Mitesco (MITI) 10-Q/A 23 Aug 16 2016 Q2 Quarterly report (amended) Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2016	Aug. 08, 2016
Document And Entity Information
Entity Registrant Name	True Nature Holding, Inc.
Entity Central Index Key	802,257
Document Type	10-Q/A
Document Period End Date	Jun. 30, 2016
Amendment Flag	true
Amendment Description	Description of changes contained within amended document
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer	No
Is Entity a Voluntary Filer	No
Is Entity's Reporting Status Current	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		13,308,333
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2,016

Consolidated Balance Sheets (un

Consolidated Balance Sheets (unaudited) - USD ($)	Jun. 30, 2016	Dec. 31, 2015
CURRENT ASSETS
Cash and Cash Equivalents	$ 20,571	$ 28,185
Accounts receivable	26,000
Inventory	111,668
Prepaid expenses and other current assets	30,179
Prepaid expenses - related party		17,000
Total current assets	188,418	45,185
Property and equipment, net	5,294
Customer relationships	151,273
Goodwill	561,430
TOTAL ASSETS	906,415	45,185
Current liabilities
Accounts payable	600,647	414,463
Short-term loan	44,350
Accrued interest	24,600	14,918
Accrued liabilities	46,569	13,325
Debentures payable	122,167	122,167
Convertible note payable, net of discount	224,962
Total current liabilities	1,063,295	564,873
TOTAL LIABILITIES	1,063,295	564,873
Commitments and Contingencies (Note 12)
STOCKHOLDERS' DEFICIT
Preferred stock, $0.01 par value - 10,000,000 shares authorized, none issued and outstanding as of June 30, 2016 and December 31, 2015
Common stock, $0.01 par value - 500,000,000 shares authorized, 13,175,000 shares issued and outstanding at June 30, 2016; $0.01 par value - 500,000,000 shares authorized, 11,765,000 shares issued and outstanding at December 31, 2015	131,750	117,650
Additional paid-in capital	3,119,918	3,917
Accumulated deficit	(3,408,548)	(641,255)
Total Stockholders' Deficit	(156,880)	(519,688)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 906,415	$ 45,185

Consolidated Balance Sheets (u3

Consolidated Balance Sheets (unaudited) (Parenthetical) - $ / shares	Jun. 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	11,765,000	11,765,000
Common stock shares outstanding	11,765,000	11,765,000

Unaudited Consolidated Statemen

Unaudited Consolidated Statements of Operations and Comprehensive Loss - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Income Statement [Abstract]
Net Sales
Cost of sales
Gross Profit
Operating expenses:
Research and development
Selling, general and administrative	1,679,986		2,512,355
Total operating expenses	1,679,986		2,512,355
Operating Loss from Continuing Operations	(1,679,986)		(2,512,355)
Interest expense, net	(58,720)		(64,938)
Loss on debt extinguishment	(190,000)		(190,000)
Loss From Continuing Operations before Income Taxes	(1,928,706)		(2,767,293)
Provision for income taxes
Net Loss From Continuing Operations	(1,928,706)		(2,767,293)
Discontinued Operations (Note 5):
Net Loss from discontinued operations, net of tax		(699,729)		(1,322,199)
Other comprehensive gain, net of tax		14,082		12,807
Comprehensive Loss from Discontinued Operations		(685,647)		(1,309,392)
Net Loss	(1,928,706)	(699,729)	(2,767,293)	(1,322,199)
Comprehensive Net Loss	$ (1,928,706)	$ (685,647)	$ (2,767,293)	$ (1,309,392)
Net Loss from Continuing Operations Per Share - Basic and Diluted	$ (0.15)		$ (0.22)
Net Loss from Discontinued Operations Per Share - Basic and Diluted		(1.28)		(2.43)
Net Loss Per Share - Basic and Diluted	$ (0.15)	$ (1.28)	$ (0.22)	$ (2.43)
Weighted Average Number of Shares Outstanding During the Period - Basic and Diluted	12,687,478	545,386	12,368,961	543,996

Unaudited Consolidated Stateme5

Unaudited Consolidated Statements of Changes in Stockholders' Deficit - 6 months ended Jun. 30, 2016 - USD ($)	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Total
Beginning Balance, Amount at Dec. 31, 2015	$ 117,650	$ 3,917	$ (641,255)	$ (519,688)
Beginning Balance, Shares at Dec. 31, 2015	11,765,000			11,765,000
Sale of common stock, net of issuance cost, Amount	$ 1,200	49,800		$ 51,000
Sale of common stock, net of issuance cost, Shares	120,000
Shares issued to board members, Amount	$ 4,000	723,000		727,000
Shares issued to board members, Shares	400,000
Shares issued to consulting members, Amount	$ 4,100	402,400		406,500
Shares issued to consulting members, Shares	410,000
Shares issued for P3 Compounding of Georgia acquisition, Amount	$ 3,400	258,400		261,800
Shares issued for P3 Compounding of Georgia acquisition, Shares	340,000
Shares issued to employee, Amount	$ 1,250	433,750		435,000
Shares issued to employee, Shares	125,000
Common stock issued for convertible note payable, Amount	$ 150	16,213		$ 16,363
Common stock issued for convertible note payable, Shares	15,000			15,000
Discount related to issuance of note payable and allocated fair value to beneficial conversion feature		533,804		$ 533,804
Loss on debt extinguishment		190,000		190,000
Stock compensation expense		508,634		508,634
Net loss			(2,767,293)	(2,767,293)
Ending Balance, Amount at Jun. 30, 2016	$ 131,750	$ 3,119,918	$ (3,408,548)	$ (156,880)
Ending Balance, Shares at Jun. 30, 2016	13,175,000			11,765,000

Unaudited Consolidated Stateme6

Unaudited Consolidated Statements of Cash Flows - USD ($)	6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015
Cash Flows from Operating Activities:
Net Loss	$ (2,767,293)	$ (1,322,199)
Adjustments to reconcile net loss to net cash used in operating activities:
Loss from discontinued operations		1,322,199
Accretion for debt discounts, warrants and issuance costs	40,129
Stock-based option compensation	508,634
Shares issued for board of director compensation	727,000
Shares issued for consulting services	406,500
Shares issued to employee	435,000
Loss on debt extinguishment	190,000
Changes in operating assets and liabilities:
Prepaid expenses and other assets	7,527
Accounts payable	150,762
Accrued interest and other liabilities	42,926
Net Cash Used in Operating Activities	(258,815)
Cash Flows from Investing Activities:
Cash received from acquisition of P3 Compounding of Georgia	10,201
Net Cash Provided by Investing Activities	10,201
Cash Flows from Financing Activities:
Proceeds from issuance of convertible note payable	160,000
Sale of common stock, net of issuance costs	51,000
Proceeds from short-term loan	30,000
Net Cash Provided by Financing Activities	241,000
Discontinued Operations:
Operating activities		(239,974)
Investing activities		(72,983)
Financing activities		314,838
Net Increase in Cash and Cash Equivalents for Discontinued Operations		1,881
Net Decrease in Cash and Cash Equivalents for Continuing Operations	(7,614)
Cash, Beginning of Period	28,185	14,119
Cash, End of Period	20,571	16,000
Non-cash Investing and Financing Transactions:
Conversion of debt to common stock shares		45,953
Discount cost related to issuance of convertible notes payable	575,167	274,122
Acquisition of P3 Compounding of Georgia, net of cash acquired:
Fair value of assets acquired	314,941
Fair value of liabilities assumed	35,422
Issuance of common stock for acquisition of P3	261,800
Debt obligation recorded as a result of acquisition	589,350
Goodwill	$ 561,430

Note 1 - Description of Busines

Note 1 - Description of Business	6 Months Ended
	Jun. 30, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Note 1 - 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. The Company completed its first acquisition of P3 Compounding in June 2016 and is pursuing a series of compounding pharmacy acquisitions. 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.

Note 2 - Summary of Significant

Note 2 - Summary of Significant Accounting Policies	6 Months Ended
	Jun. 30, 2016
Accounting Policies [Abstract]
Note 2 - Summary of Significant Accounting Policies	Note 2 – Summary of Significant Accounting Policies Basis of Presentation Use of Estimates - Per Share Data 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 June 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 June 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 - Inventories - Property and Equipment, net - Business Combinations - 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 - Recently Issued Accounting Standards Revenue from Contracts with Customers In July 2015, the FASB issued ASU No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory 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 In March 2016, the FASB issued ASU 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting

Note 3 - Recent Developments

Note 3 - Recent Developments	6 Months Ended
	Jun. 30, 2016
Note 3 - Recent Developments
Note 3 - Recent Developments	Note 3 – Recent Developments On April 4, 2016 the Company entered into a non-binding letter of intent to acquire Cherokee Compounding Pharmacy in Holly Springs, Georgia, a suburb of Atlanta. The agreement calls for purchase consideration of approximately $450,000. Payment will be split between cash and the issuance of common stock. The final allocation of each of these will be determined prior to closing, which is expected to occur in third quarter 2016. The letter of intent is not a definitive agreement, and the Company expects to execute a definitive agreement at closing. On May 20, 2016 the Company entered into a non-binding letter of intent to acquire Innovation Compounding, Inc. (“Innovation”) in Kennesaw, Georgia. The Company incurred $30,000 of expenses related to a fee for a “no-shop” provision, in addition to other customary expenses associated with the due diligence process. Management has determined not to pursue this acquisition further at this time.

Note 4 - Financial Condition an

Note 4 - Financial Condition and Going Concern	6 Months Ended
	Jun. 30, 2016
Note 3 - Financial Condition and Going Concern
Note 4 - Financial Condition and Going Concern	Note 4 – Financial Condition and Going Concern As of June 30, 2016, the Company had cash on hand of $20,571 and current liabilities of $1,063,295 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.

Note 5 - Spin-Out and Discontin

Note 5 - Spin-Out and Discontinued Operations	6 Months Ended
	Jun. 30, 2016
Discontinued Operations and Disposal Groups [Abstract]
Note 5 - Spin-Out and Discontinued Operations	Note 5 – 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 six month periods ended June 30, 2015. The results of operations associated with discontinued operations were as follows: Three Months Six Months June 30, 2015 June 30, 2015 Net Sales $ 66,458 $ 185,137 Cost of sales 27,894 90,023 Gross Profit 38,564 95,114 Operating Expenses: Research and development 186,950 381,649 Selling, general and administrative 232,596 484,862 Total operating expenses 419,546 866,511 Operating Loss from Discontinued Operations (380,982 ) (771,397 ) Other Expense: Interest expense, net (318,747 ) (550,802 ) Net Loss from Discontinued Operations $ (699,729 ) (1,322,199 ) Other Comprehensive Loss Net of Tax: Foreign currency translation adjustments 14,082 12,807 Comprehensive Loss from Discontinued Operations $ (685,647 ) $ (1,309,392 ) 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.

Note 6 - Acquisition

Note 6 - Acquisition	6 Months Ended
	Jun. 30, 2016
Note 6 - Acquisition
Note 6 - Acquisition	Note 6 - Acquisition On April 29, 2016, subject to approval by the Georgia Board of Pharmacy, 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. P3 is a full service compounding pharmacy with both sterile and non-sterile expertise headquarter in Atlanta, Georgia. The medicines that P3 compounds include bio-identical hormone replacement therapy, transdermal pain creams, wellness compounding, individualized and prescriptions.The transaction included the acquisition of identifiable assets, customer listings and intellectual properties included in the P3’s library of specialized formulations. As a result of the acquisition, P3 is now a wholly owned subsidiary of the Company. The acquisition of P3 permits the Company to make and distribute its patent-pending proprietary drug formulations and other novel pharmaceutical solutions through P3 and introduces the Company to new geographic and compounded formulation markets. The transaction has been accounted for as a business combination and recorded as of June 30, 2016, therefore no revenues or net income have been included in the Company’s consolidated financial statements for second quarter 2016. The fair value of the consideration paid pertaining to the acquisition of P3 was $851,150. Consideration for the transaction was structured as follows: • 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; ▪ $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), less a short-term financing for $14,350 that the Company provided to Integrity for working capital purposes; ▪ 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. The notes issued in conjunction with the purchase and the intellectual properties may be converted into restricted common stock at a rate of $1.25 per share. The purchase includes all payables, receivables, cash on hand, inventory and all assets used in the operation of the business. 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 receive in second quarter 2016, 125,000 shares of restricted at a value of $3.48 per share in exchange for becoming the Company’s VP of Corporate Development. 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 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 following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the acquisition date based on a fair value acquisition price of $851,150 pertaining to the consideration provided. Cash and cash equivalents $ 10,201 Accounts receivable 26,000 Inventories 111,668 Other current assets 20,706 Furniture and equipment 5,294 Customer list 151,273 Total identifiable assets acquired 325,142 Accounts payable and accrued expenses 35,422 Total liabilities assumed 35,422 Total identifiable assets less liabilities assumed 289,720 Goodwill 561,430 Net assets acquired $ 851,150 The fair value of the transaction and related purchase price allocation was based on a third-party valuation obtained by the Company. Intangible Assets-Customer Relationships In determining the fair value of the intangible assets, the Company considered, among other factors, the best use of the acquired assets, analyses of historical financial performance of P3 and estimates of future performance of P3. The fair values of the identified intangible assets related to P3’s customer relationships. Customer relationships were calculated using the income approach. The following table sets forth the components of identified intangible assets associated with the P3 Acquisition and their estimated useful lives. Fair Value Useful Life Customer relationships $ 151,273 7years $ 151,273 The Company determined the useful lives of intangible assets based on the expected future cash flows and contractual life associated with the respective assets. Customer relationships represent the expected future benefit from contracts and relationships which, at the date of acquisition, were reasonably anticipated to continue given the history and operating practices of P3. Goodwill Of the total estimated purchase price for the P3 Acquisition, $561,430 was allocated to goodwill. Goodwill represents the excess of the purchase price of the acquired business over the fair value of the underlying net tangible and intangible assets acquired. The goodwill recorded resulting from the acquisition is expected to be deductible for income tax purposes. Pro Forma Information The following table presents selected unaudited pro forma information for the Company assuming the acquisition of P3 had occurred as of January 1, 2016. This pro forma information does not purport to represent what the Company’s actual results would have been if the acquisition had occurred as of the date indicated or what such results would be for any future periods. Three Months Ended Six Months Ended June 30, 2016 June 30, 2016 Net Sales $ 258,554 $ 483,927 Net Loss $ (1,950,142 ) $ (2,764,565 ) Net Loss per Share – $ (0.15 ) $ (0.22 )

Note 7 - Related Party Transact

Note 7 - Related Party Transactions	6 Months Ended
	Jun. 30, 2016
Related Party Transactions [Abstract]
Note 7 - Related Party Transactions	Note 7 – Related Party Transactions The Company’s Chairman of the Board and CFO, Stephen Keaveney has a consulting agreement in the amount of $10,000 per month for professional fees and was paid $10,000 and $26,000, respectively during the three and six months ending June 30, 2016. The Company’s newly appointed CEO,James Driscoll has anemployment agreement effective June 7, 2016 that will pay 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 James Driscoll during the three and six months ending June 30, 2016. On January 25, 2016 board member William L. Ross and Jeffrey Cosman were each awarded 100,000 of shares of the Company in exchange for their services as board members. On April 25, 2016 board member James Driscoll was awarded 100,000 of 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. On May 25, 2016, board member Phillip Crone was awarded 100,000 of shares the Company in exchange for his services on the board. 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 $1,395 and $18,645 during the three and six months ended June 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 June 30, 2016. Any amount owed for services performed through June 30, 2016 and remain unpaid are recorded as accrued labilities on the consolidated balance sheets.

Note 8 - Debt

Note 8 - Debt	6 Months Ended
	Jun. 30, 2016
Debt Disclosure [Abstract]
Note 8 - Debt	Note 8 – 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 as an origination fee which have certain registration rights. 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 $16,364 was recorded as a discount against the note, with an offsetting entry to additional paid-in capital. The beneficial conversion feature of $16,364 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 June 30, 2016, the carrying value of this Convertible Note A was $45,872 and accrued interest expense of $1,080. For the three and six months ended June 30, 2016, debt discount amortization related to the Convertible Note A was $16,274 and $18,599, respectively and its related interest expense was$1,820 and $2,080, respectively. 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 Companyat an exercise price of $2.50 for a term of twenty-four months. Pursuant to the terms of the Convertible Note B, the Company is obligated to repay the full principal amount of the Convertible Note B with any unpaid interest upon the date of maturity, June 19, 2017. The Convertible Note Bis convertible by the holder at any time into shares of the Company’s common stock at an effective conversion price of $1.50 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 B to the shares and the note based on relative fair values, and the amount allocated to the shares of $39,887 was recorded as a discount against the note, with an offsetting entry to additional paid-in capital. The beneficial conversion feature of $52,553 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 June 30, 2016, the carrying value of this Convertible Note B was $29,090and accrued interest expense of $1,167.For the three and six months ended June 30, 2016, debt discount amortization related to the Convertible Note Bwas $21,530 and its related interest expense was $1,167. Short-term Loan As a result of the acquisition of P3 Compounding of Georgia, LLC the Company had a short-term loanwith 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 of the loan the total repayment amount will be $72,280.As of June 30, 2016, the carrying value of this short term loan was $44,350. For the three and six months ended June 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. 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 June 30, 2016, the carrying value of this Series C Debenture was $110,833 and accrued interest expense of $19,950. For the three and six months ended June 30, 2016, interest expense related to the Debenture was $3,325 and $6,613, respectively. 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 June 30, 2016, the carrying value of the Series D Debenture was $11,334 and accrued interest expense of $2,267. For the three and six months ended June 30, 2016, interest expense related to the Debenture was $340 and $686, respectively.

Note 9 - Stockholders' Deficit

Note 9 - Stockholders' Deficit	6 Months Ended
	Jun. 30, 2016
Stockholders' Equity Note [Abstract]
Note 9 - Stockholders' Deficit	Note 9 – Stockholders’ Deficit Sale of Common Stock Shares for Consulting Services and Board Members Shares for Employee Shares issued for convertible note payable Debt beneficial conversion feature for convertible note payable Shares issued for convertible note payable of acquisition of P3 Compounding of Georgia, LLC

Note 10 - Stock-Based Compensat

Note 10 - Stock-Based Compensation	6 Months Ended
	Jun. 30, 2016
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Note 10 - Stock-Based Compensation	Note 10 – Stock-Based Compensation 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 June 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 June 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 Companyin fiscal 2014. These options issued are outside of the 2009 and 2012 Plans. On June 1, 2016Jim 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 ofthe Company’s 2009 and 2012 stock option plans (the “Option Agreement”). These options covered 250,000 shares at an exerciseprice 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. During the three and six months ended June 30, 2016, the Company recorded stock compensation expense related to the options granted to Mr. Driscoll of $496,668 and has unrecognized stock expense of $1,040,793 to be recorded over the vesting period. The grant-date fair value of options was estimated using the Black-Scholes option pricing model. The per share weighted average fairvalue of stock options granted for Mr. Driscoll wasa range of $1.35-$1.76and was determined using the following assumptions: expected pricevolatility is 80.39%, risk-free interest rate of 1.39%, zero expected dividend yield, and 4.0 years expected life of options. Theexpected term of options granted is based on the simplified method in accordance with Securities and Exchange CommissionStaff Accounting Bulletin 107, and represents the period of time that options granted are expected to be outstanding. TheCompany makes assumptions with respect to expected stock price volatility based on the average historical volatility of peerswith similar attributes. In addition, the Company determines the risk free rate by selecting the U.S. Treasury with maturitiessimilar to the expected terms of grants, quoted on an investment basis in effect at the time of grant for that business day. As of June 30, 2016, unrecognized stock compensation expense related to unvested stock options under all Plans was $1,041, 377. This expense is expected to be recognized over the remaining weighted average vesting periods of the outstanding options of 1.92 years. Total stock compensation expense recorded to selling, general and administrative expenses on the consolidated statements of operations and comprehensive for the six month period ending June 30, 2016 related to the all Plans and options that vested during the period was $508,634. A summary of options issued, exercised and cancelled are as follows: Shares Weighted- Average Weighted- Average Aggregate Outstanding at December 31, 2015 67,879 $ 21.40 7.17 — Granted 1,000,000 1.75 5.00 — Cancelled — — — — Outstanding at June 30, 2016 1,067,879 $ 3.00 5.22 — Exercisable at June 30, 2016 354,911 $ 4.99 4.95 —

Note 11 - Warrants to Purchase

Note 11 - Warrants to Purchase Common Stock	6 Months Ended
	Jun. 30, 2016
Note 9 - Warrants to Purchase Common Stock
Note 11 - Warrants to Purchase Common Stock	Note 11 – Warrants to Purchase Common Stock 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 June 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 Weighted-Average 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 June 30, 2016 142,653 $ 17.42 2.50 Exercisable at June 30, 2016 142,653 $ 17.42 2.50

Note 12 - Commitments and Conti

Note 12 - Commitments and Contingencies	6 Months Ended
	Jun. 30, 2016
Commitments and Contingencies Disclosure [Abstract]
Note 12 - Commitments and Contingencies	Note 12 – 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 February 19, 2016, NCSE filed a motion to dismiss the counterclaim, and the Company has filed its brief in the opposition to that motion. A hearing is scheduled in 2016 on the motion. No discovery has been conducted by the parties yet, and no trial date has been set by the court. We have recorded a liability as of June 30, 2016 based on our best estimate of the probable exposure pertaining to the claim.

Note 13 - Subsequent Events

Note 13 - Subsequent Events	6 Months Ended
	Jun. 30, 2016
Subsequent Events [Abstract]
Note 13 - Subsequent Events	Note 13 – Subsequent Events On July 6, 2016, the Company appointed Gary Meyer to the newly created position of Director of Compliance, providing oversight to its compounding pharmacy operations in the area of licensing, operational compliance and to interface with the appropriate regulatory bodies at the state and federal level. He worked as a Pharmacist in Charge for CRC Pharmacy from Aug 2015 to July 2016, Physicians Rx Pharmacy from April 2015 to July 2015, Dunwoody Pharmacy from 1995 to Feb 2015, Concord Pharmacy from 1992 to 1995 and Kroger Pharmacy in 1992. Mr. Meyer has a bachelor’s of Science in Pharmacy from The University of Georgia. Mr. Meyer holds a Georgia Board of Pharmacy license 1989- current, is a Past Board Member of the Pharmacy Franchise & Owners Association, a member of National Community Pharmacists Association, a member of Georgia Pharmacy Association, Member of the International Academy of Compounding Pharmacists, Member since 1995 of the Professional Compounding Centers of America, . He will report to the Company’s CEO, James Driscoll. As part of his employment agreement he will receive 50,000 shares. On August 2, 2016, the Board of Directors approved the consulting agreement with Acorn Management for market awareness, which calls for monthly payments starting at $7,500 per month and restricted common shares to be valued at $50,000 per month to be converted at fair value at month-end.

Note 2 - Summary of Significa20

Note 2 - Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2016
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation
Use of Estimates	Use of Estimates -
Per Share Data	Per Share Data 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 June 30, 2016, the Company had 142,652warrants, 1,067,879 options, 135,037 potential shares which may be issued resulting from the provisions of convertible notes, respectively. As of June 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 -
Inventories	Inventories -
Property and Equipment, net	Property and Equipment, net -
Business Combinations	Business Combinations - 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 -
Recently Issued Accounting Standards	Recently Issued Accounting Standards Revenue from Contracts with Customers In July 2015, the FASB issued ASU No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory 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 In March 2016, the FASB issued ASU 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting

Note 5 - Spin-Out and Discont21

Note 5 - Spin-Out and Discontinued Operations (Tables)	6 Months Ended
	Jun. 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 Six Months June 30, 2015 June 30, 2015 Net Sales $ 66,458 $ 185,137 Cost of sales 27,894 90,023 Gross Profit 38,564 95,114 Operating Expenses: Research and development 186,950 381,649 Selling, general and administrative 232,596 484,862 Total operating expenses 419,546 866,511 Operating Loss from Discontinued Operations (380,982 ) (771,397 ) Other Expense: Interest expense, net (318,747 ) (550,802 ) Net Loss from Discontinued Operations $ (699,729 ) (1,322,199 ) Other Comprehensive Loss Net of Tax: Foreign currency translation adjustments 14,082 12,807 Comprehensive Loss from Discontinued Operations $ (685,647 ) $ (1,309,392 )

Note 6 - Acquisition (Tables)

Note 6 - Acquisition (Tables)	6 Months Ended
	Jun. 30, 2016
Note 6 - Acquisition Tables
Estimated fair values of the assets acquired and liabilities	The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the acquisition date based on a fair value acquisition price of $876,150 pertaining to the consideration provided. Cash and cash equivalents $ 10,201 Accounts receivable 26,000 Inventories 111,668 Other current assets 20,706 Furniture and equipment 5,294 Customer list 151,273 Total identifiable assets acquired 325,142 Accounts payable and accrued expenses 35,422 Total liabilities assumed 35,422 Total identifiable assets less liabilities assumed 289,720 Goodwill 561,430 Net assets acquired $ 851,150
Components of identified intangible assets associated with acquisition and their estimated useful lives.	The following table sets forth the components of identified intangible assets associated with the P3 Acquisition and their estimated useful lives. Fair Value Useful Life Customer relationships $ 151,273 7 years $ 151,273
Schedule Of Pro Forma Information	This pro forma information does not purport to represent what the Company’s actual results would have been if the acquisition had occurred as of the date indicated or what such results would be for any future periods. Three Months Ended Six Months Ended June 30, 2016 June 30, 2016 Net Sales $ 258,554 $ 483,927 Net Loss $ (1,950,142 ) $ (2,764,565 ) Net Loss per Share – $ (0.15 ) $ (0.22 )

Note 10 - Stock-Based Compens23

Note 10 - Stock-Based Compensation (Tables)	6 Months Ended
	Jun. 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 Weighted- Average Aggregate Outstanding at December 31, 2015 67,879 $ 21.40 7.17 — Granted 1,000,000 1.75 5.00 — Cancelled — — — — Outstanding at June 30, 2016 1,067,879 $ 3.00 5.22 — Exercisable at June 30, 2016 354,911 $ 4.99 4.95 —

Note 11 - Warrants to Purchas24

Note 11 - Warrants to Purchase Common Stock (Tables)	6 Months Ended
	Jun. 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 Weighted-Average 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 June 30, 2016 142,653 $ 17.42 2.50 Exercisable at June 30, 2016 142,653 $ 17.42 2.50

Note 2 - Summary of Significa25

Note 2 - Summary of Significant Accounting Policies (Details Narrative) - shares	1 Months Ended	6 Months Ended
	Jan. 31, 2016	Jun. 30, 2016	Jun. 30, 2015
Reverse spilit	1 for 101
Potential shares [Member]
Antidilutive securities excluded from computation of earnings per share, amount		135,037	316,721
Options Held [Member]
Antidilutive securities excluded from computation of earnings per share, amount		1,067,879	67,483
Warrant [Member]
Reverse spilit		1 for 101
Antidilutive securities excluded from computation of earnings per share, amount		142,652	77,640

Note 3 - Recent Developments (D

Note 3 - Recent Developments (Details Narrative) - USD ($)	May 20, 2016	Apr. 04, 2016
Note 3 - Recent Developments Details Narrative
Purchase consideration		$ 450,000
Expenses related to acquisition	$ 30,000

Note 4 - Financial Condition 27

Note 4 - Financial Condition and Going Concern (Details Narrative) - USD ($)	Jun. 30, 2016	Dec. 31, 2015	Jun. 30, 2015	Dec. 31, 2014
Note 3 - Financial Condition and Going Concern
Cash and Cash Equivalents	$ 20,571	$ 28,185	$ 16,000	$ 14,119
Current liabilities	$ 1,063,295	$ 564,873

Note 5 - Spin-Out and Discont28

Note 5 - Spin-Out and Discontinued Operations (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Discontinued Operations and Disposal Groups [Abstract]
Net Sales		$ 66,458		$ 185,137
Cost of sales		27,894		90,023
Gross Profit		38,564		95,114
Operating expenses:
Research and development		186,950		381,649
Selling, general and administrative		232,596		484,862
Total operating expenses		419,546		866,511
Operating Loss from Discontinued Operations		(380,982)		(771,397)
Other Expense:
Interest expense, net		(318,747)		(550,802)
Net Loss from Discontinued Operations		(699,729)		(1,322,199)
Other Comprehensive Loss Net of Tax:
Foreign currency translation adjustments		14,082		12,807
Comprehensive Loss from Discontinued Operations		$ (685,647)		$ (1,309,392)

Note 6. Acquisition (Details)

Note 6. Acquisition (Details) - USD ($)	Jun. 30, 2016	Dec. 31, 2015
Note 6. Acquisition Details
Cash and cash equivalents	$ 10,201
Accounts receivable	26,000
Inventories	111,668
Other current assets	20,706
Furniture and equipment	5,294
Customer list	151,273
Total identifiable assets acquired	325,142
Accounts payable and accrued expenses	35,422
Total liabilities assumed	35,422
Total identifiable assets less liabilities assumed	289,720
Goodwill	561,430
Net assets acquired	$ 851,150

Note 6. Acquisition (Details 1)

Note 6. Acquisition (Details 1)	6 Months Ended
	Jun. 30, 2016USD ($)
Fair Value	$ 151,273
Customer Relationships [Member]
Fair Value	$ 151,273
Useful Life	7 years

Note 6. Acquisition (Details 2)

Note 6. Acquisition (Details 2) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Note 6. Acquisition Details 2
Net Sales	$ 258,554		$ 483,927
Net Loss	$ (1,950,142)		$ (2,764,565)
Net Loss per Share - Basic and Diluted	$ (0.15)	$ (1.28)	$ (0.22)	$ (2.43)

Note 7 - Related Party Transa32

Note 7 - Related Party Transactions (Details Narrative) - USD ($)	1 Months Ended		3 Months Ended	6 Months Ended
	May 25, 2016	Jan. 25, 2016	Jun. 30, 2016	Jun. 30, 2016	Mar. 31, 2016	Dec. 31, 2015
Prepaid expenses - related party					$ 4,250	$ 17,000
Shareholder [Member]
Monthly professional fees				10,000
Professional fees paid			1,395	18,645
Stephen Keaveney [Member]
Monthly professional fees				10,000
Professional fees paid			$ 26,000	10,000
William L. Ross and Jeffrey Cosman [Member]
Shares purchased		100,000
James Driscoll [Member]
Professional fees paid				$ 12,500
Phillip Crone [Member]
Shares purchased	100,000

Note 8 - Debt (Details Narrativ

Note 8 - Debt (Details Narrative) - USD ($)	1 Months Ended		3 Months Ended		6 Months Ended	12 Months Ended
	May 19, 2016	Mar. 18, 2016	Jun. 30, 2016	Mar. 31, 2016	Jun. 30, 2016	Dec. 31, 2015
Convertible Promissory A Note [Member]
Convertible Debentures, Carrying Value			$ 45,872		$ 45,872
Accrued Interest			1,080		1,080
Convertible Promissory B Note [Member]
Convertible Debentures, Carrying Value			29,090		29,090
Accrued Interest			1,167		1,167
Debt discount amortization related to the Convertible Note					1,167
Convertible Promissory Note [Member]
Convertible promissory note principal amount		$ 60,000
Convertible Debentures, Face Value		$ 16,364
Debt instrument conversion price		$ 1
Convertible Debentures, Carrying Value				$ 29,598
Accrued Interest				260
Interest expense related to the Debenture			1,820		2,080
Debt discount amortization related to the Convertible Note			16,274		18,599
Convertible Promissory B Note [Member]
Restricted common shares awarded	39,887	15,000
Interest rate		12.00%
Maturity date	Jun. 19, 2017	Sep. 16, 2016
Debt instrument conversion price	$ 1.50
Debt discount amortization related to the Convertible Note	$ 52,553	$ 16,364	21,530
Obligated to pay monthly installments		$ 1,000
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			11,334		11,334	$ 11,334
Accrued Interest			2,267		2,267
Interest expense related to the Debenture			340		686
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			19,950		19,950
Interest expense related to the Debenture				$ 3,325	6,613
P3 Compounding of Georgia [Member]
Convertible promissory note principal amount			52,000		$ 52,000
Interest rate					10.50%
Convertible Debentures, Carrying Value			44,350		$ 44,350
Advance			$ 50,000		$ 50,000

Note 9 - Stockholders' Deficit

Note 9 - Stockholders' Deficit (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Mar. 31, 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	$ 6,000
Common stock shares issued for services rendered	9,000
Conversion of six-month convertible promissory note to common stock	15,000
Conversion of six-month convertible promissory note common stock, value	$ 16,363
Gross proceeds from convertible note payable	160,000
Debt beneficial conversion feature for convertible note payable	$ 108,804
Restricted Stock [Member]
Common stock shares issued for services rendered	410,000
Restricted Stock [Member] | P3 Convertible Notet [Member]
Common stock shares issued price per share	$ 1.25
Conversion of six-month convertible promissory note to common stock	340,000
Conversion of six-month convertible promissory note common stock, value	$ 425,000
Restricted Stock [Member] | VP of Corporate Development [Member]
Common stock shares issued price per share	$ 3.48
Common stock shares issued for services rendered	125,000
Restricted Stock [Member] | Board member [Member]
Common stock shares issued price per share			1.45
Common stock shares issued for services rendered	400,000
Restricted Stock [Member] | Minimum [Member]
Common stock shares issued price per share			0.90
Restricted Stock [Member] | Maximum [Member]
Common stock shares issued price per share			$ 1.45

Note 10 - Stock-Based Compens35

Note 10 - Stock-Based Compensation (Details)	6 Months Ended
	Jun. 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
Options Outstanding | shares	1,067,879
Options exercisable at End | shares	354,911
Outstanding at Beginning, Weighted-Average Exercise Price | $ / shares	$ 21.40
Weighted- Average Exercise Price, Granted | $ / shares	1.75
Weighted- Average Exercise Price, Cancelled | $ / shares
Outstanding at Ending, Weighted-Average Exercise Price | $ / shares	3
Weighted- Average exercisable at End | $ / shares	$ 4.99
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	5 years 2 months 19 days
Weighted- Average Remaining Contractual Term, exercisable at End	4 years 11 months 12 days
Aggregate Intrinsic Value | $
Aggregate Intrinsic Value, exercisable at End | $

Note 10 - Stock-Based Compens36

Note 10 - Stock-Based Compensation (Details Narrative) - USD ($)	1 Months Ended		3 Months Ended	6 Months Ended		12 Months Ended
	Jun. 01, 2016	Jan. 31, 2016	Jun. 30, 2016	Jun. 30, 2016	Jun. 30, 2015	Dec. 31, 2015	Mar. 31, 2016	Dec. 31, 2014
Reverse spilit		1 for 101
Options Outstanding			1,067,879	1,067,879		67,879	67,879
Unrecognized stock compensation expense			$ 1,041,377	$ 1,041,377			$ 780
Unrecognized stock compensation expense recognition period				1 year 11 months 1 day
Share based compensation				$ 508,634
Jim Driscoll [Member]
Number of option granted	250,000
Number of option granted, exercise price	$ 1
Unrecognized stock compensation expense	$ 1,040,793
Share based compensation			$ 496,668	$ 496,668
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
Chief Executive Officer [Member]
Options Outstanding								24,753
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	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	45,673

Note 11 - Warrants to Purchas37

Note 11 - Warrants to Purchase Common Stock (Details)	6 Months Ended
	Jun. 30, 2016$ / sharesshares
Options Outstanding | shares	67,879
Options Granted | shares	1,000,000
Options Expired | shares
Options Outstanding | shares	1,067,879
Options exercisable at End | shares	354,911
Outstanding at Beginning, Weighted-Average Exercise Price | $ / shares	$ 21.40
Weighted- Average Exercise Price, Granted | $ / shares	1.75
Weighted- Average Exercise Price, Expired | $ / shares
Outstanding at Ending, Weighted-Average Exercise Price | $ / shares	3
Weighted- Average exercisable at End | $ / shares	$ 4.99
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	5 years 2 months 19 days
Weighted- Average Remaining Contractual Term, exercisable at End	4 years 11 months 12 days
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

Note 11 - Warrants to Purchas38

Note 11 - Warrants to Purchase Common Stock (Details Narrative)	1 Months Ended	6 Months Ended
	Jan. 31, 2016	Jun. 30, 2016
Reverse spilit	1 for 101
Warrant [Member]
Reverse spilit		1 for 101
Warrants expires through		Dec. 31, 2019

Note 12 - Commitments and Con39

Note 12 - Commitments and Contingencies (Details Narrative)	1 Months Ended
	Dec. 16, 2015USD ($)
Commitments and Contingencies Disclosure [Abstract]
Damages sought	$ 177,270
Interest rate	12.00%

Note 13 - Subsequent Events (De

Note 13 - Subsequent Events (Details Narrative) - Subsequent Event [Member] - USD ($)	Aug. 02, 2016	Jul. 06, 2016
Consulting agreement [Member]
Officers compensation	$ 7,500
Common stock issued as compensation	50,000
Director [Member]
Common stock issued as compensation		50,000