Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Feb. 16, 2021 | |
Document And Entity Information | ||
Entity Registrant Name | Healthy Extracts Inc. | |
Entity Central Index Key | 0001630176 | |
Document Type | 10-K/A | |
Document Period End Date | Dec. 31, 2020 | |
Amendment Flag | true | |
Amendment Description | This Amendment No. 1 to the Annual Report on Form 10-K/A amends the Annual Report on Form 10-K for the annual period ended December 31, 2020 of Healthy Extracts Inc. (“Healthy Extracts”), which was filed with the Securities and Exchange Commission on February 19, 2021. This Form 10-K/A is being filed to correct how we reflect the purchase of BergaMet and the UBN in our Consolidated Statement of Cash Flows in the financial statements contained in Item 8 herein. Except as described above, this Amendment No. 1 on Form 10-K/A is not intended to update or modify any other information presented in Healthy Extracts’ Annual Report on Form 10-K for the annual period ended December 31, 2020, as originally filed. This Amendment does not reflect events occurring after the Form 10-K’s original filing date of February 19, 2021. Accordingly, this Form 10-K/A should be read in conjunction with our other filings made with the SEC subsequent to the filing of our Annual Report on Form 10-K for the annual period ended December 31, 2020. For the convenience of the reader, we have included a complete version of the Amendment, which includes all unchanged portions of the original filing, within this report. | |
Current Fiscal Year End Date | --12-31 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | No | |
Entity Filer Category | Non-accelerated Filer | |
Entity Public Float | $ 7,090,074 | |
Entity Common Stock, Shares Outstanding | 308,887,410 | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2020 | |
Entity Shell Company | false | |
Entity Emerging Growth Company | true | |
Entity Small Business | true | |
Entity Ex Transition Period | false | |
Entity Interactive Data Current | Yes | |
Entity Incorporation, State or Country Code | NV | |
Entity File Number | 000-55572 | |
Document Annual Report | true |
CONSOLIDATED BALANCE SHEETS (Un
CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
CURRENT ASSETS | ||
Cash | $ 59,201 | $ 133,451 |
Accounts receivable | 13,274 | 26,473 |
Inventory | 2,417,683 | 3,081,158 |
Total current assets | 2,490,158 | 3,241,083 |
Fixed assets, net of accumulated depreciation of $45,944 and $36,895, respectively | 6,135 | 15,183 |
Patents/Trademarks | 425,877 | |
Goodwill | 193,260 | 193,260 |
Total other assets | 625,272 | 208,443 |
TOTAL ASSETS | 3,115,430 | 3,449,526 |
CURRENT LIABILITIES | ||
Accounts payable | 64,836 | 21,125 |
Accrued liabilities | 9,054 | 53,341 |
Notes payable | 79,667 | |
Notes payable - related party | 170,866 | 1,050,866 |
Convertible debt, net of discount of $0.00 and $0.00, respectively | 6,750 | 166,750 |
Convertible debt - related party, net of discount of $0.00 and $0.00, respectively | 1,341,876 | |
Accrued interest payable | 2,379 | 49,902 |
Accrued interest payable - related party | 518 | 491,221 |
Derivative liabilities | 7,202 | 1,060,388 |
Total current liabilities | 261,604 | 4,315,136 |
Total liabilities | 261,604 | 4,315,136 |
STOCKHOLDERS' EQUITY | ||
Preferred stock, $0.001 par value, 75,000,000 shares authorized, none and none shares issued and outstanding, respectively | ||
Common stock, $0.001 par value, 2,500,000,000 shares authorized, 308,887,410 and 121,610,085 shares issued and outstanding, respectively | 308,887 | 121,610 |
Additional paid-in capital | 15,501,436 | 9,392,903 |
Accumulated deficit | (12,956,498) | (10,380,123) |
Total stockholders' equity | 2,853,826 | (865,610) |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 3,115,430 | $ 3,449,526 |
CONSOLIDATED BALANCE SHEETS (_2
CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Fixed Assets, net of accumulated depreciation | $ 45,944 | $ 36,895 |
Preferred Stock, Par Value | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 75,000,000 | 75,000,000 |
Preferred Stock, Shares Issued | ||
Preferred Stock, Shares Outstanding | ||
Common Stock, Par Value | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 2,500,000,000 | 2,500,000,000 |
Common Stock, Shares Issued | 308,887,410 | 121,610,085 |
Common Stock, Shares Outstanding | 308,887,410 | 121,610,085 |
CONSOLIDATED STATEMENT OF OPERA
CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Consolidated Statement Of Operations | ||||
REVENUE | $ 135,902 | $ 176,762 | $ 1,276,559 | $ 748,377 |
Cost of goods sold | 29,459 | 5,672 | 465,010 | 99,536 |
Written off inventory | 1,382,364 | 424,958 | 1,389,991 | 424,958 |
COST OF REVENUE | 1,411,823 | 430,630 | 1,855,001 | 524,494 |
GROSS PROFIT | (1,275,921) | (253,868) | (578,442) | 223,883 |
OPERATING EXPENSES | ||||
General and administrative | 385,701 | 335,365 | 1,474,891 | 1,163,745 |
Impairment of Assets | 1,579,883 | |||
Total operating expenses | 385,701 | 335,365 | 3,054,774 | 1,163,745 |
OTHER INCOME | ||||
Interest expense, net of interest income | (655) | (30,531) | (72,882) | (87,482) |
Change in fair value of derivative | 3,077 | 581,888 | 1,053,186 | 1,607,083 |
Loss on extinguishment of debt | 46,836 | 53,038 | ||
SBA Loan Forgiveness | 29,700 | 29,700 | ||
Impairment of Assets | ||||
Total other income (expense) | 32,122 | 551,357 | 1,056,841 | 1,572,639 |
NET INCOME/(LOSS) | $ (1,629,500) | $ (37,876) | $ (2,576,375) | $ 632,776 |
Loss per share - basic and diluted | $ (0.01) | $ 0 | $ (0.01) | $ 0.01 |
Weighted average number of shares outstanding - basic and diluted | 237,300,091 | 110,612,376 | 237,300,091 | 110,612,376 |
CONSOLIDATED STATEMENT OF CASH
CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash Flows from Operating Activities: | ||
Net Income / (Loss) | $ (2,576,375) | $ 632,776 |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Deprecation and amortization | 9,048 | 8,527 |
Warrants issued for services | 7,000 | |
Non-cash compensation | 110,636 | |
Change in fair value on derivative liability | (1,053,186) | (1,652,931) |
Loss on extinguishment of debt | 46,836 | 53,038 |
Impairment of goodwill | 1,579,883 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 13,199 | (26,473) |
Inventory | 663,476 | (1,325,724) |
Accrued interest receivable | 4,762 | |
Accounts payable | 43,711 | (36,215) |
Accounts payable - related party | (15,000) | |
Accrued liabilities | (44,287) | 53,341 |
Accrued interest payable | (47,524) | (33,997) |
Accrued interest payable - related party | (490,703) | 489,471 |
Net Cash used in Operating Activities | 1,902,758 | (1,730,788) |
Cash Flows from Investing Activities: | ||
Purchase of fixed assets | (22,985) | |
Patent Trademarks | (115,740) | |
Purchse of note receivable | 79,295 | |
Net Cash used in Investing Activities | (115,740) | 56,310 |
Cash Flows from Financing Activities: | ||
Proceeds from issuance of common stock | 4,405,791 | |
Proceeds from issuance of convertible debt | (1,501,876) | 1,104,241 |
Payments for repayment of convertible debt | (349,330) | |
Proceds from issuance of noted payable | (79,667) | 16,667 |
Proceeds from issuance of noted payable - related party | (880,000) | 1,050,866 |
Payments for repayment of notes payable - related party | (15,000) | |
Net Cash provided by Financing Activities | 1,944,248 | 1,807,444 |
Increase in cash | (74,250) | 132,966 |
Cash at beginning of period | 133,451 | 485 |
Cash at end of period | $ 59,201 | $ 133,451 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT (Unaudited) - USD ($) | Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Beginning Balance at Dec. 31, 2018 | $ 1,333 | $ 6,455 | $ 7,440,895 | $ (11,012,899) | $ (3,564,216) |
Beginning Balance, Shares at Dec. 31, 2018 | 1,333,334 | 6,455,354 | |||
Cashless exercise of warrants | $ 996 | 1,921 | 2,917 | ||
Cashless exercise of warrants, Shares | 996,052 | ||||
Issuance of sharess acquisition | $ 97,410 | 1,850,784 | 1,948,194 | ||
Issuance of sharess acquisition, Shares | 97,409,678 | ||||
Issuance of common stock for preferred stock conversion | $ (1,333) | $ 15,593 | (14,260) | ||
Issuance of common stock for preferred stock conversion, Shares | (1,333,334) | 15,592,986 | |||
Issuance of common stock for debt conversion | $ 806 | 106,912 | 107,718 | ||
Issuance of common stock for debt conversion, Shares | 806,015 | ||||
Issuance of common stock for consulting fees | $ 350 | 6,650 | 7,000 | ||
Issuance of common stock for consulting fees, Shares | 350,000 | ||||
Net (loss) gain for the period | 632,776 | 632,776 | |||
Ending Balance at Dec. 31, 2019 | $ 121,610 | 9,392,903 | (10,380,123) | (865,610) | |
Ending Balance, Shares at Dec. 31, 2019 | 121,610,085 | ||||
Issuance of common stock for cash | $ 9,000 | 441,000 | 450,000 | ||
Issuance of common stock for cash, Shares | 9,000,000 | ||||
Issuance of sharess acquisition | $ 90,001 | 1,800,019 | 1,890,020 | ||
Issuance of sharess acquisition, Shares | 90,000,960 | ||||
Issuance of common stock for debt conversion | $ 88,277 | 3,867,514 | 3,955,791 | ||
Issuance of common stock for debt conversion, Shares | 88,276,365 | ||||
Net (loss) gain for the period | (2,576,375) | (2,576,375) | |||
Ending Balance at Dec. 31, 2020 | $ 308,887 | $ 15,501,436 | $ (12,956,498) | $ 2,853,826 | |
Ending Balance, Shares at Dec. 31, 2020 | 308,887,410 |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS Healthy Extracts Inc. (the “Company”) was incorporated in the State of Nevada on December 19, 2014. The Company has additionally acquired BergaMet NA, LLC and Ultimate Brian Nutrients, LLC which markets and sells heath supplemental products. On October 23, 2020, we changed our name from Grey Cloak Tech Inc. to Healthy Extracts Inc. to more accurately reflect our business. We are currently waiting for The Financial Industry Regulatory Authority (FINRA) to issue our Company a new ticker symbol before we file our 8-K for this change. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the instructions to Form 10-Q and Article 8 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of the Company’s management, the accompanying unaudited consolidated financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of December 31, 2020 and the results of operations and cash flows for the periods presented. The results of operations for the year ended December 31, 2020 are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited consolidated financial statements should be read in conjunction with the financial statements and related notes thereto included in the Company’s form 10-K for the year ended December 31, 2019 filed with the SEC on August 10, 2020. Use of Estimates The preparation of financial statements in conformity with 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 amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash Cash includes cash in banks, money market funds, and certificates of term deposits with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value. Accounts Receivables Accounts receivables are recorded at the invoice amount and do not bear interest. Inventory Inventories consist of health supplements held for sale in the ordinary course of business. The Company uses the weighted average cost method to value its inventories at the lower of cost or market. An allowance for inventory was established in 2018 and is evaluated each quarter to determine if all items are still sellable due to expiration dates. As of December 31, 2020 and 2019, the total of inventory which was written off as an inventory allowance was $1,892,008 and $748,972. Property and Equipment The Company’s property and equipment are recorded at cost and depreciated using the straight-line method over the useful lives of the assets, generally from three to seven years. Upon sale or disposal of property and equipment, the related asset cost and accumulated depreciation or amortization are removed from the respective accounts and any gain or loss is reflected in current operations. Indefinite-Lived Intangible Assets Indefinite-lived intangible assets established in connection with business combinations consist of patents, trademarks, and trade names. The impairment test for identifiable indefinite-lived intangible assets consists of a comparison of the estimated fair value of the intangible asset with its carrying value. If the carrying value exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. With the combination of Ultimate Brain Nutrients on April 3, 2020 the Company added a purchasing value of $315,604 in patents to its balance sheet. As of December 31, 2020, the Company believes that based upon qualitative factors, no impairment of indefinite-lived intangible assets is necessary. Goodwill In accordance with Goodwill and Other Intangible Assets, goodwill is defined as the excess of the purchase price over the fair value assigned to individual assets acquired and liabilities assumed and is tested for impairment at the reporting unit level on an annual basis in the Company's fourth fiscal quarter or more frequently if indicators of impairment exist. The performance of the test involves a two-step process. The first step of the impairment test involves comparing the fair value of the Company's reporting units with each respective reporting unit's carrying amount, including goodwill. The fair value of reporting units is generally determined using the income approach. If the carrying amount of a reporting unit exceeds the reporting unit's fair value, the second step of the goodwill impairment test is performed to determine the amount of any impairment loss. The second step of the goodwill impairment test involves comparing the implied fair value of the reporting unit's goodwill with the carrying amount of that goodwill. The Company sees the goodwill to have a ten-year useful life. No goodwill impairment indicators were present, for the goodwill listed on the books as of December 31, 2020, after working through our analysis of goodwill during the year ending December 31, 2020. The Company has determined that the method applied represents the fair value of the asset group principally because the valuation of the intangibles with the asset group is based on the anticipated cash flows related to the revenue stream from its customers. The asset group excludes goodwill, long term non-operational assets and liabilities and cash. As such, the principal value from the asset group relates to the cash inflows from its customers and the cash outflows required to service these customers. The fair value for the asset group consists of the following: Fair value of net revenues: computed using the income approach. The key input to these computations is the anticipated cash inflows from customers. These valuations include 100% of the cash inflows related to the customer base, and taking cash outflows into consideration. Fair value of working capital (including accounts receivable, inventory, accrued expenses, and accounts payables). Due to the short-term nature of the working capital, book value has been determined to be fair value. These accounts represent either avoided future outflows (inventory, prepaids) or future cash flows (accrued expense, AP and AR) related to customer sales. Fair value of five years of revenue (2020 to 2024): we discounted our cash flows to the anticipated cash projected to be received. We also projected the anticipated cash outflows required to service these customers. If the asset group was to be valued as a whole, we would expect an income approach based on the revenues being generated from the customers and expenses required to service those customers, appropriately adjusted for the working capital position. The sum of these values reasonably approximates this approach. The Company’s revenue streams align directly with the intangibles, which were recorded as a result of the BergaMet acquisition in fiscal 2019. For purposes of the Step 2 recoverability test under ASC 360 subsection 2.3., the net revenues from BergaMet customers base were used. The revenue stream fairly reflects anticipated future cash flows; accordingly, the intangibles associated with these revenue streams have been tested with the expected cash flows. Due to the purchase of Ultimate Brian Nutrients, LLC being a related party transaction and the new division recording no revenue as of June 30, 2020, the Company found the goodwill to be impaired. Due to the impairment the Company expensed the goodwill related to the purchase as of June 30, 2020. Revenue Recognition Beginning January 1, 2019, the Company implemented ASC 606, Revenue from Contracts with Customers. Although the new revenue standard is expected to have an immaterial impact, if any, on our ongoing net income, we did implement changes to our processes related to revenue recognition and the control activities within them. These included the development of new policies based on the five-step model provided in the new revenue standard, ongoing contract review requirements, and gathering of information provided for disclosures The Company recognizes revenue and cost of goods sold from product sales or services rendered when control of the promised goods are transferred to our clients in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods and services. Our recognizes revenue policy includes all sales channels which include the Company website channel or any other selling channel like Amazon, doctors' offices, and walk-in sales. To achieve this core principle, we apply the following five steps: identify the contract with the client, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to performance obligations in the contract and recognize revenues when or as the Company satisfies a performance obligation. The Company recognizes revenue and cost of goods sold from each sale upon shipment of the promised goods to the customers. Concentration There is no concentration of revenue for the year ended December 31, 2019 and the year ended December 31, 2020 because the revenue was earned from multiple customers. Income Taxes The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “Accounting for Income Taxes”. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities and for operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. For the period ending December 31, 2019 and December 31, 2020, the Company did not have any amounts recorded pertaining to uncertain tax positions. Fair Value Measurements The Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures”, which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements. The estimated fair value of certain financial instruments, including cash and cash equivalents are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1 — quoted prices in active markets for identical assets or liabilities Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable Level 3 — inputs that are unobservable (for example cash flow modeling inputs based on assumptions) The derivative liability in connection with the conversion feature of the convertible debt, classified as a Level 3 liability, is the only financial liability measure at fair value on a recurring basis. The change in Level 3 financial instrument is as follows: Balance, January 1, 2020 $ 1,060,388 Issued during the year ended December 31, 2020 1,668,799 Change in fair value recognized in operations (835,325 ) Converted during the year ended December 31, 2020 (1,886,660 ) Balance, December 31, 2020 $ 7,202 Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). ASU 2014-09 amends the guidance for revenue recognition to replace numerous, industry specific requirements and converges areas under this topic with those of the International Financial Reporting Standards. The ASU implements of five–step process for customer contract revenue recognition that focuses on transfer of control, as opposed to transfer of risk and rewards. The amendment also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenues and cash flows from contracts with customers. Other major provisions include the capitalization and amortization of certain contract cost, ensuring the time value of money is considered in the transaction price, and allowing estimates of variable consideration to be recognized before contingencies are resolved in certain circumstances. The amendments in this ASU are effective for reporting period beginning after December 15, 2016, and early adoption is prohibited. Entities can transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. The Company’s revenues are recognized when control of the promised goods or services is transferred to our clients (upon shipment of goods) in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods and services. To achieve this core principle, we apply the following five steps: (1) Identify the contract with a client; (2) Identify the performance obligations in the contract; (3) Determine the transaction price; (4) Allocate the transaction price to performance obligations in the contract; and (5) Recognize revenues when or as the Company satisfies a performance obligation. We adopted ASC 2014-09 on January 1, 2019. Although the new revenue standard is expected to have an immaterial impact, if any, on our ongoing net income, we did implement changes to our processes related to revenue recognition and the control activities with them. Convertible Instruments The Company evaluates and account for conversion options embedded in convertible instruments in accordance with ASC 815 “ Derivatives and Hedging Activities Applicable GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free-standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The Company accounts for convertible instruments (when it has been determined that the embedded conversion options should not be bifurcated from their host instruments) as follows: The Company records when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption. The Company accounts for the conversion of convertible debt when a conversion option has been bifurcated using the general extinguishment standards. The debt and equity linked derivatives are removed at their carrying amounts and the shares issued are measured at their then-current fair value, with any difference recorded as a gain or loss on extinguishment of the two separate accounting liabilities. During the year ended December 31, 2020, the Company did not have any conversions of convertible debt with a bifurcated conversion option. Common Stock Purchase Warrants The Company classifies as equity any contracts that require physical settlement or net-share settlement or provide a choice of net-cash settlement or settlement in the Company’s own shares (physical settlement or net-share settlement) provided that such contracts are indexed to our own stock as defined in ASC 815-40 ("Contracts in Entity's Own Equity"). The Company classifies as assets or liabilities any contracts that require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside our control) or give the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement). The Company assesses classification of common stock purchase warrants and other free-standing derivatives at each reporting date to determine whether a change in classification is required. Gain on Extinguishment of debt Note Satisfaction Agreements Prior to the Exchange, the Company entered into a Note Satisfaction Agreement with each of Auctus Fund, Crown Bridge Partners, LLC, Power Up Lending Group Ltd., GS Capital Partners LLC, Oakmore Opportunity Fund I LP, and Adar Bays, LLC. All of these entities were holders of the Company’s convertible debt, and these Note Satisfaction Agreements terminate their convertible notes unless the Company fails to perform its payment obligations. The Company agreed to pay these note holders an aggregate of $520,658 plus interest. The Company paid an aggregate of $353,908 on or before February 15, 2019. The balance owed and outstanding of $160,000 plus interest was agreed to be purchased by some third-party individuals. During the third quarter 2020, these third-party individuals decided to convert the outstanding notes into 2,400,000 shares of the Company’s common stock. Various other holders of Convertible Promissory Notes agreed to convert their notes for an aggregate of 806,015 shares of common stock prior to the Exchange. As a result of these transactions, no convertible promissory notes remain outstanding, except for those convertible notes subject to revival if the Company fails to make payments pursuant to the Note Satisfaction Agreements. |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Dec. 31, 2020 | |
Notes to Financial Statements | |
GOING CONCERN | NOTE 3 – GOING CONCERN The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has generated minimal revenues from operations. Since its inception, the Company has been engaged substantially in financing activities and developing its business plan and incurring startup costs and expenses. As a result, the Company incurred accumulated net losses from Inception (December 19, 2014) through the period ended December 31, 2020 of $12,956,498. Due to our negative cash flow, the Company has substantial doubt about the entity's ability to continue as a going concern within one year after the date that the financial statements are issued. In addition, the Company's development activities since inception have been financially sustained through equity financing. Management plans to keep seeking funding through debt and equity financing which are intended to mitigate the conditions that have raise substantial doubt about the entity's ability to continue as a going concern. |
RELATED PARTY
RELATED PARTY | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
RELATED PARTY | NOTE 4 – RELATED PARTY For the year ended December 31, 2020 and 2019, the Company had expenses totaling $66,000 and $31,000 respectively, to an officer and director for salaries, which is included in general and administrative expenses on the accompanying statement of operations As of December 31, 2020, there was a total of convertible debt of $0.00 and accrued interest payable of $0.00 due to an officer and director, employees, and shareholders. |
CONVERTIBLE DEBT - RELATED PART
CONVERTIBLE DEBT - RELATED PARTY | 12 Months Ended |
Dec. 31, 2020 | |
Convertible Debt - Related Party | |
CONVERTIBLE DEBT - RELATED PARTY | NOTE 5 – CONVERTIBLE DEBT – RELATED PARTY As of December 31, 2020, the Company converted the outstanding convertible debt which was due to a related party. |
NOTES PAYABLE
NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2020 | |
Notes to Financial Statements | |
NOTES PAYABLE | NOTE 6 – NOTES PAYABLE As of December 31, 2020, the Company had the following: Unsecured debt with shareholders of the Company, no due date, 0% interest, 866 Unsecured debt with shareholders of the Company, no due date, 8% interest, 170,000 TOTAL $ 170,866 As of December 31, 2020, the Company has an outstanding total of $517.78 in interest accrued for the above note. |
CONVERTIBLE DEBT
CONVERTIBLE DEBT | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE DEBT | NOTE 7 – CONVERTIBLE DEBT As of December 31, 2020, the Company had the following: Unsecured convertible debt, due 01/19/17, 8% interest, default interest at 18%, converts at a 54% discount to market price based on the lowest trading prices in the last 20 days trading price 6,750 SUBTOTAL 6,750 Less: Discount TOTAL $ 6,750 Below represent the Black-Scholes Option Pricing Model calculations for the above convertible note payables: Payee Number of options valued Value of Convertible Option Unsecured Convertible debt #1 271,684 $ 7,202 As of December 31, 2020, the Company has an outstanding total of $2,379 in accrued interest for the above convertible notes. The convertible promissory notes is in default but management has not been able to make contact with this party, due to them living out of the country. We have calculated the derivative liability as if it is in default (but the note’s default interest rate stays the same at 8%) and will still accrue appropriate interest until the note is fully satisfied or converted into the Company’s common stock. The Company has determined that the conversion feature embedded in the notes referred to above that contain a potential variable conversion amount constitutes a derivative which has been bifurcated from the note and recorded as a derivative liability, with a corresponding discount recorded to the associated debt. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2020 | |
Stockholders Equity | |
STOCKHOLDERS' EQUITY | NOTE 8 – STOCKHOLDERS’ EQUITY Authorized Stock The Company has authorized 75,000,000 common shares with a par value of $0.001 per share. Each common share entitles the holder to one vote on any matter on which action of the stockholders of the corporation is sought. During February 2017, the Company increased the authorized number of shares to 500,000,000. Also, the Company increased the authorized preferred stock to 75,000,000 shares and designated 25,000,000 shares of preferred stock to Series A Convertible Preferred Stock. During January 2018, the Company increased its authorized number of common shares to 1,000,000,000. During April 2018, the Company increased its authorized number of common shares to 2,500,000,000. The Board of Directors, in the future, has the authority to increase the authorized capital up to 4,000,000,000 shares based on shareholder approval. The shareholders of the Company approved a reverse stock split at a ratio of between 1-for-100 and 1-for 250. The Company received approval from FINRA for a reverse stock split of 1-for-250, which was effective as of July 23, 2018. On October 16, 2017, the Company filed an Amended and Restated Certificate of Designation of the Rights, Preferences, Privileges and Restrictions of the Series A Convertible Preferred Stock (the “Amended Certificate”) with the Secretary of State of the State of Nevada. The Amended Certificate reduces the number of preferred shares designated as Series A Preferred Stock from 25,000,000 shares to 1,333,334 shares. The Amended Certificate also changes the conversion and voting rights of the Series A Preferred Stock. The Series A Preferred Stock is now convertible into the number of shares of our common stock equal to 0.00006% of our outstanding common stock upon conversion. The voting rights of the Series A Preferred Stock are now equal to the number of shares of common stock into which the Series A Preferred Stock may convert. As of December 31, 2020, there are no outstanding shares of preferred stock. All the preferred stock was converted in common stock on February 4, 2019. See recent developments for details. Common Share Issuances During the year ended December 31, 2020, the Company issued 41,727,651 shares of common stock. On several dates in September 2020, the Company raised $295,000 in direct security purchase agreement which equal to 5,900,000 shares of the Company’s common stock. During the fourth quarter of 2020, the Company raised $155,000 in direct security purchase agreement which equal to 3,100,000 shares of the Company’s common stock. Warrant Issuances In December 2020, the Company issued 7,500,000 warrants to three individuals at $0.05 per share. These warrants will need to be exercised between the date of issue and three years thereafter. As of December 31, 2020, there were 7,512,000 warrants outstanding, of which 4,000 warrants are fully vested. Stock Issued for Services On January 28, 2019, the Company entered into a marketing and sales consulting agreement with an individual for a period of six months. The Company issued 350,000 shares of common stock as the compensation for this agreement. Share Conversion Agreements All of the holders of the Company’s Series A Convertible Preferred Stock (the “ Preferred Holders Omnibus Stock Grant and Option Plan On May 30, 2020, the Company proposed a stock options agreement in the amount of 10,550,000 shares with a strike price of $0.05 to sixteen individuals. This plan was approved by the Company by the end of the third quarter 2020. Purchase price under the plan is defined as: unless otherwise permitted by applicable law, the purchase price of Shares to be offered under the Plan shall not be less than eighty-five percent (85%) of the Fair Market Value of a Share on the date of grant (100% for 10% shareholders). |
ACQUISITIONS
ACQUISITIONS | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
ACQUISITIONS | NOTE 9 – ACQUISITIONS Acquisition of Ultimate Brain Nutrients, LLC On April 3, 2020, the Company entered into a Share Exchange Agreement by and among Grey Cloak Tech Inc., Ultimate Brain Nutrients, LLC, a Delaware limited liability company (“ UBN The assets acquired and liabilities assumed as part of our acquisition were recognized at their fair values as of the effective acquisition date, April 3, 2020. The following table summarizes the fair values assigned to the assets acquired and liabilities assumed. Cash $ (5,466 ) Current assets 315,604 Current liabilities 0 Net assets acquired $ 310,137 The purchase price method was used when calculating the fair market value of the UBN purchase. On April 3, 2020 the closing stock price for GRCK was $0.021. The total number of shares exchanged multiplied by the closing stock price equaled a purchase value of $1,890,020. The difference between the net assets acquired and the purchase value was recorded as $1,579,883 of goodwill for the purchase. Due to the goodwill impairment, the Company fully expensed the goodwill recorded in this transaction. The Company viewed UBN’s balance sheet as being fairly valued as of April 3, 2020 so no adjustment was needed under the purchase price method of valuation. Acquisition of BergaMet and the Share Exchange Agreement On February 4, 2019, the Company entered into a Share Exchange Agreement with BergaMet NA, LLC, a Delaware limited liability company (“ BergaMet Exchange The assets acquired and liabilities assumed as part of our acquisition were recognized at their fair values as of the effective acquisition date, February 4, 2019. The following table summarizes the fair values assigned to the assets acquired and liabilities assumed. Cash $ 437,826 Current assets 2,801,317 Current liabilities (1,484,210 ) Net assets acquired $ 1,754,934 The purchase price method was used when calculating the fair market value of the BergaMet purchase. On February 4, 2019 the closing stock price for GRCK was $0.02. The total number of shares exchanged multiplied by the closing stock price equaled a purchase value of $1,948,194. The difference between the net assets acquired and the purchase value was recorded as $193,260 of goodwill for the purchase. The Company viewed BergaMet’s balance sheet as being fairly valued as of February 4, 2019 so no adjustment was needed under the purchase price method of valuation. |
DISCONTINED OPERATIONS
DISCONTINED OPERATIONS | 12 Months Ended |
Dec. 31, 2020 | |
Notes to Financial Statements | |
DISCONTINED OPERATIONS | NOTE 10 – DISCOUNTINUED OPERATIONS Healthy Extracts On January 1, 2019, the Company decided to discontinue operating the Healthy Extracts division and did not operate in 2019. At the time of the closure, the Company incurred a loss for the year of $714 which eliminated all carrying values of assets and liabilities for the division. Eqova Life Science On June 1, 2019, the Company decided to discontinue operating the Eqova Life Science division which ceased all activities in May 2019. Due to the closure, the Company incurred a loss for the year of $92,609 which eliminated all carrying values of assets and liabilities for the division. |
BUSINESS SEGMENT INFORMATION
BUSINESS SEGMENT INFORMATION | 12 Months Ended |
Dec. 31, 2020 | |
Business Segment Information | |
BUSINESS SEGMENT INFORMATION | NOTE 11 – BUSINESS SEGMENT INFORMATION As of December 31, 2020, the Company operated in two reportable segments (Corporate and Health Supplements) supported by a corporate group which conducts activities that are non-segment specific. The following table presents selected financial information about the Company’s reportable segments for the year ended December 31, 2020. CONSOLIDATED HEALTH SUPPLEMENTS CORPORATE BergaMet UBN Revenue 1,276,559 1,276,559 Cost of Revenue 1,855,001 1,855,001 Long-lived Assets 619,137 201,298 417,839 Gain (Loss) Before Income Tax (2,576,375 ) (1,723,252 ) (151,551 ) (701,572 ) Identifiable Assets 2,417,683 2,417,683 Depreciation and Amortization 9,048 8,850 198 The following table presents selected financial information about the Company’s reportable segments for the three months ended December 3, 2020. CONSOLIDATED HEALTH SUPPLEMENTS CORPORATE BergaMet UBN Revenue 135,902 135,902 Cost of Revenue 1,411,823 1,411,823 Long-lived Assets 619,137 201,298 417,839 Gain (Loss) Before Income Tax (1,629,500 ) (1,516,381 ) (39,614 ) (73,505 ) Identifiable Assets 2,417,683 2,417,683 Depreciation and Amortization 2,213 2,213 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 12 – SUBSEQUENT EVENTS Stock Purchase Agreements During the beginning of January 2021, the Company received a total of $225,000 in exchange for 4,500,000 of common stock restricted shares through subscription agreements at $0.05 cents per share. Share for these stock purchase agreements were issued on January 27, 2021. COVID-19 On March 11, 2020, the World Health Organization declared the novel strain of coronavirus (COVID-19) a global pandemic and recommended containment and mitigation measures worldwide. The Company is monitoring this closely, and although operations have not been materially affected by the coronavirus outbreak to date, the ultimate severity of the outbreak is uncertain. Further the uncertain nature of its spread globally may impact our business operations resulting from quarantines of employees, customers, and third-party service providers. At this time, the Company is unable to estimate the impact of this event on its operations. The Company evaluated its December 31, 2020 financial statements for subsequent events through February 19, 2021, the date the financial statements were available to be issued. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the instructions to Form 10-Q and Article 8 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of the Company’s management, the accompanying unaudited consolidated financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of December 31, 2020 and the results of operations and cash flows for the periods presented. The results of operations for the year ended December 31, 2020 are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited consolidated financial statements should be read in conjunction with the financial statements and related notes thereto included in the Company’s form 10-K for the year ended December 31, 2019 filed with the SEC on August 10, 2020. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with 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 amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Cash | Cash Cash includes cash in banks, money market funds, and certificates of term deposits with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value. |
Accounts Receivable | Accounts Receivables Accounts receivables are recorded at the invoice amount and do not bear interest. |
Inventory | Inventory Inventories consist of health supplements held for sale in the ordinary course of business. The Company uses the weighted average cost method to value its inventories at the lower of cost or market. An allowance for inventory was established in 2018 and is evaluated each quarter to determine if all items are still sellable due to expiration dates. As of December 31, 2020 and 2019, the total of inventory which was written off as an inventory allowance was $1,892,008 and $748,972. |
Property and Equipment | Property and Equipment The Company’s property and equipment are recorded at cost and depreciated using the straight-line method over the useful lives of the assets, generally from three to seven years. Upon sale or disposal of property and equipment, the related asset cost and accumulated depreciation or amortization are removed from the respective accounts and any gain or loss is reflected in current operations. |
Indefinite-Lived Intangible Assets | Indefinite-Lived Intangible Assets Indefinite-lived intangible assets established in connection with business combinations consist of patents, trademarks, and trade names. The impairment test for identifiable indefinite-lived intangible assets consists of a comparison of the estimated fair value of the intangible asset with its carrying value. If the carrying value exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. With the combination of Ultimate Brain Nutrients on April 3, 2020 the Company added a purchasing value of $315,604 in patents to its balance sheet. As of December 31, 2020, the Company believes that based upon qualitative factors, no impairment of indefinite-lived intangible assets is necessary. |
Goodwill | Goodwill In accordance with Goodwill and Other Intangible Assets, goodwill is defined as the excess of the purchase price over the fair value assigned to individual assets acquired and liabilities assumed and is tested for impairment at the reporting unit level on an annual basis in the Company's fourth fiscal quarter or more frequently if indicators of impairment exist. The performance of the test involves a two-step process. The first step of the impairment test involves comparing the fair value of the Company's reporting units with each respective reporting unit's carrying amount, including goodwill. The fair value of reporting units is generally determined using the income approach. If the carrying amount of a reporting unit exceeds the reporting unit's fair value, the second step of the goodwill impairment test is performed to determine the amount of any impairment loss. The second step of the goodwill impairment test involves comparing the implied fair value of the reporting unit's goodwill with the carrying amount of that goodwill. The Company sees the goodwill to have a ten-year useful life. No goodwill impairment indicators were present, for the goodwill listed on the books as of December 31, 2020, after working through our analysis of goodwill during the year ending December 31, 2020. The Company has determined that the method applied represents the fair value of the asset group principally because the valuation of the intangibles with the asset group is based on the anticipated cash flows related to the revenue stream from its customers. The asset group excludes goodwill, long term non-operational assets and liabilities and cash. As such, the principal value from the asset group relates to the cash inflows from its customers and the cash outflows required to service these customers. The fair value for the asset group consists of the following: Fair value of net revenues: computed using the income approach. The key input to these computations is the anticipated cash inflows from customers. These valuations include 100% of the cash inflows related to the customer base, and taking cash outflows into consideration. Fair value of working capital (including accounts receivable, inventory, accrued expenses, and accounts payables). Due to the short-term nature of the working capital, book value has been determined to be fair value. These accounts represent either avoided future outflows (inventory, prepaids) or future cash flows (accrued expense, AP and AR) related to customer sales. Fair value of five years of revenue (2020 to 2024): we discounted our cash flows to the anticipated cash projected to be received. We also projected the anticipated cash outflows required to service these customers. If the asset group was to be valued as a whole, we would expect an income approach based on the revenues being generated from the customers and expenses required to service those customers, appropriately adjusted for the working capital position. The sum of these values reasonably approximates this approach. The Company’s revenue streams align directly with the intangibles, which were recorded as a result of the BergaMet acquisition in fiscal 2019. For purposes of the Step 2 recoverability test under ASC 360 subsection 2.3., the net revenues from BergaMet customers base were used. The revenue stream fairly reflects anticipated future cash flows; accordingly, the intangibles associated with these revenue streams have been tested with the expected cash flows. Due to the purchase of Ultimate Brian Nutrients, LLC being a related party transaction and the new division recording no revenue as of June 30, 2020, the Company found the goodwill to be impaired. Due to the impairment the Company expensed the goodwill related to the purchase as of June 30, 2020. |
Revenue Recognition | Revenue Recognition Beginning January 1, 2019, the Company implemented ASC 606, Revenue from Contracts with Customers. Although the new revenue standard is expected to have an immaterial impact, if any, on our ongoing net income, we did implement changes to our processes related to revenue recognition and the control activities within them. These included the development of new policies based on the five-step model provided in the new revenue standard, ongoing contract review requirements, and gathering of information provided for disclosures The Company recognizes revenue and cost of goods sold from product sales or services rendered when control of the promised goods are transferred to our clients in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods and services. Our recognizes revenue policy includes all sales channels which include the Company website channel or any other selling channel like Amazon, doctors' offices, and walk-in sales. To achieve this core principle, we apply the following five steps: identify the contract with the client, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to performance obligations in the contract and recognize revenues when or as the Company satisfies a performance obligation. The Company recognizes revenue and cost of goods sold from each sale upon shipment of the promised goods to the customers. |
Concentration | Concentration There is no concentration of revenue for the year ended December 31, 2019 and the year ended December 31, 2020 because the revenue was earned from multiple customers. |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “Accounting for Income Taxes”. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities and for operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. For the period ending December 31, 2019 and December 31, 2020, the Company did not have any amounts recorded pertaining to uncertain tax positions. |
Fair Value Measurements | Fair Value Measurements The Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures”, which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements. The estimated fair value of certain financial instruments, including cash and cash equivalents are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1 — quoted prices in active markets for identical assets or liabilities Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable Level 3 — inputs that are unobservable (for example cash flow modeling inputs based on assumptions) The derivative liability in connection with the conversion feature of the convertible debt, classified as a Level 3 liability, is the only financial liability measure at fair value on a recurring basis. The change in Level 3 financial instrument is as follows: Balance, January 1, 2020 $ 1,060,388 Issued during the year ended December 31, 2020 1,668,799 Change in fair value recognized in operations (835,325 ) Converted during the year ended December 31, 2020 (1,886,660 ) Balance, December 31, 2020 $ 7,202 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). ASU 2014-09 amends the guidance for revenue recognition to replace numerous, industry specific requirements and converges areas under this topic with those of the International Financial Reporting Standards. The ASU implements of five–step process for customer contract revenue recognition that focuses on transfer of control, as opposed to transfer of risk and rewards. The amendment also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenues and cash flows from contracts with customers. Other major provisions include the capitalization and amortization of certain contract cost, ensuring the time value of money is considered in the transaction price, and allowing estimates of variable consideration to be recognized before contingencies are resolved in certain circumstances. The amendments in this ASU are effective for reporting period beginning after December 15, 2016, and early adoption is prohibited. Entities can transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. The Company’s revenues are recognized when control of the promised goods or services is transferred to our clients (upon shipment of goods) in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods and services. To achieve this core principle, we apply the following five steps: (1) Identify the contract with a client; (2) Identify the performance obligations in the contract; (3) Determine the transaction price; (4) Allocate the transaction price to performance obligations in the contract; and (5) Recognize revenues when or as the Company satisfies a performance obligation. We adopted ASC 2014-09 on January 1, 2019. Although the new revenue standard is expected to have an immaterial impact, if any, on our ongoing net income, we did implement changes to our processes related to revenue recognition and the control activities with them. |
Convertible Instruments | Convertible Instruments The Company evaluates and account for conversion options embedded in convertible instruments in accordance with ASC 815 “ Derivatives and Hedging Activities Applicable GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free-standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The Company accounts for convertible instruments (when it has been determined that the embedded conversion options should not be bifurcated from their host instruments) as follows: The Company records when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption. The Company accounts for the conversion of convertible debt when a conversion option has been bifurcated using the general extinguishment standards. The debt and equity linked derivatives are removed at their carrying amounts and the shares issued are measured at their then-current fair value, with any difference recorded as a gain or loss on extinguishment of the two separate accounting liabilities. During the year ended December 31, 2020, the Company did not have any conversions of convertible debt with a bifurcated conversion option. |
Common Stock Purchase Warrants | Common Stock Purchase Warrants The Company classifies as equity any contracts that require physical settlement or net-share settlement or provide a choice of net-cash settlement or settlement in the Company’s own shares (physical settlement or net-share settlement) provided that such contracts are indexed to our own stock as defined in ASC 815-40 ("Contracts in Entity's Own Equity"). The Company classifies as assets or liabilities any contracts that require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside our control) or give the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement). The Company assesses classification of common stock purchase warrants and other free-standing derivatives at each reporting date to determine whether a change in classification is required. |
Gain on Extinguishment of debt | Gain on Extinguishment of debt Note Satisfaction Agreements Prior to the Exchange, the Company entered into a Note Satisfaction Agreement with each of Auctus Fund, Crown Bridge Partners, LLC, Power Up Lending Group Ltd., GS Capital Partners LLC, Oakmore Opportunity Fund I LP, and Adar Bays, LLC. All of these entities were holders of the Company’s convertible debt, and these Note Satisfaction Agreements terminate their convertible notes unless the Company fails to perform its payment obligations. The Company agreed to pay these note holders an aggregate of $520,658 plus interest. The Company paid an aggregate of $353,908 on or before February 15, 2019. The balance owed and outstanding of $160,000 plus interest was agreed to be purchased by some third-party individuals. During the third quarter 2020, these third-party individuals decided to convert the outstanding notes into 2,400,000 shares of the Company’s common stock. Various other holders of Convertible Promissory Notes agreed to convert their notes for an aggregate of 806,015 shares of common stock prior to the Exchange. As a result of these transactions, no convertible promissory notes remain outstanding, except for those convertible notes subject to revival if the Company fails to make payments pursuant to the Note Satisfaction Agreements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Fair Value of Financial Liability on Recurring Basis | The change in Level 3 financial instrument is as follows: Balance, January 1, 2020 $ 1,060,388 Issued during the year ended December 31, 2020 1,668,799 Change in fair value recognized in operations (835,325 ) Converted during the year ended December 31, 2020 (1,886,660 ) Balance, December 31, 2020 $ 7,202 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Notes Payable | |
Schedule of Notes Payable | As of December 31, 2020, the Company had the following: Unsecured debt with shareholders of the Company, no due date, 0% interest, 866 Unsecured debt with shareholders of the Company, no due date, 8% interest, 170,000 TOTAL $ 170,866 |
CONVERTIBLE DEBT (Tables)
CONVERTIBLE DEBT (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Convertible Debt | |
Schedule of Convertible Debt | As of December 31, 2020, the Company had the following: Unsecured convertible debt, due 01/19/17, 8% interest, default interest at 18%, converts at a 54% discount to market price based on the lowest trading prices in the last 20 days trading price 6,750 SUBTOTAL 6,750 Less: Discount TOTAL $ 6,750 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Ultimate Brain Nutrients, LLC [Member] | |
Schedule of fair value of Assets Acquired and Fair value Assumed | The following table summarizes the fair values assigned to the assets acquired and liabilities assumed. Cash $ (5,466 ) Current assets 315,604 Current liabilities 0 Net assets acquired $ 310,137 |
BergaMet [Member] | |
Schedule of fair value of Assets Acquired and Fair value Assumed | The following table summarizes the fair values assigned to the assets acquired and liabilities assumed. Cash $ 437,826 Current assets 2,801,317 Current liabilities (1,484,210 ) Net assets acquired $ 1,754,934 |
BUSINESS SEGMENT INFORMATION (T
BUSINESS SEGMENT INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Business Segment Informationition Tables Abstract | |
Schedule of Reportable segments | As of December 31, 2020, the Company operated in two reportable segments (Corporate and Health Supplements) supported by a corporate group which conducts activities that are non-segment specific. The following table presents selected financial information about the Company’s reportable segments for the year ended December 31, 2020. CONSOLIDATED HEALTH SUPPLEMENTS CORPORATE BergaMet UBN Revenue 1,276,559 1,276,559 Cost of Revenue 1,855,001 1,855,001 Long-lived Assets 619,137 201,298 417,839 Gain (Loss) Before Income Tax (2,576,375 ) (1,723,252 ) (151,551 ) (701,572 ) Identifiable Assets 2,417,683 2,417,683 Depreciation and Amortization 9,048 8,850 198 The following table presents selected financial information about the Company’s reportable segments for the three months ended December 3, 2020. CONSOLIDATED HEALTH SUPPLEMENTS CORPORATE BergaMet UBN Revenue 135,902 135,902 Cost of Revenue 1,411,823 1,411,823 Long-lived Assets 619,137 201,298 417,839 Gain (Loss) Before Income Tax (1,629,500 ) (1,516,381 ) (39,614 ) (73,505 ) Identifiable Assets 2,417,683 2,417,683 Depreciation and Amortization 2,213 2,213 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Beginning Balance | $ 1,060,388 |
Ending Balance | 7,202 |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | Liability [Member] | |
Beginning Balance | 1,060,388 |
Issued During the Period | 1,668,799 |
Change in fair value recognized in operations | (835,325) |
Converted During the Period | (1,886,660) |
Ending Balance | $ 10,279 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Summary Of Significant Accounting Policies | ||||
Inventory Allowance Written Down | $ 1,382,364 | $ 424,958 | $ 1,389,991 | $ 424,958 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Notes to Financial Statements | ||
Accumulated Net Loss | $ 12,956,498 | $ 10,380,123 |
RELATED PARTY (Details Narrativ
RELATED PARTY (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Officer and Director [Member] | ||
General and administrative - Salaries | $ 66,000 | $ 31,000 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Notes Payable | $ 170,866 | $ 1,050,866 |
Unsecured debt with shareholders of the Company, No due date [Member] | ||
Notes Payable | $ 866 | |
Interest rate | 0.00% | |
Unsecured debt with shareholders of the Company, No due date [Member] | ||
Notes Payable | $ 170,000 | |
Interest rate | 8.00% |
CONVERTIBLE DEBT (Details Narra
CONVERTIBLE DEBT (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Convertible promissory note | $ 6,750 | |
Convertible promissory note, discount | ||
TOTAL | 6,750 | $ 166,750 |
Unsecured convertible debt, due 01/19/17 [Member] | ||
Convertible promissory note | $ 6,750 | |
Interest rate | 8.00% | |
Due date of Loan | Jan. 19, 2017 | |
Debt Instrument, Interest Rate, Increase (Decrease) | 18.00% |
ACQUISITIONS (Details)
ACQUISITIONS (Details) - USD ($) | Apr. 03, 2020 | Feb. 04, 2019 |
Ultimate Brain Nutrients, LLC [Member] | ||
Cash | $ (5,466) | |
Current assets | 315,604 | |
Current liabilities | 0 | |
Net assets acquired | $ 310,137 | |
BergaMet [Member] | ||
Cash | $ 437,826 | |
Current assets | 2,801,317 | |
Current liabilities | (1,484,210) | |
Net assets acquired | $ 1,754,934 |
ACQUISITIONS (Details Narrative
ACQUISITIONS (Details Narrative) - shares | Dec. 31, 2020 | Apr. 03, 2020 | Dec. 31, 2019 | Feb. 04, 2019 |
Preferred Shares Issued, Shares | ||||
Ultimate Brain Nutrients, LLC [Member] | ||||
Preferred Shares Issued, Shares | 90,000,960 | |||
BergaMet [Member] | ||||
Preferred Shares Issued, Shares | 97,409,678 |
DISCONTINUED OPERATIONS (Detail
DISCONTINUED OPERATIONS (Details Narrative) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Healthy Extracts | |
Net Loss for the Year | $ 714 |
Eqova Life Science | |
Net Loss for the Year | $ 92,609 |
BUSINESS SEGMENT INFORMATION (D
BUSINESS SEGMENT INFORMATION (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue | $ 135,902 | $ 176,762 | $ 135,902 | $ 1,276,559 | $ 748,377 |
Cost of Revenue | 1,411,823 | $ 430,630 | 1,411,823 | 1,855,001 | 524,494 |
Loss Before Income Tax | (1,629,500) | (2,576,375) | |||
Identifiable Assets | 2,417,683 | 2,417,683 | |||
Depreciation and Amortization | 2,213 | 9,048 | $ 8,527 | ||
Health Supplements [Member] | BergaMet [Member] | |||||
Revenue | 135,902 | 1,276,559 | |||
Cost of Revenue | 1,411,823 | 1,855,001 | |||
Long-lived Assets | 201,298 | 201,298 | 201,298 | ||
Loss Before Income Tax | (1,516,381) | (1,723,252) | |||
Identifiable Assets | 2,417,683 | 2,417,683 | |||
Depreciation and Amortization | 2,213 | 8,850 | |||
Health Supplements [Member] | Ultimate Brain Nutrients, LLC [Member] | |||||
Revenue | |||||
Cost of Revenue | |||||
Long-lived Assets | 417,839 | 417,839 | 417,839 | ||
Loss Before Income Tax | (39,614) | (151,551) | |||
Identifiable Assets | |||||
Depreciation and Amortization | |||||
Corporate Segment [Member] | |||||
Revenue | |||||
Cost of Revenue | |||||
Long-lived Assets | $ 619,137 | 619,137 | 619,137 | ||
Loss Before Income Tax | (73,505) | (701,572) | |||
Identifiable Assets | |||||
Depreciation and Amortization | $ 198 |