Jacksam (JKSM) 10-Q 23 Jun 20 2020 Q1 Quarterly report Financial data

Cover

Cover - shares	3 Months Ended
	Mar. 31, 2020	Jun. 04, 2020
Cover [Abstract]
Entity Registrant Name	Jacksam Corp
Entity Central Index Key	0000860543
Document Type	10-Q
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	true
Entity Current Reporting Status	Yes
Document Period End Date	Mar. 31, 2020
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2020
Entity Ex Transition Period	false
Entity Common Stock Shares Outstanding		62,514,830
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Mar. 31, 2020	Dec. 31, 2019
Current Assets:
Cash	$ 434,591	$ 453,623
Accounts receivable, net	139,318	105,510
Inventory, net	156,742	189,841
Prepaid expenses	148,613	251,539
Total Current Assets	879,264	1,000,513
Property and equipment, net	13,013	13,280
Right of use asset - operating lease	0	9,299
Total Assets	892,277	1,023,092
Current Liabilities:
Accounts payable and accrued expenses	682,634	696,633
Deferred revenue	967,183	1,343,983
Convertible notes payable, current portion	903,000	1,067,983
Notes payable	(211,662)	(145,331)
Right of use liability - operating lease	0	9,837
Derivative liability	3,714,339	504,750
Accrued liabilities - other	1,642,118	1,642,118
Total Current Liabilities	8,120,936	5,410,635
Other long-term liabilities	178,750	220,000
Total Liabilities	8,299,686	5,630,635
Commitment	0	0
Stockholders' Deficit:
Preferred stock - 10,000,000 authorized, $0.001 par value, 0 shares issued and outstanding	0	0
Common stock - 90,000,000 authorized, $0.001 par value, 63,348,163 and 62,871,972 shares issued and outstanding, respectively	63,348	62,872
Additional paid-in capital	4,168,759	3,396,369
Subscriptions payable, consisting of 8,816,661 and 0 shares of common stock as of March 31, 2020 and December 31, 2019, respectively.	1,689,803	0
Accumulated deficit	(13,329,319)	(8,066,784)
Total Stockholders' Deficit	(7,407,409)	(4,607,543)
Total Liabilities and Stockholders' Deficit	$ 892,277	$ 1,023,092

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2020	Dec. 31, 2019
Stockholders' Deficit
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares par value	$ 0.001	$ 0.001
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, shares authorized	90,000,000	90,000,000
Common stock, shares par value	$ 0.001	$ 0.001
Common stock, shares issued	63,348,163	62,871,972
Common stock, shares outstanding	63,348,163	62,871,972
Subscriptions payable of common stock, shares	8,816,661	0

Consolidated Statements of Oper

Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Consolidated Statements of Operations (Unaudited)
Sales	$ 653,222	$ 1,624,254
Cost of Sales	308,018	1,130,620
Gross Profit	345,204	493,634
Operating Expenses
Salaries and wages (including contractors)	253,129	544,918
Other selling, general and administrative expenses	154,859	590,584
Total Operating Expenses	407,988	1,135,502
Loss from Operations	(62,784)	(641,868)
Other Expense
Other expense	0	(2,548)
Derivative gain (loss)	(3,742,107)	0
Interest expense	(1,457,644)	(24,827)
Total Other Expense	(5,199,751)	(27,375)
Net Loss	$ (5,262,535)	$ (669,243)
Net loss per share
Basic and diluted	$ (0.08)	$ (0.01)
Weighted average shares outstanding
Basic and diluted	62,294,474	52,381,005

Consolidated Statements of Stoc

Consolidated Statements of Stockholders' Deficit (Unaudited) - USD ($)	Total	Shares Payable	Common Stock	Paid-in Capital	Accumulated Deficit
Balance, shares at Dec. 31, 2018			41,828,952
Balance, amount at Dec. 31, 2018	$ (4,460,564)		$ 48,272	$ 10,661	$ (4,519,497)
Cumulative effect of ASU 2016-02	(2,407)	$ 0	$ 0	0	(2,407)
Common stock issued for debt conversion, shares			10,579,661
Common stock issued for debt conversion, amount	3,203,500	0	$ 10,580	3,192,920	0
Exercise of common stock warrants, shares			2,000,000
Exercise of common stock warrants, amount	2,000	0	$ 2,000	0	0
Convertible debt imputed interest	22,945	0	0	22,945	0
Net loss	(669,243)	0	$ 0	0	(669,243)
Balance, shares at Mar. 31, 2019			54,408,613
Balance, amount at Mar. 31, 2019	(1,903,769)	0	$ 60,852	3,226,526	(5,191,147)
Balance, shares at Dec. 31, 2019			62,871,972
Balance, amount at Dec. 31, 2019	(4,607,543)	0	$ 62,872	3,396,369	(8,066,784)
Common stock issued for debt conversion, shares			476,191
Common stock issued for debt conversion, amount	1,500,000	1,333,333	$ 476	166,191	0
Convertible debt imputed interest	151	0	0	151	0
Net loss	(5,262,535)				(5,262,535)
Sale of common stock units	356,470	356,470	$ 0	0	0
Extinguishment of derivative liability due to conversion	606,048			606,048
Balance, shares at Mar. 31, 2020			63,348,163
Balance, amount at Mar. 31, 2020	$ (7,407,409)	$ 1,689,803	$ 63,348	$ 4,168,759	$ (13,329,319)

Consolidated Statements of Cash

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Cash Flows from Operating Activities
Net loss	$ (5,262,535)	$ (669,243)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense	267	266
Imputed interest	151	22,945
Amortization of debt discount	1,426,698	0
Derivative gain	3,742,107	0
Inventory impairment	0	128,640
Net change in:
Accounts receivable	(33,808)	(12,554)
Inventory	33,099	174,475
Prepaid expenses	102,926	(100,565)
Right of use asset	9,299	0
Other assets	0	1,785
Accounts payable and accrued expenses	(12,349)	(130,474)
Right of use liability	(9,837)	0
Other long-term liabilities	(41,250)	0
Deferred revenue	(376,800)	189,608
Net cash used in operating activities	(422,032)	(395,117)
Cash Flows from Investing Activities
Purchase of property and equipment	0	0
Net cash provided by investing activities	0	0
Cash Flows from Financing Activities
Payment on convertible notes payable	(70,000)	0
Proceeds from notes payable	43,000	0
Payment on notes payable	0	(8,624)
Proceeds from sale of common stock units	430,000	0
Proceed from exercise of common stock warrants	0	2,000
Net cash provided by financing activities	403,000	(6,624)
Net Change in Cash	(19,032)	(401,741)
Cash Balance, Beginning of Period	453,623	1,146,374
Cash Balance, End of Period	434,591	744,633
Cash paid for:
Income taxes	0	0
Interest	$ 0	$ 10,408
Non-cash transactions:
Common stock issued to settle convertible notes payable	1,500,000	3,203,500
Derivative liability recognized at issuance of warrants	$ 75,530	$ 0
Extinguishment of derivative to conversion and repayment	608,328	0
Capitalization of right of use asset for operating lease	$ 0	$ 44,138

Organization and Nature of Oper

Organization and Nature of Operations	3 Months Ended
	Mar. 31, 2020
Organization and Nature of Operations
Note 1 - Organization and Nature of Operations	Jacksam Corporation dba Convectium is a technology company that designs and develops high-performance automation machines and solutions for the medical and recreational cannabis, hemp and CBD segments of the larger e-cigarette and vaporizer markets. Prior to July 2019, the Company’s product line primarily consisted of the 710 Shark cartridge filling machine, the 710 Captain cartridge capping machine, and proprietary cartridges. After July 2019, the Company added the eShark cartridge filling machine into its product line, discontinued the sales of proprietary cartridges, and entered into a strategic partnership with Jupiter Research, which enabled the Company to distribute C-Cell cartridges under a profit-sharing agreement with Jupiter Research. The Company’s customers are primarily businesses operating in jurisdictions that have some form of cannabis legalization. These businesses include medical and recreational dispensaries, large and small-scale processors and growers, multi-state operators, and distributors. The Company utilizes its direct sales force, website, Jupiter Research’s sales force, independent sales representatives, and a wide range of referral network to sell its products. The Company was originally organized under the laws of the State of Nevada on September 21, 1989 under the name of Fulton Ventures, Inc. Effective November 16, 2009, management at that time changed the name of Fulton Ventures, Inc. to China Grand Resorts, Inc. After the September 30, 2014 10-Q filing, the management of China Grand Resorts, Inc. abandoned the Company and its subsidiaries were taken back by Chinese national companies in China who owned them. The remaining parent company, China Grand Resorts, Inc., became a dormant company until 2016 when a new shareholder Bryan Glass became the majority shareholder and owner of the Company. On September 14, 2018, the Company’s wholly owned subsidiary, Jacksam Acquisition Corp., a corporation formed in the State of Nevada on September 11, 2018, or the Acquisition Sub, merged with and into Jacksam, a corporation incorporated in the State of Delaware in August 2013. On November 5, 2018, current management merged Jacksam into the parent Company, China Grand Resorts, Inc. In connection with the transaction, current management amended our articles of incorporation to change the Company’s name from China Grand Resorts, Inc. to Jacksam Corporation dba Convectium. Since the Merger, the Company has been operated under the control of current management and continued to operate the business of Jacksam Corporation, described herein, as our sole business. In accordance with the terms of the Exchange Agreement, and in connection with the completion of the acquisition, on the Closing Date, the Company issued 45,000,000 shares of common stock at par value $0.001 per share to the Jacksam shareholders in exchange for all of the issued and outstanding shares of Jacksam. In addition, the previous owners of China Grand Resorts, Inc. returned 30,000,000 shares of common stock to the treasury of the Company. Following the acquisition, there was a total of 48,272,311 shares of common stock issued and outstanding, of which 3,272,311 were held by shareholders of the Company prior to the merger. In connection with the above transaction, $340,000 was paid to the former controlling shareholder related to the return of 30,000,000 shares of common stock. In accordance with “reverse merger” or “reverse acquisition” accounting treatment, the historical financial statements of China Grand Resorts, Inc., as of period ends and for periods ended prior to the Merger, will be replaced with the historical financial statements of Jacksam, prior to the Merger, in all future filings with the SEC.

Significant Accounting Policies

Significant Accounting Policies	3 Months Ended
	Mar. 31, 2020
Significant Accounting Policies
Note 2 - Significant Accounting Policies	Basis of Preparation The interim unaudited consolidated financial statements as of March 31, 2020, and for the three months ended March 31, 2020 and 2019, have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information on the same basis as the annual financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period. They do not include all of the information and footnotes required by GAAP for complete financial statements. Therefore, these financial statements should be read in conjunction with the Company’s audited financial statements and notes filed with the SEC for the year ended December 31, 2019. Inventory Inventories are stated at the lower of cost, determined on the first-in, first-out (FIFO) method or net realizable value. Cost principally consists of the purchase price (adjusted for lower of cost or market), customs, duties, and freight. The Company periodically reviews historical sales activity to determine potentially obsolete items and evaluates the impact of any anticipated changes in future demand. The March 31, 2020 and December 31, 2019 inventory consisted entirely of finished goods. The Company will maintain an allowance based on specific inventory items that have shown no activity over a 24-month period. The Company tracks inventory as it is disposed, scrapped or sold at below cost to determine whether additional items on hand should be reduced in value through an allowance method. As of March 31, 2020 and December 31, 2019, the Company has determined that no allowance is required. Revenue Recognition The Company derives revenues from the sale of machines and consumable products. Revenues are recognized when control of the promised goods or services is transferred to the customer in an amount that reflects the consideration the Company expects to be entitled to in exchange for transferring those goods or services. Revenue is recognized based on the following five step model: - Identification of the contract with a customer - Identification of the performance obligations in the contract - Determination of the transaction price - Allocation of the transaction price to the performance obligations in the contract - Recognition of revenue when, or as, the Company satisfies a performance obligation Performance Obligations Sales of machines and consumable products are recognized when all the following criteria are satisfied: (i) a contract with an end user exists which has commercial substance; (ii) it is probable the Company will collect the amount charged to the end user; and (iii) the Company has completed its performance obligation whereby the end user has obtained control of the product. A contract with commercial substance exists once the Company receives and accepts a purchase order or once it enters into a contract with an end user. If collectability is not probable, the sale is deferred and not recognized until collection is probable or payment is received. Control of products typically transfers when title and risk of ownership of the product has transferred to the customer. The customer has a 10-day period to inspect the equipment and may return the product if it does not meet the agreed-upon specifications. For contracts with multiple performance obligations, the Company allocates the total transaction price to each performance obligation in an amount based on the estimated relative standalone selling prices of the promised goods or services underlying each performance obligation. The Company uses an observable price to determine the stand-alone selling price for separate performance obligations or a cost-plus margin approach when one is not available. Historically, the Company’s contracts have not had multiple performance obligations. Most the Company’s performance obligations are recognized at a point in time related to the sale of machines and consumable products. Sales, value add, and other taxes collected concurrent with revenue-producing activities are excluded from revenue. Incidental items that are immaterial in the context of the contract are recognized as expense. Payment terms between invoicing and when payment is due is less than one year. As of March 31, 2020, none of the Company’s contracts contained a significant financing component. The Company elected the practical expedient to not adjust the amount of revenue to be recognized under a contract with an end user for the effects of time value of money when the timing difference between receipt of payment and recognition of revenue is less than one year. The majority of the Company’s contracts offer an assurance-type warranty of the products at no additional cost for a period of 3 years. Assurance-type warranties provide a customer with assurance that the related product will function as the parties intended because it complies with agreed-upon specifications. Such warranties do not represent a separate performance obligation. At the time a sale is recognized, the Company estimated future warranty costs, which were trivial. Transaction Price Allocated to the Remaining Performance Obligations At a given point in time, the Company may have collected payment for future sales of product to begin production. These transactions are deferred until the product transfers to the customer and the performance obligation is considered complete. As of March 31, 2020, $967,183 in revenue is expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) at the end of the reporting period. The Company expects to recognize all of our unsatisfied (or partially unsatisfied) performance obligations as revenue in the next twelve months. Contract Costs Costs incurred to obtain a customer contract are not material to the Company. The Company elected to apply the practical expedient to not capitalize contract costs to obtain contracts with a duration of one year or less, which are expensed and included within cost of goods and services. Critical Accounting Estimates Estimates are used to determine the amount of variable consideration in contracts, the standalone selling price among separate performance obligations and the measure of progress for contracts where revenue is recognized over time. The Company reviews and updates these estimates regularly. Disaggregation of Revenue All machine sales and most consumable products sales are completed in North America. Three Months Ended March 31, 2020 Three Months Ended March 31, 2019 Machine sales $ 568,204 $ 643,002 Consumable product sales 85,018 981,252 Total sales $ 653,222 $ 1,624,254 Net Loss Per Common Share Basic net loss per common share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period. Potential common stock equivalents are determined using the treasury stock method. For diluted net loss per share purposes, the Company excludes stock options and other stock-based awards, including shares issued as a result of option exercises that are subject to repurchase by the Company, whose effect would be anti-dilutive from the calculation. During the three months ended March 31, 2020 and 2019, common stock equivalents were excluded from the calculation of diluted net loss per common share, as their effect was anti-dilutive due to the net loss incurred. Therefore, basic and diluted net loss per share was the same in all periods presented. The Company had 23,814,676 and 3,075,000 potentially dilutive securities that have been excluded from the computation of diluted weighted-average shares outstanding as of March 31, 2020 and 2019, respectively, as they would be anti-dilutive. Going Concern The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company has negative working capital, recurring losses, and does not have a source of revenues sufficient to cover its operating costs. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent upon its ability to successfully execute the business plan and attain profitable operations. The accompanying financial statements do not include any adjustments that may be necessary if the Company is unable to continue as a going concern. In the coming year, the Company’s foreseeable cash requirements will relate to continual development of the operations of its business, maintaining its good standing and making the requisite filings with the SEC, and the payment of expenses associated with operations and business developments. The Company may experience a cash shortfall and be required to raise additional capital. Historically, it has mostly relied upon convertible notes payable and cash flows from operations to finance its operations and growth. Management may raise additional capital by retaining net earnings or through future private offerings of the Company’s stock or through loans from private investors, although there can be no assurance that it will be able to obtain such financing. The Company’s failure to do so could have a material and adverse effect upon it and its shareholders. Recently Issued Accounting Pronouncements From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the effect of recently issued standards that are not yet effective and will not have a material effect on its consolidated financial position or results of operations upon adoption. In August 2018, the FASB issued ASU No. 2018-13, “Fair Value Measurement (Topic 820).” This standard modifies disclosure requirements related to fair value measurement and is effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted. Implementation on a prospective or retrospective basis varies by specific disclosure requirement. The standard also allows for early adoption of any removed or modified disclosures upon issuance while delaying adoption of the additional disclosures until their effective date. The Company is currently assessing the impact of adopting this standard on its consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, “Simplifying the Accounting for Income Taxes (Topic 740)”. This standard simplifies the accounting for income taxes. This standard is effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. Early adoption is permitted for all entities. The Company is currently assessing the impact of adopting this standard on its consolidated financial statements.

Property and Equipment

Property and Equipment	3 Months Ended
	Mar. 31, 2020
Property and Equipment
Note 3 - Property and Equipment	Property and equipment consist of the following: March 31, 2020 December 31, 2019 Furniture and fixtures $ 10,425 $ 10,425 Equipment 7,579 7,579 Trade show display 2,640 2,640 Total 20,644 20,644 Less: Accumulated depreciation (7,630 ) (7,364 ) Property and equipment net $ 13,013 $ 13,280 Depreciation expense amounted to $267 and $265 for the three months ended March 31, 2020 and 2019, respectively.

Accounts Payable and Accrued Ex

Accounts Payable and Accrued Expenses	3 Months Ended
	Mar. 31, 2020
Accounts Payable and Accrued Expenses
Note 4 - Accounts Payable and Accrued Expenses	Accounts payable and accrued expenses consist of the following: March 31, 2020 December 31, 2019 Accounts payable $ 304,568 $ 347,850 Credit cards payable 45,431 48,743 Accrued interest 27,332 4,778 Sales tax payable 140,303 130,262 Accrued officer consulting cost 165,000 165,000 Total Accounts payable and accrued expenses $ 682,634 $ 696,633

Notes Payable

Notes Payable	3 Months Ended
	Mar. 31, 2020
Notes Payable
Note 5 - Notes Payable	A summary of Notes Payable are as follows: March 31, 2020 December 31, 2019 Note payable dated December 31, 2019, bearing interest at 3% monthly, maturing February 29, 2020 (amended on April 22, 2020) $ 164,835 $ 164,835 Note payable dated February 6, 2020, bearing interest at 3% monthly, maturing April 6, 2020 (amended on April 22, 2020) 47,253 - Total notes payable 212,088 164,835 Less: unamortized discount and deferred financing costs (426 ) (19,504 ) Less: current portion (211,662 ) (145,334 ) Long-term portion of notes payable $ - $ - On December 31, 2019, the Company entered into an inventory financing arrangement with a single lender, whereby $150,000 was paid by the lender directly to a vendor to secure inventory for the sales to customers in January 2020. The Company will repay $164,835 of principal and interest by February 29, 2020. The interest and fees of $14,835 were recorded as debt discount and were amortized through the maturity date. The Company also paid a deferred finance cost of $5,000 which was amortized through the maturity date. The Company entered into a second agreement on February 6, 2020 with the same lander for an additional $43,000 of funding. The Company will repay $47,253 at maturity on April 6, 2020. On April 22, 2020, these two notes payable were refinanced with the lender into a single agreement whereby the Company will make an initial repayment of $74,231 and 24 monthly payments of $7,467, for total payments of $253,439. As of March 31, 2020 and December 31, 2019, accrued interest on these loan outstanding balances for $27,332 and $4,776, respectively. The Company amortized $23,331 of debt discount and deferred finance costs to interest expense related to notes payable.

Convertible Notes Payable

Convertible Notes Payable	3 Months Ended
	Mar. 31, 2020
Convertible Notes Payable
Note 6 - Convertible Notes Payable	The following table summarizes outstanding convertible notes as of March 31, 2020 and December 31, 2019: March 31, 2020 December 31, 2019 2017 Notes, maturing December 2020, currently past due $ 15,000 $ 15,000 June 2019 Notes, maturing March 25, 2020, currently past due 448,888 2,018,889 December 2019 Notes, maturing June 10, 2020 560,000 560,000 Total 1,023,889 2,593,889 Less: Debt discount and deferred finance costs on short-term convertible notes (120,889 ) (1,525,906 ) Less: Current convertible notes payable, net of discount (903,000 ) (1,067,983 ) Total long-term convertible notes payable, net $ - $ - In June and July 2019, the Company issued convertible notes to 10 investors with a principal amount of $2,388,889, receiving $1,583,333 in net cash proceeds (the “June 2019 Notes”). The June 2019 Notes had an original issue discount of $238,889, and the Company incurred an interest charge deducted from the gross proceeds of $358,333, based on a 15% stated rate. The total of $597,222 was recorded as debt discount. Additionally, the Company paid $132,848 of financing costs, which were recorded as a reduction of the carrying value of the debt. The deferred financing costs and debt discounts are being amortized using the effective interest method through the maturity of the June 2019 Notes. The June 2019 Notes matured on March 25, 2020 and are convertible into the Company’s common stock at a per share price of $0.35 at any time subsequent to the issuance date. The June 2019 Notes contain a down round feature, whereby any sale of common stock or common stock equivalent at a price per share lower than the conversion price of the June 2019 Notes will result in the conversion price being lowered to the new price. The warrants contain the same down round feature as the notes. As a result of a dilutive issuance during the three months ended March 31, 2020, the exercise price of the remaining notes payable and the warrants is currently $0.20 per share. The convertible debt outstanding as of March 31, 2020 was convertible into 5,044,440 shares of common stock. During the three months ended March 31, 2020, $1,500,000 of the principal on the June 2019 Notes was converted into 7,142,852 shares of common stock, of which 476,191 were issued by March 31, 2020. The remaining $448,888 of principal on these notes were in default as of March 31, 2020. On May 19, 2020, the holder of $444,444 of the notes agreed to extend the repayment period to December 31, 2020. There were no other changes to terms of the convertible notes payable. In December 2019, the Company issued convertible notes to an institutional investor with a principal amount of $560,000 (the “December 2019 Notes”) with an original issue discount of $56,000 and a maturity date of June 10, 2020. The Company paid $44,000 of deferred finance costs. The Company also issued 186,667 shares of common stock to the lender of the December 2019 Notes as deferred finance costs, valued at $81,200 based on the closing price of the stock at the date of borrowing. This lender also received 933,333 shares of common stock valued at $406,000 as a share lending arrangement, which the company recorded as contra-equity. The shares may be returned to the Company if the debt is satisfied in full by the maturity date. If the debt is not repaid by the maturity date, the shares are concerned fully earned, and the fair value of the shares will be amortized in full to expense. This note of $560,000 was paid off in full in June 2020. The Company amortized $1,405,017 of debt discount and deferred finance costs to interest expense related to convertible notes payable during the three months ended March 31, 2020. The Company evaluated the embedded conversion features of the convertible debt instruments and the warrants discussed above and determined that the conversion options and the warrants should be accounted for as derivative liabilities. The fair values of the conversion option and the attached warrants were estimated using a binomial model with the following assumptions: As of March 31, 2020 Conversion Option Warrants Volatility 130.4 % 82.9-88.7 % Dividend Yield 0 % 0 % Risk-free rate 0.11 % 0.29-0.37% Expected term 0.50 years 3-4.25 years Stock price $ 0.2399-0.545 $ 0.545 Exercise price $ 0.20-0.35 $ 0.20-0.30 Derivative liability fair value $ 1,740,332 $ 1,974,007 All fair value measurements related to the derivative liabilities are considered significant unobservable inputs (Level 3) under the fair value hierarchy of ASC 820. The table below presents the change in the fair value of the derivative liability during the three months ended March 31, 2020: Fair value as of December 31, 2019 $ 504,750 Fair value on the date of issuance related to warrants issued 73,530 Extinguishment due to repayment of debt (2,280 ) Extinguishment due to conversion of debt (606,048 ) Loss on change in fair value of derivatives 3,744,387 Fair value as of March 31, 2020 $ 3,714,339

Equity

Equity	3 Months Ended
	Mar. 31, 2020
Equity
Note 7 - Equity	Common Stock As of March 31, 2020, the authorized capital stock of the Company consists of 100,000,000 shares, of which 90,000,000 shares are designated as common stock and 10,000,000 shares of preferred stock. During the three months ended March 31, 2020, the Company issued 476,191 shares of common stock related to the conversion of $166,667 of Convertible Notes Payable. Additionally, principal of $1,333,333 was converted into 6,666,661 shares of common stock that have not yet been issued. During the three months ended March 31, 2020, the Company received $430,000 of cash proceeds related to sale of 2,150,000 common stock units at $0.20 per unit. Each unit consists of a share of common stock and a warrant to purchase half a share of common stock at an exercise price of $0.30 for a period of three years from issuance. The common shares related to these unit sales have not yet been issued. As a result of the down round provision in the convertible debt described above, the fair value of the warrants was estimated using a binomial model and were accounted for as a derivative liability, due to the potentially unlimited number of shares that can be issued upon conversion of the debt instruments. Stock Warrants A summary of stock warrant information is as follows: Aggregate Number Aggregate Exercise Price Weighted Average Exercise Price Outstanding at December 31, 2019 5,785,714 $ 1,292,100 $ 0.22 Granted 1,075,000 322,500 0.30 Exercised - - - Forfeited and cancelled - - - Outstanding at March 31, 2020 6,860,714 $ 1,061,743 $ 0.15 The weighted average remaining contractual life is approximately 2.9 years for stock warrants outstanding with a total intrinsic value of $2,677,346 on March 31, 2020. All of the above warrants were fully vested. During the three months ended March 31, 2020, a total of 3,685,714 warrants associated with the June 2019 Notes had their exercise price reset to $0.20 as a result of the sale of common stock units described above.

Related Party

Related Party	3 Months Ended
	Mar. 31, 2020
Related Party
Note 8 - Related Party	Mark Adams, CEO, and David Hall, EVP of Sales invested in the June 2019 Notes. Mr. Adams and Mr. Hall contributed $250,000 and $100,000 respectively, and converted their debt during the three months ended March 31, 2020 into shares of common stock of 1,388,885 and 555,555, respectively, that have not yet to be issued.

Commitments

Commitments	3 Months Ended
	Mar. 31, 2020
Commitments
Note 9 - Commitments	Employment Agreement In December 2017, the Company entered into an employment agreement with Daniel Davis and Mark Adams. As of the Effective Date, and for one year of the date therefrom, the Executive’s annual salary shall be equal to $180,000 and $120,000, respectively, per annum (the “Annual Salary”). The Annual Salary shall be paid to the Executive in equal installments in accordance with the Company’s usual payroll practices. Executive’s Annual Salary shall increase automatically at the rate of five percent (5%) per year for four years, beginning on the anniversary date of the Effective Date. In addition to the automatic raises set forth above, the Annual Salary may also be increased from time to time by merit and general increases in amounts determined by the Board. Performance Bonus. In addition to the Annual Salary, the Executive is eligible to earn an annual bonus of up to thirty percent (30%) of Executive’s Annual Salary (the “Performance Bonus”). The amount of the Performance Bonus will be determined in good faith by the Board, based upon the following factors: (a) Fifty percent (50%) of the Performance Bonus shall be based upon the achievement of the Executive’s individual objectives, as defined in writing and presented to Executive annually by the Board. (b) Fifty percent (50%) of the Performance Bonus shall be based upon the achievement of Company objectives, which shall include specifically, meeting or exceeding the revenue targets and other objectives as determined by the Board. The initial set of performance objectives, both for Executive individually and for the Company, will be reasonably established by the Board within sixty (60) days of the Effective Date of this Agreement. Subsequent performance objectives, both for Executive individually and for the Company, will be reasonably established by the Board within sixty (60) days of the beginning of the calendar year to which the Performance Bonus relates. The Performance Bonus shall be paid to Executive in the first regular payroll period after the Board makes a good faith determination that such Performance Bonus has been earned, but in no event shall the Performance Bonus be paid later than March 1 of the calendar year immediately following the calendar year in which the bonus was earned. In addition to salary, the agreement provided for the option of 1,000,000 common shares of the Company, which shall vest at a rate of 28,000 share for each full one-month period worked from the Effective Date. If this Agreement is terminated pursuant to written notice by the Company to the Executive on or before the date that is one year after the Effective Date, all the options shall vest and the Executive shall retain the options subject to their terms and the terms hereof. The options may contain terms providing the issuer the right to accelerate vesting and/or require the exercise of options prior to the initial public offering and listing of the issuer. The Company may arrange for the grant of additional options to the Executive from time to time based on the Executive’s performance and other relevant factors as the Board may determine in its discretion. All options to purchase Holdings Shares granted to the Executive shall be subject to the terms of the stock option agreement pursuant to which they are granted and the terms of the stock option plan under which they are granted in effect from time to time. Shares issuable on exercise of the options shall be subject to any escrow, trading restriction, or other requirement imposed by any stock exchange or securities regulatory authority upon initial public offering or listing of the shares. The Executive shall take such steps and execute and deliver such documents as may be required to affect the foregoing. The Company may terminate Executive’s employment for Cause immediately upon Notice from the Company to Executive. For purposes of this Agreement, “Cause” shall mean the occurrence of any of the following: (i) Executive’s conviction of or plea of nolo contendere to any felony crime involving fraud, dishonesty, or moral turpitude; (ii) Executive’s commission of, or participation in, a fraud against the Company. In the event Executive’s employment is terminated for Cause, the Company shall have no further obligations to the Executive other than to pay all compensation and expense reimbursements owing for services rendered and reasonable business expenses incurred by Executive prior to the effective date of such termination. Upon termination of this agreement pursuant, the Company shall provide to the Executive: (a) A lump sum payment equal to the greater of (i) twelve (12) months’ Annual Salary at the Executive’s then- current rate, or (ii) Executive’s Annual Salary for the remainder of the Term; (b) if applicable, to the extent permitted by the Company’s group insurance carrier and applicable law, continued group insurance benefits coverage, together with reimbursement of the individual life insurance premium for the period of time equal to the number of months in respect of which payment is due pursuant and; (c) any other amounts (including but not limited to any earned Performance Bonus during the Executive’s active employment that may be payable pursuant to this Agreement) accrued and earned by the Executive prior to the effective date of termination. If a Change of Control occurs and the Executive is not offered continued employment on a comparable basis after the Change of Control, the Executive shall be entitled to receive, within thirty (30) days after the Change of Control, a sum equivalent to twelve (12) months’ Annual Salary, plus an additional 4% of Annual Salary in lieu of benefits, and any Performance Bonus that has been earned by Executive prior to the effective date of the Executive’s termination from the Company. Thereafter, the Company shall have no further obligations to the Executive under this Agreement other than payment of any other amounts accrued as owing to the Executive under this Agreement as of the date the Change of Control occurs. On May 31, 2019, the Company entered into a consulting agreement with Daniel Davis, a former executive of the Company, related to his departure from employment with the Company. The agreement requires Daniel Davis to provide limited consulting services to the Company for a period of up to three years beginning May 1, 2019 in exchange for $165,000 per year. The Company made payments of $41,250 during the three months ended March 31, 2020, leaving a balance of $165,000, included in accounts payable and accrued expenses and $178,750 in other long-term liabilities on the consolidated balance sheet. In addition, the Company entered into a lock up agreement with Daniel Davis that restricts the number of shares Daniel Davis can otherwise publicly sell for a period of up to three years to one third of the volume limits set forth under SEC Rule 144. Daniel Davis also agreed to a standstill agreement that provides that for a period of up to three years Daniel Davis will not seek to influence the governance of the Company, including by participation in any solicitation of other shareholders, promotion of any extraordinary transaction, nomination of any candidate to the Board or by seeking the removal of any existing directors. Leases The Company has a single operating lease for an office lease in Rancho Santa Margarita, California with an initial term of 37 months. Base monthly rent was approximately $3,200 per month plus net operating expenses. The office lease expired in February 2020, and the Company is currently continuing the lease on a month to month basis. The Company also maintains short-term rental agreements for certain storage facilities. Total rent expense for these rentals was $7,858 and $5,948 for the three months ended March 31, 2020 and 2019, respectively.

Accrued Liabilities Other

Accrued Liabilities Other	3 Months Ended
	Mar. 31, 2020
Accrued Liabilities Other
Note 10 - Accrued Liabilities - Other	Prior to the Merger, China Grand Resorts, Inc. recorded various liabilities that were incurred by former related parties. The current management team is not aware of any written agreements in place governing the terms of the loans nor have they been in contact with the debt holders however recognizes that China Grand Resorts, Inc. previously reported these amounts as liabilities of the Company. In accordance with ASC 405-20-40, the liabilities may only be removed from the Company’s financial statements if they are paid, formally settled or judicially released. Management believes the relevant statute of limitations has passed and that no enforceable legal claim exists in relation to these liabilities of $1,642,118, but does not believes that is sufficient to remove the liability from the financial statements. Management does not intend to remove these liabilities of $1,642,118 from the Company’s financial statements until such time that the liability is formally settled or judicially released in accordance with ASC 405-20-40. Due to the lack of written agreements and other factors noted above, management concluded to no longer accrue interest on these loans.

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2020
Subsequent Events
Note 11 - Subsequent Events	Subsequent to March 31, 2020, the Company sold an additional 625,000 common stock units (including 312,500 warrants) for proceeds of $125,000. On April 22, 2020, the single lender and holder of the notes payable of $212,088 agreed to restructure the two notes payable into a single payment arrangement, with an initial payment due of $74,231 and 24 monthly payments of $7,467. In April 2020, the Company received $399,000 under the Small Business Administration’s Payroll Protection Program. The loan bears interest at a fixed rate of 1%, and matures on April 17, 2020, payable monthly with payments beginning six months after issuance. In accordance with the terms of the Payroll Protection Program, a portion of this loan may be forgiven if the loan proceeds are used for payroll, mortgage, rent and utility costs, but no more than 40% of the forgiveness amount can be related to nonpayroll costs. On May 19, 2020, the holder of $444,444 of convertible June 2019 Notes agreed to extend the maturity date to December 31, 2020. No other terms of this convertible note payable were changed. On June 2, 2020, the Company paid off the December 2019 convertible note payable of $560,000 in full.

Significant Accounting Polici_2

Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2020
Significant Accounting Policies
Basis of Preparation	The interim unaudited consolidated financial statements as of March 31, 2020, and for the three months ended March 31, 2020 and 2019, have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information on the same basis as the annual financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period. They do not include all of the information and footnotes required by GAAP for complete financial statements. Therefore, these financial statements should be read in conjunction with the Company’s audited financial statements and notes filed with the SEC for the year ended December 31, 2019.
Inventory	Inventories are stated at the lower of cost, determined on the first-in, first-out (FIFO) method or net realizable value. Cost principally consists of the purchase price (adjusted for lower of cost or market), customs, duties, and freight. The Company periodically reviews historical sales activity to determine potentially obsolete items and evaluates the impact of any anticipated changes in future demand. The March 31, 2020 and December 31, 2019 inventory consisted entirely of finished goods. The Company will maintain an allowance based on specific inventory items that have shown no activity over a 24-month period. The Company tracks inventory as it is disposed, scrapped or sold at below cost to determine whether additional items on hand should be reduced in value through an allowance method. As of March 31, 2020 and December 31, 2019, the Company has determined that no allowance is required.
Revenue Recognition	The Company derives revenues from the sale of machines and consumable products. Revenues are recognized when control of the promised goods or services is transferred to the customer in an amount that reflects the consideration the Company expects to be entitled to in exchange for transferring those goods or services. Revenue is recognized based on the following five step model: - Identification of the contract with a customer - Identification of the performance obligations in the contract - Determination of the transaction price - Allocation of the transaction price to the performance obligations in the contract - Recognition of revenue when, or as, the Company satisfies a performance obligation Performance Obligations Sales of machines and consumable products are recognized when all the following criteria are satisfied: (i) a contract with an end user exists which has commercial substance; (ii) it is probable the Company will collect the amount charged to the end user; and (iii) the Company has completed its performance obligation whereby the end user has obtained control of the product. A contract with commercial substance exists once the Company receives and accepts a purchase order or once it enters into a contract with an end user. If collectability is not probable, the sale is deferred and not recognized until collection is probable or payment is received. Control of products typically transfers when title and risk of ownership of the product has transferred to the customer. The customer has a 10-day period to inspect the equipment and may return the product if it does not meet the agreed-upon specifications. For contracts with multiple performance obligations, the Company allocates the total transaction price to each performance obligation in an amount based on the estimated relative standalone selling prices of the promised goods or services underlying each performance obligation. The Company uses an observable price to determine the stand-alone selling price for separate performance obligations or a cost-plus margin approach when one is not available. Historically, the Company’s contracts have not had multiple performance obligations. Most the Company’s performance obligations are recognized at a point in time related to the sale of machines and consumable products. Sales, value add, and other taxes collected concurrent with revenue-producing activities are excluded from revenue. Incidental items that are immaterial in the context of the contract are recognized as expense. Payment terms between invoicing and when payment is due is less than one year. As of March 31, 2020, none of the Company’s contracts contained a significant financing component. The Company elected the practical expedient to not adjust the amount of revenue to be recognized under a contract with an end user for the effects of time value of money when the timing difference between receipt of payment and recognition of revenue is less than one year. The majority of the Company’s contracts offer an assurance-type warranty of the products at no additional cost for a period of 3 years. Assurance-type warranties provide a customer with assurance that the related product will function as the parties intended because it complies with agreed-upon specifications. Such warranties do not represent a separate performance obligation. At the time a sale is recognized, the Company estimated future warranty costs, which were trivial. Transaction Price Allocated to the Remaining Performance Obligations At a given point in time, the Company may have collected payment for future sales of product to begin production. These transactions are deferred until the product transfers to the customer and the performance obligation is considered complete. As of March 31, 2020, $967,183 in revenue is expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) at the end of the reporting period. The Company expects to recognize all of our unsatisfied (or partially unsatisfied) performance obligations as revenue in the next twelve months. Contract Costs Costs incurred to obtain a customer contract are not material to the Company. The Company elected to apply the practical expedient to not capitalize contract costs to obtain contracts with a duration of one year or less, which are expensed and included within cost of goods and services. Critical Accounting Estimates Estimates are used to determine the amount of variable consideration in contracts, the standalone selling price among separate performance obligations and the measure of progress for contracts where revenue is recognized over time. The Company reviews and updates these estimates regularly. Disaggregation of Revenue All machine sales and most consumable products sales are completed in North America. Three Months Ended March 31, 2020 Three Months Ended March 31, 2019 Machine sales $ 568,204 $ 643,002 Consumable product sales 85,018 981,252 Total sales $ 653,222 $ 1,624,254
Net Loss Per Common Share	Basic net loss per common share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period. Potential common stock equivalents are determined using the treasury stock method. For diluted net loss per share purposes, the Company excludes stock options and other stock-based awards, including shares issued as a result of option exercises that are subject to repurchase by the Company, whose effect would be anti-dilutive from the calculation. During the three months ended March 31, 2020 and 2019, common stock equivalents were excluded from the calculation of diluted net loss per common share, as their effect was anti-dilutive due to the net loss incurred. Therefore, basic and diluted net loss per share was the same in all periods presented. The Company had 23,814,676 and 3,075,000 potentially dilutive securities that have been excluded from the computation of diluted weighted-average shares outstanding as of March 31, 2020 and 2019, respectively, as they would be anti-dilutive.
Going Concern	The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company has negative working capital, recurring losses, and does not have a source of revenues sufficient to cover its operating costs. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent upon its ability to successfully execute the business plan and attain profitable operations. The accompanying financial statements do not include any adjustments that may be necessary if the Company is unable to continue as a going concern. In the coming year, the Company’s foreseeable cash requirements will relate to continual development of the operations of its business, maintaining its good standing and making the requisite filings with the SEC, and the payment of expenses associated with operations and business developments. The Company may experience a cash shortfall and be required to raise additional capital. Historically, it has mostly relied upon convertible notes payable and cash flows from operations to finance its operations and growth. Management may raise additional capital by retaining net earnings or through future private offerings of the Company’s stock or through loans from private investors, although there can be no assurance that it will be able to obtain such financing. The Company’s failure to do so could have a material and adverse effect upon it and its shareholders.
Recently Issued Accounting Pronouncements	From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the effect of recently issued standards that are not yet effective and will not have a material effect on its consolidated financial position or results of operations upon adoption. In August 2018, the FASB issued ASU No. 2018-13, “Fair Value Measurement (Topic 820).” This standard modifies disclosure requirements related to fair value measurement and is effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted. Implementation on a prospective or retrospective basis varies by specific disclosure requirement. The standard also allows for early adoption of any removed or modified disclosures upon issuance while delaying adoption of the additional disclosures until their effective date. The Company is currently assessing the impact of adopting this standard on its consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, “Simplifying the Accounting for Income Taxes (Topic 740)”. This standard simplifies the accounting for income taxes. This standard is effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. Early adoption is permitted for all entities. The Company is currently assessing the impact of adopting this standard on its consolidated financial statements.

Significant Accounting Polici_3

Significant Accounting Policies (Tables)	3 Months Ended
	Mar. 31, 2020
Significant Accounting Policies
Schedule of disaggregation of revenue	Three Months Ended March 31, 2020 Three Months Ended March 31, 2019 Machine sales $ 568,204 $ 643,002 Consumable product sales 85,018 981,252 Total sales $ 653,222 $ 1,624,254

Property and Equipment (Tables)

Property and Equipment (Tables)	3 Months Ended
	Mar. 31, 2020
Property and Equipment (Tables)
Schedule of property and equipment	March 31, 2020 December 31, 2019 Furniture and fixtures $ 10,425 $ 10,425 Equipment 7,579 7,579 Trade show display 2,640 2,640 Total 20,644 20,644 Less: Accumulated depreciation (7,630 ) (7,364 ) Property and equipment net $ 13,013 $ 13,280

Accounts payable and accrued _2

Accounts payable and accrued expenses (Tables)	3 Months Ended
	Mar. 31, 2020
Accounts Payable and Accrued Expenses
Schedule of accounts payable and accrued expenses	March 31, 2020 December 31, 2019 Accounts payable $ 304,568 $ 347,850 Credit cards payable 45,431 48,743 Accrued interest 27,332 4,778 Sales tax payable 140,303 130,262 Accrued officer consulting cost 165,000 165,000 Total Accounts payable and accrued expenses $ 682,634 $ 696,633

Notes Payable (Tables)

Notes Payable (Tables)	3 Months Ended
	Mar. 31, 2020
Notes Payable
Summary of notes payable	March 31, 2020 December 31, 2019 Note payable dated December 31, 2019, bearing interest at 3% monthly, maturing February 29, 2020 (amended on April 22, 2020) $ 164,835 $ 164,835 Note payable dated February 6, 2020, bearing interest at 3% monthly, maturing April 6, 2020 (amended on April 22, 2020) 47,253 - Total notes payable 212,088 164,835 Less: unamortized discount and deferred financing costs (426 ) (19,504 ) Less: current portion (211,662 ) (145,334 ) Long-term portion of notes payable $ - $ -

Convertible Notes Payable (Tabl

Convertible Notes Payable (Tables)	3 Months Ended
	Mar. 31, 2020
Convertible Notes Payable (Tables)
Schedule of outstanding convertible notes	March 31, 2020 December 31, 2019 2017 Notes, maturing December 2020, currently past due $ 15,000 $ 15,000 June 2019 Notes, maturing March 25, 2020, currently past due 448,888 2,018,889 December 2019 Notes, maturing June 10, 2020 560,000 560,000 Total 1,023,889 2,593,889 Less: Debt discount and deferred finance costs on short-term convertible notes (120,889 ) (1,525,906 ) Less: Current convertible notes payable, net of discount (903,000 ) (1,067,983 ) Total long-term convertible notes payable, net $ - $ -
Schedule of fair values of conversion option and warrants	As of March 31, 2020 Conversion Option Warrants Volatility 130.4 % 82.9-88.7 % Dividend Yield 0 % 0 % Risk-free rate 0.11 % 0.29-0.37% Expected term 0.50 years 3-4.25 years Stock price $ 0.2399-0.545 $ 0.545 Exercise price $ 0.20-0.35 $ 0.20-0.30 Derivative liability fair value $ 1,740,332 $ 1,974,007
Schedule of fair value of derivative liability	Fair value as of December 31, 2019 $ 504,750 Fair value on the date of issuance related to warrants issued 73,530 Extinguishment due to repayment of debt (2,280 ) Extinguishment due to conversion of debt (606,048 ) Loss on change in fair value of derivatives 3,744,387 Fair value as of March 31, 2020 $ 3,714,339

Equity (Tables)

Equity (Tables)	3 Months Ended
	Mar. 31, 2020
Equity
Summary of stock warrant	Aggregate Number Aggregate Exercise Price Weighted Average Exercise Price Outstanding at December 31, 2019 5,785,714 $ 1,292,100 $ 0.22 Granted 1,075,000 322,500 0.30 Exercised - - - Forfeited and cancelled - - - Outstanding at March 31, 2020 6,860,714 $ 1,061,743 $ 0.15

Organization and Nature of Op_2

Organization and Nature of Operations (Details Narrative) - USD ($)	Mar. 31, 2020	Dec. 31, 2019
Common stock, shares issued	63,348,163	62,871,972
Common stock, shares par value	$ 0.001	$ 0.001
Shareholder [Member]
Common stock issued and outstanding	3,272,311
Treasury stock shares, value	$ 340,000
Exchange Agreement [Member]
Common stock, shares issued	45,000,000
Common stock, shares par value	$ 0.001
Treasury stock shares, shares	30,000,000
Common stock issued and outstanding	48,272,311

Significant Accounting Polici_4

Significant Accounting Policies (Details) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Organization and Nature of Operations (Details Narrative)
Machine sales	$ 568,204	$ 643,002
Consumable product sales	85,018	981,252
Total sales	$ 653,222	$ 1,624,254

Significant Accounting Polici_5

Significant Accounting Policies (Details Narrative) - USD ($)	Mar. 31, 2020	Mar. 31, 2019
Organization and Nature of Operations (Details Narrative)
Revenue to recognized	$ 967,183	$ 0
Potentially dilutive securities	23,814,676	3,075,000

Property and Equipment (Details

Property and Equipment (Details) - USD ($)	Mar. 31, 2020	Dec. 31, 2019
Total	$ 20,644	$ 20,644
Less: Accumulated Depreciation	(7,630)	(7,364)
Property and Equipment net	13,013	13,280
Furniture and Fixtures [Member]
Total	10,425	10,425
Equipment [Member]
Total	7,579	7,579
Trade Show Display [Member]
Total	$ 2,640	$ 2,640

Property and Equipment (Detai_2

Property and Equipment (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense	$ 267	$ 266

Accounts Payable and Accrued _3

Accounts Payable and Accrued Expenses (Details) - USD ($)	Mar. 31, 2020	Dec. 31, 2019
Total Accounts payable and Accrued expenses	$ 682,634	$ 696,633
Accounts payable [Member]
Total Accounts payable and Accrued expenses	304,568	347,850
Credit cards payable [Member]
Total Accounts payable and Accrued expenses	45,431	48,743
Accrued interest [Member]
Total Accounts payable and Accrued expenses	27,332	4,778
Sales tax payable [Member]
Total Accounts payable and Accrued expenses	140,303	130,262
Accrued officer consulting cost [Member]
Total Accounts payable and Accrued expenses	$ 165,000	$ 165,000

Notes Payable (Details)

Notes Payable (Details) - USD ($)	Mar. 31, 2020	Dec. 31, 2019
Total notes payable	$ 212,088	$ 164,835
Less: unamortized discount and deferred financing cots	(426)	(19,504)
Less: current portion	(211,662)	(145,331)
Long term portion of notes payable	0	0
Notes Payable [Member]
Total notes payable	164,835	164,835
Notes Payable One [Member]
Total notes payable	$ 47,253	$ 0

Notes Payable (Details Narrativ

Notes Payable (Details Narrative) - USD ($)	Feb. 06, 2020	Apr. 22, 2020	Dec. 31, 2019	Mar. 31, 2020	Mar. 31, 2019
Amortization of debt discount			$ 14,835
Amortization deferred finance cost	$ 0		5,000
Accrued interest			$ 4,776	$ 27,332
Interest expenses				1,457,644	$ 24,827
Debt discount [Member]
Interest expenses				$ 23,331
Lender [Member]
Inventory financing arrangement, Description	The Company will repay $47,253 at maturity on April 6, 2020		The Company will repay $164,835 of principal and interest by February 29, 2020
Proceeds from lender	$ 43,000		$ 150,000
Lender [Member] | Subsequent Event [Member]
Repayment of debt		$ 74,231
Frequency of payment		Monthly
Periodic payment, monthly		$ 7,467
Total outstanding payment		$ 253,439

Convertible Notes Payable (Deta

Convertible Notes Payable (Details) - USD ($)	Mar. 31, 2020	Dec. 31, 2019
Total	$ 1,023,889	$ 2,593,889
Less: Debt discount and deferred finance costs on short-term convertible notes	(120,889)	(1,525,906)
Less: Current convertible notes payable, net of discount	(903,000)	(1,067,983)
Total long-term convertible notes payable, net	0	0
Convertible Notes Payable One [Member]
Total	15,000	15,000
Convertible Notes Payable Two [Member]
Total	448,888	2,018,889
Convertible Notes Payable Three [Member]
Total	$ 560,000	$ 560,000

Convertible Notes Payable (De_2

Convertible Notes Payable (Details 1)	3 Months Ended
	Mar. 31, 2020USD ($)$ / shares
Warrant [Member]
Dividend Yield	0.00%
Derivative Liability fair value | $	$ 1,974,007
Stock price	$ 0.545
Minimum [Member] | Warrant [Member]
Volatility	82.90%
Risk-free rate	0.29%
Expected term	3 years
Exercise price	$ 0.20
Maximum [Member] | Warrant [Member]
Volatility	88.70%
Risk-free rate	0.37%
Expected term	4 years 2 months 30 days
Exercise price	$ 0.30
Conversion Option [Member]
Volatility	130.40%
Dividend Yield	0.00%
Risk-free rate	0.11%
Expected term	6 months
Derivative Liability fair value | $	$ 1,740,332
Conversion Option [Member] | Minimum [Member]
Exercise price	$ 0.20
Stock price	0.2399
Conversion Option [Member] | Maximum [Member]
Exercise price	0.35
Stock price	$ 0.545

Convertible Notes Payable (De_3

Convertible Notes Payable (Details 2)	3 Months Ended
	Mar. 31, 2020USD ($)
Convertible Notes Payable (Tables)
Fair value as of December 31, 2019	$ 504,750
Fair value on the date of issuance related to warrants issued	73,530
Extinguishment due to repayment of debt	(2,280)
Extinguishment due to conversion of debt	(606,048)
Loss on change in fair value of derivatives	3,744,387
Fair value as of March 31, 2020	$ 3,714,339

Convertible Notes Payable (De_4

Convertible Notes Payable (Details Narrative)	Jun. 02, 2020USD ($)	Jun. 30, 2020USD ($)	Mar. 31, 2020USD ($)integer$ / sharesshares	Mar. 31, 2019USD ($)shares
Interest expenses			$ 1,457,644	$ 24,827
Debt conversion, converted instrument, shares issued | shares			1,500,000	3,203,500
Proceeds from convertible notes payable			$ 43,000	$ 0
Debt discount			1,426,698	$ 0
Convertible Notes Debt discount [Member]
Interest expenses			$ 1,405,017
June 2019 Notes [Member]
Debt conversion, converted instrument, shares issued | shares			7,142,852
Debt conversion, converted instrument, amount			$ 1,500,000
Shares issued upon conversion of debt, shares | shares			476,191
Debt default			$ 448,888
Repayment of debt, description			On May 19, 2020, the holder of $444,444 of the notes agreed to extend the repayment period to December 31, 2020.
Convertible Debentures (December 2019 Notes) [Member] | Investors [Member]
Principal amount			$ 560,000
Original issue discount			$ 56,000
Maturity date			Jun. 10, 2020
Deferred finance costs			$ 44,000
Common stock share issued to lender, shares | shares			186,667
Common stock share issued to lender, amount			$ 81,200
Common stock shares received as a share lending arrangement, shares | shares			933,333
Common stock shares received as a share lending arrangement, amount			$ 406,000
Convertible Debentures (December 2019 Notes) [Member] | Subsequent Event [Member]
Repaymeny of debt	$ 560,000
Convertible Debentures (December 2019 Notes) [Member] | Subsequent Event [Member] | Investors [Member]
Repaymeny of debt		$ 560,000
Convertible Notes (June and July 2019 Notes) [Member]
Debt conversion, converted instrument, shares issued | shares			476,191
Debt conversion, converted instrument, amount			$ 166,667
Convertible Notes (June and July 2019 Notes) [Member] | Investors [Member]
Debt conversion, converted instrument, shares issued | shares			5,044,440
Principal amount			$ 2,388,889
Original issue discount			$ 238,889
Maturity date			Mar. 25, 2020
Proceeds from issuance of convertible debt			$ 1,583,333
Number of investors | integer			10
Proceeds from convertible notes payable			$ 358,333
Interest rate			15.00%
Debt discount			$ 597,222
Payment of debt issuance costs			$ 132,848
Common stock price per share | $ / shares			$ 0.35
Exercise price | $ / shares			$ 0.20

Equity (Details)

Equity (Details) - Warrant [Member]	3 Months Ended
	Mar. 31, 2020USD ($)$ / sharesshares
Stock warrants, beginning balance | shares	5,785,714
Stock warrants, Granted | shares	1,075,000
Stock warrants, Exercised | shares
Stock warrants, Forfeited and cancelled | shares
Stock warrants, ending balance | shares	6,860,714
Aggregate exercise price, beginnig | $	$ 1,292,100
Aggregate exercise price, Granted | $	322,500
Aggregate exercise price, ending | $	$ 1,061,743
Weighted average exercise price, beginning | $ / shares	$ 0.22
Weighted average exercise price, Granted | $ / shares	0.30
Weighted average exercise price, Exercised | $ / shares
Weighted average exercise price, Forfeited and cancelled | $ / shares
Weighted average exercise price, ending | $ / shares	$ 0.15

Equity (Details Narrative)

Equity (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019
Capital stock, shares authorized	100,000,000
Common stock, shares authorized	90,000,000		90,000,000
Preferred stock, shares authorized	10,000,000		10,000,000
Common stock shares issued for cash, shares	2,150,000
Common stock shares issued for cash, amount	$ 430,000
Common stock, price per share	$ 0.20
Exercise price	$ 0.30
Debt conversion, converted instrument, shares issued	1,500,000	3,203,500
Stock options and Warrants [Member]
Stock options exercised	3,685,714
Weighted average remaining contractual life	2 years 10 months 24 days
Stock options, intrinsic value	$ 2,677,346
Convertible Notes Payable [Member]
Debt conversion, converted instrument, shares issued	476,191
Debt conversion, converted instrument, amount	$ 166,667
Shares to be issued upon conversion of debt, shares	6,666,661
Shares to be issued upon conversion of debt, amount	$ 1,333,333

Related Party (Details Narrativ

Related Party (Details Narrative)	3 Months Ended
	Mar. 31, 2020USD ($)shares
Mr. Hall [Member]
Contribution amount | $	$ 100,000
Conversion of debt into stock, unissued | shares	555,555
Mr. Adams [Member]
Contribution amount | $	$ 250,000
Conversion of debt into stock, unissued | shares	1,388,885

Commitments (Details Narrative)

Commitments (Details Narrative) - USD ($)	1 Months Ended		3 Months Ended
	May 31, 2019	Dec. 31, 2017	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019
Operating lease monthly rent expenses	$ 0		$ 3,200	$ 0
Description for the extention of the lease term			With an initial term of 37 months
Rent expense			$ 7,858	$ 5,948
Operating lease contract term			37 months
Account payable and accrued expenses			$ 682,634		$ 696,633
Employment Agreement [Member]
Executive salary description		Executive’s Annual Salary shall increase automatically at the rate of five percent (5%) per year for four years, beginning on the anniversary date of the Effective Date. In addition to the automatic raises set forth above, the Annual Salary may also be increased from time to time by merit and general increases in amounts determined by the Board.
Performance bonus		30.00%
Performance bonus based upon achievement of executive's individual objectives		50.00%
Performance bonus based upon achievement of Company objectives		50.00%
Description for initial set of performance objectives		The initial set of performance objectives, both for Executive individually and for the Company, will be reasonably established by the Board within sixty (60) days of the Effective Date of this Agreement. Subsequent performance objectives, both for Executive individually and for the Company, will be reasonably established by the Board within sixty (60) days of the beginning of the calendar year to which the Performance Bonus relates.
Description for the amount payable upon termination of the agreement		A lump sum payment equal to the greater of (i) twelve (12) months' Annual Salary at the Executive's then- current rate, or (ii) Executive's Annual Salary for the remainder of the Term
Description for change in control upon termination of agreement		If a Change of Control occurs and the Executive is not offered continued employment on a comparable basis after the Change of Control, the Executive shall be entitled to receive, within thirty (30) days after the Change of Control, a sum equivalent to twelve (12) months’ Annual Salary, plus an additional 4% of Annual Salary in lieu of benefits, and any Performance Bonus that has been earned by Executive prior to the effective date of the Executive’s termination from the Company.
Employment Agreement [Member] | Option [Member]
Description for issuance and vesting of options under agreement		In addition to salary, the agreement provided for the option of 1,000,000 common shares of the Company, which shall vest at a rate of 28,000 share for each full one-month period worked from the Effective Date.
Employment Agreement [Member] | Daniel Davis [Member]
Annual salary		$ 180,000
Employment Agreement [Member] | Mr. Adams [Member]
Annual salary		$ 120,000
Employment Agreement [Member] | Consulting Agreement [Member] | Daniel Davis [Member]
Other long term liabilities			178,750
Consulting services description	The Company for a period of up to three years beginning May 1, 2019 in exchange for $165,000 per year.
Payment to related party			41,250
Account payable and accrued expenses			$ 165,000

Accrued Liabilities Other (Deta

Accrued Liabilities Other (Details Narrative) - USD ($)	Mar. 31, 2020	Dec. 31, 2019
Significant Accounting Policies
Accrued Liabilities - other	$ 1,642,118	$ 1,642,118

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - USD ($)	Jun. 02, 2020	May 19, 2020	Apr. 30, 2020	Apr. 22, 2020	Mar. 31, 2020	Dec. 31, 2019
Notes payable					$ 212,088	$ 164,835
June 2019 Notes [Member]
Repayment of debt, description					On May 19, 2020, the holder of $444,444 of the notes agreed to extend the repayment period to December 31, 2020.
Subsequent Event [Member]
Proceeds from sale of common stock					$ 125,000
Sale of common stock, shares					625,000
Sale of warrants					312,500
Subsequent Event [Member] | Small Business Administration?s Payroll Protection Program [Member]
Interest rate			1.00%
Maturity date			Apr. 17, 2020
Repayment of debt, description			A portion of this loan may be forgiven if the loan proceeds are used for payroll, mortgage, rent and utility costs, but no more than 40% of the forgiveness amount can be related to nonpayroll costs
Proceeds from debt			$ 399,000
Subsequent Event [Member] | Lender [Member]
Periodic payment, monthly				$ 7,467
Frequency of payment				Monthly
Repayment of debt				$ 74,231
Notes payable				$ 212,088
Subsequent Event [Member] | June 2019 Notes [Member]
Notes payable		$ 444,444
Extende maturity date		Dec. 31, 2020
Subsequent Event [Member] | Convertible Debentures (December 2019 Notes) [Member]
Repayment of debt	$ 560,000