Vitalibis (VCBD) 10-Q 10 May 19 2019 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2019	May 09, 2019
Document And Entity Information
Entity Registrant Name	Vitalibis, Inc.
Entity Central Index Key	0001636509
Document Type	10-Q
Document Period End Date	Mar. 31, 2019
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		30,781,400
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2019
Entity Small Business	true
Entity Emerging Growth	true
Entity Extended Transition Period	false

Balance Sheets (Unaudited)

Balance Sheets (Unaudited) - USD ($)	Mar. 31, 2019	Dec. 31, 2018
Current assets:
Cash	$ 60,679	$ 171,979
Accounts receivable, net	90	0
Prepaid expenses	59,374	60,608
Inventory	154,117	188,717
Total current assets	274,260	421,304
Long term assets
Website development, net	134,422	149,103
Total assets	408,682	570,407
Current liabilities:
Accounts payable and accrued liabilities	44,147	63,841
Deferred Revenue	0	105,159
Unsecured notes payable	3,937	11,389
Convertible notes payable, net	187,688	0
Total current liabilities	235,772	180,389
Total liabilities	235,772	180,389
COMMITMENTS AND CONTINGENCIES
Stockholders' equity:
Preferred stock; $.001 par value, 5,000,000 shares authorized, none issued and outstanding	0	0
Common stock; $.001 par value, 112,500,000 shares authorized, 30,496,400 shares issued and outstanding and 29,638,900 shares issued outstanding as of March 31, 2019 and 2018, respectively	30,496	29,639
Additional paid-in capital	5,144,437	2,913,903
Accumulated deficit	(5,002,023)	(2,553,524)
Total stockholders' equity	172,910	390,018
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$ 408,682	$ 570,407

Balance Sheets (Unaudited) (Par

Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Mar. 31, 2019	Dec. 31, 2018
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.001	$ .001
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.001	$ .001
Common stock, shares authorized	112,500,000	45,000,000
Common stock, shares issued	30,496,400	29,638,900
Common stock, shares outstanding	30,496,400	29,638,900

Statements of Operations (Unaud

Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Income Statement [Abstract]
Revenue	$ 139,585	$ 0
Cost of Goods Sold	(88,497)	0
Gross profit	51,088	0
Operating expenses:
Selling, general and administrative expenses	2,448,406	726,968
Professional Fees	47,841	18,909
Loss from operations	(2,445,159)	(745,877)
Interest expense	(3,340)	0
Loss before provision for income taxes	(2,448,499)	(745,877)
Provision for income taxes	0	0
Net loss	$ (2,448,499)	$ (745,877)
Net loss per common share - basic and diluted	$ (0.08)	$ (0.03)
Weighted average common shares outstanding - basic and diluted	30,165,622	27,314,589

Statements of Change in Shareho

Statements of Change in Shareholders' Equity (Deficit) - USD ($)	Common Stock	Additional Paid-In Capital	Retained Earnings / Accumulated Deficit	Total
Beginning balance, shares at Dec. 31, 2017	27,010,000
Beginning balance, value at Dec. 31, 2017	$ 27,010	$ 291,725	$ (324,904)	$ (6,169)
Shares issued for cash, shares	301,000
Shares issued for cash, value	$ 301	300,699		301,000
Shares and warrants issued for services, shares	600,000
Shares and warrants issued for services, value	$ 600	712,394		712,994
Deemed distribution, shares	200,000
Deemed distribution, value	$ 200	(200)
Contribution from shareholders		200		200
Net loss			(745,877)	(745,877)
Ending balance, shares at Mar. 31, 2018	28,111,000
Ending balance, value at Mar. 31, 2018	$ 28,111	1,304,818	(1,070,781)	262,148
Beginning balance, shares at Dec. 31, 2017	27,010,000
Beginning balance, value at Dec. 31, 2017	$ 27,010	291,725	(324,904)	(6,169)
Ending balance, shares at Dec. 31, 2018	29,638,900
Ending balance, value at Dec. 31, 2018	$ 29,639	2,913,903	(2,553,524)	390,018
Shares and warrants issued for services, shares	857,500
Shares and warrants issued for services, value	$ 857	2,230,534		2,231,391
Net loss			(2,448,499)	(2,448,499)
Ending balance, shares at Mar. 31, 2019	30,496,400
Ending balance, value at Mar. 31, 2019	$ 30,496	$ 5,144,437	$ (5,002,023)	$ 172,910

Statements of Cash Flows (Unaud

Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Cash flow from operating activities:
Net loss	$ (2,448,499)	$ (745,877)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization expense	14,681	0
Amortization of debt discount	5,688	0
Stock based compensation	2,231,391	712,994
Changes in operating assets and liabilities:
Accounts receivable	(90)	0
Prepaid expenses	1,234	0
Inventory	34,600	0
Deferred Revenue	(105,159)	0
Accounts payable and accrued liabilities	(19,694)	15,296
Net cash used in operating activities	(285,848)	(17,587)
Cash flow from investing activities:
Purchase of assets	0	0
Net cash used by investing activities	0	0
Cash flow from financing activities:
Contribution of cash by officer	0	200
Proceeds from convertible debt issuance	188,000	0
Payment of deferred financing costs	(6,000)	0
Repayments on unsecured notes payable	(7,452)	0
Proceeds from equity issuance	0	301,000
Net cash provided by financing activities	174,548	301,200
NET CHANGE IN CASH	(111,300)	283,613
CASH AT BEGINNING OF PERIOD	171,979	0
CASH AT END OF PERIOD	60,679	283,613
Supplemental disclosure of cash flow information:
Cash paid for interest	184	0
Cash paid for income taxes	0	0
Non-cash transactions
Common stock issued to officer for VOTOCAST license	0	200
Discount on convertible notes payable	$ 21,000	$ 0

1. Organization and Going Conce

1. Organization and Going Concern	3 Months Ended
	Mar. 31, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Going Concern	NOTE 1 – ORGANIZATION AND GOING CONCERN Vitalibis, Inc. (the “Company”) was formed on April 11, 2014 as a Nevada corporation, under the name of Crowd 4 Seeds, Inc. We plan to focus on the development, sale and distribution of hemp oil-based products that contain naturally occurring cannabinoids, including cannabidiol ("CBD") and other products containing CBD-rich hemp oil (“Legal Hemp”). We leverage our proprietary technology platform to maximize our innovative micro-influencer sales model, which fosters engaged customer connections. On January 18, 2018, our Board of Directors approved an agreement and plan of merger to merge with and into our wholly-owned subsidiary, Vitalibis, Inc., a Nevada corporation, and our name changed from Sheng Ying Entertainment Corp. to Vitalibis, Inc. Vitalibis, Inc. was formed solely to effect the change of name and conducted no operations. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has suffered recurring losses and generated negative cash flows from operations since inception. Due to these conditions, it raised substantial doubt about its ability to continue as a going concern. Management intends to finance operating costs over the next twelve months with existing cash on hand, loans, loans from directors and, or, the sale of common stock. The financial statements do not include any adjustments that may result should the Company be unable to continue as a going concern.

2. Summary of Significant Accou

2. Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2019
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The significant accounting policies followed in the preparation of the financial statements are as follows: Basis of Presentation The unaudited interim 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 10 of Regulation S-X of the United States Securities and Exchange Commission. 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 financial statements contain all the adjustments necessary (consisting only of normal recurring adjustments) to present the financial position of the Company as of March 31, 2019 and the results of operations and cash flows for the periods presented. The results of operations for the three months ended March 31, 2019 are not necessarily indicative of the operating results for the full fiscal year. These financial statements should be read in conjunction with the financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent year ended December 31, 2018 have been omitted. Inventories Inventory is manufactured at third party facilities. Inventories are stated at the lower of cost or net realizable value, using the first-in, first-out method. The Company reviews its inventory for obsolescence and any inventory identified as obsolete is reserved or written off. The Company’s determination of obsolescence is based on assumptions about the demand for its products, product expiration dates, estimated future sales, and management’s future plans. As of March 31, 2019 and December 31, 2018, inventory consists of the following components: March 31, 2019 December 31, 2018 Raw materials and supplies $ 9,108 $ 1,836 Finished products 145,009 186,881 Total inventory $ 154,117 $ 188,717 The Company recognized a prepaid expense of $21,917 and $30,431 related to purchases of inventory that had not yet transferred into the control of the Company as of March 31, 2019 and December 31, 2018, respectively. Revenue Recognition The Company recognizes revenue in accordance with ASC Topic 606, Revenue From Contracts With Customers, which was adopted on January 1, 2018 using the modified retrospective method, with no impact to the Company’s comparative financial statements. Revenues are recognized when control of the promised goods or services is transferred to the customer in an amount that reflects the consideration the Company expects to be entitled to in exchange for transferring those goods or services. Revenue is recognized based on the following five step model: • Identification of the contract with a customer • Identification of the performance obligations in the contract • Determination of the transaction price • Allocation of the transaction price to the performance obligations in the contract • Recognition of revenue when, or as, the Company satisfies a performance obligation All of the Company’s revenue is currently generated from the sales of similar products. As such no further disaggregation of revenue information is provided. During the three months ended March 31, 2019, approximately $105,159, or 75%, of the Company’s sales were to a single customer. Performance Obligations Product sales are recognized all of the following criteria are satisfied: (i) a contract with an end user exists which has commercial substance; (ii) it is probable the Company will collect the amount charged to the end user; and (iii) the Company has completed its performance obligation whereby the end user has obtained control of the product. A contract with commercial substance exists once the Company receives and accepts a purchase order or once it enters into a contract with an end user. If collectibility is not probable, the sale is deferred and not recognized until collection is probable or payment is received. Control of products typically transfers when title and risk of ownership of the product has transferred to the customer. Payment is received before shipment of the product. Net revenues comprise gross revenues less customer discounts and allowances, actual and expected returns. Shipping charges billed to customers are included in net sales. Various taxes on the sale of products and enrollment packages to customers are collected by the Company as an agent and remitted to the respective taxing authority. These taxes are presented on a net basis and recorded as a liability until remitted to the respective taxing authority. The Company allows for customers to return unopened products within 45 days. During the three months ended March 31, 2019, there were a trivial amount of refunds processed for returned product. Contract Costs Costs incurred to obtain a customer contract are not material to the Company. The Company elected to apply the practical expedient to not capitalize contract costs to obtain contracts with a duration of one year or less, which are expensed and included within cost of goods and services. Contract Liabilities Cost of Sales Cost of sales includes all of the costs to purchase and assemble the Company’s products. Products are manufactured for the Company by third-party contractors, such costs represent the amounts invoiced by the contractors. Additionally, shipping costs are included in Cost of Sales in the Statements of Operations. Selling, General and Administrative Expenses Selling, general and administrative expenses include advertising and promotional costs and research and development costs. Also included in Selling, general and administrative expenses are stock-based compensation, certain warehousing fees, non-manufacturing overhead, personnel and related expenses, rent on operating leases, and professional fees. Advertising and promotional costs are expensed as incurred and totaled $3,848 and $8,000 in the three months ended March 31, 2019 and 2018, respectively. Research and development costs are expensed as incurred. There were no research and development costs during the three months ended March 31, 2019 and 2018. Website Development Cost The Company capitalizes certain development costs associated with internal use software incurred during the application development stage. The Company expenses costs associated with preliminary project phase activities, training, maintenance and any post-implementation period costs as incurred. Capitalization of qualifying application development cost begins when management authorized and commits to funding the project and it is probable that the project will be completed for the function intended. Capitalized internal use software costs are normally amortized over estimated useful lives ranging from 2 to 5 years once the related project has been completed and deployed for customer use. At time the software is considered to have be an indefinite lived asset in which case it is evaluated for impairment at least annually. During the year ending December 31, 2018, the Company capitalized $176,177 related to software under the criteria discussed in this paragraph. These costs are related to the development of our website and customer portal. The Company amortizes capitalized costs over an estimated useful life of three years. Amortization expense for the three months ended March 31, 2019 was $14,681. There were no such costs related to the software during the three months ended March 31, 2018. Reclassifications Certain prior period amounts have been reclassified to conform to the current period presentation. These reclassifications had no impact on net earnings and financial position. Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). Under ASU 2016-02, an entity will be required to recognize right-of-use assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. ASU 2016-02 offers specific accounting guidance for a lessee, a lessor and sale and leaseback transactions. Lessees and lessors are required to disclose qualitative and quantitative information about leasing arrangements to enable a user of the financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. For public companies, ASU 2016-02 is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, and requires a modified retrospective adoption, with early adoption permitted. The Company adopted this standard on January 1, 2019 using the modified retrospective method, and adopted the package of practical expedients that allows it to (i) not reassess whether an arrangement contains a lease, (ii) carry forward its lease classification as operating or capital leases and (iii) not reassess its previously recorded initial direct costs.. The Company made an accounting policy election to treat leases with a minimum term of 12 months or less as short-term leases. The adoption of ASC 842 had no impact to the Company’s consolidated financial statements, due to the Company’s current rental agreements for office space having minimum terms of less than 12 months. The Company currently has no right of use assets or liabilities recognized on its balance sheet related to lease agreements. The Company does not believe that any other recently issued effective pronouncements, or pronouncements issued but not yet effective, if adopted, would have a material effect on the accompanying financial statements.

3. Unsecured Note Payable

3. Unsecured Note Payable	3 Months Ended
	Mar. 31, 2019
Debt Disclosure [Abstract]
Unsecured Note Payable	NOTE 3 – UNSECURED NOTE PAYABLE During the year ended December 31, 2018, the Company entered into two insurance financing arrangements. The first agreement was for a value of $6,676, bearing an interest rate of 12.6%. The Company made a down payment of $1,988 and makes monthly payments of $549 through March 2019. There was no outstanding balance for this agreement as of March 31, 2019. The second agreement was for a value of $25,954, bearing an interest rate of 7.75%. The Company made a down payment of $6,676 and makes monthly payments of $1,997 through May 2019. The Company has a balance of $3,937 for this agreement as of March 31, 2019.

4. Commitments and Contingencie

4. Commitments and Contingencies	3 Months Ended
	Mar. 31, 2019
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	NOTE 4 – COMMITMENTS AND CONTINGENCIES Our principal office is part of a group of executive suites. We pay $130 per month for our offices, on a month-to-month basis. In July 2018, the Company also began renting a shared office space for $175 per month on a month to month basis. In April 2018, the Company entered into an agreement with a third party for a subscription to its e-commerce platform. The Company paid $3,000 for implementation and pays $2,000 per month, with an initial term of one year. After the initial term, the monthly fee may increase depending on the Company’s level of sales through the platform. The Company has entered into three independent contractor agreements whereby the Company will pay each contractor $5,000 per month for a period of one year. These contractors may also receive shares of common stock depending on certain performance targets as discussed in Note 6.

5. Convertible Notes Payable

5. Convertible Notes Payable	3 Months Ended
	Mar. 31, 2019
Debt Disclosure [Abstract]
5. Convertible Notes Payable	NOTE 5 – CONVERTIBLE NOTES PAYABLE On January 10, 2019, the Company entered into an unsecured convertible promissory note, with a principal amount of $126,000. The Company received net cash proceeds of $102,000 after an original issue discount of $21,000 and fees of $3,000. The convertible note bears interest at 8% and matures on January 10, 2020, with interest accruing at a rate of 22% if the Company is in default. Beginning six months after the issuance of the note, the holder may convert the note at any time through the maturity date into shares of common stock, to the extent and provided that no holder of these notes was or will be permitted to convert such notes to the extent that the holder or any of its affiliates would beneficially own in excess of 4.99% of the Company’s common stock after such conversion. The conversion price is determined based on 85% of the lowest trading price during the 15 trading days prior to the conversion date. Unamortized discount and deferred financing costs were $18,739 as of March 31, 2019 related to this convertible note. On February 7, 2019, the Company entered into an unsecured convertible promissory note, with a principal amount of $83,000. The Company received net cash proceeds of $80,000 after payment fees of $3,000. The convertible note bears interest at 8% and matures on February 7, 2020, with interest accruing at a rate of 22% if the Company is in default. Beginning six months after the issuance of the note, the holder may convert the note at any time through the maturity date into shares of common stock, to the extent and provided that no holder of these notes was or will be permitted to convert such notes to the extent that the holder or any of its affiliates would beneficially own in excess of 4.99% of the Company’s common stock after such conversion. The conversion price is determined based on 65% of the lowest trading price during the 15 trading days prior to the conversion date. Unamortized discount and deferred financing costs were $2,573 as of March 31, 2019 related to this convertible note.

6. Stockholders' Deficit

6. Stockholders' Deficit	3 Months Ended
	Mar. 31, 2019
Equity [Abstract]
Stockholders' Deficit	NOTE 6 – STOCKHOLDERS’ DEFICIT Common Stock In March 2018, the Company issued 200,000 shares of common stock valued at $200,000 to acquire a license from VOTOCAST, INC. as discussed in Note 8. It was determined to be a transaction with an entity under common control and the share issuance was determined to be a deemed distribution to the related party for the value of the shares in excess of the historical carry over basis of the asset. During the year ended December 31, 2018, the Company issued a total of 1,366,500 shares of common stock to consultants and recorded $1,463,207 of compensation cost. In addition, the Company committed to issue an additional 532,500 of shares that will vest at various dates through June 2019. The Company issued 300,000 of these shares during in February 2019, and there are 112,500 shares remaining that vest upon completion of certain milestones, including sales targets. For those shares that are based on performance targets, no expense was recognized as of December 31, 2018, as the targets being met is not considered probable. Stock-based compensation related to these awards during the three months ended March 31, 2019 was $39,922, and the Company may recognize an additional $528,675 of compensation cost under these agreements. In January 2019, the Company entered into three agreements with contractors for services. The contractors may earn up to 377,500 shares depending on the completion of certain milestones and sales targets, through August 2019. Two contractors will also each receive $5,000 per month of cash compensation for a term of one year. The Company issued 2,500 shares related to one of these agreements in January 2019. The Company recognized expense of $3,000 related to the shares issued during the quarter, and expects to recognize an additional $506,350 of expense assuming all shares vest. In February 2019, the Company entered into an agreement for advisory services, and issued 40,000 shares of common stock related to this agreement that vest equally over 12 months. The Company recognized expense of $14,133 related to the shares issued during the quarter, and expects to recognize an additional $70,667 of expense assuming all shares vest. In February 2019, the Company entered into an agreement for marketing services, and issued 10,000 shares of common stock as compensation under the agreement, with $21,200 of expense recognized upon issuance. In February 2019, the Company issued 30,000 shares of common stock related to advisory agreements entered into during the year ended December 31, 2018. The Company recognized expense of $37,600 during the three months ended March 31, 2019, and will recognize an additional $34,400 of expense related to these shares in future periods. In March 2019, the Company entered into an agreement for consulting services, and issued 125,000 shares of common stock under the agreement for services to be provided over a one-year period. The Company recognized expense of $17,396 during the three months ended March 31, 2019, and will recognize an additional $191,354 of expense related to these shares in future periods. In March 2019, the Company entered into an agreement with a contractor for services. This contractor may earn a total of 1,000,000 shares of common stock and 2,000,000 warrants to purchase common stock. The warrants have an exercise price of $1.50 per share, and an initial term of 3 years from the date of issuance. The contractor can elect to extend the term for an additional year with 90 days’ notice. Of the total awards, 250,000 shares and 334,000 warrants were earned upon execution of the agreement, with the 250,000 shares being issued in April 2019. The Company recognized $362,500 and $234,169 related to the initial shares and warrants vesting. The fair value of the warrants was estimated using the Black-Scholes option pricing model and the following assumptions: expected term of 4 years, risk-free interest rate of 2.22%, dividend yield of 0%, and volatility of 62.7%. The remaining shares and warrants vest upon completion of certain performance-related milestones. As of March 31, 2019, the Company expects to recognize additional compensation cost of $1,087,500 related to the shares and $1,168,041 related to the warrants, assuming all instruments vest. On December 31, 2018, the Company entered into a business alliance agreement with Bruce Lee Beverage, LLC. (“BLB”). Under the terms of the agreement, the parties will develop a new product utilizing the intellectual property of BLB, with an initial term of five years and automatic five-year renewals thereafter, unless terminated by either party with 120 days’ prior written notice. The Company issued 150,000 shares of common stock to BLB on December 31, 2018, and an additional 350,000 shares in January 2019. The Company recognized expense of $581,000 for the shares issued in January 2019. The Company also issued 1,500,000 warrants in January 2019, with an exercise price of $1.01 per share, with 500,000 vesting upon issuance. BLB can receive up to an additional 1,000,000 shares of common stock, and vest in the remaining 1,000,000 warrants as follows: · 500,000 shares of common stock and 500,000 warrants will vest upon approval of co-branded product formula (“New Product”), packaging and marketing strategy; execution of licensing agreement between the two parties; and commencement of a mutually agreed upon marketing campaign. · 250,000 shares of common stock and 250,000 warrants will vest upon sale of 10,000 units of the New Product. · 250,000 shares of common stock and 250,000 warrants will vest upon sale of 30,000 units of the New Product. The fair value of the warrants was estimated using the Black-Scholes option pricing model and the following assumptions: expected term of 2 years, risk-free interest rate of 2.55%, dividend yield of 0%, and volatility of 60.1%. The company recognized $175,055 related to the warrants that vested in January 2019. Additionally, management believes that the first milestone will be met during the second quarter of 2019, and during the three months ended March 31, 2019 recognized $615,583 and $129,833 of stock-based compensation expense for the shares and warrants, respectively, that are expected to vest upon completion of that milestone. Under this agreement, the Company expects to recognize additional expense of $1,264,694 related to the 1,000,000 shares and 1,000,000 warrants which have not yet been issued or vested as of March 31, 2019, assuming all shares and warrants vest. The following table summarizes all warrant activity for the three months ended March 31, 2019: Common Stock Warrants Shares Weighted Average Exercise Price Weighted average Remaining Life in years Outstanding at December 31, 2018 – – – Granted 3,500,000 1.29 3.1 Cancelled – – – Expired – – – Exercised – – – Outstanding at March 31, 2019 3,500,000 1.29 3.1 Exercisable at March 31, 2019 834,000 1.29 2.7 As of March 31, 2019, the outstanding and exercisable warrants had an intrinsic value of $660,000 and $220,000, respectively.

7. Loss per Common Share

7. Loss per Common Share	3 Months Ended
	Mar. 31, 2019
Earnings Per Share [Abstract]
Loss per Common Share	NOTE 7 – LOSS PER COMMON SHARE The basic net loss per common share is calculated by dividing the Company's net loss available to common shareholders by the weighted average number of common shares during the year. The diluted net loss per common share is calculated by dividing the Company's net loss available to common shareholders by the diluted weighted average number of common shares outstanding during the year. The diluted weighted average number of common shares outstanding is the basic weighted number of common shares adjusted for any potentially dilutive debt or equity. Diluted net earnings (loss) per common share excludes any impact from the 3,500,000 warrants outstanding (including 834,000 that are exercisable as of March 31, 2019) as their impact would be antidilutive. Three Months Ended March 31, 2019 2018 Numerator: Net loss $ (2,448,499 ) $ (745,877 ) Denominator Denominator for basic and diluted net loss per common share - weighted average of common shares 30,165,622 27,314,589 Basic and diluted net loss per common share attributed to stockholders $ (0.08 ) $ (0.03 )

8. Transaction with Related Par

8. Transaction with Related Parties	3 Months Ended
	Mar. 31, 2019
Related Party Transactions [Abstract]
Transaction with Related Parties	NOTE 8 – TRANSACTION WITH RELATED PARTIES In March 2018, the Company entered into an Agreement with VOTOCAST, INC. dba newkleus, a California corporation formed and owned by Steven Raack, the President, CEO and a Director of the Company. The Company received an exclusive license in the cannabis industry for the state-of-the-art newkleus™ technology to (1) facilitate Vitalibis’ micro-influencer sales model, and (2) enhance and compliment Vitalibis’ social media strategy. The Agreement grants Vitalibis™ an exclusive license for the newkleus patent-pending, user-generated content (UGC) technology for all applications in the cannabis industry. The integration of the newkleus technology allows Vitalibis to create an interactive digital community, while concurrently acquiring valuable user data and content, all of which Vitalibis anticipates will (1) increase customer acquisition and retention and (2) build direct, meaningful and loyal customer relationships. The Company paid 200,000 shares upon execution of the agreement and a monthly fee ranging from $0 to $2,000 depending on volume of usage. In addition, newkleus provides operational and business development consulting services. During the three months ended March 31, 2018, $200 of cash was contributed to the Company by the Chief Financial Officer to open the Company’s bank account.

9. Subsequent Events

9. Subsequent Events	3 Months Ended
	Mar. 31, 2019
Subsequent Events [Abstract]
Subsequent Events	NOTE 9 – SUBSEQUENT EVENTS On March 29, 2019, the Company entered into an unsecured convertible promissory note, with a principal amount of $250,000. In April 2019, the Company received net cash proceeds of $200,000 after an original issue discount of $50,000. The convertible note bears interest at 8% and matures on September 30, 2019, with interest accruing at a rate of 22% if the Company is in default. Beginning at the issuance of the note, the holder may convert the note at any time through the maturity date into shares of common stock, to the extent and provided that no holder of these notes was or will be permitted to convert such notes to the extent that the holder or any of its affiliates would beneficially own in excess of 4.99% of the Company’s common stock after such conversion. The conversion price is the lesser of $2 or 70% of the lowest trading price during the 30 trading days prior to the conversion date. On April 3, 2019, the Company issued 35,000 shares to this lender.

2. Summary of Significant Acc_2

2. Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2019
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The unaudited interim 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 10 of Regulation S-X of the United States Securities and Exchange Commission. 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 financial statements contain all the adjustments necessary (consisting only of normal recurring adjustments) to present the financial position of the Company as of March 31, 2019 and the results of operations and cash flows for the periods presented. The results of operations for the three months ended March 31, 2019 are not necessarily indicative of the operating results for the full fiscal year. These financial statements should be read in conjunction with the financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent year ended December 31, 2018 have been omitted.
Inventories	Inventories Inventory is manufactured at third party facilities. Inventories are stated at the lower of cost or net realizable value, using the first-in, first-out method. The Company reviews its inventory for obsolescence and any inventory identified as obsolete is reserved or written off. The Company’s determination of obsolescence is based on assumptions about the demand for its products, product expiration dates, estimated future sales, and management’s future plans. As of March 31, 2019 and December 31, 2018, inventory consists of the following components: March 31, 2019 December 31, 2018 Raw materials and supplies $ 9,108 $ 1,836 Finished products 145,009 186,881 Total inventory $ 154,117 $ 188,717 The Company recognized a prepaid expense of $21,917 and $30,431 related to purchases of inventory that had not yet transferred into the control of the Company as of March 31, 2019 and December 31, 2018, respectively.
Revenue Recognition	Revenue Recognition The Company recognizes revenue in accordance with ASC Topic 606, Revenue From Contracts With Customers, which was adopted on January 1, 2018 using the modified retrospective method, with no impact to the Company’s comparative financial statements. Revenues are recognized when control of the promised goods or services is transferred to the customer in an amount that reflects the consideration the Company expects to be entitled to in exchange for transferring those goods or services. Revenue is recognized based on the following five step model: • Identification of the contract with a customer • Identification of the performance obligations in the contract • Determination of the transaction price • Allocation of the transaction price to the performance obligations in the contract • Recognition of revenue when, or as, the Company satisfies a performance obligation All of the Company’s revenue is currently generated from the sales of similar products. As such no further disaggregation of revenue information is provided. During the three months ended March 31, 2019, approximately $105,159, or 75%, of the Company’s sales were to a single customer. Performance Obligations Product sales are recognized all of the following criteria are satisfied: (i) a contract with an end user exists which has commercial substance; (ii) it is probable the Company will collect the amount charged to the end user; and (iii) the Company has completed its performance obligation whereby the end user has obtained control of the product. A contract with commercial substance exists once the Company receives and accepts a purchase order or once it enters into a contract with an end user. If collectibility is not probable, the sale is deferred and not recognized until collection is probable or payment is received. Control of products typically transfers when title and risk of ownership of the product has transferred to the customer. Payment is received before shipment of the product. Net revenues comprise gross revenues less customer discounts and allowances, actual and expected returns. Shipping charges billed to customers are included in net sales. Various taxes on the sale of products and enrollment packages to customers are collected by the Company as an agent and remitted to the respective taxing authority. These taxes are presented on a net basis and recorded as a liability until remitted to the respective taxing authority. The Company allows for customers to return unopened products within 45 days. During the three months ended March 31, 2019, there were a trivial amount of refunds processed for returned product. Contract Costs Costs incurred to obtain a customer contract are not material to the Company. The Company elected to apply the practical expedient to not capitalize contract costs to obtain contracts with a duration of one year or less, which are expensed and included within cost of goods and services. Contract Liabilities
Cost of Sales	Cost of Sales Cost of sales includes all of the costs to purchase and assemble the Company’s products. Products are manufactured for the Company by third-party contractors, such costs represent the amounts invoiced by the contractors. Additionally, shipping costs are included in Cost of Sales in the Statements of Operations.
Selling, General and Administrative Expenses	Selling, General and Administrative Expenses Selling, general and administrative expenses include advertising and promotional costs and research and development costs. Also included in Selling, general and administrative expenses are stock-based compensation, certain warehousing fees, non-manufacturing overhead, personnel and related expenses, rent on operating leases, and professional fees. Advertising and promotional costs are expensed as incurred and totaled $3,848 and $8,000 in the three months ended March 31, 2019 and 2018, respectively. Research and development costs are expensed as incurred. There were no research and development costs during the three months ended March 31, 2019 and 2018.
Website Development Cost	Website Development Cost The Company capitalizes certain development costs associated with internal use software incurred during the application development stage. The Company expenses costs associated with preliminary project phase activities, training, maintenance and any post-implementation period costs as incurred. Capitalization of qualifying application development cost begins when management authorized and commits to funding the project and it is probable that the project will be completed for the function intended. Capitalized internal use software costs are normally amortized over estimated useful lives ranging from 2 to 5 years once the related project has been completed and deployed for customer use. At time the software is considered to have be an indefinite lived asset in which case it is evaluated for impairment at least annually. During the year ending December 31, 2018, the Company capitalized $176,177 related to software under the criteria discussed in this paragraph. These costs are related to the development of our website and customer portal. The Company amortizes capitalized costs over an estimated useful life of three years. Amortization expense for the three months ended March 31, 2019 was $14,681. There were no such costs related to the software during the three months ended March 31, 2018.
Reclassifications	Reclassifications Certain prior period amounts have been reclassified to conform to the current period presentation. These reclassifications had no impact on net earnings and financial position.
Recenty Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). Under ASU 2016-02, an entity will be required to recognize right-of-use assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. ASU 2016-02 offers specific accounting guidance for a lessee, a lessor and sale and leaseback transactions. Lessees and lessors are required to disclose qualitative and quantitative information about leasing arrangements to enable a user of the financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. For public companies, ASU 2016-02 is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, and requires a modified retrospective adoption, with early adoption permitted. The Company adopted this standard on January 1, 2019 using the modified retrospective method, and adopted the package of practical expedients that allows it to (i) not reassess whether an arrangement contains a lease, (ii) carry forward its lease classification as operating or capital leases and (iii) not reassess its previously recorded initial direct costs.. The Company made an accounting policy election to treat leases with a minimum term of 12 months or less as short-term leases. The adoption of ASC 842 had no impact to the Company’s consolidated financial statements, due to the Company’s current rental agreements for office space having minimum terms of less than 12 months. The Company currently has no right of use assets or liabilities recognized on its balance sheet related to lease agreements. The Company does not believe that any other recently issued effective pronouncements, or pronouncements issued but not yet effective, if adopted, would have a material effect on the accompanying financial statements.

2. Summary of Significant Acc_3

2. Summary of Significant Accounting Policies (Tables)	3 Months Ended
	Mar. 31, 2019
Accounting Policies [Abstract]
Schedule of inventory	March 31, 2019 December 31, 2018 Raw materials and supplies $ 9,108 $ 1,836 Finished products 145,009 186,881 Total inventory $ 154,117 $ 188,717

6. Stockholders' Deficit (Table

6. Stockholders' Deficit (Tables)	3 Months Ended
	Mar. 31, 2019
Equity [Abstract]
Warrant activity	Common Stock Warrants Shares Weighted Average Exercise Price Weighted average Remaining Life in years Outstanding at December 31, 2018 – – – Granted 3,500,000 1.29 3.1 Cancelled – – – Expired – – – Exercised – – – Outstanding at March 31, 2019 3,500,000 1.29 3.1 Exercisable at March 31, 2019 834,000 1.29 2.7

7. Loss per Common Share (Table

7. Loss per Common Share (Tables)	3 Months Ended
	Mar. 31, 2019
Earnings Per Share [Abstract]
Earnings per share calculation	Three Months Ended March 31, 2019 2018 Numerator: Net loss $ (2,448,499 ) $ (745,877 ) Denominator Denominator for basic and diluted net loss per common share - weighted average of common shares 30,165,622 27,314,589 Basic and diluted net loss per common share attributed to stockholders $ (0.08 ) $ (0.03 )

2. Summary of Significant Acc_4

2. Summary of Significant Accounting Policies (Details) - USD ($)	Mar. 31, 2019	Dec. 31, 2018
Accounting Policies [Abstract]
Raw materials and supplies	$ 9,108	$ 1,836
Finished products	145,009	186,881
Total inventory	$ 154,117	$ 188,717

2. Summary of Significant Acc_5

2. Summary of Significant Accounting Policies (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018
Prepaid inventory	$ 59,374		$ 60,608
Revenues	139,585	$ 0
Deferred revenue	0		105,159
Advertising and promotion	3,848	8,000
Research and development costs	0	0
Capitalized website development costs			176,177
Amortization expense	$ 14,681	$ 0
Sales Revenue Net [Member] | Single Customer [Member]
Concentration risk	75.00%
Revenues	$ 105,159
Inventory [Member]
Prepaid inventory	$ 21,917		$ 30,431

3. Unsecured Note Payable (Deta

3. Unsecured Note Payable (Details Narrative)	Mar. 31, 2019USD ($)
Unsecured Financing Note [Member]
Debt face amount	$ 6,676
Debt stated interest rate	12.60%
Note payable outstanding	$ 0
Unsecured Financing Note 2 [Member]
Debt face amount	$ 25,954
Debt stated interest rate	7.75%
Note payable outstanding	$ 3,937

5. Convertible Notes Payable (D

5. Convertible Notes Payable (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Proceeds from convertible note	$ 188,000	$ 0
Convertible Promissory Note [Member]
Debt face amount	126,000
Original issue discount	$ 21,000
Debt stated interest rate	8.00%
Proceeds from convertible note	$ 102,000
Unamortized discount	18,739
Payment of finance costs	$ 3,000
Debt maturity date	Jan. 10, 2020
Convertible Promissory Note 2 [Member]
Debt face amount	$ 83,000
Debt stated interest rate	8.00%
Proceeds from convertible note	$ 80,000
Unamortized discount	2,573
Payment of finance costs	$ 3,000
Debt maturity date	Feb. 7, 2020

6. Stockholders' Deficit (Detai

6. Stockholders' Deficit (Details - Warrant activity) - Warrants [Member]	3 Months Ended
	Mar. 31, 2019$ / sharesshares
Number of Warrants
Number of Warrants Outstanding, Beginning	0
Number of Warrants Granted	3,500,000
Number of Warrants Exercised	0
Number of Warrants Forfeited	0
Number of Warrants Expired	0
Number of Warrants Outstanding, Ending	3,500,000
Number of Warrants Exercisable, Ending	834,000
Weighted Average Exercise Price
Weighted Average Exercise Price Granted | $ / shares	$ 1.29
Weighted Average Exercise Price Outstanding, Ending | $ / shares	1.29
Weighted Average Exercise Price Exercisable | $ / shares	$ 1.29
Weighted average remaining life, warrants granted	3 years 1 month 6 days
Weighted average remaining life, warrants outstanding	3 years 1 month 6 days
Weighted average remaining life, warrants exercisable	2 years 8 months 12 days

6. Stockholders' Deficit (Det_2

6. Stockholders' Deficit (Details Narrative) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018
Stock issued for services, value	$ 2,231,391	$ 712,994
Warrants [Member]
Warrants issued	3,500,000
Intrinsic value of warrants outstanding	$ 660,000
Intrinsic value of warrants exercisable	$ 220,000
Bruce Lee Beverage [Member]
Stock issued new, shares	350,000		150,000
Warrants issued	1,500,000
Stock compensation expense	$ 581,000
Advisory Services [Member]
Stock issued for services, shares	40,000
Stock compensation expense	$ 14,133
Advisory Services [Member] | December 2018 [Member]
Stock issued for services, shares	30,000
Stock compensation expense	$ 37,600
Marketing Services [Member]
Stock issued for services, shares	10,000
Stock compensation expense	$ 21,200
Consulting Services [Member]
Stock issued for services, shares	125,000
Stock compensation expense	$ 17,396
Common Stock | Bruce Lee Beverage [Member]
Stock compensation expense	615,583
Warrants [Member] | Bruce Lee Beverage [Member]
Stock compensation expense	$ 129,833
Votocast [Member] | Common Stock
Stock issued for license, shares		200,000
Stock issued for license, value		$ 200,000
Consultants [Member] | Common Stock
Stock issued for services, shares	300,000		1,366,500
Stock issued for services, value			$ 1,463,207
Stock compensation expense			$ 39,922
Contractors [Member] | Common Stock
Stock issued for services, shares	2,500
Stock compensation expense	$ 3,000
Contractor [Member]
Stock issued for services, shares	250,000
Warrants issued	334,000
Stock compensation expense	$ 596,669
Unrecognized compensation expense related to shares	1,087,500
Unrecognized compensation expense related to warrants	$ 1,168,041

7. Loss per Common Share (Detai

7. Loss per Common Share (Details) - USD ($)	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Numerator:
Net loss	$ (2,448,499)	$ (745,877)
Denominator
Denominator for basic and diluted net loss per common share - weighted average of common shares	30,165,622	27,314,589
Basic and diluted net loss per common share attributed to stockholders	$ (0.08)	$ (0.03)

7. Loss per Common Share (Det_2

7. Loss per Common Share (Details Narrative)	3 Months Ended
	Mar. 31, 2019shares
Warrants [Member]
Antidilutive shares	3,500,000

8. Transaction with Related P_2

8. Transaction with Related Parties (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Contribution of cash by officer	$ 0	$ 200
Chief Financial Officer [Member]
Contribution of cash by officer	$ 200
Votocast [Member] | Common Stock
Stock issued for license, shares		200,000