Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Apr. 14, 2021 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Entity Registrant Name | One World Pharma, Inc. | ||
Entity Central Index Key | 0001622244 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2020 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
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 Public Float | $ 9,954,107 | ||
Entity Common Stock, Shares Outstanding | 61,335,305 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2020 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash | $ 28,920 | $ 282,380 |
Accounts receivable | 5,636 | |
Inventory | 267,152 | 24,682 |
Other current assets | 118,911 | 267,106 |
Total current assets | 420,619 | 574,168 |
Right-of-use assets | 195,029 | 502,706 |
Security deposits | 65,114 | 72,527 |
Fixed assets, net | 726,820 | 697,863 |
Total Assets | 1,407,582 | 1,847,264 |
Current liabilities: | ||
Accounts payable | 734,554 | 330,521 |
Accrued expenses | 550,535 | 109,665 |
Dividends payable | 37,236 | |
Current portion of lease liabilities | 45,271 | 55,101 |
Convertible notes payable | 507,332 | |
Notes payable, including $201,000 and $130,000 due to related parties for the years ended December 31, 2020 and 2019, respectively | 334,841 | 130,000 |
Total current liabilities | 1,702,437 | 1,132,619 |
Long-term lease liability | 156,254 | 453,251 |
Total Liabilities | 1,858,691 | 1,585,870 |
Series A convertible preferred stock, $0.001 par value, 500,000 shares authorized; 150,233 and -0- issued and outstanding at December 31, 2020 and 2019, respectively | 1,502,330 | |
Stockholders' Equity (Deficit): | ||
Preferred stock, $0.001 par value, 9,500,000 shares authorized; no shares issued and outstanding at December 31, 2020 and 2019, respectively | ||
Common stock, $0.001 par value, 300,000,000 shares authorized; 53,085,305 and 44,804,305 shares issued and outstanding at December 31, 2020 and 2019, respectively | 53,085 | 44,804 |
Additional paid-in capital | 14,103,672 | 8,150,004 |
Subscriptions payable, consisting of 750,000 and 500,000 shares at December 31, 2020 and 2019, respectively | 75,000 | 250,000 |
Accumulated other comprehensive loss | (52,870) | (16,248) |
Accumulated (deficit) | (16,132,326) | (8,167,166) |
Total Stockholders' Equity (Deficit) | (1,953,439) | 261,394 |
Total Liabilities and Stockholders' Equity (Deficit) | $ 1,407,582 | $ 1,847,264 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Due to related parties | $ 201,000 | $ 130,000 |
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 | 150,233 | 0 |
Series A convertible preferred stock, outstanding | 150,233 | 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 | 53,085,305 | 44,804,305 |
Common stock, shares outstanding | 53,085,305 | 44,804,305 |
Subscriptions payable, shares | 750,000 | 500,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||
Revenues | $ 59,568 | |
Cost of goods sold | 104,729 | |
Gross profit (loss) | (45,161) | |
Operating expenses: | ||
General and administrative | 3,960,791 | 2,225,551 |
Goodwill impairment | 102,000 | |
Professional fees | 3,878,006 | 3,473,300 |
Depreciation expense | 33,610 | 19,668 |
Total operating expenses | 7,872,407 | 5,820,519 |
Operating loss | (7,917,568) | (5,820,519) |
Other income (expense): | ||
Loss on disposal of fixed assets | (4,087) | |
Interest income | 4 | |
Interest expense | (47,592) | (382,582) |
Total other expense | (47,592) | (386,665) |
Net loss | (7,965,160) | (6,207,184) |
Other comprehensive loss: | ||
Loss on foreign currency translation | (36,622) | (12,158) |
Net other comprehensive loss | (8,001,782) | (6,219,342) |
Series A convertible preferred stock declared ($0.60 per share) | (37,236) | |
Deemed dividend on common stock warrants, series A preferred stock | (1,502,330) | |
Net loss attributable to common shareholders | $ (9,541,348) | $ (6,219,342) |
Weighted average number of common shares outstanding - basic and fully diluted | 48,829,160 | 41,089,784 |
Net loss per common share - basic and fully diluted | $ (0.20) | $ (0.15) |
Dividends declared per share of common stock | $ 0 | $ 0 |
Consolidated Statements of Op_2
Consolidated Statements of Operations and Comprehensive Loss (Parenthetical) | Dec. 31, 2020$ / shares |
Income Statement [Abstract] | |
Declared Share price per share | $ 0.60 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity (Deficit) - 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 | 602 | 602 | |||||||
Common stock sold for cash | $ 8,260 | 4,122,090 | 250,000 | 4,380,350 | |||||
Common stock sold for cash, shares | 8,260,700 | ||||||||
Common stock sold to CEO, debt cancelled in lieu of cash payment | $ 400 | 199,600 | 200,000 | ||||||
Common stock sold to CEO, debt cancelled in lieu of cash payment, shares | 400,000 | ||||||||
Cashless exercise of common stock options | $ 51 | (51) | |||||||
Cashless exercise of common stock options, shares | 51,040 | ||||||||
Common stock issued on debt conversions | $ 1,253 | 500,144 | 501,397 | ||||||
Common stock issued on debt conversions, shares | 1,253,493 | ||||||||
Common stock issued for services | $ 100 | 236,460 | 236,560 | ||||||
Common stock issued for services, shares | 99,666 | ||||||||
Amortization of common stock options issued for services | 1,402,635 | 1,402,635 | |||||||
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) | ||||||||
Beneficial conversion feature on convertible note | 332,332 | 332,332 | |||||||
Loss on foreign currency translation | (12,158) | (12,158) | |||||||
Net loss | (6,207,184) | (6,207,184) | |||||||
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 | (175,000) | 75,000 | |||||
Common stock sold for cash, shares | 500,000 | ||||||||
Common stock issued for services | $ 7,781 | 3,570,719 | 3,578,500 | ||||||
Common stock issued for services, shares | 7,781,000 | ||||||||
Amortization of common stock options issued for services | 2,170,685 | 2,170,685 | |||||||
Loss on foreign currency translation | (36,622) | (36,622) | |||||||
Preferred stock units sold for cash | $ 1,502,330 | ||||||||
Preferred stock units sold for cash, shares | 150,233 | ||||||||
Series A convertible preferred stock declared ($0.60 per share) | (37,236) | (37,236) | |||||||
Net loss | (7,965,160) | (7,965,160) | |||||||
Balance at Dec. 31, 2020 | $ 1,502,330 | $ 53,085 | $ 14,103,672 | $ 75,000 | $ (52,870) | $ (16,132,326) | $ (1,953,439) | ||
Balance, shares at Dec. 31, 2020 | 150,233 | 53,085,305 |
Consolidated Statement of Sto_2
Consolidated Statement of Stockholders' Equity (Deficit) (Parenthetical) | Dec. 31, 2020$ / shares |
Declared Share price per share | $ 0.60 |
Series A Convertible Preferred Stock [Member] | |
Declared Share price per share | $ 0.60 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities | ||
Net loss | $ (7,965,160) | $ (6,207,184) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization expense | 33,610 | 19,668 |
Loss on disposal of fixed assets | 4,087 | |
Impairment of goodwill | 102,000 | |
Amortization of debt discounts | 332,332 | |
Stock-based compensation | 3,578,500 | 236,560 |
Amortization of options issued for services | 2,170,685 | 1,490,932 |
Decrease (increase) in assets: | ||
Accounts receivable | (5,636) | |
Inventory | (242,470) | (24,682) |
Other current assets | 148,195 | (245,562) |
Right-of-use assets | 307,677 | 45,510 |
Security deposits | 7,413 | (68,033) |
Increase (decrease) in liabilities: | ||
Accounts payable | 404,031 | 209,327 |
Accrued expenses | 440,870 | 83,969 |
Lease liability | (306,827) | (39,864) |
Net cash used in operating activities | (1,429,112) | (4,060,940) |
Cash flows from investing activities | ||
Investment in Colombian Hope, S.A.S. | (102,000) | |
Purchase of fixed assets | (62,567) | (365,179) |
Net cash used in investing activities | (62,567) | (467,179) |
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 | 476,841 | 130,000 |
Repayment of notes payable | (272,000) | |
Proceeds from subscriptions receivable | 602 | |
Proceeds from sale of preferred and common stock | 1,577,332 | 4,380,350 |
Net cash provided by financing activities | 1,274,841 | 4,696,811 |
Effect of exchange rate changes on cash | (36,622) | (12,158) |
Net increase (decrease) in cash | (253,460) | 156,534 |
Cash - beginning | 282,380 | 125,846 |
Cash - ending | 28,920 | 282,380 |
Supplemental disclosures: | ||
Interest paid | 22,002 | 28,558 |
Income taxes paid | ||
Non-cash investing and financing transactions: | ||
Fair value of net assets acquired in merger | 9,306 | |
Notes payable exchanged for convertible note payable | 207,332 | |
Value of shares issued for conversion of debt | 701,397 | |
Initial recognition of right-of-use assets and lease liabilities | 548,216 | |
Par value of cashless exercise of options | 51 | |
Beneficial conversion feature | 332,332 | |
Dividends payable | $ 37,236 |
Nature of Business and Signific
Nature of Business and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 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 only 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 Annual Report on Form 10-K 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 financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”). All references to Generally Accepted Accounting Principles (“GAAP”) are in accordance with The FASB Accounting Standards Codification (“ASC”) and the Hierarchy of Generally Accepted Accounting Principles. These statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management are necessary for fair presentation of the information contained therein. 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 December 31, 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) (2) (3) (4) 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 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 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 of America requires management to make estimates and assumptions that may affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Reclassifications Certain reclassifications have been made to the prior years’ financial statements to conform to current year presentation. These reclassifications had no effect on previously reported results of operations or retained earnings. 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 The Company adopted ASC 820, Fair Value Measurements and Disclosures (ASC 820). ASC 820 defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are defined as follows: - Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. - Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. - Level 3 inputs to valuation methodology are unobservable and significant to the fair measurement. The carrying value of cash, accounts receivable, accounts payables and accrued expenses 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 any cash in excess of FDIC insured limits at December 31, 2020, and has not experienced any losses in such accounts. Goodwill Goodwill is the excess of the consideration transferred over the fair value of the acquired assets and assumed liabilities in a business combination. Goodwill is not amortized but rather tested for impairment at least annually. We test goodwill for impairment on the first day of the fourth quarter each fiscal year. Goodwill is also tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying amount. When testing goodwill for impairment, we may assess qualitative factors for some or all of our reporting units to determine whether it is more likely than not (that is, a likelihood of more than 50 percent) that the fair value of a reporting unit is less than its carrying amount, including goodwill. Alternatively, we may bypass this qualitative assessment for some or all of our reporting units and perform step 1 of the two-step goodwill impairment test. If we perform step 1 and the carrying amount of the reporting unit exceeds its fair value, we would perform step 2 to measure such impairment. Impairment testing for goodwill is done at the reporting unit level. A reporting unit is an operating segment or one level below an operating segment (also known as a component). A component of an operating segment is a reporting unit if the component constitutes a business for which discrete financial information is available, and segment management regularly reviews the operating results of that component. During the year ended December 31, 2019, we recognized $102,000 of goodwill impairment on the acquisition of Colombian Hope, S.A.S., as disclosed in Note 3, below. Revenue Recognition Effective January 1, 2018, the Company adopted 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 years ended December 31, 2020 or 2019. 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. Advertising Costs The Company expenses the cost of advertising and promotions as incurred. Advertising and promotions expense was $143,341 and $114,244 for the years ended December 31, 2020 and 2019, respectively. 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 years ended December 31, 2020 and 2019, potential dilutive securities had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share. 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 2018-07 (ASC 2018-07). 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. Income Taxes The Company recognizes deferred tax assets and liabilities based on differences between the financial reporting and tax basis of assets and liabilities using the enacted tax rates and laws that are expected to be in effect when the differences are expected to be recovered. The Company provides a valuation allowance for deferred tax assets for which it does not consider realization of such assets to be more likely than not. Uncertain Tax Positions In accordance with ASC 740, “Income Taxes” (“ASC 740”), the Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be capable of withstanding examination by the taxing authorities based on the technical merits of the position. These standards prescribe a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. These standards also provide guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. Various taxing authorities periodically audit the Company’s income tax returns. These audits include questions regarding the Company’s tax filing positions, including the timing and amount of deductions and the allocation of income to various tax jurisdictions. In evaluating the exposures connected with these various tax filing positions, including state and local taxes, the Company records allowances for probable exposures. A number of years may elapse before a particular matter, for which an allowance has been established, is audited and fully resolved. The Company has not yet undergone an examination by any taxing authorities. The assessment of the Company’s tax position relies on the judgment of management to estimate the exposures associated with the Company’s various filing positions. Various taxing authorities periodically audit the Company’s income tax returns. These audits include questions regarding the Company’s tax filing positions, including the timing and amount of deductions and the allocation of income to various tax jurisdictions. In evaluating the exposures connected with these various tax filing positions, including state and local taxes, the Company records allowances for probable exposures. A number of years may elapse before a particular matter, for which an allowance has been established, is audited and fully resolved. The Company has not yet undergone an examination by any taxing authorities. Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“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 | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | Note 2 – Going Concern As shown in the accompanying financial statements, the Company had $1,281,818 of negative working capital as of December 31, 2020, has incurred recurring losses from operations resulting in an accumulated deficit of ($16,132,326) as of December 31, 2020, and its cash on hand may not be sufficient to sustain operations, however, we have received a commitment from ISIAH International, LLC, a company under the control of our CEO, Isiah L. Thomas, III, to fund us with $3,000,000 by July 12, 2021. As of April 14, 2021, we have received approximately, $1,250,000. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management is actively pursuing new customers to increase 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. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. The 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 | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Mergers and Acquisitions | Note 3 –Mergers and Acquisitions Reverse Merger On February 21, 2019, One World Pharma, Inc. entered into an Agreement and Plan of Merger with OWP Merger Subsidiary, Inc., our wholly-owned subsidiary, and OWP Ventures, which is the parent company of 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. 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. 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 Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4 – Related Party Transactions Advances and Repayment to former CEO As described further in Note 13 below, on various dates between May 3, 2018 and November 23, 2018, our then CEO advanced us short-term unsecured demand loans, bearing interest at 6% per annum, in an aggregate amount of $514,141, which was repaid on various dates from March of 2019 through May of 2019, including $200,000 of such principal paid by the issuance of 400,000 shares of common stock. On February 13, 2019, the remaining outstanding obligations under these advances were exchanged for an amended and restated promissory note in the principal amount of $307,141 that bore interest at 6% and was payable upon the earlier of (i) a public or private offering of our equity securities, resulting in gross proceeds of at least $5,000,000, or (ii) February 13, 2022. All indebtedness outstanding under this note, consisting of $307,141 of principal and $13,791 of interest, was repaid in full during the year ended December 31, 2019, with $200,000 of such principal paid by the issuance of 400,000 shares of common stock to the CEO, as described below. Notes Payable, CEO On December 16, 2020, the Company received an advance of $125,000 from our CEO, Isiah Thomas, III pursuant to an unsecured promissory note due on demand that carried a 6% interest rate. On October 28, 2020, the Company received an advance of $50,000 from our CEO, Isiah Thomas, III pursuant to an unsecured promissory note due on demand that carried a 6% interest rate. Notes Payable, Chairman On September 14, 2020, the Company received an advance of $26,000 from our Chairman, Dr. Kenneth Perego, II, M.D. pursuant to an unsecured promissory note due on demand that carried a 6% interest rate. The advance was repaid by the Company on March 31, 2021. 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. 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. Common Stock Issued for Services On December 31, 2020, the Company awarded 750,000 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 $90,000 based on the closing price of the Company’s common stock on the date of grant. On December 31, 2020, the Company awarded 750,000 shares of common stock to the Company’s Interim Chief Financial Officer/Director, Bruce Raben, for services provided. The aggregate fair value of the common stock was $90,000 based on the closing price of the Company’s common stock on the date of grant. 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. Common Stock Sale On September 4, 2019, the Company sold 400,000 shares of common stock at a price of $0.50 per share for $200,000 to the Company’s CEO in which the consideration for such shares was paid by the cancellation of $200,000 of outstanding indebtedness owed to the CEO under the Amended Note, in lieu of cash payment. Common Stock Options Issued for Services 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 were being expensed over the vesting period, resulting in $1,206,933 of stock-based compensation expense during the year ended December 31, 2020. On December 31, 2020, the options were voluntarily surrendered and cancelled. 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 were being expensed over the vesting period, resulting in $102,056 of stock-based compensation expense during the year ended December 31, 2020. On December 31, 2020, the options were voluntarily surrendered and cancelled. 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, the Company’s Interim Chief Financial Officer and 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 were being expensed over the vesting period, resulting in $102,056 of stock-based compensation expense during the year ended December 31, 2020. On December 31, 2020, the options were voluntarily surrendered and cancelled. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 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 balances sheet as of December 31, 2020 and 2019: Fair Value Measurements at December 31, 2020 Level 1 Level 2 Level 3 Assets Cash $ 28,920 $ - $ - Right-of-use-asset - - 195,029 Total assets 28,920 - 195,029 Liabilities Lease liabilities - - 201,525 Notes payable - 334,841 - Total liabilities - (334,841 ) (201,525 ) $ 28,920 $ (334,841 ) $ (6,496 ) 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 notes 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 and Level 2 inputs for the years ended December 31, 2020 or 2019. |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 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. Work in progress includes an allocation of overhead. 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 the following at December 31, 2020 and 2019, respectively. December 31, December 31, 2020 2019 Raw materials $ 27,514 $ 24,682 Work in progress 181,272 - Finished goods 104,673 - 313,459 24,682 Less obsolescence (46,307 ) - Total inventory $ 267,152 $ 24,682 |
Other Current Assets
Other Current Assets | 12 Months Ended |
Dec. 31, 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 December 31, 2020 and 2019, respectively: December 31, December 31, 2020 2019 VAT tax receivable $ 99,199 $ 54,814 Prepaid expenses 19,226 132,338 Other receivables 486 79,954 Total $ 118,911 $ 267,106 |
Security Deposits
Security Deposits | 12 Months Ended |
Dec. 31, 2020 | |
Security Deposits | |
Security Deposits | Note 8 – Security Deposits Security deposits included the following as of December 31, 2020 and 2019, respectively: December 31, December 31, 2020 2019 Utility deposits $ 660 $ - Refundable deposit on equipment purchase 50,000 50,000 Security deposits on leases held in Colombia 9,960 18,033 Security deposit on office lease 4,494 4,494 $ 65,114 $ 72,527 |
Fixed Assets
Fixed Assets | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Fixed Assets | Note 9 – Fixed Assets Fixed assets consist of the following at December 31, 2020 and 2019, respectively: December 31, 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 185,169 174,072 Construction in progress 345,036 335,231 782,059 719,492 Less: accumulated depreciation (55,239 ) (21,629 ) Total $ 726,820 $ 697,863 Construction in progress consists of equipment and capital improvements on the Popayán farm that have not yet been placed in service. Depreciation and amortization expense totaled $33,610 and $19,668 for the years ended December 31, 2020 and 2019, respectively. |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Note 10 – Accrued Expenses Accrued expenses consisted of the following at December 31, 2020 and 2019, respectively: December 31, December 31, 2020 2019 Accrued payroll $ 266,230 $ 67,479 Accrued withholding taxes and employee benefits 18,889 14,386 Accrued ICA fees and contributions 200,335 1,912 Accrued interest 65,081 25,888 $ 550,535 $ 109,665 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Leases | Note 11 – Leases The Company’s corporate offices and operational facility in Colombia under short-term non-cancelable real property lease agreements that expire within a year. 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. 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 Year Ended December 31, 2020 Operating lease cost: Amortization of assets $ 43,144 Interest on lease liabilities 15,114 Total lease cost $ 58,258 Supplemental balance sheet information related to leases was as follows: December 31, 2020 Operating leases: Operating lease assets $ 195,029 Current portion of operating lease liabilities $ 45,271 Noncurrent operating lease liabilities 156,254 Total operating lease liabilities $ 201,525 Weighted average remaining lease term: Operating leases 3.83 years Weighted average discount rate: Operating leases 6.75 % Supplemental cash flow and other information related to leases was as follows: For the Year Ended December 31, 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used for operating leases $ 306,827 Future minimum annual lease commitments under non-cancelable operating leases are as follows at December 31, 2020: Operating Leases 2021 $ 57,498 2022 59,223 2023 61,000 2024 52,098 Total minimum lease payments 229,819 Less interest 28,294 Present value of lease liabilities 201,525 Less current portion 45,271 Long-term lease liabilities $ 156,254 |
Convertible Note Payable
Convertible Note Payable | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Convertible Note Payable | Note 12 – Convertible Note Payable Convertible note payable consists of the following at December 31, 2020 and 2019, respectively: December 31, 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 was 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 could have been, at the option of the holder, 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 were 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 January 14, 2019, the Company received proceeds of $500,000 on an unsecured convertible promissory note that carries a 6% interest rate from The Sanguine Group LLC. The Note was due January 14, 2022. 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 would automatically be converted into such equity securities at a conversion price equal to the lesser of (i) eighty percent (80%) of the purchase price paid by the investors purchasing the equity securities in the Qualified Financing, or (ii) $0.424 per share. The Company’s obligations under this Note were secured by a lien on the assets of the Company. A Qualified Financing subsequently occurred on February 4, 2019, at which time the principal and interest were converted into 1,253,493 shares of the Company’s common stock. - - 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 carried 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, for the year ended December 31, 2019. The Company recorded finance expense in the amount of $332,332 for the year ended December 31, 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 $24,751 for the years ended December 31, 2020 and 2019, respectively. In addition, the Company recognized $332,332 of interest expense related to the debt discount for the year ended December 31, 2019. |
Advances from Shareholders
Advances from Shareholders | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Advances from Shareholders | Note 13 – Advances from Shareholders Advances from shareholders consist of the following at December 31, 2020 and 2019, respectively: December 31, December 31, 2020 2019 On various dates between May 3, 2018 and November 23, 2018, our former CEO advanced short-term unsecured demand loans, bearing interest at 6% per annum, of an aggregate $514,141 to the Company, as follows: $ - $ - The Company recorded interest expense in the amount of $-0- and $16,053 for the years ended December 31, 2020 and 2019, respectively. |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 14 – Notes Payable Notes payable consists of the following at December 31, 2020 and 2019, respectively: December 31, December 31, 2020 2019 On February 3, 2020, the Company, through its wholly-owned subsidiary, One World Pharma SAS, received an advance of 100,000,000 COP, or $29,134 USD, from an individual pursuant to an unsecured promissory note due on demand that carried a 6% interest rate. The Company repaid 50,000,000 COP, or $14,567 USD, during the year ended December 31, 2020. $ 14,567 $ - On December 16, 2020, the Company received an advance of $125,000 from our CEO, Isiah Thomas, III pursuant to an unsecured promissory note due on demand that carried a 6% interest rate. 125,000 - On October 28, 2020, the Company received an advance of $50,000 from our CEO, Isiah Thomas, III pursuant to an unsecured promissory note due on demand that carried a 6% interest rate. 50,000 - On September 14, 2020, the Company received an advance of $26,000 from our Chairman, Dr. Kenneth Perego, II, M.D. pursuant to an unsecured promissory note due on demand that carried a 6% interest rate. The advance was repaid by the Company on March 31, 2021. 26,000 - 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: - - 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. 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 $ 334,841 $ 130,000 The Company recorded interest expense in the amount of $9,734 and $7,679 for the years ended December 31, 2020 and 2019, respectively, including $1,296 of interest payable to officers and directors. The Company recognized interest expense for the year ended December 31, 2020 and 2019, respectively, as follows: December 31, December 31, 2020 2019 Interest on convertible notes $ 21,516 $ 24,751 Interest on advances from shareholders - 16,053 Interest on notes payable 9,734 7,679 Amortization of beneficial conversion features - 332,332 Interest on accounts payable 16,342 1,767 Total interest expense $ 47,592 $ 382,582 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Stockholders' Equity | Note 15 – Stockholders’ Equity Reverse Stock Split On January 10, 2019, the Company effected a 1-for-4 reverse stock split (the “Reverse Stock Split”). No fractional shares were issued, and no cash or other consideration was paid in connection with the Reverse Stock Split. Instead, the Company issued one whole share of the post-Reverse Stock Split common stock to any stockholder who otherwise would have received a fractional share as a result of the Reverse Stock Split. The Company’s authorized shares of common stock prior to the Reverse Stock Split were unaffected. The Reverse Stock Split also did not have any effect on the stated par value of the common stock. Unless otherwise stated, all share and per share information in this Annual Report on Form 10-K has been retroactively adjusted to reflect the Reverse Stock Split. 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 and 300,000 shares have been designated Series B Preferred Stock, subject to anti-dilution provisions. Each share of Series A Preferred Stock is currently convertible into one hundred (100) 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 December 31, 2020, there were 150,233 shares of Series A Preferred Stock issued and outstanding. No Series B Preferred Stock were outstanding as of December 31, 2020. 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. Each share of Preferred Stock carries a number of votes equal to the number of shares of common stock into which such Preferred Stock may then be converted. The Preferred Stock generally will vote together with the common stock and not as a separate class. The Series A Convertible Preferred Stock has been classified outside of permanent equity and liabilities since it embodies a conditional obligation that the Company may settle by issuing a variable number of equity shares and the monetary value of the obligation is based on a fixed monetary amount known at inception. Series A Preferred Stock Sales On various dates between April 14, 2020 and October 28, 2020, the Company received total proceeds of $1,502,330 from the sale of 150,233 units, consisting in the aggregate of 150,233 shares of Series A Preferred Stock and five-year warrants to purchase 7,511,650 shares of common stock at an exercise price of $0.25 per share to twenty-two accredited investors. The proceeds received were allocated between the Series A Preferred Stock and warrants on a relative fair value basis. Series A 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 $37,236 of dividends were payable as of December 31, 2020. 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 December 31, 2020, there were 53,085,305 shares of common stock issued and outstanding. Common Stock Sales, 2020 On November 27, 2020, the Company sold an aggregate of 750,000 shares of common stock at a price of $0.10 per share for total cash proceeds of $75,000. The shares were subsequently issued on March 1, 2021. Prior to the issuance, the fair value of the shares was reflected on the Company’s balance sheet as subscriptions payable. Common Stock Issued on Subscriptions Payable, 2020 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 Issued for Services, Employees and Consultants, 2020 On December 31, 2020, the Company awarded 100,000 shares of common stock to a consultant for services performed. The aggregate fair value of the common stock was $12,000 based on the closing price of the Company’s common stock on the date of grant. 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. 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, 2020 On December 31, 2020, the Company awarded 750,000 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 $90,000 based on the closing price of the Company’s common stock on the date of grant. On December 31, 2020, the Company awarded 750,000 shares of common stock to the Company’s Interim Chief Financial Officer/Director, Bruce Raben, for services provided. The aggregate fair value of the common stock was $90,000 based on the closing price of the Company’s common stock on the date of grant. 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. Common Stock Issued for Share Exchange, 2019 On February 21, 2019, One World Pharma acquired OWP Ventures in 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) the options described above 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”; and (d) 875,000 shares of our common stock owned by OWP Ventures prior to the Merger were cancelled. Common Stock Sales, 2019 On various dates between July 18, 2019 and December 18, 2019, the Company sold an aggregate of 4,360,700 shares of common stock at a price of $0.50 per share for total cash proceeds of $2,430,350, and 400,000 shares purchased by the Company’s CEO in which the consideration for such shares was paid by the cancelation of $200,000 of outstanding indebtedness owed to the CEO under a promissory note, in lieu of cash payment. On various dates between January 3, 2019 and February 19, 2019, the Company sold an aggregate 3,900,000 shares of common stock of OWP Ventures at $0.50 per share for total proceeds of $1,950,000. Common Stock Issued on Subscriptions Payable, 2019 On December 31, 2019 we sold 500,000 shares of common stock at a price of $0.50 per share for total cash proceeds of $250,000. The shares were subsequently issued on January 6, 2020, and the Company recognized a subscriptions payable of $250,000 at December 31, 2019. Common Stock Issued for Debt Conversion, 2019 On February 4, 2019, a total of 1,253,493 shares of common stock of OWP Ventures were issued pursuant to the conversion of $501,397 of convertible debt owed to The Sanguine Group LLC, consisting of $500,000 of principal and $1,397 of interest. Common Stock Options Exercised, 2019 On August 28, 2019, a total of 51,040 shares of common stock were issued upon exercise on a cashless basis of options to purchase 58,331 shares of common stock at a price $0.50 per share. Common Stock Issued for Services, Consultants, 2019 On February 18, 2019, the Company issued 30,000 shares of common stock of OWP Ventures to a consultant for services. The total fair value of the common stock was $15,000 based recent independent third-party sales at $0.50 per share. On various dates between September 4, 2019 and December 4, 2019, the Company awarded an investor relations firm an aggregate 69,666 shares of common stock for services provided. The aggregate fair value of the common stock was $221,560 based on the closing price of the Company’s common stock on the date of grant, and was expensed during the current period. Adjustments to Additional Paid-In Capital, 2019 Pursuant to the purchase of 66.2% of the outstanding common stock of One World Pharma, Inc for $350,000 on November 30, 2018, the Company realized goodwill of $349,420 on the consideration paid in excess of the net fair value of assets and liabilities assumed, which has been recognized as contributed capital due to the subsequent reverse merger between the two entities on February 21, 2019. |
Common Stock Options
Common Stock Options | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
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, 2020 On December 31, 2020, the Company awarded options to purchase 250,000 shares of the Company’s Common Stock at an exercise price equal to $0.13 per share to a consultant. The options vest in equal quarterly installments over the following year. The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 192% and a call option value of $0.1170, was $29,245. The options are being expensed over the vesting period. As of December 31, 2020, a total of $29,245 of unamortized expenses are expected to be expensed over the vesting period. On December 31, 2020, the Company awarded options to purchase 125,000 shares of the Company’s Common Stock at an exercise price equal to $0.13 per share to a consultant. The options vest in equal quarterly installments over the following year. The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 192% and a call option value of $0.1170, was $14,622. The options are being expensed over the vesting period. As of December 31, 2020, a total of $14,622 of unamortized expenses are expected to be expensed over the vesting period. On December 31, 2020, the Company awarded options to purchase 50,000 shares of the Company’s Common Stock at an exercise price equal to $0.13 per share to a consultant. The options vest in equal quarterly installments over the following year. The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 192% and a call option value of $0.1170, was $5,849. The options are being expensed over the vesting period. As of December 31, 2020, a total of $5,849 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. The options are exercisable over a ten year period. The options vested 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 were expensed over the vesting period, resulting in $47,476 of stock-based compensation expense during the year ended December 31, 2020. 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 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 were being expensed over the vesting period, resulting in $63,326 of stock-based compensation expense during the year ended December 31, 2020. On December 31, 2020, the options were voluntarily surrendered and cancelled. 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 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 $23,742 of stock-based compensation expense during the year ended December 31, 2020. As of December 31, 2020, a total of $23,740 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 were being expensed over the vesting period, resulting in $1,206,933 of stock-based compensation expense during the year ended December 31, 2020. On December 31, 2020, the options were voluntarily surrendered and cancelled. 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 were being expensed over the vesting period, resulting in $102,056 of stock-based compensation expense during the year ended December 31, 2020. On December 31, 2020, the options were voluntarily surrendered and cancelled. 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, the Company’s Interim Chief Financial Officer and 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 were being expensed over the vesting period, resulting in $102,056 of stock-based compensation expense during the year ended December 31, 2020. On December 31, 2020, the options were voluntarily surrendered and cancelled. On May 31, 2020, the Company awarded options to purchase an aggregate 1,900,000 shares of the Company’s Common Stock at an exercise price equal to $0.56 per share to six consultants and employees. The options vest as to 633,333 shares immediately, with the remaining 1,266,667 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 $1,063,879. The options were being expensed over the vesting period, resulting in $458,058 of stock-based compensation expense during the year ended December 31, 2020. On December 31, 2020, the options were voluntarily surrendered and cancelled. On May 31, 2020, the Company awarded options to purchase an aggregate 100,000 shares of the Company’s Common Stock at an exercise price equal to $0.56 per share to two consultants. The options vest as to 33,333 shares immediately, with the remaining 66,667 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 $55,994. The options are being expensed over the vesting period, resulting in $25,760 of stock-based compensation expense during the year ended December 31, 2020. As of December 31, 2020, a total of $30,234 of unamortized expenses are expected to be expensed over the vesting period. On December 31, 2020, the options were voluntarily surrendered and cancelled. Common Stock Options Issued for Services, 2019 On February 8, 2019, the Company awarded cashless options to a service provider to acquire up to 100,000 shares of common stock, exercisable at $0.50 per share over a thirty-six (36) month period from the origination date. The options vest as to (i) 8,333 shares on the 8 th On February 8, 2019, the Company awarded cashless options to one of our directors to acquire up to 125,000 shares of common stock, exercisable at $0.50 per share over a thirty-six (36) month period from the origination date. The options vest as to (i) 10,416 shares on the 8 th On January 28, 2019, the Company awarded cashless options to a service provider to acquire up to 500,000 shares of common stock, exercisable at $0.50 per share over a thirty-six (36) month period from the origination date. The options vest as to (i) 41,666 shares on the 8 th On January 28, 2019, the Company awarded cashless options to a service provider to acquire up to 100,000 shares of common stock, exercisable at $0.50 per share over a thirty-six (36) month period from the origination date. The options vest as to (i) 8,333 shares on the 8 th Options Exercised, 2019 No options were exercised during the year ended December 31, 2020. On August 28, 2019, a total of 51,040 shares of common stock were issued upon exercise on a cashless basis of options to purchase 58,331 shares of common stock at a price $0.50 per share. No options were exercised during the year ended December 31, 2020. The following is a summary of information about the Stock Options outstanding at December 31, 2020. Shares Underlying Options Outstanding Shares Underlying Options Exercisable Weighted Shares Average Weighted Shares Weighted Underlying Remaining Average Underlying Average Range of Options Contractual Exercise Options Exercise Exercise Prices Outstanding Life Price Exercisable Price $0.13 - $0.56 1,275,000 6.36 years $ 0.36 632,640 $ 0.49 The following is a summary of activity of outstanding stock options: Weighted Average Number Exercise of Shares Prices Balance, December 31, 2018 - $ - Options granted 825,000 0.50 Options exercised (58,331 ) (0.50 ) Balance, December 31, 2019 766,669 0.50 Options granted 9,875,000 0.51 Options exercised (9,366,669 ) (0.53 ) Balance, December 31, 2020 1,275,000 $ 0.36 Exercisable, December 31, 2020 632,640 $ 0.49 |
Common Stock Warrants
Common Stock Warrants | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Common Stock Warrants | Note 17 – Common Stock Warrants Warrants to purchase a total of 7,511,650 shares of common stock were outstanding as of December 31, 2020. On various dates between April 14, 2020 and October 28, 2020, the Company received total proceeds of $1,502,330 from the sale of 150,233 units, consisting in the aggregate of 150,233 shares of Series A Preferred Stock and five-year warrants to purchase 7,511,650 shares of common stock at an exercise price of $0.25 per share to twenty-two accredited investors. The proceeds received were allocated between the Series A Preferred Stock and warrants on a relative fair value basis. The aggregate estimated value of the warrants using the Black-Scholes Pricing Model, based on a weighted average volatility rate of 305% and a weighted average call option value of $0.2882, was $2,164,995. The following is a summary of information about our warrants to purchase common stock outstanding at December 31, 2020. Shares Underlying Warrants Outstanding Shares Underlying Warrants Exercisable Range of Shares Weighted Weighted Shares Weighted $ 0.25 7,511,650 4.59 years $ 0.25 7,511,650 $ 0.25 The fair value of each warrant grant is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions used for grants under the fixed option plan: December 31, December 31, 2020 2019 Average risk-free interest rates 0.30 % N/A Average expected life (in years) 5.00 N/A Volatility 305 % N/A No warrants were issued during the year ended December 31, 2019. The weighted average fair value of warrants granted with exercise prices at the current fair value of the underlying stock during the year ended December 31, 2020 was approximately $0.25 per warrant. The following is a summary of activity of outstanding common stock warrants: Weighted Average Number Exercise of Shares Price Balance, December 31, 2019 - $ - Warrants granted 7,511,650 0.25 Warrants exercised - - Balance, December 31, 2020 7,511,650 $ 0.25 Exercisable, December 31, 2020 7,511,650 $ 0.25 Deemed Dividend Adjustment, Series A Preferred Stock Per guidance of ASC 260, the Company recorded a deemed dividend of $1,502,330 related to the 7,511,650 warrants included with the Unit Offerings, consisting of the sale of the Series A Preferred Stock and common stock warrants. The value of the deemed dividend was capped at the fair value of the consideration received for the sale of the Unit Offerings. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 18 – Commitments and Contingencies Lease Commitment The Company leases executive office space in Las Vegas, Nevada. In addition, OWP Colombia leases an office and a home in Bogota under leases expiring in less than a year. Our anticipated future lease commitments on a calendar year basis in US dollars, excluding common area maintenance fees, under non-cancelable operating leases are as follows. Amounts of minimum future annual commitments on a calendar year basis in US dollars, excluding common area maintenance fees, under non-cancelable operating leases are as follows: Minimum Year Ending Lease December 31, Commitments 2021 $ 57,498 2022 59,223 2023 61,000 2024 52,098 Total minimum lease payments 229,819 Less interest 28,294 Present value of lease liabilities 201,525 Less current portion 45,271 Long-term lease liabilities $ 156,254 Rent expense was $156,362 and $136,750 for the years ended December 31, 2020 and 2019, respectively. Legal Contingencies There are no material pending legal proceedings to which we are a party or to which any of our property is subject, nor are there any such proceedings known to be contemplated by governmental authorities. None of our directors, officers or affiliates is involved in a proceeding adverse to our business or has a material interest adverse to our business. |
Income Tax
Income Tax | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Tax | Note 19 - Income Tax 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 years ended December 31, 2020 and 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 December 31, 2020, the Company had approximately $5,900,000 of federal net operating losses. The net operating loss carry forwards, if not utilized, will begin to expire in 2025. The provision (benefit) for income taxes for the years ended December 31, 2020 and 2019 were assuming a 21% effective tax rate. The effective income tax rate for the years ended December 31, 2020 and 2019 consisted of the following: December 31, 2020 2019 Federal statutory income tax rate 21 % 21 % State income taxes -% -% Change in valuation allowance (21 )% (21 )% Net effective income tax rate - - The components of the Company’s deferred tax asset are as follows: December 31, 2020 2019 Deferred tax assets: Net operating loss carry forwards $ 1,239,000 $ 908,350 Net deferred tax assets before valuation allowance $ 1,239,000 $ 908,350 Less: Valuation allowance (1,239,000 ) (908,350 ) Net deferred tax assets $ - $ - 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 December 31, 2020 and 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 | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 20 – Subsequent Events Debt Financing On January 20, 2021, the Company completed the sale of a Promissory Note in the principal amount of $290,000 (the “Note”) to AJB Capital Investments LLC (the “Investor”) for a purchase price of $281,300, pursuant to a Securities Purchase Agreement between the Company and the Investor (the “Purchase Agreement”). The Note matures on October 20, 2021 (the “Maturity Date”), bears interest at a rate of 10% per annum, and, following an event of default only, is convertible into shares of the Company’s common stock at a conversion price equal to the lesser of 90% of the lowest trading price during (i) the 20 trading day period preceding the issuance date of the note, or (ii) the 20 trading day period preceding date of conversion of the Note. The Note is also subject to covenants, events of defaults, penalties, default interest and other terms and conditions customary in transactions of this nature. Pursuant to the Purchase Agreement, the Company paid a commitment fee to the Investor in the amount of $200,000 (the “Commitment Fee”) in the form of 2,000,000 shares of the Company’s common stock (the “Commitment Fee Shares”). During the six month period following the six month anniversary of the closing date (the “Adjustment Period”), the Investor shall be entitled to be issued additional shares of common stock of the Company to the extent the Investor’s sale of the Commitment Fee Shares has resulted in net proceeds in an amount less than the Commitment Fee. If the Company repays the Note on or prior to the Maturity Date, the Company may redeem 1,000,000 of the Commitment Fee Shares for a nominal redemption price of $1.00. The obligations of the Company to the Investor under the Note and the Purchase Agreement are secured by a lien on the Company’s assets pursuant to a Security Agreement between the Company and the Investor. Series A Preferred Stock Conversions On April 6, 2021, a shareholder converted 30,000 shares of Series A Preferred Stock into 3,000,000 shares of common stock. On March 24, 2021, a shareholder converted 10,000 shares of Series A Preferred Stock into 1,000,000 shares of common stock. On January 26, 2021, a shareholder converted 5,000 shares of Series A Preferred Stock into 500,000 shares of common stock. On January 12, 2021, a shareholder converted 10,000 shares of Series A Preferred Stock into 1,000,000 shares of common stock. Series B Preferred Stock Sales On February 7, 2021, the Company and ISIAH International, LLC (“ISIAH International”), entered into a Securities Purchase Agreement (the “Purchase Agreement”) under which ISIAH International agreed to purchase from the Company, on the dates provided for in the Purchase Agreement, an aggregate of 200,000 shares of the Company’s newly designated Series B Preferred Stock (“Series B Preferred Stock”), convertible into an aggregate of 20,000,000 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), for a purchase price of $15.00 per share of Preferred Stock, and an aggregate purchase price of $3 million. Each share of Series B Preferred Stock has a Stated Value of $15.00 and is convertible into Common Stock at a conversion price equal to $0.15. Isiah Thomas, the Company’s Chief Executive Officer, is the sole member and Chief Executive Officer of ISIAH International. Pursuant to the Purchase Agreement, ISIAH International has agreed to purchase shares of Series B Preferred Stock from the Company according to the following schedule: Date Shares Purchase Price Initial Closing Date 16,666 $ 249,990 February 22, 2021 16,667 $ 250,005 March 8, 2021 16,667 $ 250,005 March 22, 2021 16,667 $ 250,005 April 5, 2021 16,666 $ 249,990 April 19, 2021 16,667 $ 250,005 May 17, 2021 33,334 $ 500,010 June 14, 2021 33,333 $ 499,995 July 12, 2021 33,333 $ 499,995 Total 200,000 $ 3,000,000 As of April 14, 2021, a total of 83,333 shares Series B Preferred Stock have been purchased in accordance with the above schedule, for total proceeds of $1,249,995. On various dates between March 9, 2021 and March 15, 2021, the Company received total proceeds of $477,510 from the sale of an additional 31,834 shares of Series B Preferred Stock at a price of $15.00 per share to five accredited investors. Common Stock Issued on Subscriptions Payable On March 1, 2021, the Company issued 750,000 shares of common stock on a Subscriptions Payable for the November 27, 2020 sale of common stock at $0.10 per share for proceeds of $75,000. Option Grants On January 1, 2021, the Company awarded options to purchase 5,500,000 shares of the Company’s Common Stock at an exercise price equal to $0.13 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 2,750,000 shares immediately, and as to the remaining 2,750,000 shares vesting quarterly in 250,000 increments over the following eleven quarters. On January 1, 2021, the Company awarded options to purchase 350,000 shares of the Company’s Common Stock under the Company’s 2019 Plan at an exercise price equal to $0.13 per share, exercisable over a ten year period to the Company’s Chairman of the Board, Dr. Ken Perego. The options vest in equal quarterly installments over one year. On January 1, 2021, the Company awarded options to purchase 475,000 shares of the Company’s Common Stock under the Company’s 2019 Plan at an exercise price equal to $0.13 per share, exercisable over a ten year period to Bruce Raben, the Company’s Interim Chief Financial Officer and a Director of the Company. The options vest in equal quarterly installments over one year. On January 1, 2021, the Company awarded options to purchase an aggregate 1,842,000 shares of the Company’s Common Stock under the Company’s 2019 Plan at an exercise price equal to $0.13 per share, exercisable over a ten year period to seven consultants and employees. in equal quarterly installments over one year. |
Nature of Business and Signif_2
Nature of Business and Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 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 only 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 Annual Report on Form 10-K 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 financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”). All references to Generally Accepted Accounting Principles (“GAAP”) are in accordance with The FASB Accounting Standards Codification (“ASC”) and the Hierarchy of Generally Accepted Accounting Principles. These statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management are necessary for fair presentation of the information contained therein. |
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 December 31, 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) (2) (3) (4) 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 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 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 of America requires management to make estimates and assumptions that may affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. |
Reclassifications | Reclassifications Certain reclassifications have been made to the prior years’ financial statements to conform to current year presentation. These reclassifications had no effect on previously reported results of operations or retained earnings. |
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 The Company adopted ASC 820, Fair Value Measurements and Disclosures (ASC 820). ASC 820 defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are defined as follows: - Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. - Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. - Level 3 inputs to valuation methodology are unobservable and significant to the fair measurement. The carrying value of cash, accounts receivable, accounts payables and accrued expenses 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 any cash in excess of FDIC insured limits at December 31, 2020, and has not experienced any losses in such accounts. |
Goodwill | Goodwill Goodwill is the excess of the consideration transferred over the fair value of the acquired assets and assumed liabilities in a business combination. Goodwill is not amortized but rather tested for impairment at least annually. We test goodwill for impairment on the first day of the fourth quarter each fiscal year. Goodwill is also tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying amount. When testing goodwill for impairment, we may assess qualitative factors for some or all of our reporting units to determine whether it is more likely than not (that is, a likelihood of more than 50 percent) that the fair value of a reporting unit is less than its carrying amount, including goodwill. Alternatively, we may bypass this qualitative assessment for some or all of our reporting units and perform step 1 of the two-step goodwill impairment test. If we perform step 1 and the carrying amount of the reporting unit exceeds its fair value, we would perform step 2 to measure such impairment. Impairment testing for goodwill is done at the reporting unit level. A reporting unit is an operating segment or one level below an operating segment (also known as a component). A component of an operating segment is a reporting unit if the component constitutes a business for which discrete financial information is available, and segment management regularly reviews the operating results of that component. During the year ended December 31, 2019, we recognized $102,000 of goodwill impairment on the acquisition of Colombian Hope, S.A.S., as disclosed in Note 3, below. |
Revenue Recognition | Revenue Recognition Effective January 1, 2018, the Company adopted 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 years ended December 31, 2020 or 2019. |
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. |
Advertising Costs | Advertising Costs The Company expenses the cost of advertising and promotions as incurred. Advertising and promotions expense was $143,341 and $114,244 for the years ended December 31, 2020 and 2019, respectively. |
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 years ended December 31, 2020 and 2019, potential dilutive securities had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share. |
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 2018-07 (ASC 2018-07). 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. |
Income Taxes | Income Taxes The Company recognizes deferred tax assets and liabilities based on differences between the financial reporting and tax basis of assets and liabilities using the enacted tax rates and laws that are expected to be in effect when the differences are expected to be recovered. The Company provides a valuation allowance for deferred tax assets for which it does not consider realization of such assets to be more likely than not. |
Uncertain Tax Positions | Uncertain Tax Positions In accordance with ASC 740, “Income Taxes” (“ASC 740”), the Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be capable of withstanding examination by the taxing authorities based on the technical merits of the position. These standards prescribe a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. These standards also provide guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. Various taxing authorities periodically audit the Company’s income tax returns. These audits include questions regarding the Company’s tax filing positions, including the timing and amount of deductions and the allocation of income to various tax jurisdictions. In evaluating the exposures connected with these various tax filing positions, including state and local taxes, the Company records allowances for probable exposures. A number of years may elapse before a particular matter, for which an allowance has been established, is audited and fully resolved. The Company has not yet undergone an examination by any taxing authorities. The assessment of the Company’s tax position relies on the judgment of management to estimate the exposures associated with the Company’s various filing positions. Various taxing authorities periodically audit the Company’s income tax returns. These audits include questions regarding the Company’s tax filing positions, including the timing and amount of deductions and the allocation of income to various tax jurisdictions. In evaluating the exposures connected with these various tax filing positions, including state and local taxes, the Company records allowances for probable exposures. A number of years may elapse before a particular matter, for which an allowance has been established, is audited and fully resolved. The Company has not yet undergone an examination by any taxing authorities. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“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) | 12 Months Ended |
Dec. 31, 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 December 31, 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 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 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 balances sheet as of December 31, 2020 and 2019: Fair Value Measurements at December 31, 2020 Level 1 Level 2 Level 3 Assets Cash $ 28,920 $ - $ - Right-of-use-asset - - 195,029 Total assets 28,920 - 195,029 Liabilities Lease liabilities - - 201,525 Notes payable - 334,841 - Total liabilities - (334,841 ) (201,525 ) $ 28,920 $ (334,841 ) $ (6,496 ) 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 notes payable - - 507,332 Notes payable - 130,000 - Total liabilities - (130,000 ) (1,015,684 ) $ 282,380 $ (130,000 ) $ (512,978 ) |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory consisted of the following at December 31, 2020 and 2019, respectively. December 31, December 31, 2020 2019 Raw materials $ 27,514 $ 24,682 Work in progress 181,272 - Finished goods 104,673 - 313,459 24,682 Less obsolescence (46,307 ) - Total inventory $ 267,152 $ 24,682 |
Other Current Assets (Tables)
Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other Current Assets | Other current assets included the following as of December 31, 2020 and 2019, respectively: December 31, December 31, 2020 2019 VAT tax receivable $ 99,199 $ 54,814 Prepaid expenses 19,226 132,338 Other receivables 486 79,954 Total $ 118,911 $ 267,106 |
Security Deposits (Tables)
Security Deposits (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Security Deposits | |
Schedule of Security Deposits | Security deposits included the following as of December 31, 2020 and 2019, respectively: December 31, December 31, 2020 2019 Utility deposits $ 660 $ - Refundable deposit on equipment purchase 50,000 50,000 Security deposits on leases held in Colombia 9,960 18,033 Security deposit on office lease 4,494 4,494 $ 65,114 $ 72,527 |
Fixed Assets (Tables)
Fixed Assets (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Fixed Assets | Fixed assets consist of the following at December 31, 2020 and 2019, respectively: December 31, 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 185,169 174,072 Construction in progress 345,036 335,231 782,059 719,492 Less: accumulated depreciation (55,239 ) (21,629 ) Total $ 726,820 $ 697,863 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consisted of the following at December 31, 2020 and 2019, respectively: December 31, December 31, 2020 2019 Accrued payroll $ 266,230 $ 67,479 Accrued withholding taxes and employee benefits 18,889 14,386 Accrued ICA fees and contributions 200,335 1,912 Accrued interest 65,081 25,888 $ 550,535 $ 109,665 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Schedule of Components of Lease Expense | The components of lease expense were as follows: For the Year Ended December 31, 2020 Operating lease cost: Amortization of assets $ 43,144 Interest on lease liabilities 15,114 Total lease cost $ 58,258 |
Schedule of Supplemental Balance Sheet Information Related to Leases | Supplemental balance sheet information related to leases was as follows: December 31, 2020 Operating leases: Operating lease assets $ 195,029 Current portion of operating lease liabilities $ 45,271 Noncurrent operating lease liabilities 156,254 Total operating lease liabilities $ 201,525 Weighted average remaining lease term: Operating leases 3.83 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 Year Ended December 31, 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used for operating leases $ 306,827 |
Schedule of Operating Lease Liability Maturity | Future minimum annual lease commitments under non-cancelable operating leases are as follows at December 31, 2020: Operating Leases 2021 $ 57,498 2022 59,223 2023 61,000 2024 52,098 Total minimum lease payments 229,819 Less interest 28,294 Present value of lease liabilities 201,525 Less current portion 45,271 Long-term lease liabilities $ 156,254 |
Convertible Note Payable (Table
Convertible Note Payable (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Note Payable | Convertible note payable consists of the following at December 31, 2020 and 2019, respectively: December 31, 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 was 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 could have been, at the option of the holder, 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 were 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 January 14, 2019, the Company received proceeds of $500,000 on an unsecured convertible promissory note that carries a 6% interest rate from The Sanguine Group LLC. The Note was due January 14, 2022. 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 would automatically be converted into such equity securities at a conversion price equal to the lesser of (i) eighty percent (80%) of the purchase price paid by the investors purchasing the equity securities in the Qualified Financing, or (ii) $0.424 per share. The Company’s obligations under this Note were secured by a lien on the assets of the Company. A Qualified Financing subsequently occurred on February 4, 2019, at which time the principal and interest were converted into 1,253,493 shares of the Company’s common stock. - - 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 carried 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 |
Advances from Shareholders (Tab
Advances from Shareholders (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Schedule of Advances from Shareholders | Advances from shareholders consist of the following at December 31, 2020 and 2019, respectively: December 31, December 31, 2020 2019 On various dates between May 3, 2018 and November 23, 2018, our former CEO advanced short-term unsecured demand loans, bearing interest at 6% per annum, of an aggregate $514,141 to the Company, as follows: $ - $ - |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | Notes payable consists of the following at December 31, 2020 and 2019, respectively: December 31, December 31, 2020 2019 On February 3, 2020, the Company, through its wholly-owned subsidiary, One World Pharma SAS, received an advance of 100,000,000 COP, or $29,134 USD, from an individual pursuant to an unsecured promissory note due on demand that carried a 6% interest rate. The Company repaid 50,000,000 COP, or $14,567 USD, during the year ended December 31, 2020. $ 14,567 $ - On December 16, 2020, the Company received an advance of $125,000 from our CEO, Isiah Thomas, III pursuant to an unsecured promissory note due on demand that carried a 6% interest rate. 125,000 - On October 28, 2020, the Company received an advance of $50,000 from our CEO, Isiah Thomas, III pursuant to an unsecured promissory note due on demand that carried a 6% interest rate. 50,000 - On September 14, 2020, the Company received an advance of $26,000 from our Chairman, Dr. Kenneth Perego, II, M.D. pursuant to an unsecured promissory note due on demand that carried a 6% interest rate. The advance was repaid by the Company on March 31, 2021. 26,000 - 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: - - 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. 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 $ 334,841 $ 130,000 |
Schedule of Interest Expenses | The Company recognized interest expense for the year ended December 31, 2020 and 2019, respectively, as follows: December 31, December 31, 2020 2019 Interest on convertible notes $ 21,516 $ 24,751 Interest on advances from shareholders - 16,053 Interest on notes payable 9,734 7,679 Amortization of beneficial conversion features - 332,332 Interest on accounts payable 16,342 1,767 Total interest expense $ 47,592 $ 382,582 |
Common Stock Options (Tables)
Common Stock Options (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Schedule of Option Exercise Price Range | The following is a summary of information about the Stock Options outstanding at December 31, 2020. Shares Underlying Options Outstanding Shares Underlying Options Exercisable Weighted Shares Average Weighted Shares Weighted Underlying Remaining Average Underlying Average Range of Options Contractual Exercise Options Exercise Exercise Prices Outstanding Life Price Exercisable Price $0.13 - $0.56 1,275,000 6.36 years $ 0.36 632,640 $ 0.49 |
Schedule of Option Activity | The following is a summary of activity of outstanding stock options: Weighted Average Number Exercise of Shares Prices Balance, December 31, 2018 - $ - Options granted 825,000 0.50 Options exercised (58,331 ) (0.50 ) Balance, December 31, 2019 766,669 0.50 Options granted 9,875,000 0.51 Options exercised (9,366,669 ) (0.53 ) Balance, December 31, 2020 1,275,000 $ 0.36 Exercisable, December 31, 2020 632,640 $ 0.49 |
Common Stock Warrants (Tables)
Common Stock Warrants (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Schedule of Warrants to Purchase Common Stock Outstanding | The following is a summary of information about our warrants to purchase common stock outstanding at December 31, 2020. Shares Underlying Warrants Outstanding Shares Underlying Warrants Exercisable Range of Shares Weighted Weighted Shares Weighted $ 0.25 7,511,650 4.59 years $ 0.25 7,511,650 $ 0.25 |
Schedule of Fair value Assumption of Warrants | The fair value of each warrant grant is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions used for grants under the fixed option plan: December 31, December 31, 2020 2019 Average risk-free interest rates 0.30 % N/A Average expected life (in years) 5.00 N/A Volatility 305 % N/A |
Schedule of Warrants Activity | The following is a summary of activity of outstanding common stock warrants: Weighted Average Number Exercise of Shares Price Balance, December 31, 2019 - $ - Warrants granted 7,511,650 0.25 Warrants exercised - - Balance, December 31, 2020 7,511,650 $ 0.25 Exercisable, December 31, 2020 7,511,650 $ 0.25 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Non Cancelable Operating Lease Liability Maturity | Amounts of minimum future annual commitments on a calendar year basis in US dollars, excluding common area maintenance fees, under non-cancelable operating leases are as follows: Minimum Year Ending Lease December 31, Commitments 2021 $ 57,498 2022 59,223 2023 61,000 2024 52,098 Total minimum lease payments 229,819 Less interest 28,294 Present value of lease liabilities 201,525 Less current portion 45,271 Long-term lease liabilities $ 156,254 |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate | The effective income tax rate for the years ended December 31, 2020 and 2019 consisted of the following: December 31, 2020 2019 Federal statutory income tax rate 21 % 21 % State income taxes -% -% Change in valuation allowance (21 )% (21 )% Net effective income tax rate - - |
Schedule of Deferred Tax Asset | The components of the Company’s deferred tax asset are as follows: December 31, 2020 2019 Deferred tax assets: Net operating loss carry forwards $ 1,239,000 $ 908,350 Net deferred tax assets before valuation allowance $ 1,239,000 $ 908,350 Less: Valuation allowance (1,239,000 ) (908,350 ) Net deferred tax assets $ - $ - |
Subsequent Events (Tables)
Subsequent Events (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Schedule of Agreement to Purchase Shares of Preferred Stock | Pursuant to the Purchase Agreement, ISIAH International has agreed to purchase shares of Series B Preferred Stock from the Company according to the following schedule: Date Shares Purchase Price Initial Closing Date 16,666 $ 249,990 February 22, 2021 16,667 $ 250,005 March 8, 2021 16,667 $ 250,005 March 22, 2021 16,667 $ 250,005 April 5, 2021 16,666 $ 249,990 April 19, 2021 16,667 $ 250,005 May 17, 2021 33,334 $ 500,010 June 14, 2021 33,333 $ 499,995 July 12, 2021 33,333 $ 499,995 Total 200,000 $ 3,000,000 |
Nature of Business and Signif_4
Nature of Business and Significant Accounting Policies (Details Narrative) | Feb. 21, 2019USD ($)$ / sharesshares | Dec. 31, 2020USD ($)Number | Dec. 31, 2019USD ($) | Aug. 28, 2019$ / shares |
Common stock exercise price | $ / shares | $ 0.50 | |||
Proceeds from issuance convertible note | $ 500,000 | |||
Number of operating segments | Number | 1 | |||
FDIC insured amount | $ 250,000 | |||
Cash uninsured amount | ||||
Goodwill impairment | 102,000 | |||
Advertising and promotions expense | $ 143,341 | $ 114,244 | ||
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 $0.424 per share or 80% of the price we sell our common stock in a future “Qualified Offering”; (d) 875,000 shares of our common stock owned by OWP Ventures prior to the Merger were cancelled; and (e) OWP Ventures’ chief operating officer became our chief operating officer and two of OWP Ventures’ directors became members of our board of directors. |
Nature of Business and Signif_5
Nature of Business and Significant Accounting Policies - Schedule of Common Control and Ownership Interest (Details) | 12 Months Ended | |
Dec. 31, 2020 | ||
Name of Entity | One World Pharma, Inc. | |
One World Pharma, Inc [Member] | ||
Name of Entity | One World Pharma, Inc | [1] |
State of Incorporation | NV | [1] |
Relationship | Parent | [1] |
OWP Ventures, Inc. [Member] | ||
Name of Entity | OWP Ventures, Inc. | [2] |
State of Incorporation | DE | [2] |
Relationship | Subsidiary | [2] |
One World Pharma S.A.S. [Member] | ||
Name of Entity | One World Pharma S.A.S. | [3] |
State of Incorporation | CO | [3] |
Relationship | Subsidiary | [3] |
Colombian Hope, S.A.S. [Member] | ||
Name of Entity | Colombian Hope, S.A.S | [4] |
State of Incorporation | CO | [4] |
Relationship | Subsidiary | [4] |
[1] | Holding company in the form of a corporation. | |
[2] | Holding company in the form of a corporation and wholly-owned subsidiary of One World Pharma, Inc. | |
[3] | Wholly-owned subsidiary of OWP Ventures, Inc. since May 30, 2018, located in Colombia and legally constituted as a simplified stock company registered in the Chamber of Commerce of Bogotá on July 18, 2017. Its headquarters are located in Bogotá. | |
[4] | Wholly-owned subsidiary of OWP Ventures, Inc., acquired on November 19, 2019, located in Colombia and legally constituted as a simplified stock company. This company has yet to incur any income or expenses. |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | Jul. 12, 2021 | Apr. 14, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Negative working capital | $ (1,281,818) | |||
Accumulated deficit | $ (16,132,326) | $ (8,167,166) | ||
Subsequent Event [Member] | ||||
Proceeds from related party | $ 1,250,000 | |||
Subsequent Event [Member] | ISIAH International, LLC [Member] | ||||
Proceeds from related party | $ 3,000,000 |
Mergers and Acquisitions (Detai
Mergers and Acquisitions (Details Narrative) - USD ($) | Dec. 06, 2019 | Feb. 21, 2019 | Nov. 30, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Aug. 28, 2019 |
Common stock exercise price | $ 0.50 | |||||
Proceeds from issuance convertible note | $ 500,000 | |||||
Ownership percentage | 4.99% | |||||
Acquisition purchase price | $ 349,420 | |||||
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% | |||||
Merger Agreement [Member] | ||||||
Options to purchase common stock | 825,000 | |||||
Common stock exercise price | $ 0.50 | |||||
Merger Agreement [Member] | OWP Ventures, Inc. [Member] | ||||||
Number of stock issued | 39,475,398 | |||||
Options to purchase common stock | 825,000 | |||||
Common stock exercise price | $ 0.50 | |||||
Proceeds from issuance convertible note | $ 300,000 | |||||
Conversion price | $ 0.424 | |||||
Number of shares cancelled | 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. | |||||
Share Purchase Agreement [Member] | Colombian Hope, S.A.S. [Member] | OWP Ventures, Inc. [Member] | ||||||
Acquisition purchase price | $ 102,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Dec. 31, 2020 | Jul. 02, 2020 | Jun. 03, 2020 | Jun. 03, 2020 | May 31, 2020 | Sep. 04, 2019 | Aug. 28, 2019 | Feb. 13, 2019 | May 31, 2019 | Dec. 18, 2019 | Nov. 23, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 16, 2020 | Oct. 28, 2020 | Sep. 14, 2020 | Apr. 02, 2020 | Nov. 14, 2019 | May 03, 2018 |
Issuance of common stock | $ 75,000 | $ 4,380,350 | |||||||||||||||||
Number of shares issued, shares | 58,331 | ||||||||||||||||||
Common stock issued for services | $ 3,578,500 | 236,560 | |||||||||||||||||
Shares issued price per share | $ 0.60 | $ 0.60 | |||||||||||||||||
Stock option, call option, price per share | $ 0.50 | ||||||||||||||||||
Share-based compensation | $ 3,578,500 | 236,560 | |||||||||||||||||
Unsecured Promissory Note [Member] | MCKP Investments LLC [Member] | |||||||||||||||||||
Interest rate | 6.00% | ||||||||||||||||||
Debt instrument with accrued interest | $ 1,882 | ||||||||||||||||||
Due to related party | $ 50,000 | ||||||||||||||||||
Unsecured Promissory Note [Member] | MCKP Investments LLC [Member] | |||||||||||||||||||
Interest rate | 6.00% | ||||||||||||||||||
Debt instrument with accrued interest | 3,011 | ||||||||||||||||||
Due to related party | $ 80,000 | ||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||
Issuance of common stock | $ 500 | $ 8,260 | |||||||||||||||||
Number of shares issued, shares | 500,000 | 8,260,700 | |||||||||||||||||
Common stock issued for services, shares | 7,781,000 | 99,666 | |||||||||||||||||
Common stock issued for services | $ 7,781 | $ 100 | |||||||||||||||||
Former Chief Executive Officer [Member] | |||||||||||||||||||
Interest rate | 6.00% | 6.00% | |||||||||||||||||
Repayments of short term debt | $ 514,141 | ||||||||||||||||||
Former Chief Executive Officer [Member] | Promissory Note [Member] | |||||||||||||||||||
Interest rate | 6.00% | ||||||||||||||||||
Issuance of common stock | $ 200,000 | ||||||||||||||||||
Number of shares issued, shares | 400,000 | ||||||||||||||||||
Debt principal amount | $ 307,141 | ||||||||||||||||||
Debt instrument with accrued interest | 13,791 | ||||||||||||||||||
Former Chief Executive Officer [Member] | Promissory Note [Member] | Minimum [Member] | |||||||||||||||||||
Proceeds from private offering | $ 5,000,000 | ||||||||||||||||||
Former Chief Executive Officer [Member] | Common Stock [Member] | |||||||||||||||||||
Issuance of common stock | $ 200,000 | ||||||||||||||||||
Number of shares issued, shares | 400,000 | ||||||||||||||||||
Isiah Thomas [Member] | |||||||||||||||||||
Interest rate | 6.00% | 6.00% | |||||||||||||||||
Due to related party | $ 125,000 | $ 50,000 | |||||||||||||||||
Dr. Kenneth Perego [Member] | |||||||||||||||||||
Interest rate | 6.00% | ||||||||||||||||||
Due to related party | $ 26,000 | ||||||||||||||||||
Dr. Kenneth Perego [Member] | MCKP Investments LLC [Member] | |||||||||||||||||||
Interest rate | 6.00% | ||||||||||||||||||
Debt instrument with accrued interest | $ 90 | ||||||||||||||||||
Due to related party | $ 6,000 | ||||||||||||||||||
Dr. Ken Perego [Member] | |||||||||||||||||||
Common stock issued for services, shares | 350,000 | 750,000 | |||||||||||||||||
Common stock issued for services | $ 196,000 | $ 90,000 | |||||||||||||||||
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 | ||||||||||||||||||
Share-based compensation | $ 102,056 | ||||||||||||||||||
Dr. Ken Perego [Member] | Vesting Immediately [Member] | |||||||||||||||||||
Number of options vested during period, shares | 116,667 | ||||||||||||||||||
Dr. Ken Perego [Member] | Vesting Quarterly Over Two Years, Beginning October 1, 2020 [Member] | |||||||||||||||||||
Number of options vested during period, shares | 233,333 | ||||||||||||||||||
Dr. Ken Perego [Member] | Common Stock [Member] | |||||||||||||||||||
Common stock issued for services, shares | 750,000 | ||||||||||||||||||
Common stock issued for services | $ 90,000 | ||||||||||||||||||
Bruce Raben [Member] | |||||||||||||||||||
Common stock issued for services, shares | 750,000 | ||||||||||||||||||
Common stock issued for services | $ 90,000 | ||||||||||||||||||
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 | ||||||||||||||||||
Share-based compensation | 102,056 | ||||||||||||||||||
Bruce Raben [Member] | Vesting Immediately [Member] | |||||||||||||||||||
Number of options vested during period, shares | 116,667 | ||||||||||||||||||
Bruce Raben [Member] | Vesting Quarterly Over Two Years, Beginning October 1, 2020 [Member] | |||||||||||||||||||
Number of options vested during period, shares | 233,333 | ||||||||||||||||||
Bruce Raben [Member] | Common Stock [Member] | |||||||||||||||||||
Common stock issued for services, shares | 750,000 | ||||||||||||||||||
Common stock issued for services | $ 90,000 | ||||||||||||||||||
Chief Executive Officer, Isiah L. Thomas III [Member] | |||||||||||||||||||
Common stock issued for services, shares | 500,000 | ||||||||||||||||||
Common stock issued for services | $ 275,000 | ||||||||||||||||||
Chief Executive Officer, Isiah L. Thomas III [Member] | 2019 Stock Incentive Plan [Member] | |||||||||||||||||||
Number of options awarded during period, shares | 5,500,000 | 5,500,000 | |||||||||||||||||
Options exercise price, per share | $ 0.55 | $ 0.55 | |||||||||||||||||
Options exercisable period | 10 years | 10 years | |||||||||||||||||
Stock option, volatility rate | 301.00% | 301.00% | |||||||||||||||||
Stock option, call option, price per share | $ 0.5499 | $ 0.5499 | |||||||||||||||||
Stock option, call option value | $ 3,024,689 | $ 3,024,689 | |||||||||||||||||
Share-based compensation | $ 1,206,933 | ||||||||||||||||||
Chief Executive Officer, Isiah L. Thomas III [Member] | 2019 Stock Incentive Plan [Member] | Vesting Immediately [Member] | |||||||||||||||||||
Number of options vested during period, shares | 1,500,000 | 1,500,000 | |||||||||||||||||
Chief Executive Officer, Isiah L. Thomas III [Member] | 2019 Stock Incentive Plan [Member] | 120 Days Following Issuance of the Option [Member] | |||||||||||||||||||
Number of options vested during period, shares | 1,000,000 | 1,000,000 | |||||||||||||||||
Chief Executive Officer, Isiah L. Thomas III [Member] | 2019 Stock Incentive Plan [Member] | Vesting Quarterly Over Three Years [Member] | |||||||||||||||||||
Number of options vested during period, shares | 3,000,000 | 3,000,000 | |||||||||||||||||
Former Chief Executive Officer, Craig Ellins [Member] | |||||||||||||||||||
Common stock issued for services, shares | 2,000,000 | ||||||||||||||||||
Common stock issued for services | $ 1,100,000 | ||||||||||||||||||
Chief Executive Officer [Member] | |||||||||||||||||||
Issuance of common stock | $ 200,000 | ||||||||||||||||||
Number of shares issued, shares | 400,000 | ||||||||||||||||||
Chief Executive Officer [Member] | Common Stock [Member] | |||||||||||||||||||
Issuance of common stock | $ 200,000 | ||||||||||||||||||
Number of shares issued, shares | 400,000 | ||||||||||||||||||
Shares issued price per share | $ 0.50 | ||||||||||||||||||
Cancellation of outstanding indebtedness of common stock | $ 200,000 |
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 ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Right-of-use asset | $ 195,029 | $ 502,706 |
Lease liabilities | 201,525 | |
Level 1 [Member] | ||
Cash | 28,920 | 282,380 |
Right-of-use asset | ||
Total assets | 28,920 | 282,380 |
Lease liabilities | ||
Notes payable | ||
Convertible notes payable | ||
Total liabilities | ||
Total assets and liabilities | 28,920 | 282,380 |
Level 2 [Member] | ||
Cash | ||
Right-of-use asset | ||
Total assets | ||
Lease liabilities | ||
Notes payable | 334,841 | 130,000 |
Convertible notes payable | ||
Total liabilities | (334,841) | (130,000) |
Total assets and liabilities | (334,841) | (130,000) |
Level 3 [Member] | ||
Cash | ||
Right-of-use asset | 195,029 | 502,706 |
Total assets | 195,029 | 502,706 |
Lease liabilities | 201,525 | 508,352 |
Notes payable | ||
Convertible notes payable | 507,332 | |
Total liabilities | (201,525) | (1,015,684) |
Total assets and liabilities | $ (6,496) | $ (512,978) |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory (Details Narrative) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 27,514 | $ 24,682 |
Work in progress | 181,272 | |
Finished goods | 104,673 | |
Inventory gross | 313,459 | 24,682 |
Less obsolescence | (46,307) | |
Total inventory | $ 267,152 | $ 24,682 |
Other Current Assets - Schedule
Other Current Assets - Schedule of Other Current Assets (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
VAT tax receivable | $ 99,199 | $ 54,814 |
Prepaid expenses | 19,226 | 132,338 |
Other receivables | 486 | 79,954 |
Total | $ 118,911 | $ 267,106 |
Security Deposits - Schedule of
Security Deposits - Schedule of Security Deposits (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Security deposits | $ 65,114 | $ 72,527 |
Utilities Deposits [Member] | ||
Security deposits | 660 | |
Refundable Deposit on Equipment Purchase [Member] | ||
Security deposits | 50,000 | 50,000 |
Security Deposits on Leases Held in Colombia [Member] | ||
Security deposits | 9,960 | 18,033 |
Security Deposit on Office Lease [Member] | ||
Security deposits | $ 4,494 | $ 4,494 |
Fixed Assets (Details Narrative
Fixed Assets (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation and amortization expense | $ 33,610 | $ 19,668 |
Fixed Assets - Schedule of Fixe
Fixed Assets - Schedule of Fixed Assets (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Fixed assets, gross | $ 782,059 | $ 719,492 |
Less: accumulated depreciation | (55,239) | (21,629) |
Total | 726,820 | 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 | 185,169 | 174,072 |
Construction in Progress [Member] | ||
Fixed assets, gross | $ 345,036 | $ 335,231 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Payables and Accruals [Abstract] | ||
Accrued payroll | $ 266,230 | $ 67,479 |
Accrued withholding taxes and employee benefits | 18,889 | 14,386 |
Accrued ICA fees and contributions | 200,335 | 1,912 |
Accrued interest | 65,081 | 25,888 |
Accrued expenses | $ 550,535 | $ 109,665 |
Leases - Schedule of Components
Leases - Schedule of Components of Lease Expense (Details) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Leases [Abstract] | |
Operating lease cost: Amortization of assets | $ 43,144 |
Operating lease cost: Interest on lease liabilities | 15,114 |
Total lease cost | $ 58,258 |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Balance Sheet Information Related to Leases (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
Operating lease assets | $ 195,029 | $ 502,706 |
Current portion of operating lease liabilities | 45,271 | 55,101 |
Noncurrent operating lease liabilities | 156,254 | $ 453,251 |
Total operating lease liabilities | $ 201,525 | |
Weighted average remaining lease term: Operating leases | 3 years 9 months 29 days | |
Weighted average discount rate: Operating leases | 6.75% |
Leases - Schedule of Suppleme_2
Leases - Schedule of Supplemental Cash Flow Related to Leases (Details) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Leases [Abstract] | |
Operating cash flows used for operating leases | $ 306,827 |
Leases - Schedule of Operating
Leases - Schedule of Operating Lease Liability Maturity (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
2021 | $ 57,498 | |
2022 | 59,223 | |
2023 | 61,000 | |
2024 | 52,098 | |
Total minimum lease payments | 229,819 | |
Less interest | 28,294 | |
Present value of lease liabilities | 201,525 | |
Less current portion | 45,271 | $ 55,101 |
Long-term lease liabilities | $ 156,254 | $ 453,251 |
Convertible Note Payable (Detai
Convertible Note Payable (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Debt Disclosure [Abstract] | ||
Debt discount | $ 332 | |
Finance expense | 332,332 | |
Common stock percentage | 4.99% | |
Interest expense | $ 21,516 | 24,751 |
Interest expense related to the debt discount | $ 332,332 |
Convertible Note Payable - Sche
Convertible Note Payable - Schedule of Convertible Note Payable (Details) - USD ($) | Dec. 31, 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 | ||
Convertible Note Payable Three [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 | Aug. 28, 2019 | Jan. 14, 2019 | Nov. 30, 2018 | Oct. 28, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Jul. 22, 2019 | Feb. 04, 2019 |
Proceeds from convertible debt | $ 500,000 | ||||||||
Number of shares issued, shares | 58,331 | ||||||||
Proceeds from equity securities | $ 1,502,330 | ||||||||
Convertible Note Payable One [Member] | |||||||||
Number of shares issued, shares | 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 converted into shares | 30,000 | ||||||||
Convertible Note Payable Two [Member] | |||||||||
Proceeds from convertible debt | $ 500,000 | ||||||||
Debt interest rate | 6.00% | ||||||||
Proceeds from equity securities | $ 500,000 | ||||||||
Conversion price percentage | 80.00% | ||||||||
Debt instrument conversion price | $ 0.424 | ||||||||
Debt maturity date | Jan. 14, 2022 | ||||||||
Debt converted into shares | 1,253,493 | ||||||||
Convertible Note Payable Three [Member] | |||||||||
Convertible notes payable | $ 207,332 | ||||||||
Debt instrument principal amount | 200,000 | ||||||||
Accrued interest | $ 7,332 | ||||||||
Convertible Note Payable Three [Member] | CSW Ventures, LP [Member] | Series A Convertible Preferred Stock [Member] | |||||||||
Debt converted into shares | 20,733 | ||||||||
Second Convertible CSW Note [Member] | |||||||||
Debt interest rate | 6.00% | ||||||||
Debt instrument conversion price | $ 0.50 | ||||||||
Debt instrument principal amount | $ 207,332 |
Advances from Shareholders (Det
Advances from Shareholders (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Related Party Transactions [Abstract] | ||
Interest expense | $ 16,053 |
Advances from Shareholders - Sc
Advances from Shareholders - Schedule of Advances from Shareholders (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 | May 31, 2019 |
Related Party Transactions [Abstract] | |||
Total advances from shareholders | $ 514,141 |
Advances from Shareholders - _2
Advances from Shareholders - Schedule of Advances from Shareholders (Details) (Parenthetical) - USD ($) | Feb. 13, 2019 | Sep. 30, 2019 | May 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Nov. 23, 2018 | Nov. 21, 2018 | Nov. 09, 2018 | Oct. 30, 2018 | Oct. 25, 2018 | May 29, 2018 | May 14, 2018 | May 03, 2018 |
Advance from affiliates | $ 514,141 | ||||||||||||
Repayment of loan from related party | $ 207,000 | 314,141 | |||||||||||
Principle amount to be paid by shares | $ 701,397 | ||||||||||||
Short-Term Unsecured Demand Loans [Member] | |||||||||||||
Debt interest rate | 6.00% | ||||||||||||
Advance from affiliates | $ 514,141 | $ 50,000 | $ 50,000 | $ 50,000 | $ 100,000 | $ 57,141 | $ 15,000 | $ 82,000 | $ 10,000 | ||||
Short-Term Unsecured Demand Loans One[Member] | |||||||||||||
Advance from affiliates | $ 100,000 | ||||||||||||
Promissory Notes [Member] | |||||||||||||
Debt interest rate | 6.00% | ||||||||||||
Advance from affiliates | $ 307,141 | ||||||||||||
Debt principal amount | 307,141 | ||||||||||||
Promissory Notes [Member] | Minimum [Member] | |||||||||||||
Proceeds from private offering | $ 5,000,000 | ||||||||||||
Amended andRestated Promissory Notes [Member] | CEO [Member] | |||||||||||||
Debt principal amount | $ 307,141 | ||||||||||||
Repayment of priciple | $ 307,141 | ||||||||||||
Payment of interest | 13,791 | ||||||||||||
Principle amount to be paid by shares | $ 200,000 | ||||||||||||
Shares issued upon payment of debt | 400,000 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Interest expense | $ 21,516 | $ 24,751 |
Officers and Directors [Member] | ||
Interest payable | 1,296 | 1,296 |
Notes Payable [Member] | ||
Interest expense | $ 9,734 | $ 7,679 |
Notes Payable - Schedule of Not
Notes Payable - Schedule of Notes Payable (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Total notes payable | $ 334,841 | $ 130,000 |
Unsecured Promissory Note Due on Demand One [Member] | ||
Total notes payable | 14,567 | |
Unsecured Promissory Note Due on Demand Two [Member] | ||
Total notes payable | 125,000 | |
Unsecured Promissory Note Due on Demand Three [Member] | ||
Total notes payable | 50,000 | |
Unsecured Promissory Note Due on Demand Four [Member] | ||
Total notes payable | 26,000 | |
Unsecured Promissory Note Due on Demand Five [Member] | ||
Total notes payable | ||
Unsecured Promissory Note Due on Demand Six [Member] | ||
Total notes payable | ||
Unsecured Promissory Note Due on Demand Seven [Member] | ||
Total notes payable | 119,274 | |
Unsecured Promissory Note Due on Demand Eight [Member] | ||
Total notes payable | ||
Unsecured Promissory Note Due on Demand Nine [Member] | ||
Total notes payable | 50,000 | |
Unsecured Promissory Note Due on Demand Ten [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 | Feb. 03, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 16, 2020 | Oct. 28, 2020 | 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 | May 31, 2019 |
Advance from affiliates | $ 514,141 | |||||||||||||||||
Repayments of notes payable | $ 272,000 | |||||||||||||||||
Unsecured Promissory Note Due on Demand One [Member] | One World Pharma S.A.S. [Member] | ||||||||||||||||||
Advance from affiliates | $ 29,134 | |||||||||||||||||
Debt interest rate | 6.00% | |||||||||||||||||
Repayments of notes payable | $ 14,567 | |||||||||||||||||
Unsecured Promissory Note Due on Demand One [Member] | One World Pharma S.A.S. [Member] | COP [Member] | ||||||||||||||||||
Advance from affiliates | 100,000,000 | |||||||||||||||||
Repayments of notes payable | $ 50,000,000 | |||||||||||||||||
Unsecured Promissory Note Due on Demand Two [Member] | Chief Executive Officer, Isaih L. Thomas [Member] | ||||||||||||||||||
Advance from affiliates | $ 125,000 | |||||||||||||||||
Debt interest rate | 6.00% | |||||||||||||||||
Unsecured Promissory Note Due on Demand Three [Member] | Chief Executive Officer, Isaih L. Thomas [Member] | ||||||||||||||||||
Advance from affiliates | $ 50,000 | |||||||||||||||||
Debt interest rate | 6.00% | |||||||||||||||||
Unsecured Promissory Note Due on Demand Four [Member] | Kenneth Perego [Member] | ||||||||||||||||||
Advance from affiliates | $ 26,000 | |||||||||||||||||
Debt interest rate | 6.00% | |||||||||||||||||
Advance, repayment date | Mar. 31, 2021 | |||||||||||||||||
Unsecured Promissory Note Due on Demand Five [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 Six [Member] | ||||||||||||||||||
Advance from affiliates | $ 20,000 | $ 10,000 | $ 6,000 | $ 15,000 | $ 15,000 | $ 25,000 | $ 25,000 | |||||||||||
Unsecured Promissory Note Due on Demand Six [Member] | CSW Ventures, LP [Member] | ||||||||||||||||||
Advance from affiliates | $ 116,000 | |||||||||||||||||
Debt interest rate | 6.00% | |||||||||||||||||
Unsecured Promissory Note Due on Demand Six [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 Seven [Member] | OWP Ventures, Inc. [Member] | Lenders [Member] | ||||||||||||||||||
Advance from affiliates | $ 119,274 | |||||||||||||||||
Debt interest rate | 1.00% | |||||||||||||||||
Unsecured Promissory Note Due on Demand [Member] | OWP Ventures, Inc. [Member] | ||||||||||||||||||
Advance, repayment date | May 4, 2022 | |||||||||||||||||
Loan forgiveness, percentage | 40.00% | |||||||||||||||||
Unsecured Promissory Note Due on Demand Eight [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 Nine [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 Ten [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 ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Debt Disclosure [Abstract] | ||
Interest on convertible notes | $ 21,516 | $ 24,751 |
Interest on advances from shareholders | 16,053 | |
Interest on notes payable | 9,734 | 7,679 |
Amortization of beneficial conversion features | 332,332 | |
Interest on accounts payable | 16,342 | 1,767 |
Total interest expense | $ 47,592 | $ 382,582 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | Dec. 31, 2020 | Nov. 27, 2020 | Sep. 21, 2020 | Jul. 02, 2020 | Jun. 03, 2020 | May 31, 2020 | Jan. 06, 2020 | Dec. 31, 2019 | Sep. 04, 2019 | Aug. 28, 2019 | Feb. 21, 2019 | Feb. 18, 2019 | Feb. 04, 2019 | Jan. 10, 2019 | Nov. 30, 2018 | Feb. 19, 2019 | Dec. 04, 2019 | Dec. 18, 2019 | Oct. 28, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Reverse Stock Split | 1-for-4 reverse stock split | ||||||||||||||||||||
Preferred stock, shares authorized | 9,500,000 | 9,500,000 | 9,500,000 | 9,500,000 | |||||||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||
Preferred stock, shares issued | |||||||||||||||||||||
Preferred stock, shares outstanding | |||||||||||||||||||||
Proceeds from sale of stock | $ 250,000 | ||||||||||||||||||||
Number of stock sold, shares | 500,000 | 150,233 | |||||||||||||||||||
Number of warrants to purchase common stock | 7,511,650 | ||||||||||||||||||||
Exercise price of warrants | $ .025 | $ .25 | $ .025 | ||||||||||||||||||
Warrant term | 5 years | ||||||||||||||||||||
Common stock, shares authorized | 300,000,000 | 300,000,000 | 300,000,000 | 300,000,000 | |||||||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||
Common stock, shares issued | 53,085,305 | 44,804,305 | 53,085,305 | 44,804,305 | |||||||||||||||||
Common stock, shares outstanding | 53,085,305 | 44,804,305 | 53,085,305 | 44,804,305 | |||||||||||||||||
Sale of stock price per share | $ 0.50 | $ 0.50 | |||||||||||||||||||
Subscriptions payable | $ 75,000 | $ 250,000 | $ 75,000 | $ 250,000 | |||||||||||||||||
Number of stock issued for services, value | 3,578,500 | 236,560 | |||||||||||||||||||
Common stock exercise price | $ 0.50 | ||||||||||||||||||||
Proceeds from issuance convertible note | 500,000 | ||||||||||||||||||||
Number of shares issued, shares | 58,331 | ||||||||||||||||||||
Issuance of common stock | 75,000 | 4,380,350 | |||||||||||||||||||
Value common stock issued for debt conversion | 701,397 | ||||||||||||||||||||
Debt interest amount | 21,516 | 24,751 | |||||||||||||||||||
Cashless exercise of common stock options, shares | 51,040 | ||||||||||||||||||||
Purchase percentage | 66.20% | ||||||||||||||||||||
Adjustments to additional paid in capital | $ 350,000 | ||||||||||||||||||||
Consideration paid | $ 349,420 | ||||||||||||||||||||
Amortization of common stock options issued for services | $ 2,170,685 | $ 1,402,635 | |||||||||||||||||||
OWP Ventures, Inc. [Member] | |||||||||||||||||||||
Proceeds from sale of stock | $ 1,950,000 | ||||||||||||||||||||
Number of stock sold, shares | 3,900,000 | ||||||||||||||||||||
Sale of stock price per share | $ 0.50 | $ 0.50 | |||||||||||||||||||
Number of stock issued for services | 30,000 | ||||||||||||||||||||
Number of stock issued for services, value | $ 15,000 | ||||||||||||||||||||
Sanguine Group LLC [Member] | |||||||||||||||||||||
Number of common stock issued for debt conversion | 1,253,493 | ||||||||||||||||||||
Value common stock issued for debt conversion | $ 501,397 | ||||||||||||||||||||
Debt principal amount | 500,000 | ||||||||||||||||||||
Debt interest amount | $ 1,397 | ||||||||||||||||||||
Merger Agreement [Member] | |||||||||||||||||||||
Options to purchase common stock | 825,000 | ||||||||||||||||||||
Common stock exercise price | $ 0.50 | ||||||||||||||||||||
Merger Agreement [Member] | OWP Ventures, Inc. [Member] | |||||||||||||||||||||
Number of stock issued upon acquistion | 39,475,398 | ||||||||||||||||||||
Options to purchase common stock | 825,000 | ||||||||||||||||||||
Common stock exercise price | $ 0.50 | ||||||||||||||||||||
Proceeds from issuance convertible note | $ 300,000 | ||||||||||||||||||||
Conversion price | $ 0.424 | ||||||||||||||||||||
Number of shares cancelled | 875,000 | ||||||||||||||||||||
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 | ||||||||||||||||||||
Common stock exercise price | $ 0.1170 | $ 0.3798 | $ 0.1170 | ||||||||||||||||||
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 | ||||||||||||||||||||
Dr. Ken Perego [Member] | |||||||||||||||||||||
Number of stock issued for services | 350,000 | 750,000 | |||||||||||||||||||
Number of stock issued for services, value | $ 196,000 | $ 90,000 | |||||||||||||||||||
Common stock exercise price | $ 0.5599 | ||||||||||||||||||||
Bruce Raben [Member] | |||||||||||||||||||||
Number of stock issued for services | 750,000 | ||||||||||||||||||||
Number of stock issued for services, value | $ 90,000 | ||||||||||||||||||||
Common stock exercise price | $ 0.5599 | ||||||||||||||||||||
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 | ||||||||||||||||||||
Chief Executive Officer [Member] | |||||||||||||||||||||
Proceeds from sale of stock | $ 2,430,350 | ||||||||||||||||||||
Number of stock sold, shares | 4,360,700 | ||||||||||||||||||||
Sale of stock price per share | $ 0.50 | ||||||||||||||||||||
Number of shares issued, shares | 400,000 | ||||||||||||||||||||
Issuance of common stock | $ 200,000 | ||||||||||||||||||||
Investor [Member] | |||||||||||||||||||||
Number of stock issued for services | 69,666 | ||||||||||||||||||||
Number of stock issued for services, value | $ 221,560 | ||||||||||||||||||||
Consultants [Member] | |||||||||||||||||||||
Number of stock issued for services | 250,000 | ||||||||||||||||||||
Number of stock issued for services, value | $ 45,000 | ||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||
Proceeds from sale of stock | $ 75,000 | ||||||||||||||||||||
Number of stock sold, shares | 750,000 | ||||||||||||||||||||
Sale of stock price per share | $ 0.10 | ||||||||||||||||||||
Number of stock issued for services | 7,781,000 | 99,666 | |||||||||||||||||||
Number of stock issued for services, value | $ 7,781 | $ 100 | |||||||||||||||||||
Number of shares cancelled | (875,000) | ||||||||||||||||||||
Number of shares issued, shares | 500,000 | 8,260,700 | |||||||||||||||||||
Issuance of common stock | $ 500 | $ 8,260 | |||||||||||||||||||
Cashless exercise of common stock options, shares | 51,040 | ||||||||||||||||||||
Amortization of common stock options issued for services | |||||||||||||||||||||
Common Stock [Member] | Dr. Ken Perego [Member] | |||||||||||||||||||||
Number of stock issued for services | 750,000 | ||||||||||||||||||||
Number of stock issued for services, value | $ 90,000 | ||||||||||||||||||||
Common Stock [Member] | Bruce Raben [Member] | |||||||||||||||||||||
Number of stock issued for services | 750,000 | ||||||||||||||||||||
Number of stock issued for services, value | $ 90,000 | ||||||||||||||||||||
Common Stock [Member] | Chief Executive Officer [Member] | |||||||||||||||||||||
Number of shares issued, shares | 400,000 | ||||||||||||||||||||
Issuance of common stock | $ 200,000 | ||||||||||||||||||||
Common Stock [Member] | Consultant [Member] | |||||||||||||||||||||
Number of stock issued for services | 100,000 | ||||||||||||||||||||
Number of stock issued for services, value | $ 12,000 | ||||||||||||||||||||
Subscription Payable [Member] | Common Stock [Member] | |||||||||||||||||||||
Number of stock sold, shares | 500,000 | ||||||||||||||||||||
Sale of stock price per share | $ 0.50 | ||||||||||||||||||||
Subscriptions payable | $ 25,000 | ||||||||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | |||||||||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | |||||||||||||||||||
Preferred stock shares designated | 500,000 | 500,000 | |||||||||||||||||||
Conversion of preferred stock into common stock, description | Each share of Series A Preferred Stock is currently convertible into one hundred (100) shares of the Company’s common stock. | ||||||||||||||||||||
Preferred stock, accrued dividends percentage | 6.00% | ||||||||||||||||||||
Preferred stock, shares issued | 150,233 | 150,233 | |||||||||||||||||||
Preferred stock, shares outstanding | 150,233 | 150,233 | |||||||||||||||||||
Preferred stock stated per value | $ 10 | $ 10 | |||||||||||||||||||
Number of stock sold, shares | 150,233 | ||||||||||||||||||||
Preferred stock dividends payable | $ 37,236 | ||||||||||||||||||||
Series A Preferred Stock [Member] | Preferred Stock Sales [Member] | |||||||||||||||||||||
Proceeds from sale of stock | $ 1,502,330 | ||||||||||||||||||||
Number of stock sold, shares | 150,233 | ||||||||||||||||||||
Number of warrants to purchase common stock | 7,511,650 | ||||||||||||||||||||
Exercise price of warrants | $ 0.25 | ||||||||||||||||||||
Warrant term | 5 years | ||||||||||||||||||||
Series B Preferred Stock [Member] | |||||||||||||||||||||
Preferred stock shares designated | 300,000 | 300,000 | |||||||||||||||||||
Preferred stock, shares issued | |||||||||||||||||||||
Preferred stock, shares outstanding |
Common Stock Options (Details N
Common Stock Options (Details Narrative) - USD ($) | Dec. 31, 2020 | Jul. 02, 2020 | Jun. 03, 2020 | Jun. 03, 2020 | May 31, 2020 | Feb. 12, 2020 | Aug. 28, 2019 | Feb. 08, 2019 | Jan. 28, 2019 | Dec. 31, 2020 | Dec. 31, 2019 |
Number of shares issued, shares | 58,331 | ||||||||||
Stock option, call option, price per share | $ 0.50 | ||||||||||
Stock based compensation expense | $ 3,578,500 | $ 236,560 | |||||||||
Stock issued during the period exercised, shares | 51,040 | ||||||||||
Stock issued during the period exercised | $ 58,331 | ||||||||||
Consultant [Member] | |||||||||||
Number of options awarded during period, shares | 250,000 | 125,000 | |||||||||
Options exercise price, per share | $ 0.13 | $ 0.38 | $ 0.13 | ||||||||
Stock option, volatility rate | 192.00% | 303.00% | |||||||||
Stock option, call option, price per share | $ 0.1170 | $ 0.3798 | $ 0.1170 | ||||||||
Stock option, call option value | $ 29,245 | $ 47,476 | |||||||||
Unamortized expenses | $ 29,245 | $ 29,245 | |||||||||
Options exercisable period | 10 years | ||||||||||
Stock based compensation expense | $ 47,476 | ||||||||||
Consultant Two [Member] | |||||||||||
Number of options awarded during period, shares | 125,000 | 1,000,000 | |||||||||
Options exercise price, per share | $ 0.13 | $ 0.38 | $ 0.13 | ||||||||
Stock option, volatility rate | 192.00% | 303.00% | |||||||||
Stock option, call option, price per share | $ 0.1170 | $ 0.38 | $ 0.1170 | ||||||||
Stock option, call option value | $ 14,622 | $ 379,958 | |||||||||
Unamortized expenses | $ 14,622 | $ 14,622 | |||||||||
Options exercisable period | 10 years | ||||||||||
Stock based compensation expense | $ 63,326 | ||||||||||
Consultant Three [Member] | |||||||||||
Number of options awarded during period, shares | 50,000 | ||||||||||
Options exercise price, per share | $ 0.13 | $ 0.13 | |||||||||
Stock option, volatility rate | 192.00% | ||||||||||
Stock option, call option, price per share | $ 0.1170 | $ 0.1170 | |||||||||
Stock option, call option value | $ 5,849 | ||||||||||
Unamortized expenses | 5,849 | $ 5,849 | |||||||||
Consultant For Advisory Board Services [Member] | |||||||||||
Number of options awarded during period, shares | 125,000 | ||||||||||
Options exercise price, per share | $ 0.38 | ||||||||||
Stock option, volatility rate | 303.00% | ||||||||||
Stock option, call option, price per share | $ 0.3799 | ||||||||||
Stock option, call option value | $ 47,482 | ||||||||||
Unamortized expenses | 23,740 | 23,740 | |||||||||
Options exercisable period | 10 years | ||||||||||
Stock based compensation expense | 23,742 | ||||||||||
Dr. Ken Perego [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 | 102,056 | ||||||||||
Dr. Ken Perego [Member] | Vesting Immediately [Member] | |||||||||||
Number of options vested during period, shares | 116,667 | ||||||||||
Dr. Ken Perego [Member] | Vesting Quarterly Over Two Years, Beginning October 1, 2020 [Member] | |||||||||||
Number of options vested during period, shares | 233,333 | ||||||||||
Bruce Raben [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 | 102,056 | ||||||||||
Bruce Raben [Member] | Vesting Immediately [Member] | |||||||||||
Number of options vested during period, shares | 116,667 | ||||||||||
Bruce Raben [Member] | Vesting Quarterly Over Two Years, Beginning October 1, 2020 [Member] | |||||||||||
Number of options vested during period, shares | 233,333 | ||||||||||
Six Consultants and Employees [Member] | |||||||||||
Number of options awarded during period, shares | 1,900,000 | ||||||||||
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 | $ 1,063,879 | ||||||||||
Stock based compensation expense | 458,058 | ||||||||||
Six Consultants and Employees [Member] | Vesting Immediately [Member] | |||||||||||
Number of options vested during period, shares | 633,333 | ||||||||||
Six Consultants and Employees [Member] | Vesting Quarterly Over Three Years [Member] | |||||||||||
Number of options vested during period, shares | 1,266,667 | ||||||||||
Two Consultants [Member] | |||||||||||
Number of options awarded during period, shares | 100,000 | ||||||||||
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 | $ 55,994 | ||||||||||
Unamortized expenses | $ 30,234 | 30,234 | |||||||||
Stock based compensation expense | 25,760 | ||||||||||
Two Consultants [Member] | Vesting Immediately [Member] | |||||||||||
Number of options vested during period, shares | 33,333 | ||||||||||
Two Consultants [Member] | Vesting Quarterly Over Three Years [Member] | |||||||||||
Number of options vested during period, shares | 66,667 | ||||||||||
Service Provider [Member] | |||||||||||
Number of options awarded during period, shares | 100,000 | 500,000 | |||||||||
Options exercise price, per share | $ 2.3658 | $ 1.8305 | |||||||||
Stock option, volatility rate | 105.00% | 105.00% | |||||||||
Stock based compensation expense | 25,279 | 211,303 | |||||||||
Number of options vested during period, shares | 8,333 | 41,666 | |||||||||
Options exercise price | $ 0.50 | $ 0.50 | |||||||||
Stock option value | $ 236,582 | $ 915,230 | |||||||||
Service Provider [Member] | One-Year Anniversary [Member] | |||||||||||
Number of options vested during period, shares | 8,337 | 41,674 | |||||||||
Director [Member] | |||||||||||
Number of options awarded during period, shares | 125,000 | ||||||||||
Options exercise price, per share | $ 2.3727 | ||||||||||
Stock option, volatility rate | 105.00% | ||||||||||
Stock based compensation expense | 31,690 | 264,903 | |||||||||
Number of options vested during period, shares | 10,416 | ||||||||||
Options exercise price | $ 0.50 | ||||||||||
Stock option value | $ 296,593 | ||||||||||
Director [Member] | One-Year Anniversary [Member] | |||||||||||
Number of options vested during period, shares | 10,424 | ||||||||||
Service Provider One [Member] | |||||||||||
Stock based compensation expense | 70,209 | 845,021 | |||||||||
Service Provider Two [Member] | |||||||||||
Number of options awarded during period, shares | 100,000 | ||||||||||
Options exercise price, per share | $ 1.8381 | ||||||||||
Stock option, volatility rate | 105.00% | ||||||||||
Stock based compensation expense | 14,100 | $ 169,705 | |||||||||
Number of options vested during period, shares | 8,333 | ||||||||||
Options exercise price | $ 0.50 | ||||||||||
Stock option value | $ 183,805 | ||||||||||
Service Provider Two [Member] | One-Year Anniversary [Member] | |||||||||||
Number of options vested during period, shares | 8,337 | ||||||||||
2019 Stock Incentive Plan [Member] | Board of Directors [Member] | |||||||||||
Number of shares issued, shares | 10,000,000 | ||||||||||
2019 Stock Incentive Plan [Member] | Chief Executive Officer, Isiah L. Thomas III [Member] | |||||||||||
Number of options awarded during period, shares | 5,500,000 | 5,500,000 | |||||||||
Options exercise price, per share | $ 0.55 | $ 0.55 | |||||||||
Stock option, volatility rate | 301.00% | 301.00% | |||||||||
Stock option, call option, price per share | $ 0.5499 | $ 0.5499 | |||||||||
Stock option, call option value | $ 3,024,689 | $ 3,024,689 | |||||||||
Options exercisable period | 10 years | 10 years | |||||||||
Stock based compensation expense | $ 1,206,933 | ||||||||||
2019 Stock Incentive Plan [Member] | Chief Executive Officer, Isiah L. Thomas III [Member] | Vesting Immediately [Member] | |||||||||||
Number of options vested during period, shares | 1,500,000 | 1,500,000 | |||||||||
2019 Stock Incentive Plan [Member] | Chief Executive Officer, Isiah L. Thomas III [Member] | 120 Days Following Issuance of the Option [Member] | |||||||||||
Number of options vested during period, shares | 1,000,000 | 1,000,000 | |||||||||
2019 Stock Incentive Plan [Member] | Chief Executive Officer, Isiah L. Thomas III [Member] | Vesting Quarterly Over Three Years [Member] | |||||||||||
Number of options vested during period, shares | 3,000,000 | 3,000,000 |
Common Stock Options - Schedule
Common Stock Options - Schedule of Option Exercise Price Range (Details) | 12 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Equity [Abstract] | |
Shares Underlying Options Outstanding, Exercise Price Range, Lower Range Limit | $ 0.13 |
Shares Underlying Options Outstanding, Exercise Price Range, Upper Range Limit | $ 0.56 |
Shares Underlying Options Outstanding, shares | shares | 1,275,000 |
Shares Underlying Options Outstanding, Weighted Average Remaining Life (Years) | 6 years 4 months 9 days |
Shares Underlying Options Outstanding, Weighted Average Exercise Price | $ 0.36 |
Shares Underlying Options Exercisable, Number of shares, shares | shares | 632,640 |
Shares Underlying Options Exercisable, Weighted Average Exercise Price | $ 0.49 |
Common Stock Options - Schedu_2
Common Stock Options - Schedule of Option Activity (Details) - $ / shares | Aug. 28, 2019 | Dec. 31, 2020 | Dec. 31, 2019 |
Number of Shares, Options exercised | (51,040) | ||
Stock Options [Member] | |||
Number of Shares, Beginning | 766,669 | ||
Number of Shares, Options granted | 9,875,000 | 825,000 | |
Number of Shares, Options exercised | (9,366,669) | (58,331) | |
Number of Shares, Ending | 1,275,000 | 766,669 | |
Number of Shares, Exercisable Ending | 632,640 | ||
Weighted Average Exercise Prices, Beginning | $ 0.50 | ||
Weighted Average Exercise Prices, Options granted | 0.51 | 0.50 | |
Weighted Average Exercise Prices, Options exercised | (0.53) | (0.50) | |
Weighted Average Exercise Prices, Ending | 0.36 | $ 0.50 | |
Weighted Average Exercise Prices, Exercisable Ending | $ 0.49 |
Common Stock Warrants (Details
Common Stock Warrants (Details Narrative) | Dec. 31, 2019shares | Oct. 28, 2020USD ($)$ / sharesshares | Dec. 31, 2020USD ($)Number$ / sharesshares |
Warrants outstanding | 7,511,650 | ||
Proceeds from equity securities | $ | $ 1,502,330 | ||
Sale of stock | 500,000 | 150,233 | |
Warrant term | 5 years | ||
Number of warrants to purchase common stock | 7,511,650 | ||
Exercise price of warrants | $ / shares | $ .25 | $ .025 | |
Warrants outstanding value | $ | $ 2,164,995 | ||
Measurement Input, Weighted Average Volatility [Member] | |||
Warrants outstanding measurement input | Number | 305 | ||
Measurement Input, Share Price [Member] | |||
Warrants outstanding measurement input | Number | 0.2882 | ||
Series A Preferred Stock [Member] | |||
Warrants outstanding | 7,511,650 | ||
Sale of stock | 150,233 | ||
Deemed dividend | $ | $ 1,502,330 |
Common Stock Warrants - Schedul
Common Stock Warrants - Schedule of Warrants to Purchase Common Stock Outstanding (Details) | 12 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Shares Underlying Warrants Outstanding, Range of Exercise Prices | $ 0.13 |
Shares Underlying Warrants Outstanding | shares | 1,275,000 |
Shares Underlying Warrants Outstanding, Weighted Average Remaining Contractual Life | 6 years 4 months 9 days |
Shares Underlying Warrants Outstanding, Weighted Average Exercise Price | $ 0.36 |
Shares Underlying Warrants Exercisable | shares | 632,640 |
Shares Underlying Warrants Exercisable, Weighted Average Exercise Price | $ 0.49 |
Warrant [Member] | |
Shares Underlying Warrants Outstanding, Range of Exercise Prices | $ .25 |
Shares Underlying Warrants Outstanding | shares | 7,511,650 |
Shares Underlying Warrants Outstanding, Weighted Average Remaining Contractual Life | 4 years 7 months 2 days |
Shares Underlying Warrants Outstanding, Weighted Average Exercise Price | $ .25 |
Shares Underlying Warrants Exercisable | shares | 7,511,650 |
Shares Underlying Warrants Exercisable, Weighted Average Exercise Price | $ .25 |
Common Stock Warrants - Sched_2
Common Stock Warrants - Schedule of Fair value Assumption of Warrants (Details) - Warrant [Member] | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Average risk-free interest rates | 0.30% | |
Average expected life (in years) | 5 years | |
Volatility | 305.00% |
Common Stock Warrants - Sched_3
Common Stock Warrants - Schedule of Warrants Activity (Details) - Warrant [Member] | 12 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Number of Shares, Outstanding | shares | |
Number of Shares, Warrants granted | shares | 7,511,650 |
Number of Shares, Warrants exercised | shares | |
Number of Shares, Outstanding | shares | 7,511,650 |
Number of Shares, Exercisable | shares | 7,511,650 |
Weighted Average Exercise Price, Outstanding | $ / shares | |
Weighted Average Exercise Price, Warrants granted | $ / shares | .25 |
Weighted Average Exercise Price, Warrants exercised | $ / shares | |
Weighted Average Exercise Price, Outstanding | $ / shares | 0.25 |
Weighted Average Exercise Price, Exercisable | $ / shares | $ 0.25 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Rent expense | $ 156,362 | $ 136,750 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Non Cancelable Operating Lease Liability Maturity (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Commitments and Contingencies Disclosure [Abstract] | ||
2021 | $ 57,498 | |
2022 | 59,223 | |
2023 | 61,000 | |
2024 | 52,098 | |
Total minimum lease payments | 229,819 | |
Less interest | 28,294 | |
Present value of lease liabilities | 201,525 | |
Less current portion | 45,271 | $ 55,101 |
Long-term lease liabilities | $ 156,254 | $ 453,251 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Federal net operating losses | $ 5,900,000 | |
Net operating loss carry forwards, expire year | 2025 | |
Effective tax rate | 21.00% | 21.00% |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate (Details) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory income tax rate | 21.00% | 21.00% |
State income taxes | ||
Change in valuation allowance | (21.00%) | (21.00%) |
Net effective income tax rate |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Asset (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carry forwards | $ 1,239,000 | $ 908,350 |
Net deferred tax assets before valuation allowance | 1,239,000 | 908,350 |
Less: Valuation allowance | (1,239,000) | (908,350) |
Net deferred tax assets |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | Apr. 14, 2021USD ($)shares | Apr. 06, 2021shares | Mar. 24, 2021shares | Mar. 15, 2021USD ($)$ / sharesshares | Mar. 02, 2021USD ($)$ / sharesshares | Feb. 07, 2021USD ($)$ / sharesshares | Jan. 26, 2021shares | Jan. 20, 2021USD ($)dshares | Jan. 12, 2021shares | Jan. 02, 2021$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Jun. 03, 2020USD ($)shares | May 31, 2020USD ($)$ / sharesshares | Aug. 28, 2019shares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Feb. 13, 2019USD ($) |
Proceeds from notes payable | $ | $ 476,841 | $ 130,000 | |||||||||||||||
Number of stock issued for commitment fee, shares | $ | $ 3,578,500 | $ 236,560 | |||||||||||||||
Number of shares issued, shares | 58,331 | ||||||||||||||||
Common stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||
Purchase price per share | $ / shares | 0.60 | $ 0.60 | |||||||||||||||
Issuance of common stock | $ | $ 75,000 | $ 4,380,350 | |||||||||||||||
Preferred stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||
Chief Executive Officer, Isiah L. Thomas III [Member] | |||||||||||||||||
Number of stock issued for commitment fee, shares | $ | $ 275,000 | ||||||||||||||||
Number of stock issued for commitment fee | 500,000 | ||||||||||||||||
Dr. Ken Perego [Member] | |||||||||||||||||
Number of stock issued for commitment fee, shares | $ | $ 196,000 | $ 90,000 | |||||||||||||||
Number of stock issued for commitment fee | 350,000 | 750,000 | |||||||||||||||
Number of options awarded during period, shares | 350,000 | ||||||||||||||||
Options exercise price, per share | $ / shares | $ 0.56 | ||||||||||||||||
Dr. Ken Perego [Member] | Vesting Immediately [Member] | |||||||||||||||||
Number of options vested during period, shares | 116,667 | ||||||||||||||||
Bruce Raben [Member] | |||||||||||||||||
Number of stock issued for commitment fee, shares | $ | $ 90,000 | ||||||||||||||||
Number of stock issued for commitment fee | 750,000 | ||||||||||||||||
Number of options awarded during period, shares | 350,000 | ||||||||||||||||
Options exercise price, per share | $ / shares | $ 0.56 | ||||||||||||||||
Bruce Raben [Member] | Vesting Immediately [Member] | |||||||||||||||||
Number of options vested during period, shares | 116,667 | ||||||||||||||||
Common Stock [Member] | |||||||||||||||||
Number of stock issued for commitment fee, shares | $ | $ 7,781 | $ 100 | |||||||||||||||
Number of stock issued for commitment fee | 7,781,000 | 99,666 | |||||||||||||||
Number of shares issued, shares | 500,000 | 8,260,700 | |||||||||||||||
Issuance of common stock | $ | $ 500 | $ 8,260 | |||||||||||||||
Common Stock [Member] | Dr. Ken Perego [Member] | |||||||||||||||||
Number of stock issued for commitment fee, shares | $ | $ 90,000 | ||||||||||||||||
Number of stock issued for commitment fee | 750,000 | ||||||||||||||||
Common Stock [Member] | Bruce Raben [Member] | |||||||||||||||||
Number of stock issued for commitment fee, shares | $ | $ 90,000 | ||||||||||||||||
Number of stock issued for commitment fee | 750,000 | ||||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||||
Preferred stock, par value | $ / shares | $ 0.001 | $ 0.001 | |||||||||||||||
Promissory Notes [Member] | |||||||||||||||||
Debt instrument, face value | $ | $ 307,141 | ||||||||||||||||
Debt interest rate, percentage | 6.00% | ||||||||||||||||
Subsequent Event [Member] | Options [Member] | Chief Executive Officer, Isiah L. Thomas III [Member] | |||||||||||||||||
Number of options awarded during period, shares | 5,500,000 | ||||||||||||||||
Options exercise price, per share | $ / shares | $ .13 | ||||||||||||||||
Options exercisable period | 10 years | ||||||||||||||||
Subsequent Event [Member] | Options [Member] | Chief Executive Officer, Isiah L. Thomas III [Member] | Vesting Immediately [Member] | |||||||||||||||||
Number of options vested during period, shares | 2,750,000 | ||||||||||||||||
Subsequent Event [Member] | Options [Member] | Chief Executive Officer, Isiah L. Thomas III [Member] | Vesting Quarterly [Member] | |||||||||||||||||
Number of options vested during period, shares | 2,750,000 | ||||||||||||||||
Subsequent Event [Member] | Options [Member] | Chief Executive Officer, Isiah L. Thomas III [Member] | Increments Over Eleven Quarters [Member] | |||||||||||||||||
Number of options vested during period, shares | 250,000 | ||||||||||||||||
Subsequent Event [Member] | Options [Member] | Dr. Ken Perego [Member] | |||||||||||||||||
Number of options awarded during period, shares | 350,000 | ||||||||||||||||
Options exercise price, per share | $ / shares | $ 0.13 | ||||||||||||||||
Options exercisable period | 10 years | ||||||||||||||||
Subsequent Event [Member] | Options [Member] | Bruce Raben [Member] | |||||||||||||||||
Number of options awarded during period, shares | 475,000 | ||||||||||||||||
Options exercise price, per share | $ / shares | $ 0.13 | ||||||||||||||||
Options exercisable period | 10 years | ||||||||||||||||
Subsequent Event [Member] | Options [Member] | Seven Employees and Consultants [Member] | |||||||||||||||||
Number of options awarded during period, shares | 1,842,000 | ||||||||||||||||
Options exercise price, per share | $ / shares | $ 0.13 | ||||||||||||||||
Options exercisable period | 10 years | ||||||||||||||||
Subsequent Event [Member] | Common Stock [Member] | |||||||||||||||||
Conversion of stock, shares issued | 3,000,000 | 1,000,000 | 500,000 | 1,000,000 | |||||||||||||
Number of shares issued, shares | 75,000 | ||||||||||||||||
Purchase price per share | $ / shares | $ .10 | ||||||||||||||||
Issuance of common stock | $ | $ 750,000 | ||||||||||||||||
Subsequent Event [Member] | Series A Preferred Stock [Member] | |||||||||||||||||
Conversion of stock, shares converted | 30,000 | 10,000 | 5,000 | 10,000 | |||||||||||||
Subsequent Event [Member] | Series B Preferred Stock [Member] | |||||||||||||||||
Number of shares issued, shares | 83,333 | 31,834 | |||||||||||||||
Purchase price per share | $ / shares | $ 15 | ||||||||||||||||
Issuance of common stock | $ | $ 1,249,995 | $ 477,510 | |||||||||||||||
Subsequent Event [Member] | ISIAH International, LLC [Member] | Series B Preferred Stock [Member] | Share Purchase Agreement [Member] | |||||||||||||||||
Number of shares issued, shares | 200,000 | ||||||||||||||||
Conversion of stock, shares issuable | 20,000,000 | ||||||||||||||||
Common stock, par value | $ / shares | $ 0.001 | ||||||||||||||||
Purchase price per share | $ / shares | $ 15 | ||||||||||||||||
Issuance of common stock | $ | $ 3,000,000 | ||||||||||||||||
Preferred stock, par value | $ / shares | $ 15 | ||||||||||||||||
Conversion of stock conversion price per share | $ / shares | $ 0.15 | ||||||||||||||||
Subsequent Event [Member] | Promissory Notes [Member] | AJB Capital Investments LLC [Member] | |||||||||||||||||
Debt instrument, face value | $ | $ 290,000 | ||||||||||||||||
Proceeds from notes payable | $ | $ 281,300 | ||||||||||||||||
Debt maturity date | Oct. 20, 2021 | ||||||||||||||||
Debt interest rate, percentage | 10.00% | ||||||||||||||||
Conversion price percentage | 90.00% | ||||||||||||||||
Trading days | d | 20 | ||||||||||||||||
Number of stock issued for commitment fee, shares | $ | $ 200,000 | ||||||||||||||||
Number of stock issued for commitment fee | 2,000,000 | ||||||||||||||||
Debt description | If the Company repays the Note on or prior to the Maturity Date, the Company may redeem 1,000,000 of the Commitment Fee Shares for a nominal redemption price of $1.00. |
Subsequent Events - Schedule of
Subsequent Events - Schedule of Agreement to Purchase Shares of Preferred Stock (Details) - USD ($) | Jul. 12, 2021 | Jun. 14, 2021 | May 17, 2021 | Apr. 19, 2021 | Apr. 14, 2021 | Apr. 05, 2021 | Mar. 22, 2021 | Mar. 15, 2021 | Mar. 08, 2021 | Feb. 22, 2021 | Feb. 07, 2021 | Aug. 28, 2019 | Jul. 12, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Shares | 58,331 | ||||||||||||||
Purchase price | $ 75,000 | $ 4,380,350 | |||||||||||||
ISIAH International, LLC [Member] | Share Purchase Agreement [Member] | Series B Preferred Stock [Member] | Forecast [Member] | |||||||||||||||
Shares | 33,333 | 33,333 | 33,334 | 16,667 | 200,000 | ||||||||||
Purchase price | $ 499,995 | $ 499,995 | $ 500,010 | $ 250,005 | $ 3,000,000 | ||||||||||
Subsequent Event [Member] | Series B Preferred Stock [Member] | |||||||||||||||
Shares | 83,333 | 31,834 | |||||||||||||
Purchase price | $ 1,249,995 | $ 477,510 | |||||||||||||
Subsequent Event [Member] | ISIAH International, LLC [Member] | Share Purchase Agreement [Member] | Series B Preferred Stock [Member] | |||||||||||||||
Shares | 16,666 | 16,667 | 16,667 | 16,667 | 16,666 | ||||||||||
Purchase price | $ 249,990 | $ 250,005 | $ 250,005 | $ 250,005 | $ 249,990 |