Driven Deliveries (DRVD) 10-Q 20 Aug 19 2019 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2019	Aug. 19, 2019
Document and Entity Information:
Entity Registrant Name	Driven Deliveries, Inc.
Document Type	10-Q
Document Period End Date	Jun. 30, 2019
Amendment Flag	false
Entity Central Index Key	0001629606
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		51,126,679
Entity Filer Category	Non-accelerated Filer
Entity Current Reporting Status	No
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	Q2
Entity Emerging Growth Company	false
Entity Small Business	true
Entity Shell Company	false

CONSOLIDATED CONDENSED BALANCE

CONSOLIDATED CONDENSED BALANCE SHEETS - USD ($)	Jun. 30, 2019	Dec. 31, 2018
CURRENT ASSETS
Cash	$ 354,585	$ 5,249
Accounts receivable	400	400
Right of use asset	154,041	0
Inventory	186,367	0
TOTAL CURRENT ASSETS	695,393	5,649
Excess purchase price over net liabilities acquired	3,014,832	0
Right of use asset - long term	186,669	0
Fixed assets, net	76,984	24,344
Deposit	4,190	3,920
TOTAL ASSETS	3,978,068	33,913
CURRENT LIABILITIES
Accounts payable and accrued expenses	727,157	219,137
Note payable	0	150,000
Notes payable - related party	26,726	11,705
Deferred Rent	0	4,900
Lease liability	152,407	0
Contingent liability	1,318,524	0
TOTAL CURRENT LIABILITIES	2,224,814	385,742
Lease liability - long term	198,024	0
Contingent liability - long term	779,454	0
TOTAL LIABILITIES	3,202,292	385,742
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Preferred stock, $0.0001 par value, 15,000,000 shares authorized, no shares issued and outstanding	0	0
Common stock, $0.0001 par value, 200,000,000 shares authorized, 50,576,679 and 40,875,014 shares issued and outstanding	5,058	4,088
Additional paid-in capital	5,975,132	2,425,275
Accumulated deficit	(5,204,414)	(2,681,192)
Stock subscription receivable	0	(100,000)
TOTAL STOCKHOLDERS' EQUITY	775,776	(351,829)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 3,978,068	$ 33,913

CONSOLIDATED CONDENSED BALANC_2

CONSOLIDATED CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 30, 2019	Dec. 31, 2018
Statement of Financial Position [Abstract]
Preferred Stock, Par Value	$ 0.0001	$ 0.0001
Preferred Stock, Shares Authorized	15,000,000	15,000,000
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	0	0
Common Stock, Par Value	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized	75,000,000	75,000,000
Common Stock, Shares Issued	50,576,679	40,875,014
Common Stock, Shares Outstanding	50,576,679	40,875,014

CONSOLIDATED CONDENSED STATEMEN

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Revenues:
Sales	$ 53,050	$ (24,156)	$ 33,633	$ (17,961)
Other revenue	12,774	0	12,774	0
Cost of goods sold	48,394	35	48,394	35
Gross Profit (Loss)	17,430	(24,191)	(1,987)	(17,996)
OPERATING EXPENSES
Professional fees	341,113	32,259	508,870	70,332
Compensation	959,470	26,837	1,496,653	60,772
General and administrative	234,568	23,745	413,432	49,843
Sales and marketing	52,503	26,122	93,277	44,011
Total Operating Expenses	1,587,654	108,963	2,512,232	224,958
NET LOSS FROM OPERATIONS	(1,570,224)	(133,154)	(2,514,219)	(242,954)
OTHER EXPENSES
Interest expense	(691)	(1,870)	(10,858)	(3,456)
Gain on extinguishment of debt	2,080	0	1,855	0
Total Other Expenses	1,389	(1,870)	(9,003)	(3,456)
Net loss before provision for income taxes	(1,568,835)	(135,024)	(2,523,222)	(246,410)
Provision for Income Taxes	0	0	0	0
NET LOSS	$ (1,568,835)	$ (135,024)	$ (2,523,222)	$ (246,410)
Net loss per share - basic and diluted	$ (0.03)	$ (0.39)	$ (0.05)	$ (0.71)
Weighted number of shares outstanding - basic and diluted	48,046,180	346,556	46,179,458	346,556

CONSOLIDATED CONDENSED STATEM_2

CONSOLIDATED CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($)	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Stock Subscription Receivable	Total
Beginning, Amount at Dec. 31, 2017			$ (52,375)	$ 0	$ (52,375)
Net loss			(111,386)	0	(111,386)
Ending, Amount at Mar. 31, 2018			(163,761)	0	(163,761)
Beginning, Amount at Dec. 31, 2017			(52,375)	0	(52,375)
Contribution of capital					15,705
Issuance of common stock and warrants for cancellation of debt, Amount					0
Net loss					(246,410)
Ending, Shares at Jun. 30, 2018	31,190,000
Ending, Amount at Jun. 30, 2018	$ 3,119	$ 164,881	(298,785)	0	(130,785)
Beginning, Amount at Mar. 31, 2018			(163,761)	0	(163,761)
Issuance of Founders' shares, Shares	28,340,000
Issuance of Founders' shares, Amount	$ 2,834	(539)			2,295
Contribution of capital		15,705			15,705
Sale of common stock, Shares	2,850,000
Sale of common stock, Amount	$ 285	149,715			150,000
Net loss			(135,024)		(135,024)
Ending, Shares at Jun. 30, 2018	31,190,000
Ending, Amount at Jun. 30, 2018	$ 3,119	164,881	(298,785)	0	(130,785)
Beginning, Shares at Dec. 31, 2018	40,875,014
Beginning, Amount at Dec. 31, 2018	$ 4,088	2,425,275	(2,681,192)	(100,000)	(351,829)
Sale of common stock, Shares	5,060,000
Sale of common stock, Amount	$ 506	1,011,494			1,012,000
Issuance of common stock for services, Amount		244,062			244,062
Issuance of warrants for services		103,632			103,632
Issuance of common stock and warrants for cancellation of debt, Shares	375,000
Issuance of common stock and warrants for cancellation of debt, Amount	$ 37	53,823			53,860
Proceeds from stock subscription receivable				100,000	100,000
Net loss			(954,387)		(954,387)
Ending, Shares at Mar. 31, 2019	46,310,014
Ending, Amount at Mar. 31, 2019	$ 4,631	3,838,286	(3,635,579)	0	207,338
Beginning, Shares at Dec. 31, 2018	40,875,014
Beginning, Amount at Dec. 31, 2018	$ 4,088	2,425,275	(2,681,192)	(100,000)	(351,829)
Contribution of capital					0
Issuance of common stock and warrants for cancellation of debt, Amount					106,193
Net loss					(2,523,222)
Ending, Shares at Jun. 30, 2019	50,576,679
Ending, Amount at Jun. 30, 2019	$ 5,058	5,975,132	(5,204,414)	0	775,776
Beginning, Shares at Mar. 31, 2019	46,310,014
Beginning, Amount at Mar. 31, 2019	$ 4,631	3,838,286	(3,635,579)	0	207,338
Sale of common stock, Shares	3,005,000
Sale of common stock, Amount	$ 301	960,700			961,001
Issuance of common stock for services, Amount		106,986			106,986
Issuance of warrants for services		516,953			516,953
Issuance of common stock and warrants for cancellation of debt, Shares	261,665
Issuance of common stock and warrants for cancellation of debt, Amount	$ 26	52,307			52,333
Issuances of common stock for acquisition, Shares	1,000,000
Issuances of common stock for acquisition, Amount	$ 100	499,900			500,000
Net loss			(1,568,835)		(1,568,835)
Ending, Shares at Jun. 30, 2019	50,576,679
Ending, Amount at Jun. 30, 2019	$ 5,058	$ 5,975,132	$ (5,204,414)	$ 0	$ 775,776

CONSOLIDATED CONDENSED STATEM_3

CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS - USD ($)	6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (2,523,222)	$ (246,410)
Adjustments to reconcile loss to cash used in operating activities:
Gain on extinguishment of debt	(1,855)	0
Stock based compensation	971,633	2,295
Amortization of right-of-use asset	46,800	0
Depreciation expense	6,052	1,742
Changes in operating assets and liabilities:
Inventory	(47,350)	0
Deposit	(270)	0
Accounts payable and accrued compensation	(30,621)	16,090
Accounts receivable	0	(600)
Bank overdraft	0	1,466
Cash paydowns of lease liability	(42,601)	0
Net Cash Used In Operating Activities	(1,621,435)	(225,417)
CASH FLOWS FROM INVESTING ACTIVITIES
Cash acquired in acquisition	123,088	0
Cash used in acquisition	(150,000)	0
Purchase of fixed assets	(40,339)	(28,472)
Net Cash Used In Investing Activities	(67,251)	(28,472)
CASH FLOWS FROM FINANCING ACTIVITIES:
Contribution of capital	0	15,705
Proceeds from stock receivable	100,000	0
Proceeds from loan payable	0	50,000
Repayments of loan payable	(50,000)	0
Proceeds from loan payable - related party	23,726	0
Repayments of loan payable - related party	(8,705)	0
Common stock issued for cash	1,973,001	150,000
Net Cash Provided By Financing Activities	2,038,022	215,705
NET DECREASE IN CASH	349,336	(38,184)
CASH AT BEGINNING OF PERIOD	5,249	38,184
CASH AT END OF PERIOD	354,585	0
Supplemental disclosure of cash flow information
Cash paid for income taxes	0	0
Cash paid for interest expense	0	0
NON-CASH INVESTING AND FINANCING ACTIVITIES
Common stock and contingent consideration - business combination	2,597,978	0
Issuance of common stock and warrants for cancellation of debt	106,193	0
Lease liability recognized from right of use asset	$ 266,869	$ 0

ORGANIZATION AND NATURE OF BUSI

ORGANIZATION AND NATURE OF BUSINESS	6 Months Ended
	Jun. 30, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
ORGANIZATION AND NATURE OF BUSINESS	Overview Driven Deliveries Inc. (formerly Results-Based Outsourcing Inc) (the “Company” or “Driven”), formed on July 22, 2013, is engaged in providing delivery services of legal cannabis products to consumers in California. On August 29, 2018, Driven Deliveries, Inc., a Nevada company (“Driven Nevada”), was acquired by Results-Based Outsourcing as part of a reverse merger transaction. As consideration for the merger, Results-Based Outsourcing issued the equity holders of Driven Nevada an aggregate of 30,000,000 post-split shares of their common. Following the merger, the Company adopted the business plan of Driven Nevada as a delivery company focused on deliveries for consumers of legal cannabis products, in California. The merger was accounted for as a recapitalization of the Company, therefore the financial statements as presented in this report include the historical results of Driven Nevada. In June 2019, the Company completed its acquisition of Ganjarunner, Inc. and Global Wellness, LLC, which are engaged in the business of providing delivery services of legal cannabis products to consumers. See Note 4 – Merger Agreement below for more information on the acquisition. Risks and Uncertainties The Company has a limited operating history and has generated limited revenues from its operations. The Company's business and operations are sensitive to general business and economic conditions in the U.S. along with local, state, and federal governmental policy decisions. A host of factors beyond the Company's control could cause fluctuations in these conditions. Adverse conditions may include: changes in cannabis regulatory environment and competition from larger more well-funded companies. These adverse conditions could affect the Company's financial condition and the results of its operations.

GOING CONCERN ANALYSIS

GOING CONCERN ANALYSIS	6 Months Ended
	Jun. 30, 2019
Going Concern Analysis
GOING CONCERN ANALYSIS	Going Concern Analysis For the six months ended June 30, 2019, the Company had a net loss of $2,523,222 and working capital deficit of $1,529,421. The Company will require additional capital in order to continue its operations in the normal course of business. Management has concluded that due to these conditions, there is substantial doubt about the company’s ability to continue as a going concern. The accompanying consolidated condensed financial statements have been prepared assuming that the Company will continue as a going concern. Management’s plans include raising capital though the sale of debt and/or equity. The Company’s ability to continue as a going concern is dependent upon its ability to raise capital to implement the business plan, generate sufficient revenues and to control operating expenses. While we believe in the viability of our strategy to generate sufficient revenue, control costs and the ability to raise additional funds, there can be no assurances that our strategy will be successful. The Company’s financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the matters discussed herein.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	6 Months Ended
	Jun. 30, 2019
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	Basis of presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (“SEC” for interim financial information. In the opinion of the Company’s management, the accompanying condensed financial statements reflect all adjustments, consisting of normal, recurring adjustments, considered necessary for a fair presentation of the results for the interim period ended June 30, 2019. Although management believes that the disclosures in these unaudited condensed financial statements are adequate to make the information presented not misleading, certain information and footnote disclosures normally included in financial statements that have been prepared in accordance U.S. GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s financial statements for the year ended December 31, 2018, which contains the audited financial statements and notes thereto, for the year ended December 31, 2018 included within the Company’s Form 10-K filed with the SEC on April 15, 2019. The interim results for the three and six months ended June 30, 2019 are not necessarily indicative of the results to be expected for the year ended December 31, 2019 or for any future interim periods. The December 31, 2018 Balance Sheet is derived from the Company's audited financial statements but does not include all necessary disclosures for full U.S. GAAP presentation. Use of estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense during the reporting period. Actual results could differ from those estimates. Concentrations of Credit Risk The Company maintains its cash accounts at financial institutions which are insured by the Federal Deposit Insurance Corporation. At times, the Company may have deposits in excess of federally insured limits. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. As of June 30, 2019, the Company did not have any cash equivalents. Equipment Equipment is stated at cost less accumulated depreciation. Cost includes expenditures for vehicles and computer equipment. Maintenance and repairs are charged to expense as incurred. When assets are sold, retired, or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in operations. The cost of equipment is depreciated using the straight-line method over the estimated useful lives of the related assets which is three years for computer equipment and five years for vehicles. Depreciation expense was $6,052 and $1,742 for the six months ended June 30, 2019 and 2018, respectively. Inventory Inventory is stated at the lower of cost or net realizable value. Inventory is determined to be salable based on demand forecast within a specific time horizon. Inventory in excess of salable amounts and inventory which is considered obsolete. At the point of recognition, a new lower cost basis for that inventory is established and subsequent changes in facts and circumstances do not result in the restoration or increase in that new cost basis. Inventory is costed on the FIFO basis. Stock-Based Compensation The Company accounts for stock-based compensation costs under the provisions of ASC 718, “Compensation—Stock Compensation”, which requires the measurement and recognition of compensation expense related to the fair value of stock-based compensation awards that are ultimately expected to vest. Stock based compensation expense recognized includes the compensation cost for all stock-based payments granted to employees, officers, and directors based on the grant date fair value estimated in accordance with the provisions of ASC 718. ASC 718 is also applied to awards modified, repurchased, or canceled during the periods reported. Stock-Based Compensation for Non-Employees The Company accounts for warrants and options issued to non-employees under ASU 2018-07, Equity – Equity Based Payments to Non-Employees, using the Black-Scholes option-pricing model. Debt Issued with Warrants Debt issued with warrants is accounted for under the guidelines established by ASC 470-20 – Accounting for Debt with Conversion or Other Options. We record the relative fair value of warrants related to the issuance of convertible debt as a debt discount or premium. The discount or premium is subsequently amortized to interest expense over the expected term of the convertible debt. The value of the warrants issued with the debt was de minimis. Revenue Recognition As of January 1, 2018, the company adopted ASC 606. The adoption of ASC 606, Revenue From Contracts With Customers, represents a change in accounting principle that will more closely align revenue recognition with the delivery of the Company’s services and will provide financial statement readers with enhanced disclosures. In accordance with ASC 606, revenue is recognized when a customer obtains control of promised services. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for these services. Revenue is recorded gross of taxes related to taxable sales transactions, such as sales tax, use tax, or other government fees. The Company used the Modified-Retrospective Method when adopting this standard. There was no accounting effect due to the initial adoption. To achieve this core principle, the Company applies the following five steps: 1) Identify the contract with a customer A contract with a customer exists when (i) the Company enters into an enforceable contract with a customer that defines each party’s rights regarding the services to be transferred and identifies the payment terms related to these services, (ii) the contract has commercial substance and, (iii) the Company determines that collection of substantially all consideration for services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. The Company applies judgment in determining the customer’s ability and intention to pay. The Company has three contracts with different customers with the same terms. All of these qualify as contracts since they have been approved by both parties, have identifiable rights and payment terms regarding the services to be transferred, have commercial substance, and it is probable that the entity will collect the consideration in exchange for the services. The Company also sells directly to customers through their Ganjarunner website. The Company takes customer orders through the website and delivers directly to the customer. In these sales the Company does not enter into a formal contract but sells directly to the customer as a retailer. 2) Identify the performance obligations in the contract Performance obligations promised in a contract are identified based on the services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the service either on its own or together with other resources that are readily available from third parties or from the Company, and are distinct in the context of the contract, whereby the transfer of the services is separately identifiable from other promises in the contract. To the extent a contract includes multiple promised services, the Company must apply judgment to determine whether promised services are capable of being distinct and distinct in the context of the contract. If these criteria are not met the promised services are accounted for as a combined performance obligation. The Company’s performance obligations are to (1) deliver cannabis in compliance with California law, (2) provide a platform to sell the retailer’s products, and (3) sell directly to customers through the Ganjarunner website. These items represent performance obligations since they are distinct services and products and are distinct in the context of the contract. 3) Determine the transaction price The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring services to the customer. To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price utilizing either the expected value method or the most likely amount method depending on the nature of the variable consideration. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. None of the Company’s contracts as of June 30, 2019 contained a significant financing component. Determining the transaction price requires significant judgment, which is discussed by revenue category in further detail below. The Company provides delivery services in exchange for a flat fee per delivery and an additional charge per mile. As mandated by the California Bureau of Cannabis Control, delivery drivers are required to be on the payroll of a licensed retailer. In order to fulfill the performance obligation, delivery drivers are included on the payroll of the customer, and the Company reimburses the customer for the drivers’ wages at a premium. The cost of paying the drivers are considered a cost to fulfill a contract for which the Company receives no benefit, so it is consideration payable to the customer, which is considered in determining the transaction price. In addition, the Company currently nets the amounts owed by the customers for deliveries with the amounts owed to the customers for drivers’ wages. As such, the company reduces the delivery fee by the drivers’ wages to determine the transaction price. These elements of the transaction price are based on variable consideration determined to be constrained and are recognized as of the later of when the service is rendered or when the Company pays or promises to pay the consideration, which will generally be on a monthly basis. If the cost of the drivers’ wages exceeds the total fees for delivery, the Company would present a net negative revenue. For the six months ended June 30, 2019 and 2018, the Company had net negative revenue related to delivery of cannabis. The transaction price of the commissions is a variable consideration as the price is determined to be 10% of a delivered sale from an order generated on the Company’s online platform. The variable consideration is also constrained as the amount of the consideration is dependent on the cost of the products purchased; and is further constrained as the company has little history to predict the amount to be recognized. Transaction price for the commissions will be determined as the company satisfies the performance obligation. The direct sales made through the Ganjarunner website do not have a variable consideration and are accounted for as product sales. 4) Allocate the transaction price to performance obligations in the contract If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. However, if a series of distinct services that are substantially the same qualifies as a single performance obligation in a contract with variable consideration, the Company must determine if the variable consideration is attributable to the entire contract or to a specific part of the contract. For example, a bonus or penalty may be associated with one or more, but not all, distinct services promised in a series of distinct services that forms part of a single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price basis unless the transaction price is variable and meets the criteria to be allocated entirely to a performance obligation or to a distinct service that forms part of a single performance obligation. The Company determines standalone selling price based on the price at which the performance obligation is sold separately. If the standalone selling price is not observable through past transactions, the Company estimates the standalone selling price taking into account available information such as market conditions and internally approved pricing guidelines related to the performance obligations. The Company will allocate the transaction price of the delivery fees and to the deliveries that they perform separately for the customer. The transaction price of the commissions will be allocated per each sale that the Company generates for a retailer that is delivered. There are no discounts to allocate and there have been no changes in the transaction price to allocate. For the sales made through the Ganjarunner website, the transaction price is allocated to the product and the delivery fees associated with the sale. 5) Recognize revenue when or as the Company satisfies a performance obligation The Company satisfies performance obligations either over time or at a point in time. Revenue is recognized at the time the related performance obligation is satisfied by transferring a promised service to a customer. Both performance obligations are satisfied at a point in time, and as such revenue will be recognized when the delivery is completed. The revenue will not be recognized for orders not fulfilled, but the delivery fee is earned even if the delivery is rejected or the person who placed the order is not present or available at the time of delivery. The consideration payable to the customer for drivers’ wages is recognized over time based on the inputs to determine the drivers’ wage obligations, but the net transaction price is known and therefore recognized by the end of each reporting period. For the sales made through the Ganjarunner website, the performance obligation is satisfied at a point in time, and as such revenue will be recognized when the delivery is completed. Disaggregation of Revenue The following table depicts the disaggregation of revenue according to revenue type. Revenue Type Revenue for the three months ended June 30, 2019 Revenue for the three months ended June 30, 2018 Revenue for the six months ended June 30, 2019 Revenue for the six months ended June 30, 2018 Delivery Income $ 18,973 6,192 $ 34,343 13,160 Dispensary Cost Reimbursements (28,559 ) (30,391 ) (63,346 ) (31,164 ) Delivery Income, net (9,586 ) (24,199 ) (29,003 ) (18,004 ) Product Sales 62,607 - 62,607 - Commission Income 29 43 29 43 Other Revenue 12,774 - 12,774 - Total $ 65,824 (24,156 ) 46,407 (17,961 ) Due to this reduction of revenue from the reimbursement of wages for the delivery couriers, the Company is presenting a net negative delivery income for the three and six months ended June 30, 2018 and 2019. Leases Under Topic 842, operating lease expense is generally recognized evenly over the term of the lease. The Company has operating leases primarily consisting of office space with remaining lease terms of 11 months to 28 months. Current facility leases include our offices in Las Vegas, Nevada, Long Beach, California, San Diego, California, Glendale, California, and Sacramento, California. Lease costs were $96,708 for the six months ended June 30, 2019. There was no sublease rental income for the six months ended June 30, 2019. Leases with an initial term of twelve months or less are not recorded on the balance sheet. For lease agreements entered into or reassessed after the adoption of Topic 842, we combine the lease and non-lease components in determining the lease liabilities and right of use (“ROU”) assets. Our lease agreements generally do not provide an implicit borrowing rate, therefore an internal incremental borrowing rate is determined based on information available at lease commencement date for purposes of determining the present value of lease payments. We used the incremental borrowing rate on December 31, 2018 for all leases that commenced prior to that date. Lease Costs Six Months Ended June 30, 2019 Components of total lease costs: Operating lease expense $ 96,708 Total lease costs $ 96.708 Three Months Ended June 30, 2019 Components of total lease costs: Operating lease expense $ 52,648 Total lease costs $ 52,648 Lease Positions as of June 30, 2019 ROU lease assets and lease liabilities for our operating leases were recorded in the condensed consolidated balance sheet as follows: June 30, 2019 Assets Right of use asset – short term $ 154,041 Right of use asset – long term 186,669 Total assets $ 340,710 Liabilities Operating lease liabilities – short term 152,407 Operating lease liabilities – long term $ 198,024 Total lease liability $ 350,431 Lease Terms and Discount Rate Weighted average remaining lease term (in years) – operating lease 2.63 Weighted average discount rate – operating lease 10.91 % Cash Flows Six Months Ended June 30, 2019 Cash paid for amounts included in the measurement of lease liabilities: ROU amortization $ 44,823 Cash paydowns of operating liability $ (42,601 ) Supplemental non-cash amounts of lease liabilities arising from obtaining ROU assets $ (390,109 ) Lease Liability $ 369,986 The future minimum lease payments under the leases are as follows: 2019 (nine months) $ 165,229 2020 156,916 2021 44,851 2022 39,535 2023 3,303 Total future minimum lease payments 409,834 Lease imputed interest 59,403 Total $ 350,431 Basic and Diluted Net Loss per Common Share Basic loss per common share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding for each period. Diluted loss per share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding plus the dilutive effect of shares issuable through the common stock equivalents. The weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive. As of June 30, 2019, common stock equivalents are comprised of 13,176,750 warrants and 10,161,869 options. Recent Accounting Pronouncements The FASB issues ASUs to amend the authoritative literature in ASC. There have been several ASUs to date, that amend the original text of ASC. Management believes that those issued to date either (i) provide supplemental guidance, (ii) are technical corrections, (iii) are not applicable to us or (iv) are not expected to have a significant impact our financial statements.

MERGER AGREEMENT

MERGER AGREEMENT	6 Months Ended
	Jun. 30, 2019
Business Combinations [Abstract]
MERGER AGREEMENT	On June 21, 2019, the Company, GR Acquisition, Inc. (“GRA”), a Nevada corporation ,Ganjarunner, Inc. (“Ganjarunner”), a California corporation, and Global Wellness, LLC (“GW”), a California limited liability company, (Ganjarunner and GW are hereafter referred to collectively as “GR/GW”) entered into an Agreement and Plan of Merger (the “Agreement”), pursuant to which GR/GW shall merge with and into GRA, with GRA continuing as the surviving entity and wholly-owned subsidiary of the Company (the “Merger”). The Merger closed on June 24, 2019 (the “Closing Date”). Pursuant to the Agreement, the Company agreed to pay to GR/GW $450,000, $150,000 of which has already been paid to GR/GW with the remaining $300,000 to be paid in two equal tranches of $150,000 whereby each tranche is subject to GRA’s achievement of certain milestones. Additionally, the Company shall pay to GR/GW (i) $350,000 at the earlier to occur of the 6-month anniversary of the Closing Date or upon the Company raising additional funding of at least $2,000,000 and (ii) $300,000 at the end of the 24-month anniversary of the Closing Date. In addition, as further consideration, the Company issued to GR/GW’s founders 1,000,000 shares of the Company’s common stock on the Closing Date and shall make two additional issuances of 2,000,000 shares of common stock on the 12-month and 24-month anniversaries of the Closing Date, with each respective issuance contingent upon GRA’s achievement of certain milestones as set forth in the Agreement. Following the closing of the transaction, Ganjarunner’s financial statements as of the Closing were consolidated with the Consolidated Financial Statements of the Company. These amounts are provisional and may be adjusted during the measurement period. The following presents the unaudited pro-forma combined results of operations of the Company with the Ganjarunner Business as if the entities were combined on January 1, 2019. Six Months Ended Six Months Ended June 30, 2019 June 30, 2018 Gross Revenue $ 1,651,200 1,008,191 Gross Profit $ 832,367 496,703 Net loss $ (2,582,625 ) (277,921 ) Net loss per share $ (0.06 ) (0.80 ) Weighted average number of shares outstanding 46,179,458 346,556 The unaudited pro-forma results of operations are presented for information purposes only. The unaudited pro-forma results of operations are not intended to present actual results that would have been attained had the acquisitions been completed as of January 1, 2018 or to project potential operating results as of any future date or for any future periods. The Company consolidated Ganjarunner as of the closing date of the agreement, and the results of operations of the Company include that of Ganjarunner. The following presents the consideration paid for the acquisition of Ganjarunner and the preliminary purchase price allocation. These amounts are provisional and may be adjusted during the measurement period. Purchase Price Cash consideration $ 150,000 Future cash consideration 903,886 Stock consideration 500,000 Future stock consideration 1,194,092 Total purchase price $ 2,747,978 Allocation of purchase price Cash $ 123,088 Inventory 139,017 Fixed assets, net 18,353 ROU asset 125,541 Lease Liability (126,163 ) Accounts payable (546,690 ) Goodwill and intangible assets 3,014,832 Total allocation of purchase price $ 2,747,978

NOTES PAYABLE

NOTES PAYABLE	6 Months Ended
	Jun. 30, 2019
Notes Payable [Abstract]
NOTES PAYABLE	On November 7, 2017 the Company issued a promissory note for $75,000 that accrues interest of 6% annually. The promissory note is due on the earlier of January 31, 2018 or in the event of default, as such term is defined in the agreement. The terms of the promissory note provide that the principal amount of the note is convertible into the same security that is sold and issued in the next Qualified Financing Round completed by the Company, except that the conversion price shall be at a ten percent (10%) discount to the equity price per share raised in such Qualified Financing Round. Qualified Financing Round is defined as an equity financing of the Company that is consummated during the term of the promissory note which results in gross proceeds of not less than $925,000. The note was in default but as of the date of this report, has been fully paid off. On February 1, 2018, the Company entered into a convertible bridge loan agreement providing for a loan in the principal amount of $50,000 to the Company. The loan bears interest at the rate of 6% annually and is convertible into shares the Company’s common stock at a 10% discount to the equity price per share that is sold and issued in the next Qualified Financing Round completed by the Company. Qualified Financing Round is defined as an equity financing of the Company that is consummated during the term of the loan which results in gross proceeds of not less than $925,000. In connection with the loan, the Company issued to the lender a three year warrant to purchase 12,500 shares of common stock of the Company at an exercise price of $0.50 per share. The bridge loan was due on March 31, 2018. In March 2019, the Company entered into a debt cancellation agreement with the lender pursuant to which the Company agreed to issue to the lender 375,000 shares of the Company’s common stock and a three year warrant to purchase 25,000 shares of the Company’s common stock at an exercise price of $0.20. The Company recorded a loss on extinguishment of debt of $225 related to the cancellation. On October 25, 2018, the Company issued a convertible promissory note in the principal amount of $50,000 which is convertible into shares the Company’s common stock at a price of $0.20 per share. This note accrues interest of 8% annually. The note is due on October 25, 2019. During the second quarter of 2019 the note was converted into 261,665 shares of the Company’s common stock.

STOCKHOLDERS' DEFICIT

STOCKHOLDERS' DEFICIT	6 Months Ended
	Jun. 30, 2019
STOCKHOLDERS' EQUITY
STOCKHOLDERS' DEFICIT	Common Stock The Company is authorized to issue 200,000,000 shares of common stock, par value $0.0001 per share. During the six months ended June 30, 2019, the company issued 8,065,000 shares of common stock for cash of $1,973,001, 636,665 shares of common stock for conversion or cancellation of debt, and 1,000,000 shares related to the acquisition of Ganjarunner. Preferred Stock The Company is authorized to issue 15,000,000 shares of preferred stock, par value $0.0001 per share. The preferred stock may be issued from time to time in one or more series as the Company’s Board may authorize. None of the preferred stock have been designated and none are issued and outstanding. Warrants A summary of warrant issuances are as follows: Weighted Average Weighted Average Remaining Number Exercise Price Contractual Life Warrants Outstanding January 1, 2018 18,750 $ 0.50 2.85 Granted 9,112,500 0.19 3.83 Outstanding December 31, 2018 9,131,250 0.19 3.83 Granted 4,058,000 0.16 6.73 Forfeited (12,500 ) 0.50 1.84 Outstanding June 30, 2019 13,176,750 $ 0.18 4.38 During the first quarter of 2019, the Company issued warrants to purchase 1,558,000 shares of common stock of the Company at an exercise price of $0.10 per share. The warrants may be exercised on a cashless basis and have a term of seven years. The warrants were issued for consulting services. During the second quarter of 2019, the Company issued warrants to purchase 2,500,000 shares of common stock of the Company at an exercise price of $0.20 per share. The warrants may be exercised on a cashless basis and have a term of seven years. The warrants were issued for consulting services. Options A summary of options issuances are as follows: Weighted Average Weighted Average Remaining Weighted Average Number Exercise Price Contractual Life Grant Date Fair Value Options Outstanding January 1, 2018 - $ - - $ - Granted 4,854,692 0.04 3.00 0.19 Outstanding December 31, 2018 4,854,692 0.04 3.00 0.19 Granted 5,610,022 0.22 6.74 0.28 Forfited (302,845 ) 0.04 2.67 0.04 Outstanding June 30, 2019 10,161,869 $ 0.14 4.84 $ 0.24 Nonvested Shares Shares Nonvested at January 1, 2018 - Granted 4,854,692 Vested (1,213,673 ) Forfeited - Nonvested at December 31, 2018 3,641,019 Granted 5,610,022 Vested (1,803,627 ) Forfeited (302,845 ) Nonvested at June 30, 2019 7,144,569 During the first quarter of 2019, the Company issued stock options purchase 3,922,522 shares of common stock of the Company at an exercise price of $0.10 per share. The options have a term of seven years. The company recognized a stock compensation expense of $187,306 related to the issuance of these options for the three months ended March 31, 2019. During the second quarter of 2019, the Company issued stock options purchase 1,687,500 shares of common stock of the Company at an exercise price of $0.10 to $0.50 per share. The options have a term of seven years. The company recognized a stock compensation expense of $5,182 related to the issuance of these options for the three months ended June 30, 2019. The company recognized a stock compensation expense of $106,986 and $351,048 respectively for the three and six months ended June 30, 2019, related to stock options.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	6 Months Ended
	Jun. 30, 2019
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	On May 15, 2018, the Company entered into a three (3) year lease to rent office space for its principal executive office, with an effective date of June 1, 2018. The lease provides for monthly rent of $2,800 per month for the first year of the lease, $3,780 per month for the second year and $3,920 per month for the third year. The Company is also required to pay a monthly common area maintenance fee of $420. On February 1, 2019, the Company entered into a twelve-month lease for office space in Las Vegas, Nevada. The lease requires a monthly payment of $1,764 and terminates on February 14, 2020. The Company assumed a three (3) year lease, with an effective date of February 5, 2019, from a related party. The Company paid $20,839 upon signing the assignment. The lease provides for monthly rent of $5,345 per month through June 30, 2019, $5,880 per month through June 30, 2020 and $6,468 per month through June 30, 2021. The Company is also required to pay a monthly common area maintenance fee of $695. The Company assumed a five (5) year lease, with an effective date of June 24, 2019, the acquisition of Ganjarunner. The lease provides for monthly rent of $3,113 per month through July 31, 2021, $3,206 per month through July 31, 2022 and $3,302 per month through July 31, 2023. On February 22, 2019, the Company entered into a consulting agreement for public and media relations services. As part of this agreement the Company will pay $4,000 per month to the consultant. On March 7, 2019, the Company entered into a consulting agreement for business advisory services. Pursuant to the terms of the consulting agreement, the Company agreed to pay cash compensation of $10,417 per month. The Company also agreed to pay a one-time payment of $5,000 within 5 days of the execution of the agreement. The Company also agreed to issue the consultant 125,000 options to purchase shares of the Company’s common stock, which options will vest quarterly over a 3 year period. On April 1, 2019 the Company entered into a consulting agreement for business advisory services. As part of this agreement the Company will pay the consultant $20,000 per month. Additionally, the Company agreed to issue 500,000 warrants to purchase shares of its common stock. These warrants have an exercise price of $0.20 and a term of 7 years. During the second quarter of 2019, the Company entered into three delivery contractor agreements with retailers. As part of these contracts the Company will offer delivery services in exchange for a delivery fee from each of these retailers. During the six months ended June 30, 2019, the Company entered into seven employment agreements. As part of these agreements the Company will issue a total of 1,687,500 options to purchase shares of the Company's common stock. These options vest quarterly over two or three years.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	6 Months Ended
	Jun. 30, 2019
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	During the year ended December 31, 2018, the Company entered into a loan agreement with the Company’s CFO, Brian Hayek, pursuant to which Mr. Hayek extended an interest free loan to the Company in the amount of $30,705. As of June 30, 2019, the amount due on this loan was $3,000. On January 16, 2019, the Company appointed Jerrin James as the Company’s COO. Pursuant to the terms of the agreement with Mr. James, the Company agreed to issue 2,897,522 shares either in the form of stock options or warrants, to purchase shares of the Company’s common stock 25% of which will vest immediately upon grant with the remainder vesting quarterly over three years. On March 5, 2019, the Company appointed Adam Berk as a Director to the Company. In connection with his appointment the Company agreed to issue to Mr. Berk, options to purchase 450,000 shares of common stock which vest immediately upon grant. On April 3, 2019, the Company appointed Christian Schenk as a Director to the Company. In connection with his appointment the Company agreed to issue to Mr. Schenk, warrants to purchase 1,500,000 shares of common stock which will vest immediately upon grant. The Company also agreed to issue warrants to purchase 500,000 shares of common stock of the Company after the close of the merger with Ganjarunner (see below for details on the business combination), and issue warrants to purchase 1,000,000 shares of common stock of the Company after successfully closing the Company’s pending business arrangement with a cannabis B2B transportation provider or other business as determined by the Board of Directors.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	6 Months Ended
	Jun. 30, 2019
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	On July 10, 2019 (the “Closing Date”), the Company and Mountain High Recreation, Inc. (“MH”), a California corporation, entered into an Asset Purchase Agreement (the “Agreement”), pursuant to which the Company acquired certain assets from MH as specified in the Agreement, which included (i) the option to purchase to MH’s California Cannabis - Retailer Nonstorefront License (ii) the option to purchase a certain real property lease located at 8 Light Sky Ct, Sacramento, CA 95828 associated with that certain license , (iii) the right to use all trademarks and intellectual property associated with the MH brand (the “Assets”). The Company assumed no liabilities of MH. The transactions contemplated by the Agreement, closed on July 10, 2019 (the “Closing”). Pursuant to the Agreement, the Company agreed to pay to MH the following: $200,000 at Closing, $150,000 on or before December 20, 2019, $150,000 on or before March 31, 2020, $250,000 at the end of the twelfth (12th) month (on a rolling basis) following the Closing Date and $250,000 at the end of the twenty-fourth (24th) month (on a rolling basis) following the Closing Date. In addition, at the Closing, the Company issued to MH 1,000,000 shares of its common stock . At the end of the twelfth month (on a rolling basis) from the Closing Date, the Company agreed to issue to MH warrants to purchase 2,000,000 shares of the Company’s Common Stock with an exercise price equal to the per share purchase price paid by investors of the Company’s then most recent private placement and exercisable for a period of three (3) years from the date of issuance (the “2020 Warrants”). At the end of the twenty-fourth month (on a rolling basis) from the Closing Date, the Company shall issue to MH warrants to purchase 2,000,000 shares of the Company’s Common Stock with an exercise price equal to the per share purchase price paid by investors of the Company’s then most recent private placement price, exercisable for a period of three (3) years from the date of issuance (the “2021 Warrants”). The 2020 Warrants and 2021 Warrants are subject to adjustment, based on the amount of gross revenue the Company recognized in connection with the Assets. Subsequent to the second quarter of 2019, the Company issued 550,000 shares of its common stock for consideration of $274,945.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	6 Months Ended
	Jun. 30, 2019
Accounting Policies [Abstract]
Basis of presentation	The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (“SEC” for interim financial information. In the opinion of the Company’s management, the accompanying condensed financial statements reflect all adjustments, consisting of normal, recurring adjustments, considered necessary for a fair presentation of the results for the interim period ended June 30, 2019. Although management believes that the disclosures in these unaudited condensed financial statements are adequate to make the information presented not misleading, certain information and footnote disclosures normally included in financial statements that have been prepared in accordance U.S. GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s financial statements for the year ended December 31, 2018, which contains the audited financial statements and notes thereto, for the year ended December 31, 2018 included within the Company’s Form 10-K filed with the SEC on April 15, 2019. The interim results for the three and six months ended June 30, 2019 are not necessarily indicative of the results to be expected for the year ended December 31, 2019 or for any future interim periods. The December 31, 2018 Balance Sheet is derived from the Company's audited financial statements but does not include all necessary disclosures for full U.S. GAAP presentation.
Use of estimates	The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense during the reporting period. Actual results could differ from those estimates.
Concentrations of Credit Risk	The Company maintains its cash accounts at financial institutions which are insured by the Federal Deposit Insurance Corporation. At times, the Company may have deposits in excess of federally insured limits.
Cash and Cash Equivalents	The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. As of June 30, 2019, the Company did not have any cash equivalents.
Equipment	Equipment is stated at cost less accumulated depreciation. Cost includes expenditures for vehicles and computer equipment. Maintenance and repairs are charged to expense as incurred. When assets are sold, retired, or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in operations. The cost of equipment is depreciated using the straight-line method over the estimated useful lives of the related assets which is three years for computer equipment and five years for vehicles. Depreciation expense was $6,052 and $1,742 for the six months ended June 30, 2019 and 2018, respectively.
Inventory	Inventory is stated at the lower of cost or net realizable value. Inventory is determined to be salable based on demand forecast within a specific time horizon. Inventory in excess of salable amounts and inventory which is considered obsolete. At the point of recognition, a new lower cost basis for that inventory is established and subsequent changes in facts and circumstances do not result in the restoration or increase in that new cost basis. Inventory is costed on the FIFO basis.
Stock-Based Compensation	The Company accounts for stock-based compensation costs under the provisions of ASC 718, “Compensation—Stock Compensation”, which requires the measurement and recognition of compensation expense related to the fair value of stock-based compensation awards that are ultimately expected to vest. Stock based compensation expense recognized includes the compensation cost for all stock-based payments granted to employees, officers, and directors based on the grant date fair value estimated in accordance with the provisions of ASC 718. ASC 718 is also applied to awards modified, repurchased, or canceled during the periods reported.
Stock-Based Compensation for Non-Employees	The Company accounts for warrants and options issued to non-employees under ASU 2018-07, Equity – Equity Based Payments to Non-Employees, using the Black-Scholes option-pricing model.
Debt Issued with Warrants	Debt issued with warrants is accounted for under the guidelines established by ASC 470-20 – Accounting for Debt with Conversion or Other Options. We record the relative fair value of warrants related to the issuance of convertible debt as a debt discount or premium. The discount or premium is subsequently amortized to interest expense over the expected term of the convertible debt. The value of the warrants issued with the debt was de minimis.
Revenue Recognition	As of January 1, 2018, the company adopted ASC 606. The adoption of ASC 606, Revenue From Contracts With Customers, represents a change in accounting principle that will more closely align revenue recognition with the delivery of the Company’s services and will provide financial statement readers with enhanced disclosures. In accordance with ASC 606, revenue is recognized when a customer obtains control of promised services. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for these services. Revenue is recorded gross of taxes related to taxable sales transactions, such as sales tax, use tax, or other government fees. The Company used the Modified-Retrospective Method when adopting this standard. There was no accounting effect due to the initial adoption. To achieve this core principle, the Company applies the following five steps: 1) Identify the contract with a customer A contract with a customer exists when (i) the Company enters into an enforceable contract with a customer that defines each party’s rights regarding the services to be transferred and identifies the payment terms related to these services, (ii) the contract has commercial substance and, (iii) the Company determines that collection of substantially all consideration for services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. The Company applies judgment in determining the customer’s ability and intention to pay. The Company has three contracts with different customers with the same terms. All of these qualify as contracts since they have been approved by both parties, have identifiable rights and payment terms regarding the services to be transferred, have commercial substance, and it is probable that the entity will collect the consideration in exchange for the services. The Company also sells directly to customers through their Ganjarunner website. The Company takes customer orders through the website and delivers directly to the customer. In these sales the Company does not enter into a formal contract but sells directly to the customer as a retailer. 2) Identify the performance obligations in the contract Performance obligations promised in a contract are identified based on the services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the service either on its own or together with other resources that are readily available from third parties or from the Company, and are distinct in the context of the contract, whereby the transfer of the services is separately identifiable from other promises in the contract. To the extent a contract includes multiple promised services, the Company must apply judgment to determine whether promised services are capable of being distinct and distinct in the context of the contract. If these criteria are not met the promised services are accounted for as a combined performance obligation. The Company’s performance obligations are to (1) deliver cannabis in compliance with California law, (2) provide a platform to sell the retailer’s products, and (3) sell directly to customers through the Ganjarunner website. These items represent performance obligations since they are distinct services and products and are distinct in the context of the contract. 3) Determine the transaction price The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring services to the customer. To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price utilizing either the expected value method or the most likely amount method depending on the nature of the variable consideration. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. None of the Company’s contracts as of June 30, 2019 contained a significant financing component. Determining the transaction price requires significant judgment, which is discussed by revenue category in further detail below. The Company provides delivery services in exchange for a flat fee per delivery and an additional charge per mile. As mandated by the California Bureau of Cannabis Control, delivery drivers are required to be on the payroll of a licensed retailer. In order to fulfill the performance obligation, delivery drivers are included on the payroll of the customer, and the Company reimburses the customer for the drivers’ wages at a premium. The cost of paying the drivers are considered a cost to fulfill a contract for which the Company receives no benefit, so it is consideration payable to the customer, which is considered in determining the transaction price. In addition, the Company currently nets the amounts owed by the customers for deliveries with the amounts owed to the customers for drivers’ wages. As such, the company reduces the delivery fee by the drivers’ wages to determine the transaction price. These elements of the transaction price are based on variable consideration determined to be constrained and are recognized as of the later of when the service is rendered or when the Company pays or promises to pay the consideration, which will generally be on a monthly basis. If the cost of the drivers’ wages exceeds the total fees for delivery, the Company would present a net negative revenue. For the six months ended June 30, 2019 and 2018, the Company had net negative revenue related to delivery of cannabis. The transaction price of the commissions is a variable consideration as the price is determined to be 10% of a delivered sale from an order generated on the Company’s online platform. The variable consideration is also constrained as the amount of the consideration is dependent on the cost of the products purchased; and is further constrained as the company has little history to predict the amount to be recognized. Transaction price for the commissions will be determined as the company satisfies the performance obligation. The direct sales made through the Ganjarunner website do not have a variable consideration and are accounted for as product sales. 4) Allocate the transaction price to performance obligations in the contract If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. However, if a series of distinct services that are substantially the same qualifies as a single performance obligation in a contract with variable consideration, the Company must determine if the variable consideration is attributable to the entire contract or to a specific part of the contract. For example, a bonus or penalty may be associated with one or more, but not all, distinct services promised in a series of distinct services that forms part of a single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price basis unless the transaction price is variable and meets the criteria to be allocated entirely to a performance obligation or to a distinct service that forms part of a single performance obligation. The Company determines standalone selling price based on the price at which the performance obligation is sold separately. If the standalone selling price is not observable through past transactions, the Company estimates the standalone selling price taking into account available information such as market conditions and internally approved pricing guidelines related to the performance obligations. The Company will allocate the transaction price of the delivery fees and to the deliveries that they perform separately for the customer. The transaction price of the commissions will be allocated per each sale that the Company generates for a retailer that is delivered. There are no discounts to allocate and there have been no changes in the transaction price to allocate. For the sales made through the Ganjarunner website, the transaction price is allocated to the product and the delivery fees associated with the sale. 5) Recognize revenue when or as the Company satisfies a performance obligation The Company satisfies performance obligations either over time or at a point in time. Revenue is recognized at the time the related performance obligation is satisfied by transferring a promised service to a customer. Both performance obligations are satisfied at a point in time, and as such revenue will be recognized when the delivery is completed. The revenue will not be recognized for orders not fulfilled, but the delivery fee is earned even if the delivery is rejected or the person who placed the order is not present or available at the time of delivery. The consideration payable to the customer for drivers’ wages is recognized over time based on the inputs to determine the drivers’ wage obligations, but the net transaction price is known and therefore recognized by the end of each reporting period. For the sales made through the Ganjarunner website, the performance obligation is satisfied at a point in time, and as such revenue will be recognized when the delivery is completed.
Disaggregation of Revenue	The following table depicts the disaggregation of revenue according to revenue type. Revenue Type Revenue for the three months ended June 30, 2019 Revenue for the three months ended June 30, 2018 Revenue for the six months ended June 30, 2019 Revenue for the six months ended June 30, 2018 Delivery Income $ 18,973 6,192 $ 34,343 13,160 Dispensary Cost Reimbursements (28,559 ) (30,391 ) (63,346 ) (31,164 ) Delivery Income, net (9,586 ) (24,199 ) (29,003 ) (18,004 ) Product Sales 62,607 - 62,607 - Commission Income 29 43 29 43 Other Revenue 12,774 - 12,774 - Total $ 65,824 (24,156 ) 46,407 (17,961 ) Due to this reduction of revenue from the reimbursement of wages for the delivery couriers, the Company is presenting a net negative delivery income for the three and six months ended June 30, 2018 and 2019.
Leases	Under Topic 842, operating lease expense is generally recognized evenly over the term of the lease. The Company has operating leases primarily consisting of office space with remaining lease terms of 11 months to 28 months. Current facility leases include our offices in Las Vegas, Nevada, Long Beach, California, San Diego, California, Glendale, California, and Sacramento, California. Lease costs were $96,708 for the six months ended June 30, 2019. There was no sublease rental income for the six months ended June 30, 2019. Leases with an initial term of twelve months or less are not recorded on the balance sheet. For lease agreements entered into or reassessed after the adoption of Topic 842, we combine the lease and non-lease components in determining the lease liabilities and right of use (“ROU”) assets. Our lease agreements generally do not provide an implicit borrowing rate, therefore an internal incremental borrowing rate is determined based on information available at lease commencement date for purposes of determining the present value of lease payments. We used the incremental borrowing rate on December 31, 2018 for all leases that commenced prior to that date. Lease Costs Six Months Ended June 30, 2019 Components of total lease costs: Operating lease expense $ 96,708 Total lease costs $ 96.708 Three Months Ended June 30, 2019 Components of total lease costs: Operating lease expense $ 52,648 Total lease costs $ 52,648 Lease Positions as of June 30, 2019 ROU lease assets and lease liabilities for our operating leases were recorded in the condensed consolidated balance sheet as follows: June 30, 2019 Assets Right of use asset – short term $ 154,041 Right of use asset – long term 186,669 Total assets $ 340,710 Liabilities Operating lease liabilities – short term 152,407 Operating lease liabilities – long term $ 198,024 Total lease liability $ 350,431 Lease Terms and Discount Rate Weighted average remaining lease term (in years) – operating lease 2.63 Weighted average discount rate – operating lease 10.91 % Cash Flows Six Months Ended June 30, 2019 Cash paid for amounts included in the measurement of lease liabilities: ROU amortization $ 44,823 Cash paydowns of operating liability $ (42,601 ) Supplemental non-cash amounts of lease liabilities arising from obtaining ROU assets $ (390,109 ) Lease Liability $ 369,986 The future minimum lease payments under the leases are as follows: 2019 (nine months) $ 165,229 2020 156,916 2021 44,851 2022 39,535 2023 3,303 Total future minimum lease payments 409,834 Lease imputed interest 59,403 Total $ 350,431
Basic and Diluted Net Loss per Common Share	Basic loss per common share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding for each period. Diluted loss per share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding plus the dilutive effect of shares issuable through the common stock equivalents. The weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive. As of June 30, 2019, common stock equivalents are comprised of 13,176,750 warrants and 10,161,869 options.
Recent Accounting Pronouncements	The FASB issues ASUs to amend the authoritative literature in ASC. There have been several ASUs to date, that amend the original text of ASC. Management believes that those issued to date either (i) provide supplemental guidance, (ii) are technical corrections, (iii) are not applicable to us or (iv) are not expected to have a significant impact our financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	6 Months Ended
	Jun. 30, 2019
Accounting Policies [Abstract]
Disaggregation of revenue	Revenue Type Revenue for the three months ended June 30, 2019 Revenue for the three months ended June 30, 2018 Revenue for the six months ended June 30, 2019 Revenue for the six months ended June 30, 2018 Delivery Income $ 18,973 6,192 $ 34,343 13,160 Dispensary Cost Reimbursements (28,559 ) (30,391 ) (63,346 ) (31,164 ) Delivery Income, net (9,586 ) (24,199 ) (29,003 ) (18,004 ) Product Sales 62,607 - 62,607 - Commission Income 29 43 29 43 Other Revenue 12,774 - 12,774 - Total $ 65,824 (24,156 ) 46,407 (17,961 )
Lease cost	Six Months Ended June 30, 2019 Components of total lease costs: Operating lease expense $ 96,708 Total lease costs $ 96.708 Three Months Ended June 30, 2019 Components of total lease costs: Operating lease expense $ 52,648 Total lease costs $ 52,648
Lease positions	Lease Positions as of June 30, 2019 ROU lease assets and lease liabilities for our operating leases were recorded in the condensed consolidated balance sheet as follows: June 30, 2019 Assets Right of use asset – short term $ 154,041 Right of use asset – long term 186,669 Total assets $ 340,710 Liabilities Operating lease liabilities – short term 152,407 Operating lease liabilities – long term $ 198,024 Total lease liability $ 350,431 Lease Terms and Discount Rate Weighted average remaining lease term (in years) – operating lease 2.63 Weighted average discount rate – operating lease 10.91 % Cash Flows Six Months Ended June 30, 2019 Cash paid for amounts included in the measurement of lease liabilities: ROU amortization $ 44,823 Cash paydowns of operating liability $ (42,601 ) Supplemental non-cash amounts of lease liabilities arising from obtaining ROU assets $ (390,109 ) Lease Liability $ 369,986
Future minimum lease payments	2019 (nine months) $ 165,229 2020 156,916 2021 44,851 2022 39,535 2023 3,303 Total future minimum lease payments 409,834 Lease imputed interest 59,403 Total $ 350,431

MERGER AGREEMENT (Tables)

MERGER AGREEMENT (Tables)	6 Months Ended
	Jun. 30, 2019
Business Combinations [Abstract]
Pro-forma combined results of operations	Six Months Ended Six Months Ended June 30, 2019 June 30, 2018 Gross Revenue $ 1,651,200 1,008,191 Gross Profit $ 832,367 496,703 Net loss $ (2,582,625 ) (277,921 ) Net loss per share $ (0.06 ) (0.80 ) Weighted average number of shares outstanding 46,179,458 346,556
Purchase price allocation	Purchase Price Cash consideration $ 150,000 Future cash consideration 903,886 Stock consideration 500,000 Future stock consideration 1,194,092 Total purchase price $ 2,747,978 Allocation of purchase price Cash $ 123,088 Inventory 139,017 Fixed assets, net 18,353 ROU asset 125,541 Lease Liability (126,163 ) Accounts payable (546,690 ) Goodwill and intangible assets 3,014,832 Total allocation of purchase price $ 2,747,978

STOCKHOLDERS' DEFICIT (Tables)

STOCKHOLDERS' DEFICIT (Tables)	6 Months Ended
	Jun. 30, 2019
STOCKHOLDERS' EQUITY
Summary of warrant activity	Weighted Average Weighted Average Remaining Number Exercise Price Contractual Life Warrants Outstanding January 1, 2018 18,750 $ 0.50 2.85 Granted 9,112,500 0.19 3.83 Outstanding December 31, 2018 9,131,250 0.19 3.83 Granted 4,058,000 0.16 6.73 Forfeited (12,500 ) 0.50 1.84 Outstanding June 30, 2019 13,176,750 $ 0.18 4.38
Summary of stock option activity	Weighted Average Weighted Average Remaining Weighted Average Number Exercise Price Contractual Life Grant Date Fair Value Options Outstanding January 1, 2018 - $ - - $ - Granted 4,854,692 0.04 3.00 0.19 Outstanding December 31, 2018 4,854,692 0.04 3.00 0.19 Granted 5,610,022 0.22 6.74 0.28 Forfited (302,845 ) 0.04 2.67 0.04 Outstanding June 30, 2019 10,161,869 $ 0.14 4.84 $ 0.24
Summary of nonvested activity	Nonvested Shares Shares Nonvested at January 1, 2018 - Granted 4,854,692 Vested (1,213,673 ) Forfeited - Nonvested at December 31, 2018 3,641,019 Granted 5,610,022 Vested (1,803,627 ) Forfeited (302,845 ) Nonvested at June 30, 2019 7,144,569

ORGANIZATION AND NATURE OF BU_2

ORGANIZATION AND NATURE OF BUSINESS (Details Narrative)	6 Months Ended
	Jun. 30, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Date of incorporation	Jul. 22, 2013

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Revenues	$ 65,824	$ (24,156)	$ 46,407	$ (17,961)
Delivery Income
Revenues	18,973	6,192	34,343	13,160
Dispensary Cost Reimbursements
Revenues	(28,559)	(30,391)	(63,346)	(31,164)
Delivery Income, net
Revenues	(9,586)	(24,199)	(29,003)	(18,004)
Product Sales
Revenues	62,607	0	62,607	0
Commission Income
Revenues	29	43	29	43
Other Revenue
Revenues	$ 12,774	$ 0	$ 12,774	$ 0

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - USD ($)	3 Months Ended	6 Months Ended
	Jun. 30, 2019	Jun. 30, 2019
Accounting Policies [Abstract]
Operating lease expense	$ 52,648	$ 96,708
Total lease costs	$ 52,648	$ 96,708

SUMMARY OF SIGNIFICANT ACCOUN_6

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2) - USD ($)	6 Months Ended
	Jun. 30, 2019	Dec. 31, 2018
Assets
Right of use asset - short term	$ 154,041	$ 0
Right of use asset - long term	186,669	0
Total assets	340,710
Liabilities
Operating lease liabilities - short term	152,407	0
Operating lease liabilities - long term	198,024	$ 0
Total lease liability	$ 350,431
Lease Terms and Discount Rate
Weighted average remaining lease term (in years) - operating lease	2 years 7 months 17 days
Weighted average discount rate - operating lease	10.91%
Cash paid for amounts included in the measurement of lease liabilities:
ROU amortization	$ 44,823
Cash paydowns of operating liability	(42,601)
Supplemental non-cash amounts of lease liabilities arising from obtaining ROU assets	(390,109)
Supplemental non-cash amounts of lease liabilities arising from obtaining lease Liability	$ 369,986

SUMMARY OF SIGNIFICANT ACCOUN_7

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 3)	Jun. 30, 2019USD ($)
Accounting Policies [Abstract]
2019	$ 165,229
2020	156,916
2021	44,851
2022	39,535
2023	3,303
Total future minimum lease payments	409,834
Lease imputed interest	59,403
Total	$ 350,431

SUMMARY OF SIGNIFICANT ACCOUN_8

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018
Accounting Policies [Abstract]
Depreciation expense	$ 6,052	$ 1,742

MERGER AGREEMENT (Details)

MERGER AGREEMENT (Details) - USD ($)	6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018
Business Combinations [Abstract]
Gross Revenue	$ 1,651,200	$ 1,008,191
Gross Profit	832,367	496,703
Net loss	$ (2,582,625)	$ (277,921)
Net loss per share	$ (0.06)	$ (0.80)
Weighted average number of shares outstanding	46,179,458	346,556

MERGER AGREEMENT (Details 1)

MERGER AGREEMENT (Details 1) - USD ($)	6 Months Ended
	Jun. 30, 2019	Dec. 31, 2018
Total purchase price	$ 3,014,832	$ 0
Allocation of purchase price
Total allocation of purchase price	3,014,832	$ 0
Ganjarunner
Cash consideration	150,000
Future cash consideration	903,886
Stock consideration	500,000
Future stock consideration	1,194,092
Total purchase price	2,747,978
Allocation of purchase price
Cash	123,088
Inventory	139,017
Fixed assets, net	18,353
ROU asset	125,541
Lease Liability	(126,163)
Accounts payable	(546,690)
Goodwill and intangible assets	3,014,832
Total allocation of purchase price	$ 2,747,978

STOCKHOLDERS' DEFICIT (Details)

STOCKHOLDERS' DEFICIT (Details) - $ / shares	6 Months Ended	12 Months Ended
	Jun. 30, 2019	Dec. 31, 2018
STOCKHOLDERS' EQUITY
Beginning, warrants	9,131,250	18,750
Granted	4,058,000	9,112,500
Forfeited	(12,500)	0
Ending, warrants	13,176,750	9,131,250
Weighted average exercise price, beginning	$ 0.19	$ 0.50
Weighted average exercise price, granted	0.16	0.19
Weighted average exercise price, forfeited	0.50	0
Weighted average exercise price, ending	$ 0.18	$ 0.19
Weighted average remaining contractual life, beginning	3 years 9 months 29 days	2 years 10 months 6 days
Weighted average remaining contractual life, granted	6 years 8 months 23 days	3 years 9 months 29 days
Weighted average remaining contractual life, ending	4 years 4 months 17 days	3 years 9 months 29 days

STOCKHOLDERS' DEFICIT (Details

STOCKHOLDERS' DEFICIT (Details 1) - $ / shares	6 Months Ended	12 Months Ended
	Jun. 30, 2019	Dec. 31, 2018
STOCKHOLDERS' EQUITY
Options outstanding, beginning	4,854,692	0
Options granted	5,610,022	4,854,692
Options forfeited	(302,845)	0
Options outstanding, ending	10,161,869	4,854,692
Weighted average exercise price outstanding, beginning	$ 0.04	$ 0
Weighted average exercise price granted	0.22	0.04
Weighted average exercise price forfeited	0.04	0
Weighted average exercise price outstanding, ending	$ 0.14	$ 0.04
Weighted average remaining contractual life outstanding, beginning	3 years	0 years
Weighted average remaining contractual life granted	6 years 8 months 27 days	3 years
Weighted average remaining contractual life forfeited	2 years 8 months 1 day
Weighted average remaining contractual life outstanding, ending	4 years 10 months 2 days	3 years
Weighted average grant date fair value outstanding, beginning	$ 0.19	$ 0
Weighted average grant date fair value granted	0.28	0.19
Weighted average grant date fair value forfeited	0.04	0
Weighted average grant date fair value outstanding, ending	$ 0.24	$ 0.19

STOCKHOLDERS' DEFICIT (Detail_2

STOCKHOLDERS' DEFICIT (Details 2) - shares	6 Months Ended	12 Months Ended
	Jun. 30, 2019	Dec. 31, 2018
STOCKHOLDERS' EQUITY
Nonvested outstanding, beginning	3,641,019	0
Nonvested units granted	5,610,022	4,854,692
Nonvested vested/issued	(1,803,627)	(1,213,673)
Nonvested forfeited	(302,845)	0
Nonvested outstanding, ending	7,144,569	3,641,019