Veritas Farms (VFRM) 10-K 23 Apr 18 2017 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2017	Apr. 20, 2018	Jun. 30, 2017
Document And Entity Information
Entity Registrant Name	SanSal Wellness Holdings, Inc.
Entity Central Index Key	1,669,400
Document Type	10-K
Trading Symbol	SSWH
Document Period End Date	Dec. 31, 2017
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity a Well-known Seasoned Issuer	No
Entity a Voluntary Filer	No
Entity's Reporting Status Current	Yes
Entity Filer Category	Smaller Reporting Company
Entity Public Float			$ 0
Entity Common Stock, Shares Outstanding		60,029,000
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2,017

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Dec. 31, 2017	Dec. 31, 2016
CURRENT ASSETS
Cash and Cash Equivalents	$ 27,803	$ 95,591
Inventories	1,428,758	546,623
Accounts Receivable	79,901
Prepaid Expenses	42,094
Total Current Assets	1,578,556	642,214
PROPERTY PLANT AND EQUIPMENT, net of accumulated depreciation of $306,038 and $73,318, respectively	3,609,184	4,282,429
Deposits	23,000
Other Assets	23,000
TOTAL ASSETS	5,210,740	4,924,643
CURRENT LIABILITIES
Accounts Payable	245,082	51,652
Accrued Expenses	159,904	6,756
Accrued Interest - Related Parties	16,230
Notes Payable - Related Parties	1,030,080
Current Portion of Long Term Debt	551,191	390,600
Total Current Liabilities	2,002,487	449,008
LONG-TERM DEBT	99,966	323,406
Total Liabilities	2,102,453	772,414
SHAREHOLDERS' EQUITY
Common Stock $0.001 par value, 200,000,000 shares authorized, 59,895,000 and 58,500,000 shares issued and outstanding at December 31, 2017 and 2016 respectively	59,895	58,500
Additional Paid in Capital	7,139,409	5,730,738
Accumulated Deficit	(4,091,017)	(1,637,009)
Total Shareholders' Equity	3,108,287	4,152,229
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$ 5,210,740	$ 4,924,643

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Statement of Financial Position [Abstract]
Accumulated depreciation	$ 306,038	$ 73,318
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, authorized	200,000,000	200,000,000
Common stock, issued	59,895,000	58,500,000
Common stock, outstanding	59,895,000	58,500,000

Consolidated Statements of Oper

Consolidated Statements of Operations - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Income Statement [Abstract]
Sales	$ 1,114,674	$ 76,232
Cost of sales	720,340	42,793
Plant Inventory Write-off	202,920	478,707
Total cost of sales	923,260	521,500
Gross profit (loss)	191,414	(445,268)
Operating expenses
Selling, General and Administrative	1,524,308	984,140
Total operating expenses	1,524,308	984,140
Operating loss	(1,332,894)	(1,429,408)
Other Expense
Merger Expenses	260,750
Loss on Disposal of Property and Equipment	818,591
Interest Expense - Related Party	16,230
Interest Expense - Other	25,543	28,717
Total Other Income	1,121,114	28,717
Loss before Provision for Income taxes	(2,454,008)	(1,458,125)
Income Tax Provision
NET LOSS	$ (2,454,008)	$ (1,458,125)
Net Loss per Share (in dollars per share)	$ (0.04)	$ (0.02)
Weighted average shares outstanding (in shares)	58,677,212	58,500,000

Consolidated Statements of Shar

Consolidated Statements of Shareholders' Equity - USD ($)	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Total
Beginning balance, Amount at Dec. 31, 2015	$ 58,500	$ 1,142,854	$ (178,884)	$ 1,022,470
Beginning balance, Shares at Dec. 31, 2015	58,500,000
Increase (Decrease) in Shareholders' Equity [Roll Forward]
Contribution from Shareholders		4,676,866		4,676,866
Distribution to Shareholders		(88,982)		(88,982)
Stock-based Compensation
Net loss for the year			(1,458,125)	(1,458,125)
Ending balance, Amount at Dec. 31, 2016	$ 58,500	5,730,738	(1,637,009)	4,152,229
Ending balance, Shares at Dec. 31, 2016	58,500,000
Increase (Decrease) in Shareholders' Equity [Roll Forward]
Contribution from Shareholders		575,195		575,195
Distribution to Shareholders		(59,825)		(59,825)
Issuance of common stock, Amount	$ 1,395	699,105		700,500
Issuance of common stock, Shares	1,395,000
Stock-based Compensation		194,196		194,196
Net loss for the year			(2,454,008)	(2,454,008)
Ending balance, Amount at Dec. 31, 2017	$ 59,895	$ 7,139,409	$ (4,091,017)	$ 3,108,287
Ending balance, Shares at Dec. 31, 2017	59,895,000

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss	$ (2,454,008)	$ (1,458,125)
Adjustments to Reconcile Net Loss to Net Cash Used Operating Activities
Depreciation	232,720	71,973
Stock-based Compensation	194,196
Loss on Disposal of Property and Equipment	818,591
Changes in Operating Assets and Liabilities
Inventories	(882,135)	(539,123)
Prepaid Expenses	(42,094)	19,846
Accounts Receivable	(79,901)	3,250
Deposits	(23,000)
Accrued Interest - Shareholders	16,230
Accrued Expenses	153,148	6,756
Accounts Payable	193,430	19,098
NET CASH USED IN OPERATING ACTIVITIES	(1,872,823)	(1,876,325)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of Property and Equipment	(447,066)	(2,341,866)
NET CASH USED IN INVESTING ACTIVITIES	(447,066)	(2,341,866)
CASH FLOWS FROM FINANCING ACTIVITIES
Payment on Capital Lease		(276,926)
Payments on Long-term Debt	(12,246)	(14,964)
Distributions to Shareholders	(41,428)	(88,982)
Proceeds from Note Payable Shareholders	1,030,080
Capital Contribution from Shareholders	575,195	4,676,866
Proceeds from Issuance of Common Stock	700,500
NET CASH PROVIDED BY FINANCING ACTIVITIES	2,252,101	4,295,994
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	(67,788)	77,803
CASH AND CASH EQUIVALENTS - Beginning of Year	95,591	17,788
CASH AND CASH EQUIVALENTS - End of Year	27,803	95,591
Supplemental Disclosure of Cash Flow Information:
Cash Paid for Interest	7,176	28,717
Cash Paid for Income Taxes
Non-Cash Operating Activities
Acquisition Property and Equipment for a Capital Lease		599,574
Non-Cash Financing Activities
Distribution of Land Held for Investment	$ 18,397

NATURE OF BUSINESS AND SUMMARY

NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
	Dec. 31, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 1: NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Business SanSal Wellness Holdings Inc. (the “Company”), was incorporated as Armeau Brands Inc. in the State of Nevada on March 15, 2011. On October 13, 2017, the Company filed Amended and Restated Articles of Incorporation with the Nevada Secretary of State changing the name from “Armeau Brands Inc.” to “SanSal Wellness Holdings, Inc.” The Company’s business objectives are to produce natural rich-hemp products, using strict natural protocols and materials yielding broad spectrum phytocannabinoid rich hemp oils, distillates and isolates. The Company is licensed by the Colorado Department of Agriculture to grow industrial hemp pursuant to Federal law on its farm. Effective September 27, 2017, the Company acquired 100% of the issued and outstanding limited liability company membership interests of 271 Lake Davis Holdings LLC dba SanSal Wellness (“271 Lake Davis”) in exchange for 46,800,000 (7,800,000 pre-split) restricted shares of the Company’s common stock, which represented 100% of 271 Lake Davis’s total membership interests outstanding immediately following the closing of the transaction. The transaction has been accounted for as a reverse merger, whereby 271 Lake Davis is the accounting survivor and the historical financial statements presented are those of 271 Lake Davis. Sansal, LLC was a wholly owned subsidiary that was merged into 271 Lake Davis Holdings, LLC in January 2016. Basis of Presentation The financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). Principles of Consolidation The accompanying consolidated financial statements reflect the accounts of Sansal Wellness Holdings, Inc. and 271 Lake Davis Holdings and its wholly owned subsidiary, Sansal, LLC. All significant inter-company accounts and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Actual results could differ from these estimates. Fair Value Measurement The Company has 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, accounts receivable, accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. The carrying amounts of the Company’s short and long-term credit obligations approximate fair value because the effective yields on these obligations, which include contractual interest rates taken together with other features such as concurrent issuances of warrants and/or embedded conversion options, are comparable to rates of returns for instruments of similar credit risk. 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 Company does not have any assets or liabilities measured at fair value on a recurring basis. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. At times, cash and cash equivalents may be in excess of FDIC insurance limits. Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification No. 605, “Revenue Recognition” (“ASC-605”), ASC-605 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management’s judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company will defer any revenue for which the product or servicers has not been delivered or provided or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required. Inventories Inventories consist of growing and processed plants and oils and are valued at the lower of cost or net realizable value. In evaluating whether inventories are stated at lower of cost or net realizable value, management considers such factors as inventories in hand, estimated time to sell such inventories and current market conditions. Write-offs for inventory obsolescence are recorded when, in the opinion of management, the value of specific inventory items has been impaired. Property, Plant and Equipment Purchase of property, plant and equipment are recorded at cost. Improvements and replacements of property, plant and equipment are capitalized. Maintenance and repairs that do not improve or extend the lives of property and equipment are charged to expense as incurred. When assets are sold or retired, their cost and related accumulated depreciation are removed from the accounts and any gain or loss is reported in the Statements of Operations Impairment of Long-Lived Assets The carrying value of long-lived assets are reviewed when facts and circumstances suggest that the assets may be impaired or that the amortization period may need to be changed. The Company considers internal and external factors relating to each asset, including cash flows, local market developments, industry trends and other publicly available information. If these factors and the projected undiscounted cash flows of the Company over the remaining amortization period indicate that the asset will not be recoverable, the carrying value will be adjusted to the fair market value. The Company has determined that no impairment exists at December 31, 2017 and 2016. Compensation and Benefits The Company records compensation and benefits expense for all cash and deferred compensation, benefits, and related taxes as earned by its employees. Compensation and benefits expense also includes compensation earned by temporary employees and contractors who perform similar services to those performed by the Company’s employees. Stock-Based Compensation The Company accounts for share-based payments in accordance with ASC 718, “Compensation - Stock Compensation,” which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on the grant date fair value of the award. In accordance with ASC 718-10-30-9, “Measurement Objective – Fair Value at Grant Date,” the Company estimates the fair value of the award using the Black-Scholes option pricing model for valuation of the share- based payments. The Company believes this model provides the best estimate of fair value due to its ability to incorporate inputs that change over time, such as volatility and interest rates, and to allow for actual exercise behavior of option holders. The simplified method is used to determine compensation expense since historical option exercise experience is limited relative to the number of options issued. The compensation cost is recognized ratably using the straight-line method over the expected vesting period. The Company accounts for stock-based compensation to other than employees in accordance with FASB ASC 505-50. Equity instruments issued to other than employees are valued at the earlier of a commitment date or upon completion of the services, based on the fair value of the equity instruments, and is recognized as expense over the service period. Income Taxes The Company was a Limited Liability Company (“LLC”) for income tax purposes until September 27, 2017 when the transaction referred to in Note 1 discussed in the “Nature of Business” occurred. In lieu of corporate income taxes, the owners were taxed on their proportionate shares of the Company’s taxable income. Accordingly, no liability for federal or state income taxes and no provision for federal or state income taxes have been included in the financial statements up to that date. The Company accounts for income taxes under ASC 740 Income Taxes. Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. In accordance with Financial Accounting Standards Board ASC Topic 740, Income Taxes, management evaluated the Company’s tax positions and concluded that the Company had taken no uncertain tax positions that require adjustment to the financial statements to comply with the provisions of this guidance. The Company is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. Effective September 27, 2017 the Company became taxed as a C-Corporation. Income tax benefits are recognized for income tax positions taken or expected to be taken in a tax return, only when it is determined that the income tax position will more-likely than-not be sustained upon examination by taxing authorities. The Company has analyzed tax positions taken for filings with the Internal Revenue Service and all tax jurisdictions where it operates. The Company believes that income tax filing positions will be sustained upon examination and does not anticipate any adjustments that would result in a material adverse effect on the Company’s financial condition, results of operations or cash flows. Accordingly, the Company has not recorded any reserves, or related accruals for interest and penalties for uncertain income tax positions at December 31, 2017 and 2016. Related Party Transactions The Company follows FASB ASC subtopic 850-10, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions. Pursuant to ASC 850-10-20, related parties include: a) affiliates of the Company; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. The consolidated financial statements shall include disclosures of related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which statements of operation are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which statements of operations are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. New Accounting Pronouncements In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) In July 2015, the FASB issued ASU 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory In November 2015, the Financial Accounting Standards Board issued Accounting Standards Update 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) Subsequent Events The Company has evaluated subsequent events through the date which the financial statements were available to be issued.

INVENTORIES

INVENTORIES	12 Months Ended
	Dec. 31, 2017
Inventory Disclosure [Abstract]
INVENTORIES	NOTE 2: INVENTORIES At December 31, 2017 and 2016 inventory consists of: 2017 2016 Inventory Work In Progress $ 1,370,148 $ 546,623 Finished Goods 44,802 - Other 13,808 - Inventory $ 1,428,758 $ 546,623 During the years ending December 31, 2017 and 2016, the Company realized a loss from destruction of plants in the amounts of $202,920 and $478,707, respectively. During the years ending December 31, 2017 and 2016, the Company recorded work in process inventory net of $33,000 and $60,000 reserves, respectively.

PROPERTY AND EQUIPMENT

PROPERTY AND EQUIPMENT	12 Months Ended
	Dec. 31, 2017
Property, Plant and Equipment [Abstract]
PROPERTY AND EQUIPMENT	NOTE 3: PROPERTY AND EQUIPMENT Life December 31, 2017 December 31, 2016 PROPERTY AND EQUIPMENT Land and Land Improvements - $ 398,126 $ 433,825 Building and Improvements 39 1,443,182 1,427,130 Greenhouse 39 693,987 691,456 Fencing and Irrigation 15 185,895 160,903 Machinery and Equipment 7 941,702 585,180 Furniture and Fixtures 7 216,116 204,893 Computer Equipment 5 20,053 21,019 Truck 5 16,161 16,161 Capital Lease Asset - not in service - - 815,180 $ 3,915,222 $ 4,355,747 Less Accumulated Depreciation (306,038 ) (73,318 ) Property and Equipment $ 3,609,184 $ 4,282,429 Total depreciation expense was $232,720 and $71,973 for the years ended December 31, 2017 and 2016, respectively. In August 2016 the company entered into a capital lease for the purchase of equipment. In January, 2017 the lessor repossessed the equipment and the Company recorded a loss of $815,180 on the disposal of the equipment.

LONG-TERM DEBT

LONG-TERM DEBT	12 Months Ended
	Dec. 31, 2017
Long-term Debt, Unclassified [Abstract]
LONG-TERM DEBT	NOTE 4: LONG-TERM DEBT Long-term debt consisted of the following: 2017 2016 Note Payable which requires monthly payments of $1,618 including interest at 6.00% per annum until February 1, 2020 when the balance is due in full. The note is secured by specific assets of the Company. $ 112,903 $ 125,149 Mortgage Payable which requires monthly payments of $466 including interest at 6.00% per annum. The loan is secured by specific assets of the Company. In February 2017, the Company distributed the land to on one of the members. - 50,603 Capital Lease Payable which requires monthly payments of $32,850 until May 2018, when the Company may purchase the equipment for $1. The Company made no payments since August 2016 and is currently in default with the lessor. (See Note 3) 538,254 538,254 651,157 714,006 Less Current Portion (551,191 ) (390,600 ) Long-Term Debt - net of current portion $ 99,966 $ 323,406 Future principal payments for the next 5 years are as follows for the years ended December 31: 2018 $ 551,191 2019 13,735 2020 86,231 $ 651,157

STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION	12 Months Ended
	Dec. 31, 2017
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
STOCK-BASED COMPENSATION	NOTE 5: STOCK-BASED COMPENSATION The Company approved their 2017 Incentive Stock Plan on September 27, 2017 (the “Incentive Plan”) which authorizes the Company to grant or issue non-qualified stock options, incentive stock options, stock appreciation rights, restricted stock, restricted stock units and other equity awards up to a total of 7.5 million shares. Under the terms of the Incentive Plan, awards may be granted to our employees, directors or consultants. Awards issued under the Incentive Plan vest as determined by the Board of Directors or any of the Committees appointed under the Incentive Plan at the time of grant. The Company’s outstanding stock options have a 10-year term. Outstanding non-qualified stock options granted to employees and a consultant vested immediately. Outstanding incentive stock options issued to employees vest over a three-year period. The incentive stock options granted vest based solely upon continued employment (“time-based”). The Company’s time-based share awards that vest in their entirety at the end of three-year periods, time-based share awards where 33.3% of the award vests on each of the three anniversary dates. Stock-based compensation expense was as follows: Year Ended December 31: 2017 2016 Non-Qualified Stock Options - Immediate $ 194,196 $ - Incentive Stock Options - Time Bases - - Total Stock-based Compensation Expense $ 194,196 $ - Stock option activity was as follows in the years ended December 31, 2017 and 2016: Stock Options Weighted- Average Exercise Weighted- Average Remaining Outstanding at December 31, 2016 - Granted 3,199,890 $ 0.083 10 Years Exercised - Forfeited/Canceled - Outstanding at December 31, 2017 3,199,890 $ 0.083 9.75 Years Vested at December 31, 2017 2,550,000 $ 0.083 9.75 Years Exercisable at December 31, 2017 2,550,000 $ 0.083 9.75 Years The Company estimated the fair value of each stock option on the date of grant using the Black Scholes valuation model with the following assumptions: Valuation Assumptions Risk-free interest rate 2.14% – 2.31% Expected dividend yield 0% Expected stock price volatility 105% Expected life of stock options (in years) 10

OPERATING LEASES

OPERATING LEASES	12 Months Ended
	Dec. 31, 2017
Leases [Abstract]
OPERATING LEASES	NOTE 6: OPERATING LEASES On January 15, 2017, the Company entered an agreement with Pueblo, CO Board of Water Works to lease water for the Company’s cultivation process. The agreement went into effect as of November 1, 2016 with a term of 10 years expiring on October 31, 2026, with an option to extend the lease upon expiration for 10 additional years. This agreement replaced previously entered agreements with Pueblo, CO Board of Water Works. The lease requires annual non-refundable minimum service fees of $15,000 and a usage charge of $1,063 per acre for 30 acres. The minimum service fees and usage charges are subject to escalators for each year based upon percentage increases of Pueblo, CO Board of Water Works rates from the previous calendar year. Total water lease expense was $48,896 and $61,638 for the years ended December 31, 2017 and 2016, respectively. On July 12, 2016, the Company entered an agreement to lease office space for a sales office for a term of 15 months expiring on October 31, 2017. The agreement required monthly lease payments of $4,078 and included three free months of rent. This lease was not renewed. On November 9, 2016, the Company entered an agreement to lease office space for a sales office for a term of 7 months expiring on May 31, 2017. The lease required monthly lease payments of $704 and was not renewed. As of December 31, 2017, operating leases have no minimum rental commitments.

COMMON STOCK

COMMON STOCK	12 Months Ended
	Dec. 31, 2017
Equity [Abstract]
COMMON STOCK	NOTE 7: COMMON STOCK Effective September 27, 2017, the Company acquired 100% of the issued and outstanding limited liability company membership interests of 271 Lake Davis Holdings LLC dba SanSal Wellness (“271 Lake Davis”) in exchange for 46,800,000 (7,800,000 pre-split) restricted shares of the Company’s common stock. On November 9, 2017, Financial Industry Regulatory Authority authorized a 6-for-1 forward split of the Company’s issued and outstanding shares of common stock in the form of a stock dividend. Accordingly, shareholders of the Company as of the record date of November 9, 2017 received five additional shares of common stock for each share then held. All relevant information relating to number of shares and per share information have been retrospectively adjusted to reflect the split for all periods presented. In September 2017, the Company issued 340,000 shares of common stock for proceeds of $170,000. In October 2017, the Company issued 100,000 shares of common stock for proceeds of $50,000. In November 2017, the Company issued 605,000 shares of common stock for proceeds of $302,500. In December 2017, the Company issued 350,000 shares of common stock for proceeds of $178,000. Prior to the merger referred to in Note 1, the members of the Company made capital contributions in aggregate of $4,676,866 and $575,195 during the years ended December 31, 2016 and 2017, respectively. There were also distributions to members of $88,982 and $59,825 during the years ended December 31, 2016 and 2017, respectively.

INCOME TAX

INCOME TAX	12 Months Ended
	Dec. 31, 2017
Income Tax Disclosure [Abstract]
Income Tax	NOTE 8: INCOME TAX The reconciliation of income tax computed at the Federal statutory rate to the provision for income taxes from continuing operations is as follows: Year Ended December 31, 2017 2016 Federal Taxes (credits) at statutory rates $ (518,000 ) $ - Permanent differences - - State and local taxes, net of Federal benefit $ (69,000 ) - Change in valuation allowance 587,000 - $ - $ - Components of deferred tax assets are as follows: 2017 2016 Deferred Tax Assets; $ - Net Operating Loss Carryforwards $ 397,000 - Total Deferred Tax Assets 397,000 - Valuation Allowance (162,000 ) - Total Deferred Tax Assets net of Valuation Allowance $ 235,000 $ - Deferred Tax Liabilities; - - Depreciation and Amortization 235,000 - Total Deferred Tax Liabilities 235,000 - Net Deferred Tax Assets $ - $ - The Company has approximately $1,480,000 net operating loss carryforwards that are available to reduce future taxable income. Those NOLs begin to expire in 2038. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the assessment, management has established a full valuation allowance against all of the deferred tax assets for every period because it is more likely than not that all of the deferred tax assets will not be realized. The Company’s deferred tax liability associated with timing differences related to depreciation and amortization includes $207,000 of liability resulting from tax depreciation deducted in excess of GAAP depreciation prior to the Company becoming taxed as a C-Corporation. The Company’s deferred tax assets and liabilities have been remeasured to reflect the reduction in the U.S. corporate income tax rate from 35% to 21%, resulting in a deferred tax expense of $207,000 for the year ended December 31, 2017, as entire net deferred tax asset has been reduced to $0 by a valuation allowance. On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the “2017 Tax Act”) was signed into law, making significant changes to the Internal Revenue Code. Changes include, but are not limited to, a federal corporate tax rate decrease from 35% to 21% for tax years beginning after December 31, 2017, the transition of U.S. international taxation from a worldwide tax system to a territorial system and a one-time transition tax on the mandatory deemed repatriation of foreign earnings. The Company has estimated its provision for income taxes in accordance with the 2017 Tax Act and the guidance available as of the date of March 30, 2018, but has kept the full valuation allowance. As a result, the Company has recorded no income tax expense in the fourth quarter of 2017, the period in which the 2017 Tax Act was enacted. On December 22, 2017, the Securities and Exchange Commission published Staff Accounting Bulletin No. 118 (“SAB 118”), which addressed the application of GAAP in situations where the Company does not have the necessary information (including computations) available, prepared, or analyzed in reasonable detail to complete the accounting for certain income tax effects of the 2017 Tax Act. The deferred tax expense to be recorded in connection with the remeasurement of deferred tax assets is to be a provisional amount and a reasonable estimate at December 31, 2017, based upon the best information currently available. The ultimate result may differ from these provisional amounts, possibly materially, due to, among other things, additional analysis, changes in the interpretations and assumptions that the Company has made, additional regulatory guidance that may be issued, and actions that the Company may take as a result of the 2017 Tax Act. Any subsequent adjustment to these amounts will be recorded in current tax expense in the quarter of 2018 when the analysis is complete. The accounting is expected to be complete when the Company’s 2017 federal corporate income tax return is filed in 2018. The Company files income tax returns in the U.S. federal jurisdiction, and the state of Colorado. The Company adopted the provisions of FASB ASC 740, A ccounting for Uncertainty in Income Taxes

CONCENTRATIONS

CONCENTRATIONS	12 Months Ended
	Dec. 31, 2017
Risks and Uncertainties [Abstract]
CONCENTRATIONS	NOTE 9: CONCENTRATIONS The Company had one customer in 2017 accounting for 72% of total sales. In 2016, three customers accounted for 20%, 19%, and 17% of sales. The Company had one customer in 2017 accounting for 79% of accounts receivable. In 2016 there were no accounts receivable concentrations.

GOING CONCERN

GOING CONCERN	12 Months Ended
	Dec. 31, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
GOING CONCERN	NOTE 10: GOING CONCERN The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States, which contemplate continuation of the Company as a going concern. However, the Company has sustained substantial losses from operations since its inception. As of and for the year ended December 31, 2017, the Company had an accumulated deficit of $4,091,017, a net loss of $2,454,008, and a working capital deficit of $423,931. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern. Continuation as a going concern is dependent on the ability to raise additional capital and financing, though there is no assurance of success. The Company is currently in the final stages of launching a new rebranded line of hemp oil and extract products as part of the Company’s increased focus on sales and marketing. The rebranded product line, including new trade name and packaging, is being developed to expand the company’s potential customer base. The newly branded products are expected to be available to consumers, retailers, and distributors in the second quarter of 2018, and will include vegan capsules, tinctures, lotions, salves, and oral syringes in various potency levels and flavors. Currently, the Company incorporates an aggressive marketing plan to compete in the Cannabinoid industry. To become market leaders in the market, the Company will use three primary departments to market its products including: web-based marketing, traditional marketing, and medical marketing departments.

RELATED PARTY

RELATED PARTY	12 Months Ended
	Dec. 31, 2017
Related Party Transactions [Abstract]
RELATED PARTY	NOTE 11: RELATED PARTY The Company paid a related party $59,260 and $0 during the years ended December 31, 2017 and 2016, respectively for legal services. As of December 31, 2017 and 2016, the Company had related party legal accruals for $93,220 and $0, respectively. The Company entered into various note payables with shareholders of the Company between March 2017 and September 2017. The notes bear interest between 2.00% and 3.00% per annum. Principal and interest are payable in one installment due July 31, 2018. The principal balance due on these notes is $1,030,080 and $16,230 of interest is accrued as of December 31, 2017.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	12 Months Ended
	Dec. 31, 2017
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 12: SUBSEQUENT EVENTS In January 2018, the Company issued 84,000 shares of common stock for proceeds of $168,000. In March 2018, the Company issued 50,000 shares of common stock for proceeds of $100,000.

NATURE OF BUSINESS AND SUMMAR19

NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	Dec. 31, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Nature of Business	Nature of Business SanSal Wellness Holdings Inc. (the “Company”), was incorporated as Armeau Brands Inc. in the State of Nevada on March 15, 2011. On October 13, 2017, the Company filed Amended and Restated Articles of Incorporation with the Nevada Secretary of State changing the name from “Armeau Brands Inc.” to “SanSal Wellness Holdings, Inc.” The Company’s business objectives are to produce natural rich-hemp products, using strict natural protocols and materials yielding broad spectrum phytocannabinoid rich hemp oils, distillates and isolates. The Company is licensed by the Colorado Department of Agriculture to grow industrial hemp pursuant to Federal law on its farm. Effective September 27, 2017, the Company acquired 100% of the issued and outstanding limited liability company membership interests of 271 Lake Davis Holdings LLC dba SanSal Wellness (“271 Lake Davis”) in exchange for 46,800,000 (7,800,000 pre-split) restricted shares of the Company’s common stock, which represented 100% of 271 Lake Davis’s total membership interests outstanding immediately following the closing of the transaction. The transaction has been accounted for as a reverse merger, whereby 271 Lake Davis is the accounting survivor and the historical financial statements presented are those of 271 Lake Davis. Sansal, LLC was a wholly owned subsidiary that was merged into 271 Lake Davis Holdings, LLC in January 2016.
Basis of Presentation	Basis of Presentation The financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”).
Principles of Consolidation	Principles of Consolidation The accompanying consolidated financial statements reflect the accounts of Sansal Wellness Holdings, Inc. and 271 Lake Davis Holdings and its wholly owned subsidiary, Sansal, LLC. All significant inter-company accounts and transactions have been eliminated in consolidation.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Actual results could differ from these estimates.
Fair Value Measurement	Fair Value Measurement The Company has 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, accounts receivable, accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. The carrying amounts of the Company’s short and long-term credit obligations approximate fair value because the effective yields on these obligations, which include contractual interest rates taken together with other features such as concurrent issuances of warrants and/or embedded conversion options, are comparable to rates of returns for instruments of similar credit risk. 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 Company does not have any assets or liabilities measured at fair value on a recurring basis.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. At times, cash and cash equivalents may be in excess of FDIC insurance limits.
Revenue Recognition	Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification No. 605, “Revenue Recognition” (“ASC-605”), ASC-605 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management’s judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company will defer any revenue for which the product or servicers has not been delivered or provided or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required.
Inventories	Inventories Inventories consist of growing and processed plants and oils and are valued at the lower of cost or net realizable value. In evaluating whether inventories are stated at lower of cost or net realizable value, management considers such factors as inventories in hand, estimated time to sell such inventories and current market conditions. Write-offs for inventory obsolescence are recorded when, in the opinion of management, the value of specific inventory items has been impaired.
Property, Plant and Equipment	Property, Plant and Equipment Purchase of property, plant and equipment are recorded at cost. Improvements and replacements of property, plant and equipment are capitalized. Maintenance and repairs that do not improve or extend the lives of property and equipment are charged to expense as incurred. When assets are sold or retired, their cost and related accumulated depreciation are removed from the accounts and any gain or loss is reported in the Statements of Operations
Impairment of Long-Lived Assets	Impairment of Long-Lived Assets The carrying value of long-lived assets are reviewed when facts and circumstances suggest that the assets may be impaired or that the amortization period may need to be changed. The Company considers internal and external factors relating to each asset, including cash flows, local market developments, industry trends and other publicly available information. If these factors and the projected undiscounted cash flows of the Company over the remaining amortization period indicate that the asset will not be recoverable, the carrying value will be adjusted to the fair market value. The Company has determined that no impairment exists at December 31, 2017 and 2016.
Compensation and Benefits	Compensation and Benefits The Company records compensation and benefits expense for all cash and deferred compensation, benefits, and related taxes as earned by its employees. Compensation and benefits expense also includes compensation earned by temporary employees and contractors who perform similar services to those performed by the Company’s employees.
Stock-Based Compensation	Stock-Based Compensation The Company accounts for share-based payments in accordance with ASC 718, “Compensation - Stock Compensation,” which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on the grant date fair value of the award. In accordance with ASC 718-10-30-9, “Measurement Objective – Fair Value at Grant Date,” the Company estimates the fair value of the award using the Black-Scholes option pricing model for valuation of the share- based payments. The Company believes this model provides the best estimate of fair value due to its ability to incorporate inputs that change over time, such as volatility and interest rates, and to allow for actual exercise behavior of option holders. The simplified method is used to determine compensation expense since historical option exercise experience is limited relative to the number of options issued. The compensation cost is recognized ratably using the straight-line method over the expected vesting period. The Company accounts for stock-based compensation to other than employees in accordance with FASB ASC 505-50. Equity instruments issued to other than employees are valued at the earlier of a commitment date or upon completion of the services, based on the fair value of the equity instruments, and is recognized as expense over the service period.
Income Taxes	Income Taxes The Company was a Limited Liability Company (“LLC”) for income tax purposes until September 27, 2017 when the transaction referred to in Note 1 discussed in the “Nature of Business” occurred. In lieu of corporate income taxes, the owners were taxed on their proportionate shares of the Company’s taxable income. Accordingly, no liability for federal or state income taxes and no provision for federal or state income taxes have been included in the financial statements up to that date. The Company accounts for income taxes under ASC 740 Income Taxes. Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. In accordance with Financial Accounting Standards Board ASC Topic 740, Income Taxes, management evaluated the Company’s tax positions and concluded that the Company had taken no uncertain tax positions that require adjustment to the financial statements to comply with the provisions of this guidance. The Company is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. Effective September 27, 2017 the Company became taxed as a C-Corporation. Income tax benefits are recognized for income tax positions taken or expected to be taken in a tax return, only when it is determined that the income tax position will more-likely than-not be sustained upon examination by taxing authorities. The Company has analyzed tax positions taken for filings with the Internal Revenue Service and all tax jurisdictions where it operates. The Company believes that income tax filing positions will be sustained upon examination and does not anticipate any adjustments that would result in a material adverse effect on the Company’s financial condition, results of operations or cash flows. Accordingly, the Company has not recorded any reserves, or related accruals for interest and penalties for uncertain income tax positions at December 31, 2017 and 2016.
Related Party Transactions	Related Party Transactions The Company follows FASB ASC subtopic 850-10, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions. Pursuant to ASC 850-10-20, related parties include: a) affiliates of the Company; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. The consolidated financial statements shall include disclosures of related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which statements of operation are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which statements of operations are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.
New Accounting Pronouncements	New Accounting Pronouncements In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) In July 2015, the FASB issued ASU 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory In November 2015, the Financial Accounting Standards Board issued Accounting Standards Update 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842)
Subsequent Events	Subsequent Events The Company has evaluated subsequent events through the date which the financial statements were available to be issued.

INVENTORIES (Tables)

INVENTORIES (Tables)	12 Months Ended
	Dec. 31, 2017
Inventory Disclosure [Abstract]
Schedule of inventories	At December 31, 2017 and 2016 inventory consists of: 2017 2016 Inventory Work In Progress $ 1,370,148 $ 546,623 Finished Goods 44,802 - Other 13,808 - Inventory $ 1,428,758 $ 546,623

PROPERTY AND EQUIPMENT (Tables)

PROPERTY AND EQUIPMENT (Tables)	12 Months Ended
	Dec. 31, 2017
Property, Plant and Equipment [Abstract]
Schedule of property and equipment	Life December 31, 2017 December 31, 2016 PROPERTY AND EQUIPMENT Land and Land Improvements - $ 398,126 $ 433,825 Building and Improvements 39 1,443,182 1,427,130 Greenhouse 39 693,987 691,456 Fencing and Irrigation 15 185,895 160,903 Machinery and Equipment 7 941,702 585,180 Furniture and Fixtures 7 216,116 204,893 Computer Equipment 5 20,053 21,019 Truck 5 16,161 16,161 Capital Lease Asset - not in service - - 815,180 $ 3,915,222 $ 4,355,747 Less Accumulated Depreciation (306,038 ) (73,318 ) Property and Equipment $ 3,609,184 $ 4,282,429

LONG-TERM DEBT (Tables)

LONG-TERM DEBT (Tables)	12 Months Ended
	Dec. 31, 2017
Long-term Debt, Unclassified [Abstract]
Schedule of Long-term debt	Long-term debt consisted of the following: 2017 2016 Note Payable which requires monthly payments of $1,618 including interest at 6.00% per annum until February 1, 2020 when the balance is due in full. The note is secured by specific assets of the Company. $ 112,903 $ 125,149 Mortgage Payable which requires monthly payments of $466 including interest at 6.00% per annum. The loan is secured by specific assets of the Company. In February 2017, the Company distributed the land to on one of the members. - 50,603 Capital Lease Payable which requires monthly payments of $32,850 until May 2018, when the Company may purchase the equipment for $1. The Company made no payments since August 2016 and is currently in default with the lessor. (See Note 3) 538,254 538,254 651,157 714,006 Less Current Portion (551,191 ) (390,600 ) Long-Term Debt - net of current portion $ 99,966 $ 323,406
Schedule of Future principal payments	Future principal payments for the next 5 years are as follows for the years ended December 31: 2018 $ 551,191 2019 13,735 2020 86,231 $ 651,157

STOCK-BASED COMPENSATION (Table

STOCK-BASED COMPENSATION (Tables)	12 Months Ended
	Dec. 31, 2017
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Schedule of Stock-based compensation expense	Stock-based compensation expense was as follows: Year Ended December 31: 2017 2016 Non-Qualified Stock Options - Immediate $ 194,196 $ - Incentive Stock Options - Time Bases - - Total Stock-based Compensation Expense $ 194,196 $ -
Schedule of Stock option	Stock option activity was as follows in the years ended December 31, 2017 and 2016: Stock Options Weighted- Average Exercise Weighted- Average Remaining Outstanding at December 31, 2016 - Granted 3,199,890 $ 0.083 10 Years Exercised - Forfeited/Canceled - Outstanding at December 31, 2017 3,199,890 $ 0.083 9.75 Years Vested at December 31, 2017 2,550,000 $ 0.083 9.75 Years Exercisable at December 31, 2017 2,550,000 $ 0.083 9.75 Years
Schedule of Black Scholes valuation model	The Company estimated the fair value of each stock option on the date of grant using the Black Scholes valuation model with the following assumptions: Valuation Assumptions Risk-free interest rate 2.14% – 2.31% Expected dividend yield 0% Expected stock price volatility 105% Expected life of stock options (in years) 10

INCOME TAX (Tables)

INCOME TAX (Tables)	12 Months Ended
	Dec. 31, 2017
Income Tax Disclosure [Abstract]
Schedule of income tax reconciliation	The reconciliation of income tax computed at the Federal statutory rate to the provision for income taxes from continuing operations is as follows: Year Ended December 31, 2017 2016 Federal Taxes (credits) at statutory rates $ (518,000 ) $ - Permanent differences - - State and local taxes, net of Federal benefit $ (69,000 ) - Change in valuation allowance 587,000 - $ - $ -
Schedule of deffred tax assets	Components of deferred tax assets are as follows: 2017 2016 Deferred Tax Assets; $ — Net Operating Loss Carryforwards $ 397,000 — Total Deferred Tax Assets 397,000 — Valuation Allowance (162,000 ) — Total Deferred Tax Assets net of Valuation Allowance $ 235,000 $ — Deferred Tax Liabilities; — — Depreciation and Amortization 235,000 — Total Deferred Tax Liabilities 235,000 — Net Deferred Tax Assets $ — $ —

NATURE OF BUSINESS AND SUMMAR25

NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative)	1 Months Ended
	Sep. 27, 2017shares
Ownership percentage	100.00%
Restricted Stock [Member]
Stock issued	46,800,000
Stock Issued During Period, Shares, Pre-splits	7,800,000

INVENTORIES (Details)

INVENTORIES (Details) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Inventory
Work In Progress	$ 1,370,148	$ 546,623
Finished Goods	44,802
Other	13,808
Inventory	$ 1,428,758	$ 546,623

INVENTORIES (Details Narrative)

INVENTORIES (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Inventory Disclosure [Abstract]
Loss from destruction of plants	$ 202,920	$ 478,707
Work in process inventory net of reserves	$ (33,000)	$ (60,000)

PROPERTY AND EQUIPMENT (Details

PROPERTY AND EQUIPMENT (Details) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
PROPERTY AND EQUIPMENT
Property and Equipment, gross	$ 3,915,222	$ 4,355,747
Less Accumulated Depreciation	(306,038)	(73,318)
Property and Equipment	$ 3,609,184	4,282,429
Land & Land Improvements [Member]
PROPERTY AND EQUIPMENT
Life	0 years
Property and Equipment, gross	$ 398,126	433,825
Building and Improvements [Member]
PROPERTY AND EQUIPMENT
Life	39 years
Property and Equipment, gross	$ 1,443,182	1,427,130
Greenhouse [Member]
PROPERTY AND EQUIPMENT
Life	39 years
Property and Equipment, gross	$ 693,987	691,456
Fencing and Irrigation [Member]
PROPERTY AND EQUIPMENT
Life	15 years
Property and Equipment, gross	$ 185,895	160,903
Machinery and Equipment [Member]
PROPERTY AND EQUIPMENT
Life	7 years
Property and Equipment, gross	$ 941,702	585,180
Furniture and Fixtures [Member]
PROPERTY AND EQUIPMENT
Life	7 years
Property and Equipment, gross	$ 216,116	204,893
Computer Equipment [Member]
PROPERTY AND EQUIPMENT
Life	5 years
Property and Equipment, gross	$ 20,053	21,019
Truck [Member]
PROPERTY AND EQUIPMENT
Life	5 years
Property and Equipment, gross	$ 16,161	16,161
Capital Leases Asset - not in service [Member]
PROPERTY AND EQUIPMENT
Life	0 years
Property and Equipment, gross		$ 815,180

PROPERTY AND EQUIPMENT (Detai29

PROPERTY AND EQUIPMENT (Details Narrative) - USD ($)	1 Months Ended	12 Months Ended
	Jan. 31, 2017	Dec. 31, 2017	Dec. 31, 2016
Property, Plant and Equipment [Abstract]
Depreciation expense		$ 232,720	$ 71,973
Loss on disposal of the equipment	$ 815,180

LONG-TERM DEBT (Details)

LONG-TERM DEBT (Details) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Long-Term Debt	$ 651,157	$ 714,006
Less Current Portion	(551,191)	(390,600)
Long-Term Debt - net of current portion	99,966	323,406
Note Payable [Member]
Long-Term Debt	112,903	125,149
Mortgage Payable [Member]
Long-Term Debt		50,603
Capital Lease Payable [Member]
Long-Term Debt	$ 538,254	$ 538,254

LONG-TERM DEBT (Details 1)

LONG-TERM DEBT (Details 1)	Dec. 31, 2017USD ($)
Long-term Debt, Unclassified [Abstract]
2,018	$ 551,191
2,019	13,735
2,020	86,231
Total	$ 651,157

LONG-TERM DEBT (Details Narrati

LONG-TERM DEBT (Details Narrative)	12 Months Ended
	Dec. 31, 2017USD ($)
Note Payable [Member]
Monthly payments	$ 1,618
Debt interest rate, percentage	6.00%
Maturity term	Feb. 1, 2020
Mortgage Payable [Member]
Monthly payments	$ 466
Debt interest rate, percentage	6.00%
Capital Lease Payable [Member]
Monthly payments	$ 32,850
Maturity term	May 31, 2018
Debt instrument, description	Company may purchase the equipment for $1.

STOCK-BASED COMPENSATION (Detai

STOCK-BASED COMPENSATION (Details) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Total Stock-based Compensation Expense	$ 194,196
Non-Qualified Stock Options [Member] | 2017 Incentive Stock Plan [Member]
Total Stock-based Compensation Expense	194,196
Incentive Stock Options [Member] | 2017 Incentive Stock Plan [Member]
Total Stock-based Compensation Expense

STOCK-BASED COMPENSATION (Det34

STOCK-BASED COMPENSATION (Details 1)	12 Months Ended
	Dec. 31, 2017$ / sharesshares
Stock Options
Outstanding beginning balance
Granted	3,199,890
Exercised
Forfeited/Canceled
Outstanding end balance	3,199,890
Vested	2,550,000
Exercisable	2,550,000
Weighted Average Exercise
Granted (in dollars per share) | $ / shares	$ 0.83
Outstanding end balance (in dollars per share) | $ / shares	0.83
Vested (in dollars per share) | $ / shares	0.83
Exercisable (in dollars per share) | $ / shares	$ 0.83
Weighted Average Remaining
Granted (in years)	10 years
Outstanding (in years)	9 years 9 months
Vested (in years)	9 years 9 months
Exercisable (in years)	9 years 9 months

STOCK-BASED COMPENSATION (Det35

STOCK-BASED COMPENSATION (Details 2)	12 Months Ended
	Dec. 31, 2017
Expected dividend yield	0.00%
Expected stock price volatility	105.00%
Expected life of stock options (in years)	10 years
Minimum [Member]
Risk-free interest rate	2.14%
Maximum [Member]
Risk-free interest rate	2.31%

STOCK-BASED COMPENSATION (Det36

STOCK-BASED COMPENSATION (Details Narrative) - 2017 Incentive Stock Plan [Member] - shares	12 Months Ended
	Dec. 31, 2017	Sep. 27, 2017
Authorized stock		7,500,000
Incentive Stock Options [Member]
Stock options term	10 years
Stock options vesting term	3 years
Description of stock options vesting	Vest in their entirety at the end of three-year periods, time-based share awards where 33.3% of the award vests on each of the three anniversary dates.

OPERATING LEASES (Details Narra

OPERATING LEASES (Details Narrative)	Nov. 09, 2017USD ($)	Jul. 12, 2017USD ($)	Jan. 15, 2017USD ($)a	Dec. 31, 2017USD ($)	Dec. 31, 2016USD ($)
Water lease expense				$ 48,896	$ 61,638
Minimum rental commitments				$ 0
Agreement Two [Member]
Operating lease Term	7 months	15 months
Lease expiration date	May 31, 2017	Oct. 31, 2017
Water lease expense	$ 704	$ 4,078
Pueblo CO Board of Water Works [Member] | Agreement One [Member]
Operating lease Term			10 years
Lease expiration date			Oct. 31, 2026
Operating additional extend year			10 years
Non-refundable minimum service fee			$ 15,000
Water usage charge			$ 1,063
Area of land | a			30

COMMON STOCK (Details Narrative

COMMON STOCK (Details Narrative) - USD ($)	Nov. 09, 2017	Dec. 31, 2017	Nov. 30, 2017	Oct. 31, 2017	Sep. 30, 2017	Sep. 27, 2017	Dec. 31, 2017	Dec. 31, 2016
Ownership percentage						100.00%
Sock split	6-for-1 forward split
Stock, issued		59,895,000					59,895,000	58,500,000
Proceeds from issuance of common stock							$ 700,500
Capital contributions							575,195	4,676,866
Capital distributions to members							$ 59,825	$ 88,982
Common Stock [Member]
Common stock issued		350,000	605,000	100,000	340,000		1,395,000
Proceeds from issuance of common stock		$ 178,000	$ 302,500	$ 50,000	$ 170,000
Restricted Stock [Member]
Stock Issued During Period, Shares, Pre-splits						7,800,000
Stock, issued						46,800,000

INCOME TAX (Details)

INCOME TAX (Details) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Income Tax Disclosure [Abstract]
Federal Taxes (credits) at statutory rates	$ (518,000)
Permanent differences
State and local taxes, net of Federal benefit	(69,000)
Change in valuation allowance	587,000
Income Tax Provision

INCOME TAX (Details 1)

INCOME TAX (Details 1) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Deferred Tax Assets;
Net Operating Loss Carryforwards	$ 397,000
Total Deferred Tax Assets	397,000
Valuation Allowance	(162,000)
Total Deferred Tax Assets net of Valuation Allowance	235,000
Deferred Tax Liabilities;
Depreciation and Amortization	235,000
Total Deferred Tax Liabilities	235,000
Net Deferred Tax Assets

INCOME TAX (Details Narrative)

INCOME TAX (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Income Tax Disclosure [Abstract]
Net operating loss carry forward	$ 1,480,000
Operating Loss Carry forwards Expiration Date	Dec. 31, 2038
Depreciation and amortization	$ 207,000
U.S. corporate income tax rate	21.00%
Deferred tax expense	$ 207,000
Net deferred tax asset

CONCENTRATIONS (Details Narrati

CONCENTRATIONS (Details Narrative)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Sales Revenue, Net [Member] | One Customer [Member]
Concentration Risk, Percentage	72.00%
Sales Revenue, Net [Member] | First Customer [Member]
Concentration Risk, Percentage		20.00%
Sales Revenue, Net [Member] | Second Customer [Member]
Concentration Risk, Percentage		19.00%
Sales Revenue, Net [Member] | Third Customer [Member]
Concentration Risk, Percentage		17.00%
Accounts Receivable [Member]
Concentration Risk, Percentage
Accounts Receivable [Member] | One Customer [Member]
Concentration Risk, Percentage	79.00%

GOING CONCERN (Details Narrativ

GOING CONCERN (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accumulated deficit	$ (4,091,017)	$ (1,637,009)
Net loss	(2,454,008)	$ (1,458,125)
Working capital deficit	$ (423,931)

RELATED PARTY (Details Narrativ

RELATED PARTY (Details Narrative) - USD ($)	7 Months Ended	12 Months Ended
	Sep. 30, 2017	Dec. 31, 2017	Dec. 31, 2016
Payment to related party		$ 59,260	$ 0
Accrued Legal related party		93,220	0
Notes Payable - Related Parties		1,030,080
Accrued interest		$ 16,230
Shareholders
Due date	Jul. 31, 2018
Shareholders | Minimum [Member]
Interest rate	2.00%
Shareholders | Maximum [Member]
Interest rate	3.00%

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - USD ($)	1 Months Ended		12 Months Ended
	Mar. 31, 2018	Jan. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Proceeds from issuance of common stock			$ 700,500
Subsequent Event [Member]
Common stock issued	50,000	84,000
Proceeds from issuance of common stock	$ 100,000	$ 168,000