of Operating Lease Liability Maturity (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
2020 | $ 28,566 | |
2021 | 80,877 | |
2022 | 34,528 | |
2023 | 35,909 | |
2024 | 37,345 | |
Thereafter | 198,669 | |
Total minimum lease payments | 415,894 | |
Less interest | 19,431 | |
Present value of lease liabilities | 435,325 | |
Less current portion | 58,155 | $ 55,101 |
Long-term lease liabilities | $ 377,170 | $ 453,251 |
Convertible Note Payable (Detai
Convertible Note Payable (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |||
Debt discount | $ 332,332 | ||
Finance expense | $ 332,332 | ||
Common stock percentage | 4.99% | ||
Interest expense | $ 21,516 | 17,079 | |
Interest expense related to the debt discount | $ 332,332 |
Convertible Note Payable - Sche
Convertible Note Payable - Schedule of Convertible Note Payable (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Less: unamortized debt discounts | ||
Convertible note payable | 507,332 | |
Convertible Note Payable One [Member] | ||
Convertible note payable, gross | 300,000 | |
Convertible Note Payable Two [Member] | ||
Convertible note payable, gross | $ 207,332 |
Convertible Note Payable - Sc_2
Convertible Note Payable - Schedule of Convertible Note Payable (Details) (Parenthetical) - USD ($) | Sep. 14, 2020 | Nov. 30, 2018 | Sep. 30, 2020 | Sep. 30, 2019 | Jul. 22, 2019 | Feb. 04, 2019 |
Proceeds from convertible debt | $ 500,000 | |||||
Convertible Note Payable One [Member] | ||||||
Number of shares issued | 875,000 | |||||
Stock split ratio | 1:4 split | |||||
Proceeds from equity securities | $ 500,000 | |||||
Conversion price percentage | 80.00% | |||||
Convertible Note Payable One [Member] | CSW Ventures, LP [Member] | ||||||
Proceeds from convertible debt | $ 300,000 | |||||
Debt interest rate | 6.00% | |||||
Debt instrument conversion price | $ 0.40 | |||||
Convertible Note Payable One [Member] | CSW Ventures, LP [Member] | Series A Convertible Preferred Stock [Member] | ||||||
Debt instrument conversion shares issued upon principal | 30,000 | |||||
Convertible Note Payable Two [Member] | ||||||
Convertible notes payable | $ 207,332 | |||||
Debt instrument principal amount | 200,000 | |||||
Accrued interest | $ 7,332 | |||||
Convertible Note Payable Two [Member] | CSW Ventures, LP [Member] | Series A Convertible Preferred Stock [Member] | ||||||
Debt instrument conversion shares issued upon principal | 20,733 | |||||
Second Convertible CSW Note [Member] | ||||||
Debt interest rate | 6.00% | |||||
Debt instrument conversion price | $ 0.50 | |||||
Debt instrument principal amount | $ 207,332 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Interest expense | $ 21,516 | $ 17,079 |
Notes Payable [Member] | ||
Interest expense | $ 7,055 | $ 6,674 |
Notes Payable - Schedule of Not
Notes Payable - Schedule of Notes Payable (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Total notes payable | $ 119,274 | $ 130,000 |
Unsecured Promissory Note Due on Demand One [Member] | ||
Total notes payable | ||
Unsecured Promissory Note Due on Demand Two [Member] | ||
Total notes payable | ||
Unsecured Promissory Note Due on Demand Three [Member] | ||
Total notes payable | 119,274 | |
Unsecured Promissory Note Due on Demand Four [Member] | ||
Total notes payable | ||
Unsecured Promissory Note Due on Demand Five [Member] | ||
Total notes payable | 50,000 | |
Unsecured Promissory Note Due on Demand Six [Member] | ||
Total notes payable | $ 80,000 |
Notes Payable - Schedule of N_2
Notes Payable - Schedule of Notes Payable (Details) (Parenthetical) - USD ($) | Sep. 14, 2020 | Jul. 02, 2020 | May 04, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Aug. 20, 2020 | Aug. 17, 2020 | Apr. 02, 2020 | Mar. 31, 2020 | Mar. 11, 2020 | Feb. 26, 2020 | Feb. 13, 2020 | Jan. 29, 2020 | Nov. 14, 2019 |
Repayments of notes payable | $ 272,000 | |||||||||||||
Unsecured Promissory Note Due on Demand One [Member] | Woodman Management [Member] | ||||||||||||||
Advance from affiliates | $ 20,000 | |||||||||||||
Debt interest rate | 6.00% | |||||||||||||
Advance, repayment date | May 14, 2020 | |||||||||||||
Unsecured Promissory Note Due on Demand Two [Member] | ||||||||||||||
Advance from affiliates | $ 20,000 | $ 10,000 | $ 6,000 | $ 15,000 | $ 15,000 | $ 25,000 | $ 25,000 | |||||||
Unsecured Promissory Note Due on Demand Two [Member] | CSW Ventures, LP [Member] | ||||||||||||||
Advance from affiliates | $ 116,000 | |||||||||||||
Debt interest rate | 6.00% | |||||||||||||
Unsecured Promissory Note Due on Demand Two [Member] | CSW Ventures, LP [Member] | Series A Convertible Preferred Stock [Member] | ||||||||||||||
Repayments of notes payable | $ 116,000 | |||||||||||||
Debt instrument conversion shares issued upon principal | 11,600 | |||||||||||||
Unsecured Promissory Note Due on Demand Three [Member] | OWP Ventures, Inc. [Member] | ||||||||||||||
Advance, repayment date | May 4, 2022 | |||||||||||||
Loan forgiveness, percentage | 40.00% | |||||||||||||
Unsecured Promissory Note Due on Demand Three [Member] | OWP Ventures, Inc. [Member] | Lenders [Member] | ||||||||||||||
Advance from affiliates | $ 119,274 | |||||||||||||
Debt interest rate | 1.00% | |||||||||||||
Unsecured Promissory Note Due on Demand Four [Member] | MCKP Investments LLC [Member] | Dr Ken Perego [Member] | ||||||||||||||
Advance from affiliates | $ 6,000 | |||||||||||||
Debt interest rate | 6.00% | |||||||||||||
Payment of interest expense debt | $ 90 | |||||||||||||
Unsecured Promissory Note Due on Demand Five [Member] | MCKP Investments LLC [Member] | ||||||||||||||
Advance from affiliates | $ 50,000 | |||||||||||||
Debt interest rate | 6.00% | |||||||||||||
Payment of interest expense debt | 1,882 | |||||||||||||
Unsecured Promissory Note Due on Demand Six [Member] | MCKP Investments LLC [Member] | ||||||||||||||
Advance from affiliates | $ 80,000 | |||||||||||||
Debt interest rate | 6.00% | |||||||||||||
Payment of interest expense debt | $ 3,011 |
Notes Payable - Schedule of Int
Notes Payable - Schedule of Interest Expenses (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Debt Disclosure [Abstract] | ||
Interest on convertible notes | $ 21,516 | $ 17,079 |
Interest on advances from shareholders | 16,053 | |
Interest on notes payable | 7,055 | 6,674 |
Amortization of beneficial conversion features | 332,332 | |
Interest on accounts payable | 8,611 | |
Total interest expense | $ 28,571 | $ 380,749 |
Series A Preferred Stock (Detai
Series A Preferred Stock (Details Narrative) - USD ($) | 5 Months Ended | 9 Months Ended | |
Sep. 14, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | |
Preferred stock, shares authorized | 9,500,000 | 9,500,000 | |
Preferred stock, par value | $ 0.001 | $ 0.001 | |
Preferred stock, shares issued | |||
Preferred stock, shares outstanding | |||
Series A Preferred Stock [Member] | |||
Preferred stock, shares authorized | 10,000,000 | ||
Preferred stock, par value | $ 0.001 | ||
Preferred stock shares designated | 500,000 | ||
Conversion of preferred stock into common stock, description | Each share of Preferred Stock is currently convertible into fifty (50) shares of the Company's common stock | ||
Preferred stock, accrued dividends percentage | 6.00% | ||
Preferred stock, shares issued | 147,833 | ||
Preferred stock, shares outstanding | 147,833 | ||
Preferred stock stated per value | $ 10 | ||
Preferred stock dividends payable | $ 14,870 | ||
Series A Preferred Stock [Member] | Preferred Stock Sales [Member] | |||
Preferred stock, shares authorized | 147,833 | ||
Proceeds from sale of stock | $ 1,478,330 | ||
Number of stock sold, shares | 147,833 | ||
Number of warrants to purchase common stock | 7,391,650 | ||
Exercise price of warrants | $ 0.25 | ||
Warrant term | 5 years |
Changes in Stockholders' Equi_2
Changes in Stockholders' Equity (Details Narrative) - USD ($) | Sep. 21, 2020 | Sep. 01, 2020 | Jul. 10, 2020 | Jul. 02, 2020 | Jun. 03, 2020 | May 31, 2020 | Jan. 06, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 |
Common stock, shares authorized | 300,000,000 | 300,000,000 | 300,000,000 | |||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||
Common stock, shares issued | 51,235,305 | 51,235,305 | 44,804,305 | |||||||||
Common stock, shares outstanding | 51,235,305 | 51,235,305 | 44,804,305 | |||||||||
Subscriptions payable | $ 45,000 | $ 45,000 | $ 250,000 | |||||||||
Number of stock issued for services, value | 332,500 | 3,341,500 | ||||||||||
Amortization of common stock options issued for services | $ 326,424 | $ 430,270 | $ 1,875,623 | $ 991,228 | ||||||||
Four Employees and Consultants [Member] | ||||||||||||
Number of stock issued for services | 875,000 | |||||||||||
Number of stock issued for services, value | $ 332,500 | |||||||||||
Consultant [Member] | ||||||||||||
Number of stock issued for services | 200,000 | |||||||||||
Number of stock issued for services, value | $ 120,000 | |||||||||||
Ten Employees and Consultants [Member] | Various Dates Between January 4, 2020 and May 31, 2020 [Member] | ||||||||||||
Number of stock issued for services | 2,006,000 | |||||||||||
Number of stock issued for services, value | $ 1,318,000 | |||||||||||
Chief Executive Officer, Isaih L. Thomas [Member] | ||||||||||||
Number of stock issued for services | 500,000 | |||||||||||
Number of stock issued for services, value | $ 275,000 | |||||||||||
Chief Executive Officer, Craig Ellins [Member] | ||||||||||||
Number of stock issued for services | 2,000,000 | |||||||||||
Number of stock issued for services, value | $ 1,100,000 | |||||||||||
Dr Ken Perego [Member] | ||||||||||||
Number of stock sold, shares | 2,600 | 11,000 | ||||||||||
Number of stock issued for services | 350,000 | |||||||||||
Number of stock issued for services, value | $ 196,000 | |||||||||||
Common Stock [Member] | ||||||||||||
Number of stock issued for services | 875,000 | 5,931,000 | ||||||||||
Number of stock issued for services, value | $ 875 | $ 5,931 | ||||||||||
Amortization of common stock options issued for services | ||||||||||||
Common Stock [Member] | Subscription Payable [Member] | ||||||||||||
Number of stock sold, shares | 500,000 | |||||||||||
Sale of stock price per share | $ 0.50 | |||||||||||
Subscriptions payable | $ 25,000 | |||||||||||
Number of stock issued for services | 250,000 | |||||||||||
Number of stock issued for services, value | $ 45,000 |
Common Stock Options (Details N
Common Stock Options (Details Narrative) - USD ($) | Jul. 02, 2020 | Jun. 03, 2020 | May 31, 2020 | Feb. 12, 2020 | Sep. 30, 2020 | Sep. 30, 2019 |
Stock based compensation expense | $ 3,386,498 | $ 175,000 | ||||
Dr Ken Perego [Member] | ||||||
Stock option, volatility rate | 302.00% | |||||
Stock based compensation expense | 86,263 | |||||
Unamortized expenses | 109,696 | |||||
Dr Ken Perego [Member] | Common Stock Options Issued For Services [Member] | ||||||
Number of options awarded during period, shares | 350,000 | |||||
Options exercise price, per share | $ 0.56 | |||||
Stock option, volatility rate | 302.00% | |||||
Stock option, call option, price per share | $ 0.5599 | |||||
Stock option, call option value | $ 195,959 | |||||
Stock based compensation expense | 86,263 | |||||
Unamortized expenses | 109,696 | |||||
Dr Ken Perego [Member] | Common Stock Options Issued For Services [Member] | Vesting Immediately [Member] | ||||||
Number of options vested during period, shares | 116,667 | |||||
Dr Ken Perego [Member] | Common Stock Options Issued For Services [Member] | Vesting Quarterly Over Two Years [Member] | ||||||
Number of options vested during period, shares | 233,333 | |||||
Bruce Raben, Director of the Company [Member] | ||||||
Stock option, volatility rate | 302.00% | |||||
Stock based compensation expense | 86,263 | |||||
Unamortized expenses | 109,696 | |||||
Bruce Raben, Director of the Company [Member] | Vesting Immediately [Member] | ||||||
Number of options vested during period, shares | 116,667 | |||||
Bruce Raben, Director of the Company [Member] | Vesting Quarterly Over Two Years [Member] | ||||||
Number of options vested during period, shares | 233,333 | |||||
Bruce Raben, Director of the Company [Member] | Common Stock Options Issued For Services [Member] | ||||||
Number of options awarded during period, shares | 350,000 | |||||
Options exercise price, per share | $ 0.56 | |||||
Stock option, volatility rate | 302.00% | |||||
Stock option, call option, price per share | $ 0.5599 | |||||
Stock option, call option value | $ 195,959 | |||||
Stock based compensation expense | 86,263 | |||||
Unamortized expenses | 109,696 | |||||
Eight Consultants and Employees [Member] | Common Stock Options Issued For Services [Member] | ||||||
Number of options awarded during period, shares | 2,000,000 | |||||
Options exercise price, per share | $ 0.56 | |||||
Stock option, volatility rate | 302.00% | |||||
Stock option, call option, price per share | $ 0.5599 | |||||
Stock option, call option value | $ 1,119,873 | |||||
Stock based compensation expense | 454,181 | |||||
Unamortized expenses | 665,692 | |||||
Eight Consultants and Employees [Member] | Common Stock Options Issued For Services [Member] | Vesting Immediately [Member] | ||||||
Number of options vested during period, shares | 666,667 | |||||
Eight Consultants and Employees [Member] | Common Stock Options Issued For Services [Member] | Vesting Three Years Following the Second Date [Member] | ||||||
Number of options vested during period, shares | 1,333,333 | |||||
2019 Stock Incentive Plan [Member] | Board of Directors [Member] | ||||||
Issuance of common stock, shares | 10,000,000 | |||||
2019 Stock Incentive Plan [Member] | Consultant [Member] | Common Stock Options Issued For Services [Member] | ||||||
Number of options awarded during period, shares | 125,000 | |||||
Options exercise price, per share | $ 0.38 | |||||
Options exercisable period | 10 years | |||||
Stock option, volatility rate | 303.00% | |||||
Stock option, call option, price per share | $ 0.3798 | |||||
Stock option, call option value | $ 47,476 | |||||
Stock based compensation expense | 23,738 | |||||
Unamortized expenses | 23,738 | |||||
2019 Stock Incentive Plan [Member] | Consultant Two [Member] | Common Stock Options Issued For Services [Member] | ||||||
Number of options awarded during period, shares | 1,000,000 | |||||
Options exercise price, per share | $ 0.38 | |||||
Options exercisable period | 10 years | |||||
Stock option, volatility rate | 303.00% | |||||
Stock option, call option, price per share | $ 0.38 | |||||
Stock option, call option value | $ 379,958 | |||||
Stock based compensation expense | 31,663 | |||||
Unamortized expenses | 348,295 | |||||
2019 Stock Incentive Plan [Member] | Consultant For Advisory Board Services [Member] | Common Stock Options Issued For Services [Member] | ||||||
Number of options awarded during period, shares | 125,000 | |||||
Options exercise price, per share | $ 0.38 | |||||
Options exercisable period | 10 years | |||||
Stock option, volatility rate | 303.00% | |||||
Stock option, call option, price per share | $ 0.3799 | |||||
Stock option, call option value | $ 47,482 | |||||
Stock based compensation expense | 11,871 | |||||
Unamortized expenses | 35,611 | |||||
2019 Stock Incentive Plan [Member] | Chief Executive Officer, Isaih L. Thomas [Member] | Common Stock Options Issued For Services [Member] | ||||||
Number of options awarded during period, shares | 5,500,000 | |||||
Options exercise price, per share | $ 0.55 | |||||
Options exercisable period | 10 years | |||||
Stock option, volatility rate | 301.00% | |||||
Stock option, call option, price per share | $ 0.5499 | |||||
Stock option, call option value | $ 3,024,689 | |||||
Stock based compensation expense | 1,040,366 | |||||
Unamortized expenses | $ 1,984,323 | |||||
2019 Stock Incentive Plan [Member] | Chief Executive Officer, Isaih L. Thomas [Member] | Common Stock Options Issued For Services [Member] | Vesting Immediately [Member] | ||||||
Number of options vested during period, shares | 1,500,000 | |||||
2019 Stock Incentive Plan [Member] | Chief Executive Officer, Isaih L. Thomas [Member] | Common Stock Options Issued For Services [Member] | 120 Days Following Issuance of the Option [Member] | ||||||
Number of options vested during period, shares | 1,000,000 | |||||
2019 Stock Incentive Plan [Member] | Chief Executive Officer, Isaih L. Thomas [Member] | Common Stock Options Issued For Services [Member] | Vesting Three Years Following the Second Date [Member] | ||||||
Number of options vested during period, shares | 3,000,000 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Income Tax Disclosure [Abstract] | |
Federal net operating losses | $ 5,748,000 |
Net operating loss carry forwards, expire year | Expire in 2025 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Nov. 19, 2020 | Oct. 28, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 |
Issuance of common stock | $ 2,254,500 | $ 4,204,500 | |||
Common Stock [Member] | |||||
Issuance of common stock | $ 4,509 | $ 500 | $ 8,409 | ||
Subsequent Event [Member] | Common Stock [Member] | |||||
Issuance of common stock | $ 250,000 | ||||
Subsequent Event [Member] | SWC Medical LLC [Member] | |||||
Proceeds from preferred stock | $ 50,000 | ||||
Number of units sold | 5,000 | ||||
Number of warrants to purchase common stock | 50 | ||||
Exercise price of warrants | $ 0.25 | ||||
Subsequent Event [Member] | Chief Executive Officer [Member] | |||||
Advance received from officer | $ 50,000 | ||||
Debt interest rate, percentage | 6.00% |