Mitesco (MITI) 10-Q/A 16 Mar 17 2016 Q3 Quarterly report (amended) Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2016	Mar. 16, 2017
Document And Entity Information
Entity Registrant Name	True Nature Holding, Inc.
Entity Central Index Key	802,257
Document Type	10-Q
Document Period End Date	Sep. 30, 2016
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		17,216,894
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2,016

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Sep. 30, 2016	Dec. 31, 2015
Current assets
Cash		$ 28,185
Prepaid expenses and other current assets	3,750	17,000
Total current assets	3,750	45,185
TOTAL ASSETS	3,750	45,185
Current liabilities
Accounts payable	539,220	414,463
Accounts payable-related party	77,284
Promissory Note, Net	61,484
Accrued interest	28,155	14,918
Accrued liabilities	520,210	13,325
Convertible Note, currently in default	122,167	122,167
Convertible note payable, Net	60,000
Total current liabilities	1,408,520	564,873
TOTAL LIABILITIES	1,408,520	564,873
Commitments and Contingencies (Note 12)
STOCKHOLDERS' (DEFICIT) EQUITY
Preferred stock, $0.01 par value - 10,000,000 share authorized, none issued and outstanding as of September 30, 2016 and December 31, 2015
Common stock, $0.01 par value - 500,000,000 share authorized, 16,786,666 shares issued and outstanding at September 30, 2016 and 11,765,000 shares issued and outstanding at December 31, 2015	167,867	117,650
Additional paid-in capital	4,057,941	3,917
Stock Payable	47,681
Accumulated deficit	(5,678,259)	(641,255)
Total Stockholders' (Deficit) Equity	(1,404,770)	(519,688)
TOTAL LIABILTIES AND STOCKHOLDERS' EQUITY	$ 3,750	$ 45,185

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2016	Dec. 31, 2015
Statement of Financial Position [Abstract]
Preferred stock par value	$ 0.01	$ 0.01
Preferred stock shares authorized	10,000,000	10,000,000
Preferred stock shares issued	0	0
Preferred stock shares outstanding	0	0
Common stock par value	$ 0.01	$ 0.01
Common stock shares authorized	500,000,000	500,000,000
Common stock shares issued	16,786,666	11,765,000
Common stock shares outstanding	16,786,666	11,765,000

Unaudited Consolidated Statemen

Unaudited Consolidated Statements of Operations and Comprehensive Loss - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Operating Expenses:
Selling, general and administrative	$ 2,143,463		$ 4,655,818
Total operating expenses	2,143,463		4,655,818
Operating Loss from Continuing Operations	(2,143,463)		(4,655,818)
Other Income (Expense)
Interest expense	(109,919)		(174,857)
Loss on debt extinguishment	(16,329)		(206,329)
Total other income (expense)	(126,248)		(381,186)
Net Loss From Continuing Operations	(2,269,711)		(5,037,004)
Discontinued Operations:
Net Loss from discontinued operations, net of tax		(481,120)		(1,803,316)
Other comprehensive gain, net of tax		9,096		21,904
Comprehensive Loss from Discontinued Operations		(472,024)		(1,781,412)
Net Loss	(2,269,711)	(481,120)	(5,037,004)	(1,803,316)
Comprehensive Net Loss	$ (2,269,711)	$ (472,024)	$ (5,037,004)	$ (1,781,412)
Net Loss from Continuing Operations Per Share - Basic and Diluted	$ (0.17)		$ (0.40)
Net Loss from Discontinued Operations Per Share - Basic and Diluted		(0.79)		(3.19)
Net Loss Per Share - Basic and Diluted	$ (0.17)	$ (0.79)	$ (0.40)	$ (3.19)
Weighted Average Number of Shares Outstanding During the Period - Basic and Diluted	13,203,132	605,394	12,653,300	564,462

Unaudited Consolidated Stateme5

Unaudited Consolidated Statements of Changes in Stockholders' Deficit - 9 months ended Sep. 30, 2016 - USD ($)	Preferred Shares	Common Shares	Additional Paid in Capital	Stock Payable	Accumulated Deficit	Total
Balance beginning at Dec. 31, 2015		$ 117,650	$ 3,917		$ (641,255)	$ (519,688)
Balance beginning, Shares at Dec. 31, 2015		11,765,000				11,765,000
Sales of common stock, net of issuance cost		$ 1,200	49,800			$ 51,000
Sales of common stock, net of issuance cost, Shares		120,000
Shares issued as stock based compensation		$ 34,200	3,190,915	47,681		3,272,796
Shares issued as stock based compensation, Shares		3,420,000
Common stock issued for conversion of convertible note payable		$ 4,000	116,000			120,000
Common stock issued for conversion of convertible note payable, Shares		400,000
Common stock issued upon conversion of accounts payable		$ 10,667	569,333			580,000
Common stock issued upon conversion of accounts payable, Shares		1,066,666
Common stock and warrants issued for debt discount		$ 150	118,601			118,751
Common stock and warrants issued for debt discount, Shares		15,000
Beneficial conversion feature			9,375			9,375
Net loss from continuing operations					(5,037,004)	(5,037,004)
Balance ending at Sep. 30, 2016		$ 167,867	$ 4,057,941	$ 47,681	$ (5,678,259)	$ (1,404,770)
Balance ending, Shares at Sep. 30, 2016		16,786,666				16,786,666

Condensed Consolidated Statemen

Condensed Consolidated Statement of Cash Flows - USD ($)	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Cash Flows from Operating Activities:
Net Loss	$ (5,037,004)	$ (1,803,316)
Adjustments to reconcile net loss to net cash used in operating activities:
Loss from discontinued operations		1,803,316
Debt discount amortization	157,947
Loss on conversion of debt to common shares	16,329
Stock based compensation expense	3,272,796
Loss on conversion of accounts payable to shares	190,000
Change in operating assets and liabilities:
Prepaid expenses and other assets	13,250
Accounts payable	514,757
Accounts payable-related party	77,284
Accrued liabilities	506,885
Accrued interest	16,909
Net Cash Used in Operating Activities	(270,847)
Cash Flows from Investing Activities:
Purchase of fixed assets
Net Cash Used In Investing Activities
Cash Flows from Financing Activities:
Proceeds from promissory notes	98,000
Payments on promissory notes	(66,338)
Proceeds from convertible promissory notes	160,000
Sale of common stock, net of issuance costs	51,000
Net Cash Provided by Financing Activities	242,662
Discontinued Operations:
Operating activities		(274,317)
Investing activities		(90,897)
Financing activities		403,000
Net Increase (Decrease) in Cash and Cash Equivalents for Discontinued Operations		37,786
Net Increase in Cash and Cash Equivalents for Continuing Operations	(28,185)
Cash, Beginning of Period	28,185	14,119
Cash, End of Period		51,905
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for interest
Non-cash Investing and Financing Transactions:
Beneficial conversion feature	9,375
Conversion of debt to common stock shares	103,671	142,514
Conversion of accounts payable to common shares	390,000
Discount related to issuance of debentures, warrants and convertible notes	$ 118,750	$ 274,122

Description of Business

Description of Business	9 Months Ended
	Sep. 30, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Business	Note 1 – Description of Business True Nature Holding, Inc. is executing on a business plan to acquire a series of businesses which specialize in compounding pharmacy activities, largely direct to consumers, doctors and veterinary professionals. True Nature Holding, Inc. (the “Company”), previously known as Trunity Holdings, Inc., became a publicly-traded company through a reverse merger with Brain Tree International, Inc., a Utah corporation (“BTI”). Trunity Holdings, Inc. was the parent company of the prior educational business, named Trunity, Inc., which was formed on July 28, 2009 through the acquisition of certain intellectual property by its three founders. On December 31, 2015, the Company completed the restructuring and spin-out of the educational business.

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2016
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 2 – Summary of Significant Accounting Policies Basis of Presentation - The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information, with the instructions to Form 10-Q and with Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required for complete financial statements. In the opinion of management, these consolidated financial statements contain all normal recurring adjustments considered necessary for a fair presentation of the Company’s financial position at September 30, 2016, the results of operations for the three months and nine months ended September 30, 2016 and 2015, and cash flows for the three months and nine months ended September 30, 2016 and 2015. The results for the three and nine months ended September 30, 2016 are not necessarily indicative of the results to be expected for the full year. These statements should be read in conjunction with the Company’s audited consolidated financial statements and management’s discussion and analysis included in the Company’s annual report on Form 10-K for the year ended December 31, 2015. In addition, refer to Note 5 regarding the spin-out of the educational business and related discontinued operations classification pertaining to the fiscal 2015 period. Common stock share and per share amounts in these financial statements have been retroactively adjusted for the effects of a 1 for 101 reverse stock split that occurred in January 2016. Use of Estimates - The preparation of these financial statements requires our management to make estimates and assumptions about future events that affect the amounts reported in the financial statements and related notes. Future events and their effects cannot be determined with absolute certainty. Therefore, the determination of estimates requires the exercise of judgment. Restatements Per Share Data - Basic loss per share is computed by dividing net loss by the weighted average number of common shares outstanding for the year. Diluted loss per share is computed by dividing net loss by the weighted average number of common shares outstanding plus common stock equivalents (if dilutive) related to warrants, options and convertible instruments. The Company has excluded all common equivalent shares outstanding for warrants, options and convertible instruments to purchase common stock from the calculation of diluted net loss per share because all such securities are antidilutive for the periods presented. As of September 30, 2016, the Company had 142,652 warrants, 1,067,879 options, 135,037 potential shares which may be issued resulting from the provisions of convertible notes, respectively. As of September 30, 2015, the Company had 77,640 warrants, 67,483 options, 316,721 potential shares which may be issued resulting from the provisions of convertible notes, respectively. Accounts Receivable - The accounts receivable balance primarily includes amounts due from customers the Company has invoiced or from third-party providers (e.g., insurance companies and governmental agencies), but for which payment has not been received. Accounts receivable are stated at the invoiced amount and are unsecured and require no collateral. Charges to bad debt are based on both historical write-offs and specifically identified receivables. Inventories - Inventories are stated at the lower of cost or market. Cost is determined on a first-in, first-out basis. The Company evaluates the carrying value of inventories on a regular basis, based on the price expected to be obtained for products in their respective markets compared with historical cost. In addition, the Company also regularly evaluates its inventories for excess quantities and obsolescence (expiration), taking into account such factors as historical and anticipated future sales or use in production compared to quantities on hand and the remaining shelf life of products and active pharmaceutical ingredients on hand. Write-downs of inventories are considered to be permanent reductions in the cost basis of inventories. Property and Equipment, net - Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed generally on a straight-line basis over the estimated useful lives of the assets. The cost of leasehold improvements are amortized either over the life of the improvement or the lease term, whichever is shorter. Significant improvements are capitalized and disposed or replaced property is written off. Maintenance and repairs are charged to expense in the period they are incurred. When items of property or equipment are sold or retired, the related cost and accumulated depreciation are removed from the accounts, and any gain or loss is included in earnings. Business Combinations - The Company accounts for business combinations by recognizing the assets acquired, liabilities assumed, contractual contingencies, and contingent consideration at their fair values on the acquisition date. The purchase price allocation process requires management to make significant estimates and assumptions, especially with respect to intangible assets, estimated contingent consideration payments and pre-acquisition contingencies. Examples of critical estimates in valuing certain of the intangible assets the Company has acquired or may acquire in the future include but are not limited to future expected cash flows from product sales, support agreements, consulting contracts, other customer contracts; and discount rates utilized in valuation estimates. Unanticipated events and circumstances may occur that may affect the accuracy or validity of such assumptions, estimates or actual results. Additionally, any change in the fair value of the acquisition-related contingent consideration subsequent to the acquisition date, including changes from events after the acquisition date, such as changes in our estimates of relevant revenue or other targets, will be recognized in earnings in the period of the estimated fair value change. A change in fair value of the acquisition-related contingent consideration or the occurrence of events that cause results to differ from our estimates or assumptions could have a material effect on the consolidated financial position, statements of operations or cash flows in the period of the change in the estimate. Goodwill and Intangible Assets - Goodwill represents the excess of the purchase price over the fair value of assets acquired and liabilities assumed. The Company accounts for goodwill and intangibles under ASC Topic 350, Intangibles – Goodwill and Other, which does not permit amortization, but requires the Company to test goodwill and other indefinite-lived assets for impairment annually or whenever events or circumstances indicate impairment may exist. Recently Issued Accounting Standards -In May 2014, the FASB issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers . This updated guidance supersedes the current revenue recognition guidance, including industry-specific guidance. The updated guidance introduces a five-step model to achieve its core principal of the entity recognizing revenue to depict the transfer of goods or services to customers at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The updated guidance is effective for interim and annual periods beginning after December 15, 2016, and early adoption is not permitted. In July 2015, the FASB decided to delay the effective date of ASU 2014-09 until December 15, 2017. The FASB also agreed to allow entities to choose to adopt the standard as of the original effective date. The Company is currently evaluating which transition method it will adopt and the expected impact of the updated guidance, but does not believe the adoption of the updated guidance will have a significant impact on its consolidated financial statements. In July 2015, the FASB issued ASU No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory , requiring that inventory be measured at the lower of cost and net realizable value. Net realizable value is defined as estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. This ASU is effective for annual periods beginning on or after December 15, 2016, including interim periods within those annual periods. The Company is currently evaluating the impact, if any, that the adoption of this guidance will have on its financial position, results of operations, cash flows and/or disclosures. In August 2014, the FASB issued new accounting guidance which defines management’s responsibility to assess an entity’s ability to continue as a going concern, and to provide related footnote disclosures in certain circumstances. This guidance will be effective for annual periods ending after December 15, 2016 and interim periods within annual periods beginning after December 15, 2016. Early adoption is permitted for annual or interim reporting periods for which the financial statements have not previously been issued. The Company is currently evaluating the new guidance and has not determined the impact this standard may have on its consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases , which requires the lease rights and obligations arising from lease contracts, including existing and new arrangements, to be recognized as assets and liabilities on the balance sheet. ASU 2016-02 is effective for reporting periods beginning after December 15, 2018 with early adoption permitted. While the Company is still evaluating ASU 2016-02, the Company expects the adoption of ASU 2016-02 to have a material effect on the Company’s consolidated balance sheets and results of operations due to the recognition of the lease rights and obligations as assets and liabilities. The Company does not expect ASU 2016-02 to have a material effect on the Company’s cash flows. In March 2016, the FASB issued ASU 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting , which addresses certain aspects of accounting for share-based payment award transactions. This guidance will be effective in the first quarter of fiscal year 2017 and early adoption is permitted. The Company is currently evaluating the impact that this guidance will have on its consolidated financial statements.

Financial Condition and Going C

Financial Condition and Going Concern	9 Months Ended
	Sep. 30, 2016
Financial Condition and Going Concern [Abstract]
Financial Condition and Going Concern	Note 3 – Financial Condition and Going Concern As of September 30, 2016, the Company had cash on hand of $0 and current liabilities of $1,408,520 and has incurred a loss from operations. True Nature Holding’s principal operations is the acquisition of compounding pharmacy companies. The Company’s activities are subject to significant risks and uncertainties, including failing to secure additional funding to execute its business plan. As a result of these factors, there is substantial doubt about the ability of the Company to continue as a going concern. The Company’s continuance is dependent on raising capital and generating revenues sufficient to sustain operations. The Company believes that the necessary capital will be raised and has entered into discussions to do so with certain individuals and companies. However, as of the date of these consolidated financial statements, no formal agreement exists. The accompanying consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts classified as liabilities that might be necessary should the Company be forced to take any such actions.

Spin-Out and Discontinued Opera

Spin-Out and Discontinued Operations	9 Months Ended
	Sep. 30, 2016
Discontinued Operations and Disposal Groups [Abstract]
Spin-Out and Discontinued Operations	Note 4 – Spin-Out and Discontinued Operations On December 31, 2015, the Company completed the restructuring and spin-out of its software educational business, resulting in True Nature Holding, Inc. becoming purely focused on acquiring a series of compounding pharmacy businesses, largely direct to consumers, doctors and veterinary professionals. The results of the operations associated with the spin-out company and Trunity Holdings, Inc., qualifies as discontinued operations as of and for the three and nine month periods ended September 30, 2015. The results of operations associated with discontinued operations were as follows: Three Months Ended Nine Months Ended September 30, September 30, 2015 2015 Net Sales $ 206,004 $ 391,141 Cost of sales 111,569 201,591 Gross Profit 94,435 189,550 Operating Expenses: Research and development 172,289 553,938 Selling, general and administrative 221,560 706,421 Total operating expenses 393,849 1,260,359 Operating Loss from Discontinued Operations (299,414 ) (1,070,809 ) Other Expense: Other expense, net (181,706 ) (732,507 ) Net Loss from Discontinued Operations $ (481,120 ) $ (1,803,316 ) Other Comprehensive Loss Net of Tax: Foreign currency translation adjustments 9,096 21,904 Comprehensive Loss from Discontinued Operations $ (472,024 ) $ (1,781,412 ) Our educational business was fully disposed of in December 2015. As a result, there were no assets or liabilities of discontinued operations as of December 31, 2015 or in subsequent periods.

Acquisition and Subsequent Deco

Acquisition and Subsequent Deconsolidation of P3 Compounding	9 Months Ended
	Sep. 30, 2016
Business Combinations [Abstract]
Acquisition and Subsequent Deconsolidation of P3 Compounding	Note 5 - Acquisition and Subsequent Deconsolidation of P3 Compounding On April 29, 2016, the Company entered into definitive documents to acquire P3 Compounding of Georgia, LLC, (“P3”). P3 received Georgia Board of Pharmacy approval for the transaction at the end of June 2016 and the transaction closed effective June 30, 2016. However, during the following 90 days, as the Company did not gain effective control of the P3 business, we entered into an agreement on September 30, 2016, with the owners to deconsolidate the operations and return the assets and liabilities to the former owners. After the deconsolidation, the entity which holds the assets is not a related party of the Company. The acquisition transaction was accounted for as a business combination and recorded as of June 30, 2016. Consideration for the transaction was structured as follows: 1) An interest-free note for $150,000 with no interest to be paid in full via wire transfer on the maturity date of August 16, 2016. This note had not been satisfied at the time of the deconsolidation, and was cancelled. 2) $425,000 convertible note with a term of 12 months and a 6% interest rate, with the first installment due June 1, 2016, and convertible into common stock of True Nature at a rate of $1.25 per share (which is 340,000 shares of common stock). This note was converted into 340,000 shares of restricted common stock valued at $1,183,200. These shares remain the property of the holders. 3) A $425,000 convertible note with no interest, which automatically converted 340,000 shares of common stock with a fair value of $261,800 based on the closing price of the True Nature’s common stock on June 30, 2016. This note was cancelled. In addition, Mr. Casey Gaetano, a former owner of P3, received an employment contract with True Nature for 3 years as VP of Corporate Development, at an annual salary of $125,000, plus normal benefits commensurate with other executives in the Company of equal stature. He also received in second quarter 2016, 125,000 shares valued at $435,000 based on the closing market price on the date of grant in exchange for becoming the Company’s VP of Corporate Development. No cash consideration was paid under this agreement, and it was fully cancelled without further obligation as a part of the deconsolidation transaction. The shares values at $435,000 were issued and will remain the property of Mr. Gaetano. As the company never attained full control of P3, in accordance with ASC 810 the business was deconsolidated from the company’s financials as of September 30, 2016. Allocation of Consideration Transferred The identifiable assets acquired and liabilities assumed were recognized and measured as of the acquisition date based on their estimated fair values as of June 30, 2016. The fair value of the transaction and related purchase price allocation was based on a third-party valuation obtained by the Company. The purchase includes all payables, receivables, cash on hand, inventory and all assets used in the operation of the business. The excess of the acquisition date fair value of consideration transferred over the estimated fair value of the net tangible assets and intangible assets acquired was recorded as goodwill. The estimated fair values of the assets acquired and liabilities assumed at the acquisition date based on a fair value acquisition price pertaining to the consideration provided above. The fair value of intangible assets related to customer relationships was $151,273 based on a useful life of 7 years and goodwill was valued at $561,340. As the Company did not obtain effective control, these assets and liabilities were deconsolidated effective September 30, 2016. Loss from Deconsolidation As the Company did not obtain effective control of the P3 business, the Company deconsolidated the business effective September 30, 2016 in accordance with ASC 810 and the disclosures herein were also made in accordance with ASC 810. As a result, the Company recorded a loss from deconsolidation of $1,724,200, based on the fair value of shares issued of $1,618,200 and liabilities retained from the transaction of $106,000; the loss from deconsolidation is included within selling, general and administrative expenses for the nine-month period ended September 30, 2016.

Related Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2016
Related Party Transactions [Abstract]
Related Party Transactions	Note 6 – Related Party Transactions On September 27, 2016 the Company accepted the resignations of its former Chairman & CFO, and former CEO. the former CFO had a consulting agreement in the amount of $10,000 per month for professional fees and was paid $30,000 and $56,000, respectively during the three and nine months ending September 30, 2016. The Company’s former CEO had an employment agreement effective June 7, 2016 that would have paid him a monthly salary in the amount of $12,500 per month for remainder of 2016, $17,500 per month for the calendar year of 2017, $22,500 per month for the calendar year of 2018 and $25,000 per month for the calendar year of 2019. No payments have been made to the former CEO during the three and nine months ending September 30, 2016. Both of these agreements were fully cancelled and the Company has no further obligation to either going forward. Further, the former CFO has agreed to return for cancellation 2,000,000 of his shares of restricted common stock, and to use 100,000 shares to settle an obligation to a former employee. The former CEO had been awarded options for the purchase of 1,000,000 shares of restricted common stock, which were all cancelled in conjunction with his resignation. On January 25, 2016 two board members were each awarded 100,000 of shares of the Company in exchange for their services as board members. The shares were valued at $145,000 based on the closing market price on the date of grant. On April 25, 2016 a board member was awarded 100,0000 shares of the Company in exchange for his services on the board and 1,000,000 non-qualified stock options for his position as CEO. The stock options were subsequently cancelled in conjunction with his resignation on September 23, 2016, and 100,000 shares of restricted common stock valued at $47,680, based on the closing market price on the date of grant, in conjunction with the cancellation of all amounts owed as of the date of his resignation. On May 25, 2016, a board member was awarded 100,000 shares, valued at $235,000, based on the closing market price on the date of grant, from the Company in exchange for his services on the board. On September 23, 2016, the Company appointed three (3) new directors to the Board of Directors, and each received 100,000 shares, each valued at $27,990, based on the closing market price on the date of grant, of restricted common stock in conjunction with their appointment. In addition, a shareholder of the Company has a consulting agreement in the amount of $10,000 per month for professional fees and was paid $30,000 and $48,645 during the three and nine months ended September 30, 2016, respectively. As of December 31, 2015, $17,000 was classified as a prepaid asset in the consolidated balance sheets related to the prepayment of consulting fees. No amounts were prepaid as of September 30, 2016. The shareholder and the Company have agreed to terminate their agreement with the Company as of September 30, 2016. In consideration of all amounts owed, the Company has issued 966,666, valued at $290,000 based on the closing market price on the date of grant, restricted common stock, and the consultant has cancelled $290,000 in amounts owed. The amounts owed consist of a) $80,000 in advances to the Company, or obligations paid to the Company, b) $120,000 in consulting fees owed and c) reimbursement of $90,000 of costs related to the formation of Newco4pharmacy, LLC, which was acquired by the Company in December 2015.

Debt

Debt	9 Months Ended
	Sep. 30, 2016
Debt Disclosure [Abstract]
Debt	Note 7 – Debt Convertible Promissory Notes On March 18, 2016, the Company issued a 12% Convertible Promissory Note (the “Convertible Note A”) in the principal amount of $60,000 to the Lender. Pursuant to the terms of the Convertible Note A, on the date thereof, the Company issued the Convertible Note A to the Lender and, as consideration therefor, the Lender paid the Company in cash the full principal amount of the Convertible Note A. Upon issuance, the lender was awarded 15,000 restricted common shares valued at $18,750 based on the closing market price on the issuance date, as an origination fee which have certain registration rights. The Company issued an additional 15,000 shares, valued at $4,050 based on the closing market price on the date of grant, restricted common stock to the Lender on September 30, 2016 in conjunction with the renewal and extension of the note. Pursuant to the terms of the Convertible Note A, the Company is obligated to pay monthly installments of not less than $1,000 the first of each month commencing the month following the execution of this note until its full maturity on September 16, 2016 at which time the Company is obligated to repay the full principal amount of the Convertible Note A. The Convertible Note A is convertible by the holder at any time into shares of the Company’s common stock at an effective conversion price of $1.00 and throughout the duration of this Convertible Note the holder has the right to participate in any and other financing the Company may engage in with the same terms and option as all other investors. The Company allocated the face value of the Convertible Note A to the shares and the note based on relative fair values, and the amount allocated to the shares of $18,750 was recorded as a discount against the note. The beneficial conversion feature of $9,375 was recorded as a debt discount with an offsetting entry to additional paid-in capital decreasing the note payable and increasing debt discount. The debt discount is being amortized to interest expense over the term of the debt. As of September 30, 2016, the carrying value of this Convertible Note A was $60,000 and accrued interest expense of $3,906. For the nine months ended September 30, 2016, debt discount amortization related to the Convertible Note A was $28,125 and its related interest expense was $3,906. On May 19, 2016, the Company issued a 10% Convertible Promissory Note (the “Convertible Note B”) in the principal amount of $100,000 to the Lender. Pursuant to the terms of the Convertible Note B, on the date thereof, the Company issued the Convertible Note B to the Lender and, as consideration therefor, the Lender paid the Company in cash the full principal amount of the Convertible Note B. Upon issuance the lender was awarded 66,666 warrants to purchase common stock of the Company at an exercise price of $2.50 for a term of twenty-four month. The warrants were valued at $103,086 with $100,000 as a debt discount; the additional $3,086 was expensed as additional interest expense. The debt discount was fully amortized during the nine months ending September 30, 2016. This obligation, including all warrants, penalties and interest due was cancelled as of September 30, 2016 in consideration of the issuance of 400,000 shares of restricted common stock valued at $120,000. At the time of conversion, the note about was $100,000 and total accrued interest was $3,671. Therefore, as a result of the conversion, a loss of $16,329 recognized in the nine months ended September 30, 2016. Short-term Loan As a result of the acquisition of P3 Compounding of Georgia, LLC the Company had a short-term loan with a loan agency for a principal amount of $52,000 for the purchase of future sales and credit card receivables of P3. Under the terms of the receivable purchase agreement, the Company purchased an advance of $50,000 plus $2,000 for origination costs with a 10.5% daily interest rate to be repaid over 160 days at a repayment amount of $451.75 per day. Upon maturity, on October 24, 2016, of the loan the total repayment amount will be $72,280. As of September 30, 2016, the carrying value of this short term loan was $26,925. For the three and nine months ended September 30, 2016, no interest expense related to this loan was recorded in the Company’s consolidated financial statements as the effective date of acquisition was the last day of the quarter. The origination fee and interest were recorded as debt discount on the date of issuance in the amount of $22,280 and $18,938 was amortized during the period ended September 30, 2016. On July 11, 2016, the Company entered into a short term loan with a loan agency for the principal amount of $48,000. Under the terms of the loan, the Company will make daily payments of $434.38 for a term of 160 for a total repayment amount of $69,500. As of September 30, 2016, the carrying value of this loan was $45,175. The origination fee and interest were recorded as debt discount on the date of issuance in the amount of $21,500 and $10,884 was amortized during the period ended September 30, 2016. August 2014 Convertible Debentures (Series C) In fiscal 2015, all debentures issued by Trunity Holdings, Inc. to fund the former educational business were eligible to participate in a debt conversion; however, one debenture holder that was issued a Series C Convertible Debenture (the “Series C Debenture”) in August 2014 with an aggregate face value of $100,000 in exchange for the cancellation of Series B Convertible Debentures with a carrying value of $110,833 did not convert. The Series C Debenture accrues interest at an annual rate of 10%, matured on October 31, 2015, and is convertible into the Company’s common stock at a conversion rate of $20.20 per share. The holders of the Series C Debenture also received warrants to acquire 4,950 shares post-split of common stock for an exercise price of $20.20 per share, exercisable over five years. The former educational business in fiscal 2014 allocated the face value of the Series C Debenture to the warrants and the debentures based on its relative fair values, and allocated to the warrants, which was recorded as a discount against the Series C Debenture, with an offsetting entry to additional paid-in capital. The discount was fully expensed in fiscal 2014 upon execution of the new debentures. As of September 30, 2016, the carrying value of this Series C Debenture was $110,833 and accrued interest expense of $21,649. For the nine months ended September 30, 2016, interest expense related to the Debenture was $8,312, respectively. This note is currently in default. November 2014 Convertible Debentures (Series D) In fiscal 2015, all debentures issued by Trunity Holdings, Inc. to fund the former educational business were eligible to participate in a debt conversion however one debenture holder that was issued a Series D Convertible Debenture (the “Series D Debenture”) in November 2014 with an aggregate face value of $10,000 in exchange for the cancellation of Series B Convertible Debenture with a carrying value of $11,334 that did not participate in the debt conversion restructuring. The Series D Debenture accrues interest at an annual rate of 12%, matured on October 31, 2015, and is convertible into the Company’s common stock at a conversion rate of $16.67 per share. The holders of the Series D Debenture also received warrants to acquire 495 shares post-split of common stock for an exercise price of $20.20 per share, exercisable over five years. The former educational business in fiscal 2014 allocated the face value of the Series D Debenture to the warrants and the debentures based on their relative fair values, and allocated to the warrants, which was recorded as a discount against the Series D Debenture, with an offsetting entry to additional paid-in capital. The discount was fully expensed in fiscal 2014 upon execution of the new debentures. As of September 30, 2016, the carrying value of the Series D Debenture was $11,333 and accrued interest expense of $2,601. For the nine months ended September 30, 2016, interest expense related to the Debenture was $1,020. This note is currently in default.

Stockholders' Deficit

Stockholders' Deficit	9 Months Ended
	Sep. 30, 2016
Stockholders' Equity Note [Abstract]
Stockholders' Deficit	Note 8 – Stockholders’ Deficit Sale of Common Stock – During the nine months ended September 30, 2016, the Company raised gross proceeds of $60,000 through the sale of 120,000 shares of common stock to accredited investors in private placement transactions at a price of $0.50 per share. The Company incurred $9,000 of securities issuance costs representing commissions paid to broker-dealers who assisted with these transactions. Shares for Stock Based Compensation – During the nine months ended September 30, 2016, in connection with services rendered, the Company issued 3,420,000 restricted shares of the Company’s common stock at valued $3,272,796 in exchange for services conducted on behalf of the Company. The value of these shares were based on the closing market price on the date of grant. Shares issued for convertible note payable issuance – As discussed in Note 8, during the nine months ended September 30, 2016, in connection with conversion of a six-month convertible promissory note, the Company issued 15,000 shares of the Company’s common stock with a fair value of $18,750 that was allocated based on the relative fair value of the note and associated shares. Shares issued for conversion of accounts payable - During the nine months ended September 30, 2016, the company, the company converted several accounts payable amounts to stock. The company issued 1,066,666 shares valued at $580,000 to settle the outstanding accounts payable. As a result of the settlements, a loss of $190,000 was recorded due to the fair value of the shares exceeding the fair value of accounts payable settled. On September 30, 2016, James McMurray, elected to convert his loan to the company of $100,000 and accrued interest into 400,000 shares of the Company. At the time of conversion, the note about was $100,000 and total accrued interest was $3,671. Therefore, as a result of the conversion, there was a loss of $16,329 recognized in the nine months ended September 30, 2016. Debt beneficial conversion feature for convertible note payable – During the nine months ended September 30, 2016, the Company raised gross proceeds of $60,000 pursuant to a Convertible Note Payable that allocated the face value of the Note to the shares and debt based on their relative fair values and, resulted in the recording of beneficial conversion features totaling $9,375 as a discount against the Notes, with an offsetting entry to additional paid-in capital. The discount is being amortized into interest expense over the term of the Note.

Stock Options

Stock Options	9 Months Ended
	Sep. 30, 2016
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Stock Options	Note 9 – Stock Options The Company has two Employee, Director and Consultant Stock Option Plans that were not terminated as a result of the fiscal 2015 restructuring of the Company and spin-out and have continued as part of the operations as detailed below. In fiscal 2015, the option pool pertaining to the 2009 Employee, Director and Consultant Stock Option Plan (the “2009 Plan”) was adjusted for a 1 for 101 stock split due to the spin-out and restructuring plan, resulting in an authorized option pool of 18,152. Stock options typically vest over a three-year period and have a life of ten years from the date granted. As of September 30, 2016, there were 3,610 shares available for future awards under this plan. In fiscal 2015, the option pool pertaining to the 2012 Employee, Director and Consultant Stock Option Plan (the “2012 Plan”) was adjusted for a 1 for 101 stock split due to the spin-out and restructuring plan, resulting in an authorized options pool of 74,257. Stock options typically vest over a three-year period and have a life of ten years from the date granted. As of September 30, 2016, there were 45,673 shares available for future awards under this plan. In addition, there are approximately 24,753 in options outstanding that were issued to a former CEO of spin-out Company in fiscal 2014. These options issued are outside of the 2009 and 2012 Plans. On June 1, 2016 Jim Driscoll was granted for his position as Chief Executive Officer (CEO) of the Company options to purchase up to 1,000,000 shares of Common Stock outside of the Company’s 2009 and 2012 stock option plans (the “Option Agreement”). These options covered 250,000 shares at an exercise price of $1.00 per share to be granted immediately and three additional tranches of 250,000 shares each at an exercise price of $1.50, $2.00 and $2.50 per share, respectively. The remaining three tranches will vest equally over the next three years with the first fully vesting on May 31, 2017 through May 31, 2019. The term of the options will be for a period of five years and may be exercised at any time as to the vested shares. These options were fully cancelled in conjunction with his resignation as of September 27, 2016. During the nine months ended September 30, 2016, the Company recorded stock compensation expense related to the options granted to Mr. Driscoll of $314,680. The grant-date fair value of options was estimated using the Black-Scholes option pricing model. The per share weighted average fair value of stock options granted for Mr. Driscoll was a range of $1.35-$1.76 and was determined using the following assumptions: expected price volatility is 80.39%, risk-free interest rate of 1.39%, zero expected dividend yield, and 4.0 years expected life of options. The expected term of options granted is based on the simplified method in accordance with Securities and Exchange Commission Staff Accounting Bulletin 107, and represents the period of time that options granted are expected to be outstanding. The Company makes assumptions with respect to expected stock price volatility based on the average historical volatility of peers with similar attributes. In addition, the Company determines the risk free rate by selecting the U.S. Treasury with maturities similar to the expected terms of grants, quoted on an investment basis in effect at the time of grant for that business day. As a result of the cancellation of these warrants, the Company has recovered $314,680 as resulted of the elimination of this reserve. As of September 30, 2016, unrecognized stock compensation expense related to unvested stock options under all Plans was $0. Total stock compensation expense recorded to selling, general and administrative expenses on the consolidated statements of operations and comprehensive for the nine month period ending September 30, 2016 related to the all Plans and options that vested during the period was $0. A summary of options issued, exercised and cancelled are as follows: Shares Weighted- Average Exercise Price ($) Weighted- Average Remaining Contractual Term Aggregate Intrinsic Value ($) Outstanding at December 31, 2015 67,879 $ 21.40 7.17 — Granted 1,000,000 1.75 5.00 — Cancelled (1,000,000 ) 1.75 5.00 — Outstanding at September 30, 2016 67,879 $ 21.40 6.42 — Exercisable at September 30, 2016 67,879 $ 21.40 6.42 —

Stock Warrants

Stock Warrants	9 Months Ended
	Sep. 30, 2016
Warrants and Rights Note Disclosure [Abstract]
Stock Warrants	Note 10 – Stock Warrants Subsequent to the restructuring of the Company and the spin-out, the Company had warrants to purchase common stock outstanding that were not terminated and have continued as part of the operations as detailed below. The warrants were adjusted for a 1 for 101 stock split due to the spin-out and restructuring plan as authorized. All warrants outstanding as of September 30, 2016 are scheduled to expire at various dates through 2019. A summary of warrants issued, exercised and expired are as follows: Shares Weighted- Average Exercise Price ($) Weighted- Outstanding at December 31, 2015 78,462 $ 29.55 3.43 Granted 66,666 2.50 2.00 Expired (2,475 ) 50.50 — Outstanding at September 30, 2016 142,653 $ 17.42 2.50 Exercisable at September 30, 2016 142,653 $ 17.42 2.50

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2016
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 11 – Commitments and Contingencies Legal National Council for Science and the Environment, Inc. v. Trunity Holdings, Inc., Case No. 2015 CA 009726 B, Superior Court for the District of Columbia, Civil Division. This action was filed on December 16, 2015 by the National Council for Science and the Environment, Inc. (“NCSE”) in the state court in the District of Columbia against Trunity Holdings, Inc. (“Trunity”) and alleges claims for Breach of Contract. Acknowledgement of Indebtedness and Settlement Agreement and Quantum Meruit arising out of an agreement entered into between NCSE and Trunity in 2014. The Complaint seeks damages in the amount of $177,270, inclusive of attorney’s fees, costs and accrued interest, continuing interest in the amount of 12% per annum and attorney’s fees and costs of collection relating to the case. The Company in its answer on January 27, 2016, denied the material allegations made by NCSE, asserted a number of affirmative defenses and filed a counterclaim alleging claims for fraud, negligent misrepresentation, breach of fiduciary duty, breach of contract and unjust enrichment. In its counterclaim, the Company will seek actual and compensatory damages against NCSE that it believes exceed the amount sought by NCSE on its claims, pre-judgment interest, punitive damages and all costs and expenses, including attorney’s fees, incurred by the Company in bringing its claims against NCSE. On September 23, 2016 the Company settled this obligation with an agreement to pay $48,500 to NCSE if paid by November 4, 2016, and $75,000 if paid later. The Company has not paid the amounts as of the date of this filing, and has recorded the obligation at $75,000. This amount, plus any related costs, including legal fees, shall be reimbursed by the spin-out company, Trunity, Inc., a Florida company.

Restatement

Restatement	9 Months Ended
	Sep. 30, 2016
Accounting Changes and Error Corrections [Abstract]
Restatement	Note 12 - Restatement During the third quarter of fiscal 2016, the Company discovered that it had incorrectly published the quarterly report without the auditor review and related adjustments. Our financial statements have thus been restated to recognize the related adjustments and review comments from the independent auditor. S ee below for the effect of the adjustments on the Company's previously filed financial statements as of and for the nine-month period ended September 30, 2016. CONSOLIDATED BALANCE SHEET As Filed Adjustments Restated ASSETS Prepaid expenses $ 8,223 $ (4,473 ) $ 3,750 Total current assets 8,223 (4,473 ) 3,750 TOTAL ASSETS $ 8,223 $ (4,473 ) $ 3,750 LIABILITIES & SHAREHOLDERS' (DEFICIT) Accounts payable $ 581,909 $ (42,689 ) $ 539,220 Accounts payable – related party — 77,284 77,284 Promissory note, net 82,508 (21,024 ) 61,484 Accrued interest 25,881 2,274 28,155 Accrued liabilities 351,593 168,617 520,210 Convertible notes, currently in default 122,167 — 122,167 Convertible note payable 60,000 — 60,000 TOTAL LIABILITIES 1,224,058 184,462 1,408,520 Preferred stock, $$0.01 par value - 10,000,000 share authorized, none issued and outstanding as of September 30, 2016 — — — Common stock, $0.01 par value - 500,000,000 share authorized, 16,786,666 shares issued and outstanding at September 30, 2016 148,867 19,000 167,867 Additional paid in capital 2,769,516 1,288,425 4,057,941 Stock payable — 47,681 47,681 Accumulated deficit (4,134,218 ) (1,544,041 ) (5,678,259 ) TOTAL SHAREHOLDERS' EQUITY (DEFICIT) (1,215,835 ) (188,935 ) (1,404,770 ) TOTAL LIABILITIES AND SHAREHOLDERS' (DEFICIT) $ 8,223 $ (4,473 ) $ 3,750 CONSOLIDATED STATEMENT OF OPERATIONS As Filed Adjustments Restated OPERATING EXPENSES Selling, general & administrative $ 3,105,573 $ 1,550,245 $ 4,655,818 TOTAL OPERATING EXPENSES 3,105,573 1,550,245 4,655,818 OPERATING LOSS (3,105,574 ) (1,550,245 ) (4,655,818 ) OTHER INCOME (EXPENSE) Interest expense (120,032 ) (54,825 ) (174,857 ) Loss on debt extinguishment (267,358 ) 61,029 (206,329 ) TOTAL OTHER INCOME (EXPENSE) (387,390 ) 6,204 (381,186 ) NET LOSS $ (3,492,964 ) $ (1,544,041 ) $ (5,037,004 ) Weighted number of common shares outstanding – basic and diluted 12,653,300 — 12,653,300 Net (loss) per share – basic and diluted $ (0.28 ) $ (0.12 ) $ (0.40 )

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2016
Subsequent Events [Abstract]
Subsequent Events	Note 13 – Subsequent Events On December 1, 2016, the Board approved the engagement of M&K CPAs, PLLC as the company’s independent registered public accounting firm for the purpose of auditing the company’s financial statements. This selection replaces Salberg & Company PA which had served in that role for an interim period of October 28, 2016 to November 28, 2016. The change in accountants did not result from any dissatisfaction with the quality of professional services rendered by Salberg. This change was driven solely from the need to reduce the overhead and operating cost of the company. The previous CEO, has agreed that any amounts owed under his employment contract including a previously issued warrant is cancelled including the vested warrants, and instead he will receive 200,000 restricted common shares (which includes 100,000 shares which had previously been acquired at $.20 per share). He will be issued a 90 day note payable by the Company in an amount equal to any real and actual expenses incurred, or amounts advanced, in conjunction with his activities at the Company, estimated at $30,000. On December 30, 2016, the Board of Directors of the Company issued 100,000 shares of restricted common stock to a consultant, who subsequently became the CEO and CFO of the Company as compensation for his contribution during the prior 90 days. This charge to earnings for this issuance was $19,000; On December 30, 2016, the Board of Directors issued 150,000 shares of restricted common stock in fulfillment of a Settlement Agreement with a former employee who had claimed his employment agreement had been breached upon his termination in September 2016. The charge to earnings for this issuance was $28,500, while an offsetting reduction in prior reserves related to potential litigation of $280,000 was recorded. On December 30, 2016, the Board voted to issue to the existing Board of Directors members 100,000 shares each of restricted common stock as additional compensation for services during the prior 90 days. Each of the recipients abstained from the vote on their issuance so as to not be voting on their own issuance, and did vote for the issuance to their fellow Board members. The charge to earnings for this issuance was $19,000, for each of the three (3) directors, or a total of $57,000. On January 24, 2017, the Board granted to a member of Board of Directors 25,000 shares of restricted common stock as consideration for advances against certain of the Company's expenses. The Member of the Board of Directors abstained from the vote as to not be voting on his own issuance. The charge to earnings for the issuance was $2,500. On January 25, 2017, the Board of Director appointed Christopher Knauf, age 44, as the Chief Executive Officer and Chief Financial Officer of the Company. From 2014 to present, Mr. Knauf served as a consultant for small to mid-size emerging growth companies, both public and private. From 2012 to 2014, he served as CEO/CFO of Built NY, Inc, a consumer products company based in New York, NY. Prior to that, from 2004 to 2012, Mr. Knauf was VP of Finance and Operations for the Consumer Products division of A+E Networks, Inc, a provider of television content worldwide. From 2002 to 2004, He was the CFO of Intermix, Inc, a New York, NY based apparel retailer. His education includes an MBA, Finance concentration, 1999, Fordham University, New York, NY, BS, Finance, 1995, Fairfield University, Fairfield, CT Mr. Knauf has been a consultant to the company from December 2016 to January 2017, where he has assisted with the financial reporting and other administrative functions. He was being compensated at a $2,000 per week, and is currently owed $26,000 at the time of his conversion to CEO. His fees have accrued and will be paid when the company achieves sufficient funding. Upon funding, he will become a full-time employee and his compensation will be a) a base salary of $100,000 per year, and b) a potential performance bonus, subject to Board approval, of up to $100,000. Effective immediately, he will receive a restricted stock grant of 500,000 shares of restricted common stock. The charge to earnings for the issuance was $50,000. The shares are subject to a reverse vesting that requires him to stay with the company for three (3) years (1/3 per year) and achieve certain management objectives in order to keep all of the shares. If he fails to remain for the duration or to achieve the management objectives, certain number of the shares will be cancelled. He will also participate in any other executive benefits programs that are made available to other executives of equal statue in the public holding company. On December 30, 2016, Mr. Knauf was awarded 100,000 shares of restricted stock by the Board of Directors as additional compensation for the services provided 2016. The charge to earnings for the issuance was $19,000. On February 7, 2017 Mr. James Czirr joined the Board of Directors. Mr. Czirr, age 62, most recently served as Chairman of the Board from 2009 to 2016 of Galectin Therapeutics, Inc. (NASDAQ:GALT). He now sits on the Board as the representative for their Series B Preferred holders. He is a co-founder of 10X Fund, L.P. and is a managing member of 10X Capital Management LLC, the general partner of 10X Fund, L.P. Mr. Czirr served from 2005 to 2008 as Chief Executive Officer of Minerva Biotechnologies Corporation, a developer of nano particle bio chips to determine the cause of solid tumors; and was a consultant for Silver Bull Resources, Inc., (AMEX: SVBL), a mineral exploration company seeking to become a low-cost producer of zinc. Mr. Czirr received a B.B.A. degree from the University of Michigan. He shall receive the customary 100,000 shares of restricted common stock for their service. The cost to the Company for this issuance is $11,000. The same candidate offered to buy 200,000 shares of restricted common stock at the same time. The consideration for the sale was $22,000, reflecting the closing price of $.11 per share on that day. The transaction has no impact on earnings as the shares were priced at the same cost as the closing price on the date of the purchase. On February 14, 2017 the Board of Directors for True Nature Holding, Inc. authorized the issuance of restricted common stock to convert amounts owed to a shareholder for consulting services, cash advances and payment of invoices for the benefit of TNTY. This calculation is based on February 14, 2017 and at the market close of $0.14 per share; hereby converting the debts which are currently owed and equates to 258,657 shares, for a total cost to the Company of $36,211. This action hereby settles all outstanding past debts owed to the shareholder by TNTY up to February 14, 2017. On February 14, 2017 the Board of Directors for True Nature Holding, Inc. authorized the issuance of restricted common stock to convert amounts owed to a vendor. This calculation is based on February 14, 2017 and at the market close of $0.14 per share; hereby converting $20,000 of debt in outstanding legal fees and expenses which are currently owed as of January 31, 2017, to 142,857 shares, for a total cost to the Company of $20,000. On February 14, 2017 the Board authorized the issuance of restricted shares to convert the last 3 month’s salary ($4,000 per month for a total owed of $12,000) of 2016 owed to a Director serving as its Interim President. The price per share used was the closing price of $0.14 per share which equates to 85,714 shares of TNTY. This action hereby settles all outstanding past debts owed to the Director by TNTY up to February 14, 2017. On February 14, 2017, the Board of Director appointed Louis Deluca as the Chief Operating Officer of True Nature Holdings, Inc. Mr. Deluca, age 58, served as VP of Operations for Mondetta US, Inc. an online apparel designer and retailer, from 2015 to 2016. From 2012-2015, he served as the COO of The Ivory Company, a multichannel home décor retailer based in Atlanta, GA. From 2007 to present, Mr Deluca was the Founder and CEO of Marietta Sign Company, a manufacturer and designer of customer signage based in Atlanta, GA. From 1981 to 2007, he served as Director of Inventory Planning and Sourcing at The Home Depot. He received a Technical Drafting Certificate from Gwinnett Technical College in 1977 and studied Business Management at the University of Phoenix. Upon funding, Mr. Deluca will become a full-time employee and his compensation will be a) a base salary of $100,000 per year, and b) a potential performance bonus, subject to Board approval, of up to $100,000. Effective immediately, he will receive a restricted stock grant of 500,000 shares of restricted common stock. The charge to earnings for the issuance was $50,000. The shares are subject to a reverse vesting that requires him to stay with the company for three (3) years (1/3 per year) and achieve certain management objectives in order to keep all of the shares. If he fails to remain for the duration or to achieve the management objectives, certain number of the shares will be cancelled. He will also participate in any other executive benefits programs that are made available to other executives of equal statue in the public holding company. On February 14, 2017, the Board of Director appointed Susanne Leahy as the Chief Finance Officer of True Nature Holdings, Inc. Mr Christopher Knauf, will no longer be the Chief Finance Officer of the Company and will now serve solely as the Chief Executive Officer. Ms. Leahy, age 47, served as the SVP of Finance and Operations for Cinedigm (NASDAQ: CIDM) from 2012-2016. From 2000-2012, she served as VP of Finance and Operations for New Video group, a home entertainment distributor company based in New York NY. Ms. Leahy received a BS in Accounting from New York Institute of Technology in 1995. Upon funding, Ms. Leahy will become a full-time employee and her compensation will be a) a base salary of $100,000 per year, and b) a potential performance bonus, subject to Board approval, of up to $100,000. Effective immediately, she will receive a restricted stock grant of 500,000 shares of restricted common stock. The charge to earnings for the issuance was $50,000. The shares are subject to a reverse vesting that requires her to stay with the company for three (3) years (1/3 per year) and achieve certain management objectives in order to keep all of the shares. If she fails to remain for the duration or to achieve the management objectives, certain number of the shares will be cancelled. She will also participate in any other executive benefits programs that are made available to other executives of equal statue in the public holding company.

Summary of Significant Accoun20

Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2016
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation - The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information, with the instructions to Form 10-Q and with Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required for complete financial statements. In the opinion of management, these consolidated financial statements contain all normal recurring adjustments considered necessary for a fair presentation of the Company’s financial position at September 30, 2016, the results of operations for the three months and nine months ended September 30, 2016 and 2015, and cash flows for the three months and nine months ended September 30, 2016 and 2015. The results for the three and nine months ended September 30, 2016 are not necessarily indicative of the results to be expected for the full year. These statements should be read in conjunction with the Company’s audited consolidated financial statements and management’s discussion and analysis included in the Company’s annual report on Form 10-K for the year ended December 31, 2015. In addition, refer to Note 5 regarding the spin-out of the educational business and related discontinued operations classification pertaining to the fiscal 2015 period. Common stock share and per share amounts in these financial statements have been retroactively adjusted for the effects of a 1 for 101 reverse stock split that occurred in January 2016.
Use of Estimates	Use of Estimates - The preparation of these financial statements requires our management to make estimates and assumptions about future events that affect the amounts reported in the financial statements and related notes. Future events and their effects cannot be determined with absolute certainty. Therefore, the determination of estimates requires the exercise of judgment.
Restatements	Restatements
Per Share Data	Per Share Data - Basic loss per share is computed by dividing net loss by the weighted average number of common shares outstanding for the year. Diluted loss per share is computed by dividing net loss by the weighted average number of common shares outstanding plus common stock equivalents (if dilutive) related to warrants, options and convertible instruments. The Company has excluded all common equivalent shares outstanding for warrants, options and convertible instruments to purchase common stock from the calculation of diluted net loss per share because all such securities are antidilutive for the periods presented. As of September 30, 2016, the Company had 142,652 warrants, 1,067,879 options, 135,037 potential shares which may be issued resulting from the provisions of convertible notes, respectively. As of September 30, 2015, the Company had 77,640 warrants, 67,483 options, 316,721 potential shares which may be issued resulting from the provisions of convertible notes, respectively.
Accounts Receivable	Accounts Receivable - The accounts receivable balance primarily includes amounts due from customers the Company has invoiced or from third-party providers (e.g., insurance companies and governmental agencies), but for which payment has not been received. Accounts receivable are stated at the invoiced amount and are unsecured and require no collateral. Charges to bad debt are based on both historical write-offs and specifically identified receivables.
Inventories	Inventories - Inventories are stated at the lower of cost or market. Cost is determined on a first-in, first-out basis. The Company evaluates the carrying value of inventories on a regular basis, based on the price expected to be obtained for products in their respective markets compared with historical cost. In addition, the Company also regularly evaluates its inventories for excess quantities and obsolescence (expiration), taking into account such factors as historical and anticipated future sales or use in production compared to quantities on hand and the remaining shelf life of products and active pharmaceutical ingredients on hand. Write-downs of inventories are considered to be permanent reductions in the cost basis of inventories.
Property and Equipment, net	Property and Equipment, net - Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed generally on a straight-line basis over the estimated useful lives of the assets. The cost of leasehold improvements are amortized either over the life of the improvement or the lease term, whichever is shorter. Significant improvements are capitalized and disposed or replaced property is written off. Maintenance and repairs are charged to expense in the period they are incurred. When items of property or equipment are sold or retired, the related cost and accumulated depreciation are removed from the accounts, and any gain or loss is included in earnings.
Business Combinations	Business Combinations - The Company accounts for business combinations by recognizing the assets acquired, liabilities assumed, contractual contingencies, and contingent consideration at their fair values on the acquisition date. The purchase price allocation process requires management to make significant estimates and assumptions, especially with respect to intangible assets, estimated contingent consideration payments and pre-acquisition contingencies. Examples of critical estimates in valuing certain of the intangible assets the Company has acquired or may acquire in the future include but are not limited to future expected cash flows from product sales, support agreements, consulting contracts, other customer contracts; and discount rates utilized in valuation estimates. Unanticipated events and circumstances may occur that may affect the accuracy or validity of such assumptions, estimates or actual results. Additionally, any change in the fair value of the acquisition-related contingent consideration subsequent to the acquisition date, including changes from events after the acquisition date, such as changes in our estimates of relevant revenue or other targets, will be recognized in earnings in the period of the estimated fair value change. A change in fair value of the acquisition-related contingent consideration or the occurrence of events that cause results to differ from our estimates or assumptions could have a material effect on the consolidated financial position, statements of operations or cash flows in the period of the change in the estimate.
Goodwill and Intangible Assets	Goodwill and Intangible Assets - Goodwill represents the excess of the purchase price over the fair value of assets acquired and liabilities assumed. The Company accounts for goodwill and intangibles under ASC Topic 350, Intangibles – Goodwill and Other, which does not permit amortization, but requires the Company to test goodwill and other indefinite-lived assets for impairment annually or whenever events or circumstances indicate impairment may exist.
Recently Issued Accounting Standards	Recently Issued Accounting Standards -In May 2014, the FASB issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers . This updated guidance supersedes the current revenue recognition guidance, including industry-specific guidance. The updated guidance introduces a five-step model to achieve its core principal of the entity recognizing revenue to depict the transfer of goods or services to customers at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The updated guidance is effective for interim and annual periods beginning after December 15, 2016, and early adoption is not permitted. In July 2015, the FASB decided to delay the effective date of ASU 2014-09 until December 15, 2017. The FASB also agreed to allow entities to choose to adopt the standard as of the original effective date. The Company is currently evaluating which transition method it will adopt and the expected impact of the updated guidance, but does not believe the adoption of the updated guidance will have a significant impact on its consolidated financial statements. In July 2015, the FASB issued ASU No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory , requiring that inventory be measured at the lower of cost and net realizable value. Net realizable value is defined as estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. This ASU is effective for annual periods beginning on or after December 15, 2016, including interim periods within those annual periods. The Company is currently evaluating the impact, if any, that the adoption of this guidance will have on its financial position, results of operations, cash flows and/or disclosures. In August 2014, the FASB issued new accounting guidance which defines management’s responsibility to assess an entity’s ability to continue as a going concern, and to provide related footnote disclosures in certain circumstances. This guidance will be effective for annual periods ending after December 15, 2016 and interim periods within annual periods beginning after December 15, 2016. Early adoption is permitted for annual or interim reporting periods for which the financial statements have not previously been issued. The Company is currently evaluating the new guidance and has not determined the impact this standard may have on its consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases , which requires the lease rights and obligations arising from lease contracts, including existing and new arrangements, to be recognized as assets and liabilities on the balance sheet. ASU 2016-02 is effective for reporting periods beginning after December 15, 2018 with early adoption permitted. While the Company is still evaluating ASU 2016-02, the Company expects the adoption of ASU 2016-02 to have a material effect on the Company’s consolidated balance sheets and results of operations due to the recognition of the lease rights and obligations as assets and liabilities. The Company does not expect ASU 2016-02 to have a material effect on the Company’s cash flows. In March 2016, the FASB issued ASU 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting , which addresses certain aspects of accounting for share-based payment award transactions. This guidance will be effective in the first quarter of fiscal year 2017 and early adoption is permitted. The Company is currently evaluating the impact that this guidance will have on its consolidated financial statements.

Spin-Out and Discontinued Ope21

Spin-Out and Discontinued Operations (Tables)	9 Months Ended
	Sep. 30, 2016
Discontinued Operations and Disposal Groups [Abstract]
Results of operations associated with discontinued operations	The results of operations associated with discontinued operations were as follows: Three Months Ended Nine Months Ended September 30, September 30, 2015 2015 Net Sales $ 206,004 $ 391,141 Cost of sales 111,569 201,591 Gross Profit 94,435 189,550 Operating Expenses: Research and development 172,289 553,938 Selling, general and administrative 221,560 706,421 Total operating expenses 393,849 1,260,359 Operating Loss from Discontinued Operations (299,414 ) (1,070,809 ) Other Expense: Other expense, net (181,706 ) (732,507 ) Net Loss from Discontinued Operations $ (481,120 ) $ (1,803,316 ) Other Comprehensive Loss Net of Tax: Foreign currency translation adjustments 9,096 21,904 Comprehensive Loss from Discontinued Operations $ (472,024 ) $ (1,781,412 )

Stock Options (Tables)

Stock Options (Tables)	9 Months Ended
	Sep. 30, 2016
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Summary of options issued, exercised and cancelled	A summary of options issued, exercised and cancelled are as follows: Shares Weighted- Average Exercise Price ($) Weighted- Average Remaining Contractual Term Aggregate Intrinsic Value ($) Outstanding at December 31, 2015 67,879 $ 21.40 7.17 — Granted 1,000,000 1.75 5.00 — Cancelled (1,000,000 ) 1.75 5.00 — Outstanding at September 30, 2016 67,879 $ 21.40 6.42 — Exercisable at September 30, 2016 67,879 $ 21.40 6.42 —

Stock Warrants (Tables)

Stock Warrants (Tables)	9 Months Ended
	Sep. 30, 2016
Note 9 - Warrants to Purchase Common Stock
Summary of warrants issued, exercised and expired	A summary of warrants issued, exercised and expired are as follows: Shares Weighted- Average Exercise Price ($) Weighted- Outstanding at December 31, 2015 78,462 $ 29.55 3.43 Granted 66,666 2.50 2.00 Expired (2,475 ) 50.50 — Outstanding at September 30, 2016 142,653 $ 17.42 2.50 Exercisable at September 30, 2016 142,653 $ 17.42 2.50

Restatement (Tables)

Restatement (Tables)	9 Months Ended
	Sep. 30, 2016
Accounting Changes and Error Corrections [Abstract]
Schedule of adjusted Consolidated Balance Sheet and Statement of Operations	S ee below for the effect of the adjustments on the Company's previously filed financial statements as of and for the nine-month period ended September 30, 2016. CONSOLIDATED BALANCE SHEET As Filed Adjustments Restated ASSETS Prepaid expenses $ 8,223 $ (4,473 ) $ 3,750 Total current assets 8,223 (4,473 ) 3,750 TOTAL ASSETS $ 8,223 $ (4,473 ) $ 3,750 LIABILITIES & SHAREHOLDERS' (DEFICIT) Accounts payable $ 581,909 $ (42,689 ) $ 539,220 Accounts payable – related party — 77,284 77,284 Promissory note, net 82,508 (21,024 ) 61,484 Accrued interest 25,881 2,274 28,155 Accrued liabilities 351,593 168,617 520,210 Convertible notes, currently in default 122,167 — 122,167 Convertible note payable 60,000 — 60,000 TOTAL LIABILITIES 1,224,058 184,462 1,408,520 Preferred stock, $$0.01 par value - 10,000,000 share authorized, none issued and outstanding as of September 30, 2016 — — — Common stock, $0.01 par value - 500,000,000 share authorized, 16,786,666 shares issued and outstanding at September 30, 2016 148,867 19,000 167,867 Additional paid in capital 2,769,516 1,288,425 4,057,941 Stock payable — 47,681 47,681 Accumulated deficit (4,134,218 ) (1,544,041 ) (5,678,259 ) TOTAL SHAREHOLDERS' EQUITY (DEFICIT) (1,215,835 ) (188,935 ) (1,404,770 ) TOTAL LIABILITIES AND SHAREHOLDERS' (DEFICIT) $ 8,223 $ (4,473 ) $ 3,750 CONSOLIDATED STATEMENT OF OPERATIONS As Filed Adjustments Restated OPERATING EXPENSES Selling, general & administrative $ 3,105,573 $ 1,550,245 $ 4,655,818 TOTAL OPERATING EXPENSES 3,105,573 1,550,245 4,655,818 OPERATING LOSS (3,105,574 ) (1,550,245 ) (4,655,818 ) OTHER INCOME (EXPENSE) Interest expense (120,032 ) (54,825 ) (174,857 ) Loss on debt extinguishment (267,358 ) 61,029 (206,329 ) TOTAL OTHER INCOME (EXPENSE) (387,390 ) 6,204 (381,186 ) NET LOSS $ (3,492,964 ) $ (1,544,041 ) $ (5,037,004 ) Weighted number of common shares outstanding – basic and diluted 12,653,300 — 12,653,300 Net (loss) per share – basic and diluted $ (0.28 ) $ (0.12 ) $ (0.40 )

Summary of Significant Accoun25

Summary of Significant Accounting Policies (Details) - shares	1 Months Ended	9 Months Ended
	Jan. 31, 2016	Sep. 30, 2016	Sep. 30, 2015
Reverse spilit	1 for 101
Warrant [Member]
Reverse spilit		1 for 101
Antidilutive securities excluded from computation of earnings per share, amount		142,652	77,640
Options Held [Member]
Antidilutive securities excluded from computation of earnings per share, amount		1,067,879	67,483
Potential shares [Member]
Antidilutive securities excluded from computation of earnings per share, amount		135,037	316,721

Financial Condition and Going26

Financial Condition and Going Concern (Details) - USD ($)	Sep. 30, 2016	Dec. 31, 2015
Financial Condition and Going Concern [Abstract]
Cash		$ 28,185
Current liabilities	$ 1,408,520	$ 564,873

Spin-Out and Discontinued Ope27

Spin-Out and Discontinued Operations (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Discontinued Operations and Disposal Groups [Abstract]
Net Sales		$ 206,004		$ 391,141
Cost of sales		111,569		201,591
Gross Profit		94,435		189,550
Operating expenses:
Research and development		172,289		553,938
Selling, general and administrative		221,560		706,421
Total operating expenses		393,849		1,260,359
Operating Loss from Discontinued Operations		(299,414)		(1,070,809)
Other Expense:
Other expense, net		(181,706)		(732,507)
Net Loss from Discontinued Operations		(481,120)		(1,803,316)
Other Comprehensive Loss Net of Tax:
Foreign currency translation adjustments		9,096		21,904
Comprehensive Loss from Discontinued Operations		$ (472,024)		$ (1,781,412)

Acquisition and Subsequent De28

Acquisition and Subsequent Deconsolidation of P3 Compounding (Details) - USD ($)	6 Months Ended	9 Months Ended
	Jun. 30, 2016	Sep. 30, 2016
Goodwill	$ 561,430
Common stock shares issued price per share		$ 0.50
Loss on deconsolidation		$ 1,724,200
Fair value of shares issued deconsolidation		1,618,200
Liabilities retained		$ 106,000
Restricted Stock [Member]
Shares issued for services rendered		3,420,000
Value stock issued for services		$ 3,272,796
Restricted Stock [Member] | P3 Convertible Note [Member]
Conversion of convertible promissory note to common stock		340,000
Conversion of convertible promissory note common stock, value		$ 1,183,200
Restricted Stock [Member] | VP of Corporate Development [Member]
Shares issued for services rendered	125,000
Value stock issued for services	$ 435,000
Annual salary	125,000
Interest Free Note [Member]
Promissory note principal amount	$ 150,000
Maturity date	This note had not been satisfied at the time of the deconsolidation, and was cancelled.
P3 Convertible Note [Member]
Convertible Debentures, Face Value	$ 425,000
Number of common shares for conversion of convertible debt	340,000
Interest rate	6.00%
Debt instrument conversion price	$ 1.25
Interest Free Convertible Note [Member]
Convertible Debentures, Face Value	$ 425,000
Number of common shares for conversion of convertible debt	340,000
Maturity date	This note was cancelled.
Debt instrument conversion price	$ 1.25
Conversion of convertible promissory note common stock, value	$ 261,800
Customer Relationships [Member]
Fair Value	$ 151,273
Useful Life	7 years

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	1 Months Ended		3 Months Ended	9 Months Ended
	May 25, 2016	Jan. 25, 2016	Sep. 30, 2016	Sep. 30, 2016	Jun. 30, 2016	Dec. 31, 2015
Prepaid expenses - related party					$ 4,250
Total shares issued for amounts owed by company				966,666
Amounts owed and cancelled by consultant				$ 290,000
Amounts cancelled for advances				80,000
Amounts cancelled for consulting fees				120,000
Amounts cancelled for reimbursemetn of costs				90,000
Board Member [Member]
Shares issued for services rendered	100,000
Value stock issued for services	$ 235,000
Two Board Members [Member]
Shares issued for services rendered		100,000
Value stock issued for services		$ 145,000
Former CFO [Member]
Monthly professional fees				10,000
Professional fees paid			$ 30,000	56,000
Shares returned for cancellation			2,000,000
Shares used to settle obligation to former employee			100,000
Former CEO [Member]
Professional fees paid
Shares cancelled from stock options				1,000,000
Shares issued for cancellation of amounts owed				100,000
Shareholder [Member]
Monthly professional fees				$ 10,000
Professional fees paid			$ 30,000	48,645
Prepaid expenses - related party						$ 17,000
3 New Directors [Member]
Value stock issued for services				$ 27,990
Shares issued to each new director				100,000

Debt (Details)

Debt (Details) - USD ($)	Sep. 30, 2016	Mar. 18, 2016	Sep. 30, 2016	Sep. 30, 2015	Dec. 31, 2015	May 19, 2016
Options Granted			1,000,000
Weighted- Average Exercise Price, Granted			$ 1.75
Loss on conversion of debt to common shares			$ 16,329
Beneficial conversion feature			9,375
P3 Compounding of Georgia [Member]
Convertible promissory note principal amount	$ 52,000		52,000
Origination costs			$ 2,000
Interest rate			10.50%
Daily interest expense owed on note	452		$ 452
Total amount owed on note at maturity	72,280		72,280
Convertible Debentures, Carrying Value	26,925		26,925
Debt discount date of issuance	22,280		22,280
Debt discount amortization			18,938
Advance	$ 50,000		50,000
Warrant [Member]
Interest expense			3,086
Debt discount amortization			$ 100,000
Options Granted			66,666
Weighted- Average Exercise Price, Granted			$ 2.50
Value of warrants			$ 103,086
Convertible Promissory A Note [Member]
Convertible promissory note principal amount		$ 60,000
Convertible Debentures, Face Value		$ 18,750
Restricted common shares awarded	15,000	15,000
Value common shares issued	$ 4,050	$ 18,750
Interest rate		12.00%
Maturity date		Sep. 16, 2016
Debt instrument conversion price		$ 1
Convertible Debentures, Carrying Value	60,000		60,000
Accrued Interest	3,906		3,906
Debt discount amortization		$ 18,750
Obligated to pay monthly installments		$ 1,000
Convertible Promissory Note [Member]
Interest expense			3,906
Debt discount amortization			28,125
Convertible Promissory B Note [Member]
Convertible Debentures, Face Value	100,000		100,000			$ 100,000
Accrued Interest	3,671		$ 3,671
Shares issued for cancellation of debt to lender			400,000
Value of shares issued for cancellation of debt			$ 120,000
Loss on conversion of debt to common shares			16,329
Loan From Agency [Member]
Convertible promissory note principal amount	48,000		48,000
Short term loan	45,175		45,175
Debt discount date of issuance	21,500		21,500
Debt discount amortization			10,884
August 2014 Convertible Debentures (Series C) [Member]
Convertible Debentures, Face Value					$ 100,000
Interest rate					10.00%
Maturity date					Oct. 31, 2015
Debt instrument conversion price					$ 20.20
Warrants to purchase of common stock					4,950
Warrants to purchase of common stock exercise price					$ 20.20
Warrants to purchase of common stock term					5 years
Convertible Debentures, Carrying Value	110,833		110,833		$ 110,833
Accrued Interest	21,649		21,649
Interest expense			8,312
November 2014 Convertible Debentures (Series D) [Member]
Convertible Debentures, Face Value					$ 10,000
Interest rate					12.00%
Maturity date					Oct. 31, 2015
Debt instrument conversion price					$ 16.67
Warrants to purchase of common stock					495
Warrants to purchase of common stock exercise price					$ 20.20
Warrants to purchase of common stock term					5 years
Convertible Debentures, Carrying Value	11,333		11,333		$ 11,334
Accrued Interest	$ 2,601		2,601
Interest expense			$ 1,020

Stockholders' Deficit (Details)

Stockholders' Deficit (Details) - USD ($)	Sep. 30, 2016	Mar. 18, 2016	Sep. 30, 2016	Sep. 30, 2015	May 19, 2016
Gross proceeds from sale of common stock			$ 60,000
Gross proceeds from sale of common stock shares			120,000
Common stock shares issued price per share	$ 0.50		$ 0.50
Securities issuance costs commissions paid to broker-dealers			$ 9,000
Debt beneficial conversion feature for convertible note payable			9,375
Loss on conversion of debt to common shares			16,329
Loss on conversion of accounts payable to shares			190,000
Common stock issued upon conversion of accounts payable			580,000
Common Shares
Common stock issued upon conversion of accounts payable			$ 10,667
Common stock issued upon conversion of accounts payable, Shares			1,066,666
Convertible Promissory A Note [Member]
Restricted common shares awarded	15,000	15,000
Convertible Debentures, Face Value		$ 18,750
Accrued Interest	$ 3,906		$ 3,906
Convertible Promissory B Note [Member]
Convertible Debentures, Face Value	100,000		100,000		$ 100,000
Loss on conversion of debt to common shares			$ 16,329
Shares issued for cancellation of debt to lender			400,000
Accrued Interest	$ 3,671		$ 3,671
Restricted Stock [Member]
Shares issued for services rendered			3,420,000
Value stock issued for services			$ 3,272,796

Stock Options (Narrative) (Deta

Stock Options (Narrative) (Details) - USD ($)	1 Months Ended		9 Months Ended		12 Months Ended
	Jun. 01, 2016	Jan. 31, 2016	Sep. 30, 2016	Sep. 30, 2015	Dec. 31, 2015	Dec. 31, 2014
Reverse spilit		1 for 101
Options Outstanding			67,879		67,879
Unrecognized stock compensation expense
Share based compensation			$ 3,272,796
Weighted- Average Exercise Price, Granted			$ 1.75
Selling, General and Administrative Expenses [Member]
Share based compensation
CEO [Member]
Options Outstanding						24,753
Jim Driscoll [Member]
Number of option granted	250,000
Number of option granted, exercise price	$ 1
Share based compensation			$ 314,680
Options to purchase common stock	1,000,000
Expected price volatility			80.39%
Risk-free interest rate			1.39%
Expected dividend yield			0.00%
Expected life of options			4 years
Jim Driscoll [Member] | Minimum [Member]
Weighted- Average Exercise Price, Granted			$ 1.35
Jim Driscoll [Member] | Maximum [Member]
Weighted- Average Exercise Price, Granted			$ 1.76
2009 Employee, Director and Consultant Stock Option Plan (the " 2009 Plan")
Reverse spilit					1 for 101
Authorized option pool					18,152
Stock option description					Stock options typically vest over a three-year period and have a life of ten years from the date granted.
Shares available for awards			3,610
2012 Employee, Director and Consultant Stock Option Plan (the "2012 Plan")
Reverse spilit					1 for 101
Authorized option pool					74,257
Stock option description					Stock options typically vest over a three year period and have a life of ten years from the date granted.
Shares available for awards			45,673

Stock Options (Details)

Stock Options (Details)	9 Months Ended
	Sep. 30, 2016USD ($)$ / sharesshares
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Options Outstanding | shares	67,879
Option Granted | shares	1,000,000
Option Cancelled | shares	(1,000,000)
Options Outstanding | shares	67,879
Options exercisable at End | shares	67,879
Outstanding at Beginning, Weighted-Average Exercise Price | $ / shares	$ 21.40
Weighted- Average Exercise Price, Granted | $ / shares	1.75
Weighted- Average Exercise Price, Cancelled | $ / shares	1.75
Outstanding at Ending, Weighted-Average Exercise Price | $ / shares	21.40
Weighted- Average exercisable at End | $ / shares	$ 21.40
Weighted- Average Remaining Contractual Term, Beginning balance	7 years 2 months 1 day
Weighted- Average Remaining Contractual Term, Granted	5 years
Weighted- Average Remaining Contractual Term, Cancelled	5 years
Weighted- Average Remaining Contractual Term, Ending Balance	6 years 5 months 1 day
Weighted- Average Remaining Contractual Term, exercisable at End	6 years 5 months 1 day
Aggregate Intrinsic Value | $
Aggregate Intrinsic Value, exercisable at End | $

Stock Warrants (Narrative) (Det

Stock Warrants (Narrative) (Details)	1 Months Ended	9 Months Ended
	Jan. 31, 2016	Sep. 30, 2016
Reverse spilit	1 for 101
Warrant [Member]
Reverse spilit		1 for 101
Warrants expires through		Dec. 31, 2019

Stock Warrants (Details)

Stock Warrants (Details)	9 Months Ended
	Sep. 30, 2016$ / sharesshares
Options Outstanding | shares	67,879
Options Granted | shares	1,000,000
Options Expired | shares	(1,000,000)
Options Outstanding | shares	67,879
Options exercisable at End | shares	67,879
Outstanding at Beginning, Weighted-Average Exercise Price | $ / shares	$ 21.40
Weighted- Average Exercise Price, Granted | $ / shares	1.75
Weighted- Average Exercise Price, Expired | $ / shares	1.75
Outstanding at Ending, Weighted-Average Exercise Price | $ / shares	21.40
Weighted- Average exercisable at End | $ / shares	$ 21.40
Weighted- Average Remaining Contractual Term, Beginning balance	7 years 2 months 1 day
Weighted- Average Remaining Contractual Term, Granted	5 years
Weighted- Average Remaining Contractual Term, Ending Balance	6 years 5 months 1 day
Weighted- Average Remaining Contractual Term, exercisable at End	6 years 5 months 1 day
Warrant [Member]
Options Outstanding | shares	78,462
Options Granted | shares	66,666
Options Expired | shares	(2,475)
Options Outstanding | shares	142,653
Options exercisable at End | shares	142,653
Outstanding at Beginning, Weighted-Average Exercise Price | $ / shares	$ 29.55
Weighted- Average Exercise Price, Granted | $ / shares	2.50
Weighted- Average Exercise Price, Expired | $ / shares	50.50
Outstanding at Ending, Weighted-Average Exercise Price | $ / shares	17.42
Weighted- Average exercisable at End | $ / shares	$ 17.42
Weighted- Average Remaining Contractual Term, Beginning balance	3 years 5 months 5 days
Weighted- Average Remaining Contractual Term, Granted	2 years
Weighted- Average Remaining Contractual Term, Ending Balance	2 years 6 months
Weighted- Average Remaining Contractual Term, exercisable at End	2 years 6 months

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($)	1 Months Ended
	Dec. 16, 2015	Sep. 23, 2016
Commitments and Contingencies Disclosure [Abstract]
Damages sought	$ 177,270
Interest rate	12.00%
Damages accrued		$ 75,000

Restatement Consolidated Balanc

Restatement Consolidated Balance Sheets (Details) - USD ($)	Sep. 30, 2016	Dec. 31, 2015
Current assets
Prepaid expenses	$ 3,750	$ 17,000
Total current assets	3,750	45,185
TOTAL ASSETS	3,750	45,185
Current liabilities
Accounts payable	539,220	414,463
Accounts payable-related party	77,284
Promissory Note, Net	61,484
Accrued interest	28,155	14,918
Accrued liabilities	520,210	13,325
Convertible Note, currently in default	122,167	122,167
Convertible note payable, Net	60,000
TOTAL LIABILITIES	1,408,520	564,873
STOCKHOLDERS' (DEFICIT) EQUITY
Preferred stock, $$0.01 par value - 10,000,000 share authorized, none issued and outstanding as of September 30, 2016
Common stock, $0.01 par value - 500,000,000 share authorized, 16,786,666 shares issued and outstanding at September 30, 2016	167,867	117,650
Additional paid-in capital	4,057,941	3,917
Stock Payable	47,681
Accumulated deficit	(5,678,259)	(641,255)
Total Stockholders' (Deficit) Equity	(1,404,770)	(519,688)
TOTAL LIABILTIES AND STOCKHOLDERS' EQUITY	3,750	$ 45,185
As Filed [Member]
Current assets
Prepaid expenses	8,223
Total current assets	8,223
TOTAL ASSETS	8,223
Current liabilities
Accounts payable	581,909
Accounts payable-related party
Promissory Note, Net	82,508
Accrued interest	25,881
Accrued liabilities	351,593
Convertible Note, currently in default	122,167
Convertible note payable, Net	60,000
TOTAL LIABILITIES	1,224,058
STOCKHOLDERS' (DEFICIT) EQUITY
Preferred stock, $$0.01 par value - 10,000,000 share authorized, none issued and outstanding as of September 30, 2016
Common stock, $0.01 par value - 500,000,000 share authorized, 16,786,666 shares issued and outstanding at September 30, 2016	148,867
Additional paid-in capital	2,769,516
Stock Payable
Accumulated deficit	(4,134,218)
Total Stockholders' (Deficit) Equity	(1,215,835)
TOTAL LIABILTIES AND STOCKHOLDERS' EQUITY	8,223
Adjustments [Member]
Current assets
Prepaid expenses	(4,473)
Total current assets	(4,473)
TOTAL ASSETS	(4,473)
Current liabilities
Accounts payable	(42,689)
Accounts payable-related party	77,284
Promissory Note, Net	(21,024)
Accrued interest	2,274
Accrued liabilities	168,617
Convertible Note, currently in default
Convertible note payable, Net
TOTAL LIABILITIES	184,462
STOCKHOLDERS' (DEFICIT) EQUITY
Preferred stock, $$0.01 par value - 10,000,000 share authorized, none issued and outstanding as of September 30, 2016
Common stock, $0.01 par value - 500,000,000 share authorized, 16,786,666 shares issued and outstanding at September 30, 2016	19,000
Additional paid-in capital	1,288,425
Stock Payable	47,681
Accumulated deficit	(1,544,041)
Total Stockholders' (Deficit) Equity	(188,935)
TOTAL LIABILTIES AND STOCKHOLDERS' EQUITY	$ (4,473)

Restatement CONSOLIDATED STATEM

Restatement CONSOLIDATED STATEMENT OF OPERATIONS (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Operating expenses:
Selling, general and administrative	$ 2,143,463		$ 4,655,818
Total operating expenses	2,143,463		4,655,818
Operating Loss from Continuing Operations	(2,143,463)		(4,655,818)
Other Income (Expense)
Interest expense	(109,919)		(174,857)
Loss on debt extinguishment	(16,329)		(206,329)
Total other income (expense)	(126,248)		(381,186)
Net Loss	$ (2,269,711)	$ (481,120)	$ (5,037,004)	$ (1,803,316)
Weighted Average Number of Shares Outstanding During the Period - Basic and Diluted	13,203,132	605,394	12,653,300	564,462
Net Loss Per Share - Basic and Diluted	$ (0.17)	$ (0.79)	$ (0.40)	$ (3.19)
As Filed [Member]
Operating expenses:
Selling, general and administrative			$ 3,105,573
Total operating expenses			3,105,573
Operating Loss from Continuing Operations			(3,105,574)
Other Income (Expense)
Interest expense			(120,032)
Loss on debt extinguishment			(267,358)
Total other income (expense)			(387,390)
Net Loss			$ (3,492,964)
Weighted Average Number of Shares Outstanding During the Period - Basic and Diluted			12,653,300
Net Loss Per Share - Basic and Diluted			$ (0.28)
Adjustments [Member]
Operating expenses:
Selling, general and administrative			$ 1,550,245
Total operating expenses			1,550,245
Operating Loss from Continuing Operations			(1,550,245)
Other Income (Expense)
Interest expense			(54,825)
Loss on debt extinguishment			61,029
Total other income (expense)			6,204
Net Loss			$ (1,544,041)
Weighted Average Number of Shares Outstanding During the Period - Basic and Diluted
Net Loss Per Share - Basic and Diluted			$ (0.12)

Subsequent Events (Details)

Subsequent Events (Details) - USD ($)	Feb. 14, 2017	Feb. 07, 2017	Jan. 25, 2017	Jan. 24, 2017	Dec. 30, 2016	Dec. 31, 2016	Sep. 30, 2016	Sep. 30, 2015
Subsequent Event [Line Items]
Charge to earnings							$ 3,272,796
Consideration from sale of stock							$ 51,000
Restricted Stock [Member]
Subsequent Event [Line Items]
Shares issued for services							3,420,000
Subsequent Event [Member] | Restricted Stock [Member] | Consultant [Member]
Subsequent Event [Line Items]
Shares issued for services					100,000
Charge to earnings					$ 19,000
Subsequent Event [Member] | Restricted Stock [Member] | Former Employee [Member]
Subsequent Event [Line Items]
Shares issued					150,000
Charge to earnings					$ 28,500
Potential litigation reserve					$ 280,000
Subsequent Event [Member] | Restricted Stock [Member] | Vendor [Member]
Subsequent Event [Line Items]
Shares issued for services	142,857
Charge to earnings	$ 20,000
Share price	$ 0.14
Subsequent Event [Member] | Previous CEO [Member]
Subsequent Event [Line Items]
Debt issued						$ 30,000
Subsequent Event [Member] | Previous CEO [Member] | Restricted Stock [Member]
Subsequent Event [Line Items]
Shares issued for services						200,000
Subsequent Event [Member] | Board of Directors [Member] | Restricted Stock [Member]
Subsequent Event [Line Items]
Shares issued for services		100,000		25,000	300,000
Shares issued		200,000
Charge to earnings		$ 11,000		$ 2,500	$ 57,000
Share price		$ .11
Consideration from sale of stock		$ 22,000
Subsequent Event [Member] | CEO [Member]
Subsequent Event [Line Items]
Due to related party			$ 26,000
Base salary owed			100,000
Maximum performance bonus			$ 100,000
Subsequent Event [Member] | CEO [Member] | Restricted Stock [Member]
Subsequent Event [Line Items]
Shares issued for services			500,000
Charge to earnings			$ 50,000
Subsequent Event [Member] | Shareholder [Member] | Restricted Stock [Member]
Subsequent Event [Line Items]
Shares issued for services	258,657
Charge to earnings	$ 36,211
Share price	$ 0.14
Subsequent Event [Member] | Interim President [Member] | Restricted Stock [Member]
Subsequent Event [Line Items]
Shares issued for services	85,714
Due to related party	$ 12,000
Share price	$ 0.14
Subsequent Event [Member] | Chief Operating Officer [Member] | Restricted Stock [Member]
Subsequent Event [Line Items]
Shares issued for services	500,000
Charge to earnings	$ 50,000
Base salary owed	100,000
Maximum performance bonus	$ 100,000
Subsequent Event [Member] | Chief Finance Officer [Member] | Restricted Stock [Member]
Subsequent Event [Line Items]
Shares issued for services	500,000
Charge to earnings	$ 50,000
Base salary owed	100,000
Maximum performance bonus	$ 100,000