Ozop Energy Solutions (OZSC) 10-Q 14 Nov 18 2018 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2018	Nov. 14, 2018
Document And Entity Information
Entity Registrant Name	OZOP SURGICAL CORP.
Entity Central Index Key	1,679,817
Document Type	10-Q
Document Period End Date	Sep. 30, 2018
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity's Reporting Status Current?	Yes
Is Entity Emerging Growth Company?	true
Elected Not To Use the Extended Transition Period	false
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Common Stock, Shares Outstanding		28,811,202
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2,018

Condensed Consolidated Balance

Condensed Consolidated Balance Sheet (Unaudited) - USD ($)	Sep. 30, 2018	Dec. 31, 2017
Current Assets
Cash	$ 79,112	$ 110,792
Prepaid expenses	26,373	18,171
Accounts receivable	42,787
Inventory	242,135
Total Current Assets	390,407	128,963
Office equipment, net	5,256	1,323
Patents and trademarks, net	148,477	141,695
License Rights	489,151
TOTAL ASSETS	1,033,291	271,981
Current Liabilities
Accounts payable and accrued expenses	535,267	141,931
Accounts payable and accrued expenses, related parties	445,397	220,012
Convertible notes payable, net of discounts	346,938	735,500
Notes payable	332,805	370,000
Note payable, related party	60,000	60,000
License fee payable	250,000
Derivative liabilities	1,002,530
Total Current Liabilities	2,972,937	1,527,443
Stockholders' Deficit
Preferred stock (10,000,000 shares authorized, par value $0.001, no shares issued and outstanding)
Common stock (290,000,000 shares authorized par value $0.001, 28,076,301 and 13,000,000 shares issued and outstanding September 30, 2018 and December 31, 2017, respectively)	28,077	13,000
Deferred stock compensation	(297,917)
Common stock to be issued (81,967 shares issuable September 30, 2018)	82
Additional paid in capital	1,363,953	291,155
Accumulated Deficit	(3,024,943)	(1,562,476)
Stock subscription receivable	(7,600)
Accumulated comprehensive income	(1,298)	2,859
Total Stockholders' Deficit	(1,939,646)	(1,255,462)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 1,033,291	$ 271,981

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheet (Parenthetical) - $ / shares	Sep. 30, 2018	Dec. 31, 2017
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	290,000,000	290,000,000
Common stock, shares issued	28,076,301	13,000,000
Common stock, shares outstanding	28,076,301	13,000,000
Common stock to be issued, shares	81,967

Condensed Consolidated Statemen

Condensed Consolidated Statement of Comprehensive Loss (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Income Statement [Abstract]
Revenue	$ 57,196		$ 174,886	$ 56,771
Cost of Goods	25,490		94,318	38,870
Gross Profit	31,706		80,568	17,901
Operating expenses:
Research and development	47,657	116,405	58,222	200,642
General and administrative	298,977	184,449	797,206	652,444
Total operating expenses	346,634	300,854	855,428	853,086
Operating loss	(314,928)	(300,854)	(774,860)	(835,185)
Other (income) expenses:
Interest expense	386,032	6,684	1,348,396	20,403
Loss (gain) on change in fair value of derivatives	20,275		(235,194)
Gain on extinguishment of debt	(125,315)		(425,595)
Total Other Expenses (Income)	280,992	6,684	687,607	20,403
Net Loss	(595,920)	(307,538)	(1,462,467)	(855,588)
Other comprehensive loss:
Foreign currency translation adjustment	(4,733)	(693)	(4,157)	(596)
Comprehensive loss	$ (600,653)	$ (308,231)	$ (1,466,624)	$ (856,184)
Loss per share	$ (0.02)	$ (0.02)	$ (0.06)	$ (0.08)
Weighted average shares outstanding - Basic and dilut	27,715,411	13,000,000	24,390,572	11,279,412

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
Cash flows from operating activities:
Net loss	$ (1,462,467)	$ (855,588)
Adjustments to reconcile net loss to net cash used in operations
Non-cash interest expense	1,222,556
Amortization and depreciation	7,626	459
Gain on fair value change of derivatives	(235,194)
Gain on extinguishment of debt	(425,595)
Stock based compensation	42,083
Issuance of convertible notes for fees	9,500	1,875
Changes in operating assets and liabilities:
Inventory	19,734
Accounts receivable	(32,092)
Prepaid expenses	21,797	2,843
Accounts payable and accrued expenses	133,400	23,459
Accounts payable and accrued expenses, related parties	224,736	251,645
Net cash used in operating activities	(473,916)	(575,307)
Cash flows from investing activities:
Cash acquired in acquisitions	21,580
Purchase of office and computer equipment	(4,941)	(1,944)
Payments for extensions of patents	(13,400)
Net cash provided by (used in) investing activities	3,239	(1,944)
Cash flows from financing activities:
Redemption of common shares	(350,000)
Proceeds from issuances of convertible notes payable	730,000	400,000
Proceeds from issuances of notes payable	200,000	200,000
Proceeds from sale of common stock	250,000
Payments of principal of convertible note payable and notes payable	(386,846)
Net cash provided by financing activities	443,154	600,000
Effects of exchange rate on cash and cash equivalents	(4,157)	(596)
Net increase (decrease) in cash and cash equivalents	(31,680)	22,153
Cash and cash equivalents, Beginning of period	110,792	117,348
Cash and cash equivalents, End of period	79,112	139,501
Supplemental disclosure of cash flow information:
Cash paid for interest	36,596	28,250
Cash paid for income taxes
Schedule of non-cash Investing or Financing Activity:
Original issue discount included in notes payable	186,425
Issuance of common stock upon convertible note and accrued interest conversion	589,176
Issuance of common stock for contribution of intellectual property		$ 150,000
Acquisition of Spinus, LLC
Acquisitions
Issuance of Common stock as consideration	250,000
Assumed liabilities	532,289
Accounts receivable	(19,054)
Inventory	(253,510)
Other Assets	(250,000)
Intangible assets	(239,151)
Cash acquired	20,574
Acquisition of Newmarkt
Acquisitions
Issuance of Common stock as consideration	2,798
Assumed liabilities	62,464
Paid in capital	(53,990)
Inventory	(8,359)
Prepaid expenses	(1,907)
Intangible assets
Cash acquired	$ 1,006

ORGANIZATION

ORGANIZATION	9 Months Ended
	Sep. 30, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]
ORGANIZATION	NOTE 1 - ORGANIZATION Business Ozop Surgical Corp. (the” Company,” “we,” “us” or “our”) was originally incorporated as Newmarkt Corp. on July 17, 2015, under the laws of the State of Nevada, for the purpose of the renting different kind of Segways and bicycles, dual wheels self-balancing electric scooters and related safety equipment. Following the acquisition of OZOP Surgical, Inc. as discussed below, we have been engaged in the business of inventing, designing, developing, manufacturing and globally distributing innovative endoscopic instruments, surgical implants, instrumentation, devices and related technologies, focused on spine, neurological and pain management procedures and specialties. Reverse Merger On April 13, 2018, we entered into and completed a share exchange agreement (the "Share Exchange Agreement") with OZOP Surgical, Inc. (“OZOP”), the shareholders of OZOP (the “OZOP Shareholders”) and Denis Razvodovskij, the then holder of 2,000,000 shares of our common stock. Pursuant to the terms of the Share Exchange Agreement, the OZOP Shareholders transferred and exchanged 100% of the capital stock of OZOP in exchange for an aggregate of 25,000,000 newly issued shares of our common stock (the “Share Exchange”). After giving effect to the redemption of 2,000,000 shares of our common stock pursuant to the Redemption Agreement discussed below and the issuance of 25,000,000 shares of our common stock pursuant to the Share Exchange Agreement, we had 25,797,500 shares of common stock issued and outstanding, with the OZOP Shareholders, as a group, owning 96.9% of such shares. Our executive officers and directors, as a group, own 19,900,000 of our shares representing 77.1% of our issued and outstanding shares of common stock. The merger was accounted for as a reverse merger, whereby OZOP was considered the accounting acquirer and became a wholly-owned subsidiary of the Company. In accordance with the accounting treatment for a “reverse merger” or a “reverse acquisition,” the Company’s historical financial statements prior to the reverse merger were and will be replaced with the historical financial statements of OZOP prior to the reverse merger, in all future filings with the U.S. Securities and Exchange Commission (the “SEC”). In connection with the acquisition of OZOP, we purchased and redeemed 2,000,000 shares of our common stock from Mr. Razvodovskij for a total purchase price of $350,000 pursuant to a Share Redemption Agreement (the “Redemption Agreement”). Pursuant to the terms of the Share Exchange Agreement, effective April 13, 2018, Mr. Razvodovskij resigned as the Company's Chief Executive Officer, Chief Financial Officer, Secretary, and sole director, and Michael Chermak, Salman J. Chaudhry and Eric Siu were named as directors of the Company. On May 8, 2018, we amended our Articles of Incorporation (the “Amendment”) to change our name from Newmarkt Corp. to Ozop Surgical Corp. in reflect name service offering Amendment also increased which value have value The shall issuable in may determine time time. OZOP OZOP was originally incorporated in Switzerland on November 28, 1998 under the name Perma Consultants Holding AG (“Perma”). On July 19, 2016, Mr. Eric Siu (“Siu”), one of our directors purchased 100% of the outstanding capital stock of Perma and changed the name from Perma to Ozop Surgical AG (“Ozop AG”). On February 1, 2018, Ozop AG was re-domiciled as a Delaware corporation and changed its name to Ozop Surgical, Inc. On July 28, 2016, Ozop formed as the sole member, Ozop Surgical, LLC (“Ozop LLC”), a Wyoming limited liability company. On October 28, 2016, Ozop acquired 100% of Ozop Surgical Limited (“Ozop HK”), from Siu, the sole shareholder of Ozop HK. Ozop HK, is a private limited company incorporated in Hong Kong. On February 16, 2018, OZOP acquired the 100% membership interest (the “Membership Interest”) in Spinus, LLC, a Texas limited liability company (“Spinus ” The following table summarizes the preliminary value of the consideration issued and the preliminary purchase price allocation of the fair value of assets acquired and liabilities assumed in the acquisition: Purchase Price Allocation Fair value of consideration issued $ 250,000 Liabilities assumed 532,289 Total purchase consideration $ 782,289 Assets acquired $ 543,138 Intellectual Property/Technology 239,151 $ 782,289 The total purchase price of $782,289 has been allocated on a preliminary basis to the tangible and intangible assets acquired and liabilities assumed based on preliminary estimated fair values as of the completion of the Acquisition. These allocations reflect various preliminary estimates that are currently available and are subject to change upon the valuation being finalized within the measurement period. The final fair value of Spinus’s identifiable intangible assets will be determined primarily using the income approach which requires an estimate or forecast of all the expected future cash flows, either through the use of the relief-from-royalty method or the multi-period excess earnings method. The Company will record amortization expense assuming a straight-line basis over the expected life of the finite lived intangible assets, which approximates expected future cash flows. Goodwill, if any, represents the amount by which the estimated consideration transferred exceeds the historical costs of the assets the Company acquired and the liabilities the Company assumed. The Company will not amortize the goodwill, but will instead test the goodwill for impairment at least annually and whenever events or circumstances have occurred that may indicate a possible impairment.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING PRONOUNCEMENTS	9 Months Ended
	Sep. 30, 2018
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING PRONOUNCEMENTS	NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING PRONOUNCEMENTS Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of September 30, 2018, and the results of operations and cash flows for the periods presented. The results of operations for the three and nine months ended September 30, 2018, are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited condensed consolidated financial statements should be read in conjunction with the financial statements and related notes thereto included in the Company’s Current Report on Form 8-K/A filed on June 29, 2018. The unaudited condensed consolidated financial statements include the accounts of the Company and Ozop and its wholly owned subsidiaries Ozop LLC, Ozop HK and Spinus. All intercompany accounts and transactions have been eliminated in consolidation. Emerging Growth Companies The Company qualifies as an “emerging growth company” under the 2012 JOBS Act. Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. As an emerging growth company, the Company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company has elected to take advantage of the benefits of this extended transition period. 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 the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reported period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all highly liquid investments with an original term of three months or less to be cash equivalents. These investments are carried at cost, which approximates fair value. Cash and cash equivalent balances may, at certain times, exceed federally insured limits Sales Concentration and credit risk Following is a summary of customers who accounted for more than ten percent (10%) of the Company’s revenues for the three and nine months ended September 30, 2018, and 2017, and their accounts receivable balance as of September 30, 2018: Sales % Three Months Ended September 30, 2018 Sales % Three Months Ended September 30, 2017 Sales % Nine Months Ended September 30, 2018 Sales % Nine Accounts receivable balance September 30, 2018 Customer A 93.9 % — 72.4 % — $ 42,787 Customer B 6.1 % — 27.6 % — — Customer C — — — 69.9 % — Customer D — — — 30.1 % — Accounts Receivable The Company records accounts receivable at the time products and services are delivered. An allowance for losses is established through a provision for losses charged to expenses. Receivables are charged against the allowance for losses when Inventory Inventory, consisting of finished goods, is valued at the lower of cost or net realizable value. Cost is determined using the first in first out (FIFO) method. Provision for potentially obsolete or slow-moving inventory is made based on management analysis or inventory levels and future sales forecasts. The Company has not recorded any loss during the periods presented. Purchase concentration The principal purchases by the Company is comprised of finished goods that the Company sells to its customers. Following is a summary of suppliers who accounted for more than ten percent (10%) of the Company’s purchases for the three and nine months ended September 30, 2018, and 2017: Purchase % Three Months Ended September 30, 2018 Purchase % Three Months Ended September 30, 2017 Purchase % Nine Months Ended September 30, 2018 Purchase % Nine Supplier A 100 % — 60.4 % — Supplier B — — 39.6 % 100 % Management believes that other suppliers could provide similar raw materials on comparable terms. A change in suppliers, however, could cause a delay and a possible loss of sales, which would adversely affect the Company's business, financial position and results of operations. Property, plant and equipment Property and equipment are stated at cost, and depreciation is provided by use of a straight-line method over the estimated useful lives of the assets. Office equipment The Company reviews property and equipment for potential impairment whenever events or changes in circumstances indicate that the carrying amounts of assets may not be recoverable. The estimated useful lives of property and equipment is as follows: September 30, 2018 December 31, 2017 Office equipment $ 6,885 $ 1,944 Less: Accumulated Depreciation (1,629 ) (621 ) Property and Equipment, Net $ 5,256 $ 1,323 Depreciation expense was $573 and $1,008 for the three and nine months ended September 30, 2018, and $162 and $459 for the three and nine months ended September 30, 2017. Intangible Assets Intangible assets primarily represent legal costs and filings associated with obtaining patents on the Company’s new discoveries. The Company amortizes these costs over the shorter of the legal life of the patent or its estimated economic life using the straight-line method. The Company evaluates long-lived assets for impairment whenever events or changes in circum Revenue Recognition Effective January 1, 2018, the Company adopted ASC 606 — Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from the commercial sales of products, licensing agreements and contracts to perform pilot studies by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied. For the comparative periods, revenue has not been adjusted and continues to be reported under ASC 605 — Revenue Recognition. Under ASC 605, revenue is recognized when the following criteria are met: (1) persuasive evidence of an arrangement exists; (2) the performance of service has been rendered to a customer or delivery has occurred; (3) the amount of fee to be paid by a customer is fixed and determinable; and (4) the collectability of the fee is reasonably assured. There was no impact on the Company’s financial statements as a result of adopting Topic 606 for the three and nine months ended September 30, 2018 and 2017. Advertising and Marketing Expenses The Company expenses advertising and marketing costs as incurred. For the three and nine months ended September 30, 2018, the Company recorded $7,321 and $42,676 of advertising and marketing expenses, and $18,520 and $19,474 for the three and nine months ended September 30, 2017. Research and Development Costs and expenses that can be clearly identified as research and development are charged to expense as incurred. For the three and nine months ended September 30, 2018, the Company recorded $47,657 and $58,222 of research and development expenses and $116,405 and $200,642 for the three and nine months ended September 30, 2017, respectively. Convertible Instruments The Company evaluates and accounts for conversion options embedded in convertible instruments in accordance with ASC 815, Derivatives and Hedging Activities. Applicable GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The Company accounts for convertible instruments (when it has been determined that the embedded conversion options should not be bifurcated from their host instruments) as follows: The Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption. The Company accounts for the conversion of convertible debt when a conversion option has been bifurcated using the general extinguishment standards. The debt and equity linked derivatives are removed at their carrying amounts and the shares issued are measured at their then-current fair value, with any difference recorded as a gain or loss on extinguishment of the two separate accounting liabilities. Fair Value of Financial Instruments The Company measures assets and liabilities at fair value based on an expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assu mptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level. The following are the hierarchical levels of inputs to measure fair value: • Level 1 - Observable inputs that reflect quoted market prices in active markets for identical assets or liabilities. • Level 2 - Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means. • Level 3 - Unobservable inputs reflecting the Company's assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available. The carrying amounts of the Company's financial assets and liabilities, such as cash, prepaid expenses, other current assets, accounts payable and accrued expenses, certain notes payable and notes payable - related party, approximate their fair values because of the short maturity of these instruments. The following table represents the Company’s financial instruments that are measured at fair value on a recurring basis as of September 30, 2018, for each fair value hierarchy level: September 30, 2018 Derivative Total Level I $ — $ — Level II $ — $ — Level III $ 1,002,530 $ 1,002,530 Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. 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 that includes the enactment date. A valuation allowance on deferred tax assets is established when management considers it is more likely than not that some portion or all of the deferred tax assets will not be realized. Tax benefits from an uncertain tax position are only recognized if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate resolution. Interest and penalties related to unrecognized tax benefits are recorded as incurred as a component of income tax expense. The Company has not recognized any tax benefits from uncertain tax positions for any of the reporting periods presented. Foreign Currency Translation The accounts of the Company's Hong Kong subsidiary are maintained in Hong Kong dollars and the accounts of the U.S. companies are maintained in USD. The accounts of the Hong Kong subsidiary were translated into USD in accordance with Accounting Standards Codification ("ASC") Topic 830, Foreign Currency Matters. According to Topic 830, all assets and liabilities were translated at the exchange rate on the balance sheet date; stockholders' equity is translated at historical rates and statement of comprehensive income items are translated at the weighted average exchange rate for the period. The resulting translation adjustments are reported under other comprehensive income in accordance with ASC Topic 220, Comprehensive Income. Gains and losses resulting from the foreign currency transactions are reflected in the statements of comprehensive income. Relevant exchange rates used in the preparation of the unaudited condensed consolidated financial statements are as follows for the periods ended September 30, 2018 and December 31, 2017 (Hong Kong dollar per one U.S. dollar): September 30, 2018 December 31, 2017 Balance sheet date .1276 .1280 Average rate for unaudited condensed statements of operations and comprehensive loss .1275 .1283 Earnings (Loss) Per Share The Company computes net loss per share in accordance with FASB ASC 260, “Earnings per Share.” ASC 260 requires presentation of both basic and diluted earnings per share (EPS) on the face of the statement of operations. Basic EPS is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including stock options, using the treasury stock method, and convertible notes and stock warrants, using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options, warrants and conversion of convertible notes. Diluted EPS excludes all dilutive potential common shares if their effect is anti-dilutive. Recent Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, “Leases (Topic 842).” Under this guidance, an entity is required to recognize right-of-use assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. This guidance 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. This guidance 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 is currently evaluating the impact of the adoption of this standard will have on our consolidated financial statements. In January 2017, the FASB issued ASU 2017-01, “ Business Combinations (Topic 805) Clarifying the Definition of a Business With the exception of the new standard discussed above, there have been no other recent accounting pronouncements or changes in accounting pronouncements during the nine months ended September 30, 2018, that are of significance or potential significance to the Company.

INTANGIBLE ASSETS

INTANGIBLE ASSETS	9 Months Ended
	Sep. 30, 2018
Goodwill and Intangible Assets Disclosure [Abstract]
INTANGIBLE ASSETS	NOTE 3 – INTANGIBLE ASSETS Patents as of September 30, 2018, and December 31, 2017, consist of the following: September 30, 2018 December 31, 2017 Patents and trademarks $ 163,183 $ 149,783 License rights 489,151 — Accumulated amortization (14,706 ) (8,088 ) Net carrying amount $ 637,628 $ 141,695 Amortization expense for the three and nine months ended September 30, 2018 was $2,206 and $6,618, respectively. There was no amortization expense for the three and nine months ended September 30, 2017.

CONVERTIBLE NOTES PAYABLE

CONVERTIBLE NOTES PAYABLE	9 Months Ended
	Sep. 30, 2018
Debt Disclosure [Abstract]
CONVERTIBLE NOTES PAYABLE	NOTE 4 - CONVERTIBLE NOTES PAYABLE During the year ended December 31, 2017, OZOP issued 19 convertible promissory notes (the “2017 Notes”), in amounts of $10,000 to $50,000. OZOP received proceeds of $710,000 in the aggregate. The 2017 Notes mature(d) on their one- year anniversary and bear interest at ten percent (10%). The holders can convert the notes and any unpaid interest due, into shares of the Company’s common stock on the 15 th The Company determined that the conversion feature of the 2017 Notes and the March 2018 Note (together, the “Notes”) did not meet the criteria of an embedded derivative and therefore the conversion feature was not bi-furcated and accounted for as a derivative because the Company was a private company, there was no quoted price and no active market for the Company’s common stock. On April 13, 2018, the Company determined the conversion feature of the Notes represented an embedded derivative since the Notes were convertible into a variable number of shares upon conversion. Accordingly, on April 13, 2018, the Notes were not considered to be conventional debt under ASC 815 and the embedded conversion feature was bifurcated from the debt host and accounted for as a derivative liability. Accordingly, the fair value of the derivative instruments of the Notes that occurred prior to April 13, 2018, were recorded as a liability on April 13, 2018, on the unaudited condensed consolidated balance sheet with the corresponding amount recorded as a discount to the Note. Such discount is being amortized from the date of issuance to the maturity dates of the Notes. The change in the fair value of the liability for derivative contracts are recorded in other income or expenses in the unaudited condensed consolidated statements of operations at the end of each quarter, with the offset to the derivative liability on the balance sheet. The embedded feature included in the Notes resulted in an initial debt discount of $620,075, interest expense of $14,000 and initial derivative liability of $634,075. For the nine months ended September 30, 2018, amortization of the debt discounts of $385,688 was charged to interest expense. During the nine months ended September 30, 2018, investors converted $570,500 of principal and $19,857 of accrued interest into 1,180,768 shares of common stock. Due to the conversions prior to the maturity of the converted notes, the Company recorded additional interest expense and a loss on extinguishment of debt of $234,386. As of September 30, 2018, the outstanding principal balance of the 2017 Notes was $215,000. The March 2018 Note was part of the above conversions, and the balance of the March 2018 Note as of September 30, 2018 is $-0-. On April 13, 2018, we issued a convertible promissory note in the principal amount of $442,175 (the “Note”), pursuant to a Securities Purchase Agreement we entered into with an investor dated April 1, 2018. The Note bears interest at the rate of 12% per annum and is due and payable on April 13, 2019. The note is convertible at any time following the funding of the note into a variable number of the Company's common stock, based on a conversion ratio of 55% of the average of the lowest trading price for the 25 days prior to conversion. The note was funded on April 13, 2018, when the Company received proceeds of $350,000, after OID of $57,675, and disbursements for the lender’s transaction costs, fees and expenses of $34,500, of which $25,000 were recorded as discounts against the debt to be amortized into interest expense through maturity. Periodic payments are due by us on the Note at the rate of $850 per day (the “Repayment Amount”) via direct withdrawal from our bank account, beginning on April 27, 2018 and to last for a 30-day period. Following this period, the Repayment Amount increased to $1,100 per day until the Note is satisfied in full. On June 28, 2018, the Note was amended to increase the Repayment Amount to $1,750 per day. On August 29, 2018, the parties agreed to stop the Repayment Amount. During the nine months ended September 30, 2018, principal payments of $97,800 were made. The embedded conversion feature included in the note resulted in an initial debt discount of $407,675 interest expense of $408,280 and an initial derivative liability of $815,955. For the nine months ended September 30, 2018, amortization of the debt discounts of $208,805 was charged to interest expense. As of September 30, 2018, the outstanding principal balance of the note was $344,375 with a carrying value as of September 30, 2018, of $111,005, net of unamortized discounts of $233,370. We may prepay in full the unpaid principal and interest on the Note, with at least 20 trading days’ notice, (a) any time prior to the 180th day after the issuance date, by paying 130% of the principal amount of the Note together with accrued interest thereon; and (b) any time beginning on the 181st day after the issuance date and ending on the 364th day after the issuance date, by paying 150% of the principal amount of the Note together with accrued interest thereon. After the expiration of the 364th day after the issuance date, we have no right of prepayment. In connection with our obligations under the Note, our executive officers and the Company entered into a Pledge Agreement (the “Pledge Agreement”) whereby they pledged as collateral for the Note an aggregate of 19,900,000 shares of our common stock and we pledged the shares of our subsidiary OZOP Surgical, Inc. (collectively, the “Collateral”). Upon a default under the terms of the Note, Carebourn may, among other things, collect or take possession of the Collateral, proceed with the foreclosure of the security interest in the Collateral or sell, lease or dispose of the Collateral. On August 29, 2018, we issued a convertible promissory note in the principal amount of $339,250 (the “Note”), pursuant to a Securities Purchase Agreement we entered into with the investor. The Note bears interest at the rate of 12% per annum and is due and payable on August 29, 2019. The note is convertible at any time following the funding of the note into a variable number of the Company's common stock, based on a conversion ratio of 55% of the average of the lowest trading price for the 25 days prior to conversion. The note was funded on August 29, 2018, when the Company received proceeds of $280,000, after OID of $44,250, and disbursements for the lender’s transaction costs, fees and expenses of $15,000, which were recorded as discounts against the debt to be amortized into interest expense through maturity. Periodic payments are due by us on the Note at the rate of $1,000 per day (the “Repayment Amount”) via direct withdrawal from our bank account, beginning on August 30, 2018, until the Note is satisfied in full. During the nine months ended September 30, 2018, principal payments of $19,000 were made. The embedded conversion feature included in the note resulted in an initial debt discount of $280,000 interest expense of $112,403 and an initial derivative liability of $392,403. For the nine months ended September 30, 2018, amortization of the debt discounts of $30,155 was charged to interest expense. As of September 30, 2018, the outstanding principal balance of the note was $320,250 with a carrying value as of September 30, 2018, of $11,155, net of unamortized discounts of $309,095. On August 29, 2018, we issued a convertible promissory note in the principal amount of $55,000 (the “Note”), pursuant to a Securities Purchase Agreement we entered into with the investor. The Note bears interest at the rate of 12% per annum and is due and payable on March 1, 2019. The note is convertible at any time following the funding of the note into a variable number of the Company's common stock, based on a conversion ratio of 58% of the average of the lowest trading price for the 20 days prior to conversion. The note was funded on August 29, 2018, when the Company received proceeds of $50,000, after disbursements for the lender’s transaction costs, fees and expenses of $5,000, which were recorded as discounts against the debt to be amortized into interest expense through maturity. The embedded conversion feature included in the note resulted in an initial debt discount of $50,000 interest expense of $5,272 and an initial derivative liability of $55,272. For the nine months ended September 30, 2018, amortization of the debt discounts of $9,778 was charged to interest expense. As of September 30, 2018, the outstanding principal balance of the note was $55,000 with a carrying value as of September 30, 2018, of $9,778, net of unamortized discounts of $45,222. A summary of the convertible note balance as of September 30, 2018, and December 31, 2017, is as follows: September 30, 2018 December 31, 2017 Principal balance $ 934,625 $ 735,500 Unamortized discount (587,687 ) -0- Ending balance, net 346,938 $ 735,500

DERIVATIVE LIABILITIES

DERIVATIVE LIABILITIES	9 Months Ended
	Sep. 30, 2018
Notes to Financial Statements
DERIVATIVE LIABILITIES	NOTE 5 – DERIVATIVE LIABILITIES On April 13, 2018, the Company determined the conversion feature of the Notes represented an embedded derivative since the Notes were convertible into a variable number of shares upon conversion. Accordingly, on April 13, 2018, the Notes were not considered to be conventional debt under ASC 815 and the embedded conversion feature was bifurcated from the debt host and accounted for as a derivative liability. The Company valued the derivative liabilities at September 30, 2018, and April 13, 2018, at $1,002,530 and $1,450,030, respectively. The Company used the Monte Carlo simulation valuation model with the following assumptions as of September 30, 2018; risk-free interest rates from 2.36% to 2.56% and volatility of 64% to 72%, and the following assumptions at April 13, 2018, risk-free interest rates from 1.06% to 1.28% and volatility of 140% to 260%. The initial derivative liabilities for convertible notes issued during the nine months ended September 30, 2018, used the following assumptions; risk-free interest rates from 1.89% to 2.59% and volatility of 75% to 81%. A summary of the activity related to derivative liabilities for the nine months ended September 30, 2018, is as follows: Beginning balance $ -0- Issued during period 1,897,705 Converted (659,981 ) Change in fair value recognized in operations (235,194 ) Ending balance $ 1,002,530

NOTES PAYABLE

NOTES PAYABLE	9 Months Ended
	Sep. 30, 2018
Debt Disclosure [Abstract]
NOTES PAYABLE	NOTE 6 – NOTES PAYABLE The Company has the following note payables outstanding: September 30, 2018 December 31, 2017 Note payable, interest at 8%, matures September 6, 2018, in default $ 330,000 $ 370,000 Other, due on demand 2,805 — Total notes payable $ 332,805 $ 370,000

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	9 Months Ended
	Sep. 30, 2018
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 7 – RELATED PARTY TRANSACTIONS Management Fees and related party payables For the three and nine months ended September 30, 2018, and 2017, the Company recorded expenses to its officers in the following amounts: Three months ended Nine months ended 2018 2017 2018 2017 CEO, parent $ 30,000 $ 30,000 $ 90,000 $ 90,000 CEO, subsidiary 30,000 30,000 90,000 90,000 COO 30,000 30,000 90,000 90,000 CFO 30,000 — 90,000 — Total $ 120,000 $ 90,000 $ 360,000 $ 270,000 As of September 30, 2018, and December 31, 2017, included in accounts payable and accrued expenses, related party is $445,397 (includes $20,095 of expenses) and $220,012 (includes $61,382 of expenses), respectively, for the following amounts owed the Company’s officers: September 30, 2018 December 31, 2017 CEO, parent $ 101,683 $ 46,631 CEO, subsidiary 73,248 -0- COO 226,905 158,381 CFO 43,561 15,000 Total $ 445,397 $ 220,012 On October 25, 2017, the Company issued a $60,000 promissory note to the wife of an officer and director of the Company in exchange for $50,000. The note originally matured on November 25, 2017 and was extended until November 25, 2018.

LICENSE FEE PAYABLE

LICENSE FEE PAYABLE	9 Months Ended
	Sep. 30, 2018
Notes to Financial Statements
LICENSE FEE PAYABLE	NOTE 8 – LICENSE FEE PAYABLE On February 1, 2018, Spinus entered into an Intellectual Property Licensing Agreement (the “Licensing Agreement”). The Company assumed the obligations under the Licensing Agreement and pledged the assets of Spinus as security. Pursuant to the terms of the Licensing Agreement, in consideration of $250,000 Spinus has the exclusive rights to certain patents and the non-exclusive rights to other patents. The patents surround mechanical or inflatable expandable interbody implant products. The $250,000 is due the earlier of (i) February 16, 2019 or (ii) 15 days subsequent to the Company completing a minimum of a $3,000,000 equity raise. The Company also will pay a royalty of 7% of net sales on any product sold utilizing any of the patents. There have not been any sales of the licensed products and accordingly, no royalties have been incurred.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	9 Months Ended
	Sep. 30, 2018
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 9– COMMITMENTS AND CONTINGENCIES Consulting Agreement On August 31, 2018, we entered into an investor relations consulting agreement with Kingdom Building, Inc. (“Kingdom”) whereby Kingdom agreed to provide us with investor relations, public relations and financial media relations consulting services. The term of the agreement is for a period of 12 months. We may terminate the agreement after the initial six months on 60 days’ notice. We agreed to pay Kingdom $8,500 per month which amount is deferred until we complete a financing transaction with a minimum raise of $1,500,000 in gross proceeds. In addition, we agreed to issue Kingdom 650,000 shares of our unregistered common stock and reimburse them for certain out of pocket expenses.

INCOME TAXES

INCOME TAXES	9 Months Ended
	Sep. 30, 2018
Income Tax Disclosure [Abstract]
INCOME TAXES	NOTE 10 - INCOME TAXES The Company was incorporated in the United States and has operations in two tax jurisdictions - the United States and Hong Kong. The Company’s HK subsidiary is subject to a 16.5% profit tax based on its taxable net profit. The Company’s U.S. operations are subject to income tax according to U.S. tax law. A reconciliation of the provision for income taxes determined at the U.S. statutory rate to the Company’s effective income tax rate is as follows: Nine Months Ended September 30, 2018 2017 Pre-tax loss $ (1,462,467 ) $ (855,588 ) U.S. federal corporate income tax rate 21 % 35 % Expected U.S. income tax credit (307,118 ) (299,456 ) Tax rate difference between U.S. and foreign operations 3,745 65,888 Change of valuation allowance 303,373 233,568 Effective tax expense $ — $ — The Company had deferred tax assets as follows: September 30, 2018 December 31, 2017 Net operating losses carried forward $ 471,455 $ 306,000 Less: Valuation allowance (471,455 ) (306,000 ) Net deferred tax assets $ — $ — As of September 30, 2018, the Company has approximately $1,803,000 and $562,000 net operating loss carryforwards available in the United States and Hong Kong, respectively, to reduce future taxable income. The net operating loss from Hong Kong operations can be carried forward with no time limit from the year of the initial loss pursuant to relevant Hong Kong tax laws and regulations. For U.S. purposes the NOL deduction for a tax year is equal to the lesser of (1) the aggregate of the NOL carryovers to such year, plus the NOL carry-backs to such year, or (2) 80% of taxable income (determined without regard to the deduction). Generally, NOLs can no longer be carried back but are allowed to be carried forward indefinitely. The special extended carryback provisions are generally repealed, except for certain farming and insurance company losses. The amendments incorporating the 80% limitation apply to losses arising in tax years beginning after Dec. 31, 2017. As of September 30, 2018, and December 31, 2017, the Company has no material unrecognized tax benefits which would favorably affect the effective income tax rate in future periods, and does not believe that there will be any significant increases or decreases of unrecognized tax benefits within the next twelve months. No interest or penalties relating to income tax matters have been imposed on the Company during the nine months ended September 30, 2018 and 2017, and no provision for interest and penalties is deemed necessary as of September 30, 2018 and December 31, 2017. The U.S. Tax Cuts and Jobs Act (Tax Act) was enacted on December 22, 2017 and introduces significant changes to U.S. income tax law. Effective in 2018, the Tax Act reduces the U.S. statutory tax rate from 35% to 21% and creates new taxes on certain foreign-sourced earnings and certain related-party payments, which are referred to as the global intangible low-taxed income tax and the base erosion tax, respectively. The Tax Act requires the Company to pay U.S. income taxes on accumulated foreign subsidiary earnings not previously subject to U.S. income tax at a rate of 15.5% to the extent of foreign cash and certain other net current assets and 8% on the remaining earnings. Due to the timing of the enactment and the complexity involved in applying the provisions of the Tax Act, the Company has not recorded any adjustments according to Tax Act. As the Company collects and prepares necessary data, and interprets the Tax Act and any additional guidance issued by the U.S. Treasury Department, the IRS, and other standard-setting bodies, the Company may make adjustments to the provisional amounts. The accounting for the tax effects of the Tax Act will be completed in 2018. Since the Company’s foreign subsidiaries have not generated income since inception, the Company believes that Tax Act will not have significant impact on the Company’s consolidated financial statements.

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY	9 Months Ended
	Sep. 30, 2018
Equity [Abstract]
STOCKHOLDERS' EQUITY	NOTE 11 – STOCKHOLDERS’ EQUITY Common stock On April 13, 2018, the Company completed the reverse merger (see Note 1) and issued 2,797,500 shares of common stock. Also on April 13, 2018, the Company purchased and redeemed 2,000,000 shares of common stock for a purchase price of $350,000 pursuant to the Redemption Agreement. During the nine months ended September 30, 2018, we sold 500,000 shares of our common stock at a price of $0.50 per share to seven investors and received proceeds of $250,000. During the nine months ended September 30, 2018, holders of an aggregate of $590,357 in principal and accrued interest of convertible debt issued by OZOP converted their debt and accrued interest into 1,180,768 shares of our common stock at a conversion price of $0.50 per share, of which, 51,967 shares have not been certificated and are included in common stock to be issued on the September 30, 2018, balance sheet presented herein. On July 1, 2018, the Company recorded the issuance of 30,000 of common stock for legal services. The shares were certificated on October 25, 2018. On September 30, 2018, the company recorded the issuance of 650,000 shares of common stock pursuant to a consulting agreement. The shares were certificated on October 25, 2018. As of September 30, 2018, the Company has 290,000,000 shares of $0.001 par value common stock authorized and there are 28,076,302 shares of common stock issued and outstanding and 81,967 shares of common stock to be issued. Preferred stock As of September 30, 2018, 10,000,000 shares have been authorized as preferred stock, par value $0.001 (the “Preferred Stock”), which such Preferred Stock shall be issuable in such series, and with such designations, rights and preferences as the Board of Directors may determine from time to time. As of September 30, 2018, there are no shares of preferred stock issued and outstanding. Stock subscription receivable On February 9, 2018, the Company recorded a stock subscription receivable from its officers and directors of $7,600 related to the issuance of 7,600,000 shares of common stock.

SEGMENT REPORTING, GEOGRAPHICAL

SEGMENT REPORTING, GEOGRAPHICAL INFORMATION	9 Months Ended
	Sep. 30, 2018
Segment Reporting [Abstract]
SEGMENT REPORTING, GEOGRAPHICAL INFORMATION	NOTE 12 – SEGMENT REPORTING, GEOGRAPHICAL INFORMATION The Company operates in two geographic segments, the United States and Hong Kong. Set out below are the revenues, gross profits and total assets for each segment. Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Revenue: United States $ 53,730 $ -0- $ 126,566 $ -0- Hong Kong $ 3,466 $ -0- $ 48,320 $ 56,771 $ 57,196 $ -0- $ 174,886 $ 56,771 Gross Profit United States $ 28,230 $ -0- $ 69,616 $ -0- Hong Kong $ 3,476 $ -0- $ 10,952 $ 17,901 $ 31,706 $ -0- $ 80,568 $ 17,901 September 30, 2018 December 31, 2017 Total Assets: United States $ 1,031,009 $ 240,606 Hong Kong 2,282 31,375 Total Assets $ 1,033,291 $ 271,981

GOING CONCERN AND MANAGEMENT'S

GOING CONCERN AND MANAGEMENT'S PLANS	9 Months Ended
	Sep. 30, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]
GOING CONCERN AND MANAGEMENT'S PLANS	NOTE 13 – GOING CONCERN AND MANAGEMENT’S PLANS The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. At September 30, 2018, the Company had a stockholders’ deficit of $1,939,646 and a working capital deficit of $2,582,530. In addition, the Company has generated losses since inception. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern. Management’s Plans In April 2018, OZOP entered into and completed a share exchange agreement with the Company (see Note 1), a publicly traded company. As a public company, management believes it will be able to access the public equities market for fund raising for product development and regulatory approvals, sales and marketing and as we expand our distribution in the US market, we will need to meet increasing inventory requirements. The Company is currently offering through a Private Placement Memorandum (the “PPM”) a minimum of $50,000 and up to $3,000,000 of up to 6,000,000 units (a “Unit”), for a price of $0.50 per Unit (the “Purchase Price”) with each Unit consisting of one (1) share of Common Stock and a warrant (a “Warrant”) to purchase one (1) share of Common Stock, with each Warrant having a three year term and an exercise price of $1.00 per share of Common Stock. On October 23, 2018, the Company approved a Subscription Agreement for 100,000 Units for $50,000 which was received on October 12, 2018.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2018
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 14 – SUBSEQUENT EVENTS On October 13, 2018, the Board of Directors of the Company authorized a Private Placement Memorandum (the “PPM”) offering of a minimum of $50,000 and up to $3,000,000 of up to 6,000,000 units (a “Unit”), for a price of $0.50 per Unit (the “Purchase Price”) with each Unit consisting of one (1) share of Common Stock and a warrant (a “Warrant”) to purchase one (1) share of Common Stock, with each Warrant having a three year term and an exercise price of $1.00 per share of Common Stock. On October 23, 2018, the Company approved a Subscription Agreement for 100,000 Units for $50,000 which was received on October 12, 2018. On October 19, 2018, the Company entered into a consulting agreement (the “Consulting Agreement”) with Draper Inc., a Nevada corporation (“Draper”). Pursuant to the Consulting Agreement the Company agreed to engage Draper as an independent consultant and Draper agreed to provide the Company with consulting services. In exchange for the services to be provided by Draper pursuant to the Consulting Agreement, the Company agreed to pay Draper a total of 1,800,000 unregistered shares of the Company’s $0.001 par value per share, common stock, with 450,000 shares to be issued upon execution of the Consulting Agreement, and with 150,000 shares be issued and delivered each month at the beginning of the fourth month to the beginning of the twelve month, until the total amount of shares is issued. Either party can terminate the Consulting Agreement by giving 30 days written notice to the other party. On October 19, 2018, the Company entered into a securities purchase agreement (the “SPA”) with Power Up Lending Group Ltd., a Virginia corporation (the “Investor”), pursuant to which the Company agreed to issue a 12% Convertible Promissory Note, (the “Note”) in the principal amount of $78,000 in exchange for a purchase price of $78,000. The Note matures 12 months after the date of issuance. The Note is convertible into shares of the Company’s common stock beginning on the date which is 180 days from the issuance date of the Note, at a conversion price equal to 65% multiplied by the average of the lowest two trading prices during the 15 trading day period ending on the last completed trading date in the OTC Markets prior to the date of conversion, provided, however, that the Investor may not convert the Note to the extent that such conversion would result in the Investor’s beneficial ownership being in excess of 4.99% of the Company’s issued and outstanding common stock together with all shares owned by the Investor and its affiliates. Note carries a pre-payment penalty if the Note is paid off in 30, 60, 90,120,150, or 180 days following the issue date. The pre-payment penalty is based on the then outstanding principal at the time of pay off plus accrued and unpaid interest multiplied by 110%, 115%, 120%,125%,130%, and 135% respectively. After the expiration of 180 days following the issue date, the Company shall have no right of prepayment. On October 23, 2018, the Company received a conversion notice for the issuance of 19,138 shares of common stock for conversion of $15,000 of principal on the convertible note issued April 13, 2018. On October 24, 2018, the Company entered into a consulting agreement (the “Consulting Agreement”) with Jeffrey Patchen, (“Patchen”). Pursuant to the Consulting Agreement the Company agreed to engage Patchen as an independent consultant and Patchen agreed to provide the Company with consulting services for sixty (60) days. In exchange for the services to be provided by Patchen pursuant to the Consulting Agreement, the Company agreed to pay Patchen a total of 20,000 unregistered shares of the Company’s $0.001 par value per share, common stock. On October 29, 2018, the Company received a conversion notice for the issuance of 63,795 shares of common stock for conversion of $50,000 of principal on the convertible note issued April 13, 2018. The Company has evaluated subsequent events through the date the financial statements were issued. The Company has determined that there are no other such events that warrant disclosure or recognition in the financial statements, except as stated herein.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING PRONOUNCEMENTS (Policies)	9 Months Ended
	Sep. 30, 2018
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of September 30, 2018, and the results of operations and cash flows for the periods presented. The results of operations for the three and nine months ended September 30, 2018, are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited condensed consolidated financial statements should be read in conjunction with the financial statements and related notes thereto included in the Company’s Current Report on Form 8-K/A filed on June 29, 2018. The unaudited condensed consolidated financial statements include the accounts of the Company and Ozop and its wholly owned subsidiaries Ozop LLC, Ozop HK and Spinus. All intercompany accounts and transactions have been eliminated in consolidation.
Emerging Growth Companies	Emerging Growth Companies The Company qualifies as an “emerging growth company” under the 2012 JOBS Act. Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. As an emerging growth company, the Company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company has elected to take advantage of the benefits of this extended transition period.
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 the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reported period. Actual results could differ from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all highly liquid investments with an original term of three months or less to be cash equivalents. These investments are carried at cost, which approximates fair value. Cash and cash equivalent balances may, at certain times, exceed federally insured limits
Sales Concentration and credit risk	Sales Concentration and credit risk Following is a summary of customers who accounted for more than ten percent (10%) of the Company’s revenues for the three and nine months ended September 30, 2018, and 2017, and their accounts receivable balance as of September 30, 2018: Sales % Three Months Ended September 30, 2018 Sales % Three Months Ended September 30, 2017 Sales % Nine Months Ended September 30, 2018 Sales % Nine Accounts receivable balance September 30, 2018 Customer A 93.9 % — 72.4 % — $ 42,787 Customer B 6.1 % — 27.6 % — — Customer C — — — 69.9 % — Customer D — — — 30.1 % —
Accounts Receivable	Accounts Receivable The Company records accounts receivable at the time products and services are delivered. An allowance for losses is established through a provision for losses charged to expenses. Receivables are charged against the allowance for losses when
Inventory	Inventory Inventory, consisting of finished goods, is valued at the lower of cost or net realizable value. Cost is determined using the first in first out (FIFO) method. Provision for potentially obsolete or slow-moving inventory is made based on management analysis or inventory levels and future sales forecasts. The Company has not recorded any loss during the periods presented.
Purchase concentration	Purchase concentration The principal purchases by the Company is comprised of finished goods that the Company sells to its customers. Following is a summary of suppliers who accounted for more than ten percent (10%) of the Company’s purchases for the three and nine months ended September 30, 2018, and 2017: Purchase % Three Months Ended September 30, 2018 Purchase % Three Months Ended September 30, 2017 Purchase % Nine Months Ended September 30, 2018 Purchase % Nine Supplier A 100 % — 60.4 % — Supplier B — — 39.6 % 100 % Management believes that other suppliers could provide similar raw materials on comparable terms. A change in suppliers, however, could cause a delay and a possible loss of sales, which would adversely affect the Company's business, financial position and results of operations.
Property, plant and equipment	Property, plant and equipment Property and equipment are stated at cost, and depreciation is provided by use of a straight-line method over the estimated useful lives of the assets. Office equipment The Company reviews property and equipment for potential impairment whenever events or changes in circumstances indicate that the carrying amounts of assets may not be recoverable. The estimated useful lives of property and equipment is as follows: September 30, 2018 December 31, 2017 Office equipment $ 6,885 $ 1,944 Less: Accumulated Depreciation (1,629 ) (621 ) Property and Equipment, Net $ 5,256 $ 1,323 Depreciation expense was $573 and $1,008 for the three and nine months ended September 30, 2018, and $162 and $459 for the three and nine months ended September 30, 2017.
Intangible Assets	Intangible Assets Intangible assets primarily represent legal costs and filings associated with obtaining patents on the Company’s new discoveries. The Company amortizes these costs over the shorter of the legal life of the patent or its estimated economic life using the straight-line method. The Company evaluates long-lived assets for impairment whenever events or changes in circum
Revenue Recognition	Revenue Recognition Effective January 1, 2018, the Company adopted ASC 606 — Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from the commercial sales of products, licensing agreements and contracts to perform pilot studies by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied. For the comparative periods, revenue has not been adjusted and continues to be reported under ASC 605 — Revenue Recognition. Under ASC 605, revenue is recognized when the following criteria are met: (1) persuasive evidence of an arrangement exists; (2) the performance of service has been rendered to a customer or delivery has occurred; (3) the amount of fee to be paid by a customer is fixed and determinable; and (4) the collectability of the fee is reasonably assured. There was no impact on the Company’s financial statements as a result of adopting Topic 606 for the three and nine months ended September 30, 2018 and 2017.
Advertising and Marketing Expenses	Advertising and Marketing Expenses The Company expenses advertising and marketing costs as incurred. For the three and nine months ended September 30, 2018, the Company recorded $7,321 and $42,676 of advertising and marketing expenses, and $18,520 and $19,474 for the three and nine months ended September 30, 2017.
Research and Development	Research and Development Costs and expenses that can be clearly identified as research and development are charged to expense as incurred. For the three and nine months ended September 30, 2018, the Company recorded $47,657 and $58,222 of research and development expenses and $116,405 and $200,642 for the three and nine months ended September 30, 2017, respectively.
Convertible Instruments	Convertible Instruments The Company evaluates and accounts for conversion options embedded in convertible instruments in accordance with ASC 815, Derivatives and Hedging Activities. Applicable GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The Company accounts for convertible instruments (when it has been determined that the embedded conversion options should not be bifurcated from their host instruments) as follows: The Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption. The Company accounts for the conversion of convertible debt when a conversion option has been bifurcated using the general extinguishment standards. The debt and equity linked derivatives are removed at their carrying amounts and the shares issued are measured at their then-current fair value, with any difference recorded as a gain or loss on extinguishment of the two separate accounting liabilities.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The Company measures assets and liabilities at fair value based on an expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assu mptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level. The following are the hierarchical levels of inputs to measure fair value: • Level 1 - Observable inputs that reflect quoted market prices in active markets for identical assets or liabilities. • Level 2 - Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means. • Level 3 - Unobservable inputs reflecting the Company's assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available. The carrying amounts of the Company's financial assets and liabilities, such as cash, prepaid expenses, other current assets, accounts payable and accrued expenses, certain notes payable and notes payable - related party, approximate their fair values because of the short maturity of these instruments. The following table represents the Company’s financial instruments that are measured at fair value on a recurring basis as of September 30, 2018, for each fair value hierarchy level: September 30, 2018 Derivative Total Level I $ — $ — Level II $ — $ — Level III $ 1,002,530 $ 1,002,530
Income Taxes	Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. 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 that includes the enactment date. A valuation allowance on deferred tax assets is established when management considers it is more likely than not that some portion or all of the deferred tax assets will not be realized. Tax benefits from an uncertain tax position are only recognized if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate resolution. Interest and penalties related to unrecognized tax benefits are recorded as incurred as a component of income tax expense. The Company has not recognized any tax benefits from uncertain tax positions for any of the reporting periods presented.
Foreign Currency Translation	Foreign Currency Translation The accounts of the Company's Hong Kong subsidiary are maintained in Hong Kong dollars and the accounts of the U.S. companies are maintained in USD. The accounts of the Hong Kong subsidiary were translated into USD in accordance with Accounting Standards Codification ("ASC") Topic 830, Foreign Currency Matters. According to Topic 830, all assets and liabilities were translated at the exchange rate on the balance sheet date; stockholders' equity is translated at historical rates and statement of comprehensive income items are translated at the weighted average exchange rate for the period. The resulting translation adjustments are reported under other comprehensive income in accordance with ASC Topic 220, Comprehensive Income. Gains and losses resulting from the foreign currency transactions are reflected in the statements of comprehensive income. Relevant exchange rates used in the preparation of the unaudited condensed consolidated financial statements are as follows for the periods ended September 30, 2018 and December 31, 2017 (Hong Kong dollar per one U.S. dollar): September 30, 2018 December 31, 2017 Balance sheet date .1276 .1280 Average rate for unaudited condensed statements of operations and comprehensive loss .1275 .1283
Earnings (Loss) Per Share	Earnings (Loss) Per Share The Company computes net loss per share in accordance with FASB ASC 260, “Earnings per Share.” ASC 260 requires presentation of both basic and diluted earnings per share (EPS) on the face of the statement of operations. Basic EPS is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including stock options, using the treasury stock method, and convertible notes and stock warrants, using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options, warrants and conversion of convertible notes. Diluted EPS excludes all dilutive potential common shares if their effect is anti-dilutive.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, “Leases (Topic 842).” Under this guidance, an entity is required to recognize right-of-use assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. This guidance 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. This guidance 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 is currently evaluating the impact of the adoption of this standard will have on our consolidated financial statements. In January 2017, the FASB issued ASU 2017-01, “ Business Combinations (Topic 805) Clarifying the Definition of a Business With the exception of the new standard discussed above, there have been no other recent accounting pronouncements or changes in accounting pronouncements during the nine months ended September 30, 2018, that are of significance or potential significance to the Company.

ORGANIZATION (Tables)

ORGANIZATION (Tables)	9 Months Ended
	Sep. 30, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Purchase price allocation of acquisition	Purchase Price Allocation Fair value of consideration issued $ 250,000 Liabilities assumed 532,289 Total purchase consideration $ 782,289 Assets acquired $ 543,138 Intellectual Property/Technology 239,151 $ 782,289

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING PRONOUNCEMENTS (Tables)	9 Months Ended
	Sep. 30, 2018
Accounting Policies [Abstract]
Concentration risk and accounts receivable balance	Sales % Three Months Ended September 30, 2018 Sales % Three Months Ended September 30, 2017 Sales % Nine Months Ended September 30, 2018 Sales % Nine Accounts receivable balance September 30, 2018 Customer A 93.9 % — 72.4 % — $ 42,787 Customer B 6.1 % — 27.6 % — — Customer C — — — 69.9 % — Customer D — — — 30.1 % — Purchase % Three Months Ended September 30, 2018 Purchase % Three Months Ended September 30, 2017 Purchase % Nine Months Ended September 30, 2018 Purchase % Nine Supplier A 100 % — 60.4 % — Supplier B — — 39.6 % 100 %
Property and equipment	September 30, 2018 December 31, 2017 Office equipment $ 6,885 $ 1,944 Less: Accumulated Depreciation (1,629 ) (621 ) Property and Equipment, Net $ 5,256 $ 1,323
Financial instruments that are measured at fair value on a recurring basis	September 30, 2018 Derivative Total Level I $ — $ — Level II $ — $ — Level III $ 1,002,530 $ 1,002,530
Relevant exchange rates used	September 30, 2018 December 31, 2017 Balance sheet date .1276 .1280 Average rate for unaudited condensed statements of operations and comprehensive loss .1275 .1283

INTANGIBLE ASSETS (Tables)

INTANGIBLE ASSETS (Tables)	9 Months Ended
	Sep. 30, 2018
Goodwill and Intangible Assets Disclosure [Abstract]
Patents	September 30, 2018 December 31, 2017 Patents and trademarks $ 163,183 $ 149,783 License rights 489,151 — Accumulated amortization (14,706 ) (8,088 ) Net carrying amount $ 637,628 $ 141,695

CONVERTIBLE NOTES PAYABLE (Tabl

CONVERTIBLE NOTES PAYABLE (Tables)	9 Months Ended
	Sep. 30, 2018
Debt Disclosure [Abstract]
Summary of convertible note balance	September 30, 2018 December 31, 2017 Principal balance $ 934,625 $ 735,500 Unamortized discount (587,687 ) -0- Ending balance, net 346,938 $ 735,500

DERIVATIVE LIABILITIES (Tables)

DERIVATIVE LIABILITIES (Tables)	9 Months Ended
	Sep. 30, 2018
Notes to Financial Statements
Summary of activity related to derivative liabilities	Beginning balance $ -0- Issued during period 1,897,705 Converted (659,981 ) Change in fair value recognized in operations (235,194 ) Ending balance $ 1,002,530

NOTES PAYABLE (Tables)

NOTES PAYABLE (Tables)	9 Months Ended
	Sep. 30, 2018
Debt Disclosure [Abstract]
Note payables outstanding	September 30, 2018 December 31, 2017 Note payable, interest at 8%, matures September 6, 2018, in default $ 330,000 $ 370,000 Other, due on demand 2,805 — Total notes payable $ 332,805 $ 370,000

RELATED PARTY TRANSACTIONS (Tab

RELATED PARTY TRANSACTIONS (Tables)	9 Months Ended
	Sep. 30, 2018
Related Party Transactions [Abstract]
Expenses to officers	Three months ended Nine months ended 2018 2017 2018 2017 CEO, parent $ 30,000 $ 30,000 $ 90,000 $ 90,000 CEO, subsidiary 30,000 30,000 90,000 90,000 COO 30,000 30,000 90,000 90,000 CFO 30,000 — 90,000 — Total $ 120,000 $ 90,000 $ 360,000 $ 270,000
Amounts owed to officers, included in accounts payable and accrued expenses, related party	September 30, 2018 December 31, 2017 CEO, parent $ 101,683 $ 46,631 CEO, subsidiary 73,248 -0- COO 226,905 158,381 CFO 43,561 15,000 Total $ 445,397 $ 220,012

INCOME TAXES (Tables)

INCOME TAXES (Tables)	9 Months Ended
	Sep. 30, 2018
Income Tax Disclosure [Abstract]
Reconciliation of effective income tax rate	Nine Months Ended September 30, 2018 2017 Pre-tax loss $ (1,462,467 ) $ (855,588 ) U.S. federal corporate income tax rate 21 % 35 % Expected U.S. income tax credit (307,118 ) (299,456 ) Tax rate difference between U.S. and foreign operations 3,745 65,888 Change of valuation allowance 303,373 233,568 Effective tax expense $ — $ —
Deferred tax assets	September 30, 2018 December 31, 2017 Net operating losses carried forward $ 471,455 $ 306,000 Less: Valuation allowance (471,455 ) (306,000 ) Net deferred tax assets $ — $ —

SEGMENT REPORTING, GEOGRAPHIC_2

SEGMENT REPORTING, GEOGRAPHICAL INFORMATION (Tables)	9 Months Ended
	Sep. 30, 2018
Segment Reporting [Abstract]
Revenues, gross profits and total assets for each segment	Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Revenue: United States $ 53,730 $ -0- $ 126,566 $ -0- Hong Kong $ 3,466 $ -0- $ 48,320 $ 56,771 $ 57,196 $ -0- $ 174,886 $ 56,771 Gross Profit United States $ 28,230 $ -0- $ 69,616 $ -0- Hong Kong $ 3,476 $ -0- $ 10,952 $ 17,901 $ 31,706 $ -0- $ 80,568 $ 17,901 September 30, 2018 December 31, 2017 Total Assets: United States $ 1,031,009 $ 240,606 Hong Kong 2,282 31,375 Total Assets $ 1,033,291 $ 271,981

ORGANIZATION - Purchase price a

ORGANIZATION - Purchase price allocation of acquisition (Details)	9 Months Ended
	Sep. 30, 2018USD ($)
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Fair value of consideration issued	$ 250,000
Liabilities assumed	532,289
Total purchase consideration	782,289
Assets acquired	543,138
Intellectual Property/Technology	239,151
Total	$ 782,289

ORGANIZATION (Details Narrative

ORGANIZATION (Details Narrative) - USD ($)	Apr. 13, 2018	Feb. 16, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Repurchase of common stock, shares	2,000,000
Repurchase of common stock, purchase price	$ 350,000
Spinus membership interest acquired		100.00%
Spinus acquisition, Company shares issued		5,000,000
Spinus acquisition, obligation to a third party assumed		$ 250,000

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING PRONOUNCEMENTS - Concentration risk and accounts receivable balance (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Customer A
Concentration risk	93.90%		72.40%
Accounts receivable balance	$ 42,787		$ 42,787
Customer B
Concentration risk	6.10%		27.60%
Accounts receivable balance
Customer C
Concentration risk				69.90%
Accounts receivable balance
Customer D
Concentration risk			30.10%
Accounts receivable balance
Supplier A
Concentration risk	100.00%		60.40%
Supplier B
Concentration risk			39.60%	100.00%

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING PRONOUNCEMENTS - Property and equipment (Details) - USD ($)	Sep. 30, 2018	Dec. 31, 2017
Accounting Policies [Abstract]
Office equipment	$ 6,885	$ 1,944
Less: Accumulated Depreciation	(1,629)	(621)
Property and Equipment, Net	$ 5,256	$ 1,323

SUMMARY OF SIGNIFICANT ACCOUN_6

SUMMARY OF SIGNIFICANT ACCOUNTING PRONOUNCEMENTS - Financial instruments that are measured at fair value on a recurring basis (Details) - USD ($)	Sep. 30, 2018	Dec. 31, 2017
Derivative liabilities	$ 1,002,530
Level I
Derivative liabilities
Level II
Derivative liabilities
Level III
Derivative liabilities	$ 1,002,530

SUMMARY OF SIGNIFICANT ACCOUN_7

SUMMARY OF SIGNIFICANT ACCOUNTING PRONOUNCEMENTS - Relevant exchange rates used (Details)	Sep. 30, 2018	Dec. 31, 2017
Balance sheet date
Exchange rate used, Hong Kong dollar per one U.S. dollar	.1276	.128
Average rate for unaudited condensed statements of operations and comprehensive loss
Exchange rate used, Hong Kong dollar per one U.S. dollar	.1275	.1283

SUMMARY OF SIGNIFICANT ACCOUN_8

SUMMARY OF SIGNIFICANT ACCOUNTING PRONOUNCEMENTS (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Accounting Policies [Abstract]
Depreciation expense	$ 573	$ 162	$ 1,008	$ 459
Advertising and marketing expenses	7,321	18,520	42,676	19,474
Research and development expenses	$ 47,657	$ 116,405	$ 58,222	$ 200,642

INTANGIBLE ASSETS - Patents (De

INTANGIBLE ASSETS - Patents (Details) - USD ($)	Sep. 30, 2018	Dec. 31, 2017
Goodwill and Intangible Assets Disclosure [Abstract]
Patents and trademarks	$ 163,183	$ 149,783
License rights	489,151
Accumulated amortization	(14,706)	(8,088)
Net carrying amount	$ 637,628	$ 141,695

INTANGIBLE ASSETS (Details Narr

INTANGIBLE ASSETS (Details Narrative) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2018
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expense	$ 2,206	$ 6,618

CONVERTIBLE NOTES PAYABLE - Sum

CONVERTIBLE NOTES PAYABLE - Summary of convertible note balance (Details) - USD ($)	Sep. 30, 2018	Dec. 31, 2017
Debt Disclosure [Abstract]
Principal balance	$ 934,625	$ 735,500
Unamortized discount	(587,687)
Ending balance, net	$ 346,938	$ 735,500

CONVERTIBLE NOTES PAYABLE (Deta

CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2018	Dec. 31, 2017
2017 Notes
Proceeds received		$ 710,000
March 2018 Note
Convertible promissory notes, amount		50,000
Proceeds received		$ 50,000
Notes
Initial debt discount	$ 620,075
Interest expense	14,000
Initial derivative liability	634,075
Amortization of debt discounts charged to interest expense	385,688
Conversion of convertible debt, principal converted	570,500
Conversion of convertible debt, accrued interest converted	$ 19,857
Conversion of convertible debt, shares issued	1,180,768
Outstanding principal balance of note	$ 215,000
Carrying value of note
Note Issued Pursuant to Securities Purchase Agreement
Convertible promissory notes, amount	442,175
Proceeds received	350,000
Original issue discount	57,675
Principal payments made on note	97,800
Initial debt discount	407,675
Interest expense	408,280
Initial derivative liability	815,955
Amortization of debt discounts charged to interest expense	208,805
Outstanding principal balance of note	344,375
Carrying value of note	111,005
Unamortized discounts on note	233,370
Note Issued Pursuant to Securities Purchase Agreement (2)
Convertible promissory notes, amount	339,250
Proceeds received	280,000
Original issue discount	44,250
Principal payments made on note	19,000
Initial debt discount	280,000
Interest expense	112,403
Initial derivative liability	392,403
Amortization of debt discounts charged to interest expense	30,155
Outstanding principal balance of note	320,250
Carrying value of note	11,155
Unamortized discounts on note	309,095
Note Issued Pursuant to Securities Purchase Agreement (3)
Convertible promissory notes, amount	55,000
Proceeds received	50,000
Original issue discount	5,000
Initial debt discount	50,000
Interest expense	5,272
Initial derivative liability	55,272
Amortization of debt discounts charged to interest expense	9,778
Outstanding principal balance of note	55,000
Carrying value of note	9,778
Unamortized discounts on note	$ 45,222

DERIVATIVE LIABILITIES - Summar

DERIVATIVE LIABILITIES - Summary of activity related to derivative liabilities (Details)	9 Months Ended
	Sep. 30, 2018USD ($)
Notes to Financial Statements
Beginning balance
Issued during period	1,897,705
Converted	(659,981)
Change in fair value recognized in operations	(235,194)
Ending balance	$ 1,002,530

DERIVATIVE LIABILITIES (Details

DERIVATIVE LIABILITIES (Details Narrative)	Jun. 30, 2018	Apr. 13, 2018	Sep. 30, 2018
Notes to Financial Statements
Risk-free interest rate, minimum	2.36%	1.06%	1.89%
Risk-free interest rate, maximum	2.56%	1.28%	2.59%
Volatility, minimum	64.00%	140.00%	75.00%
Volatility, maximum	72.00%	260.00%	81.00%

NOTES PAYABLE - Note payables o

NOTES PAYABLE - Note payables outstanding (Details) - USD ($)	Sep. 30, 2018	Dec. 31, 2017
Debt Disclosure [Abstract]
Note payable, interest at 8%, matures September 6, 2018, in default	$ 330,000	$ 370,000
Other, due on demand	2,805
Total notes payable	$ 332,805	$ 370,000

RELATED PARTY TRANSACTIONS - Ex

RELATED PARTY TRANSACTIONS - Expenses to officers (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Expenses to officers	$ 120,000	$ 90,000	$ 360,000	$ 270,000
CEO, parent
Expenses to officers	30,000	30,000	90,000	90,000
CEO, subsidiary
Expenses to officers	30,000	30,000	90,000	90,000
COO
Expenses to officers	30,000	30,000	90,000	90,000
CFO
Expenses to officers	$ 30,000		$ 90,000

RELATED PARTY TRANSACTIONS - Am

RELATED PARTY TRANSACTIONS - Amounts owed to officers, included in accounts payable and accrued expenses, related party (Details) - USD ($)	Sep. 30, 2018	Dec. 31, 2017
Due to related party	$ 445,397	$ 220,012
CEO, parent
Due to related party	101,683	46,631
CEO, subsidiary
Due to related party	73,248
COO
Due to related party	226,905	158,381
CFO
Due to related party	$ 43,561	$ 15,000

LICENSE FEE PAYABLE (Details Na

LICENSE FEE PAYABLE (Details Narrative)	Feb. 16, 2018USD ($)
Notes to Financial Statements
Spinus acquisition, obligation to a third party assumed	$ 250,000

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details Narrative)	1 Months Ended
	Sep. 30, 2018USD ($)shares
Commitments and Contingencies Disclosure [Abstract]
Monthly payment pursuant to consulting agreement | $	$ 8,500
Shares to be issued pursuant to consulting agreement | shares	650,000

INCOME TAXES - Reconciliation o

INCOME TAXES - Reconciliation of effective income tax rate (Details) - USD ($)	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
Income Tax Disclosure [Abstract]
Pre-tax loss	$ (1,462,467)	$ (855,588)
U.S. federal corporate income tax rate	21.00%	35.00%
Expected U.S. income tax credit	$ (307,118)	$ (299,456)
Tax rate difference between U.S. and foreign operations	3,745	65,888
Change of valuation allowance	303,373	233,568
Effective tax expense

INCOME TAXES - Deferred tax ass

INCOME TAXES - Deferred tax assets (Details) - USD ($)	Sep. 30, 2018	Dec. 31, 2017
Income Tax Disclosure [Abstract]
Net operating losses carried forward	$ 471,455	$ 306,000
Less: Valuation allowance	(471,455)	(306,000)
Net deferred tax assets

INCOME TAXES (Details Narrative

INCOME TAXES (Details Narrative)	Sep. 30, 2018USD ($)
United States
Net operating loss carryforwards	$ 1,803,000
Hong Kong
Net operating loss carryforwards	$ 562,000

STOCKHOLDERS' EQUITY (Details N

STOCKHOLDERS' EQUITY (Details Narrative)	9 Months Ended
	Sep. 30, 2018USD ($)$ / sharesshares
Equity [Abstract]
Common stock sold, shares	500,000
Common stock sold, price per share | $ / shares	$ .50
Common stock sold, proceeds received | $	$ 250,000
Conversion of convertible debt, aggregate principal and accrued interest | $	$ 590,357
Conversion of convertible debt, shares issued	1,180,768
Conversion of convertible debt, conversion price | $ / shares	$ .50
Common stock issued for legal services, shares	30,000
Common stock issued pursuant to consulting agreement, shares	650,000

SEGMENT REPORTING, GEOGRAPHIC_3

SEGMENT REPORTING, GEOGRAPHICAL INFORMATION - Revenues, gross profits and total assets for each segment (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017
Revenue	$ 57,196		$ 174,886	$ 56,771
Gross Profit	31,706		80,568	17,901
Total Assets	1,033,291		1,033,291		$ 271,981
United States
Revenue	53,730		126,566
Gross Profit	28,230		69,616
Total Assets	1,031,009		1,031,009		240,606
Hong Kong
Revenue	3,466		48,320	56,771
Gross Profit	3,476		10,952	$ 17,901
Total Assets	$ 2,282		$ 2,282		$ 31,375

GOING CONCERN AND MANAGEMENT'_2

GOING CONCERN AND MANAGEMENT'S PLANS (Details Narrative) - USD ($)	Sep. 30, 2018	Dec. 31, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Stockholders' deficit	$ (1,939,646)	$ (1,255,462)
Working capital deficit	$ (2,582,530)

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - USD ($)	Aug. 29, 2018	Aug. 24, 2018	Aug. 23, 2018	Aug. 19, 2018	Aug. 13, 2018
Subsequent Events [Abstract]
Subscription Agreement, proceeds received					$ 50,000
Unregistered shares to be paid pursuant to consulting agreement		20,000		1,800,000
Convertible note issued pursuant to SPA, principal amount				$ 78,000
Convertible note issued pursuant to SPA, purchase price				$ 78,000
Conversion of common stock, shares issued	63,795		19,138
Conversion of common stock, principal converted	$ 50,000		$ 15,000