Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Apr. 11, 2019 | Jun. 30, 2018 | |
Document And Entity Information | |||
Entity Registrant Name | Sunshine Biopharma, Inc | ||
Entity Central Index Key | 0001402328 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2018 | ||
Amendment Flag | false | ||
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 | Non-accelerated Filer | ||
Entity Emerging Growth Company | true | ||
Entity Small Business | true | ||
Entity Ex Transition Period | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 3,970,144 | ||
Entity Common Stock, Shares Outstanding | 89,348,981 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2018 |
Balance Sheet
Balance Sheet - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Current Assets: | ||
Cash and cash equivalents | $ 115,216 | $ 107,532 |
Accounts receivable | 94,955 | 0 |
Prepaid expenses | 1,341 | 9,667 |
Total Current Assets | 211,512 | 117,199 |
Equipment (net of $57,964 and $9,132 depreciation) | 269,362 | 59,996 |
Patents (net of $58,918 amortization and $556,120 impairment) | 0 | 0 |
Non-current asset - Goodwill | 665,697 | 0 |
Non-current asset - Deposits | 0 | 80,290 |
TOTAL ASSETS | 1,146,571 | 257,485 |
Current Liabilities: | ||
Current portion of note payable | 419,663 | 516,867 |
Current portion of notes payable - related party | 243,094 | 205,742 |
Related party advances | 49,349 | 0 |
Accounts payable | 191,080 | 19,314 |
Interest payable | 9,291 | 9,215 |
Total Curent Liabilities | 912,477 | 751,138 |
Long-term liabilities - relaed party note payable | 289,847 | 79,710 |
TOTAL LIABILITIES | 1,202,324 | 830,848 |
SHAREHOLDERS' EQUITY | ||
Common Stock, $0.001 par value per share; Authorized 3,000,000,000 Shares; Issued and outstanding 85,652,400 and 45,936,825 at December 31, 2018 and 2017, respectively | 85,652 | 45,936 |
Capital paid in excess of par value | 15,586,678 | 12,948,387 |
Accumulated other comprehensive income | (3,738) | 504 |
Accumulated (Deficit) | (15,774,345) | (13,618,190) |
TOTAL SHAREHOLDERS' DEFICIT | (55,753) | (573,363) |
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT | 1,146,571 | 257,485 |
Series A Preferred Stock | ||
SHAREHOLDERS' EQUITY | ||
Preferred Stock | 0 | 0 |
Series B Preferred Stock | ||
SHAREHOLDERS' EQUITY | ||
Preferred Stock | $ 50,000 | $ 50,000 |
Balance Sheet (Parenthetical)
Balance Sheet (Parenthetical) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Equipment depreciation | $ 57,964 | $ 9,132 |
Patent amortization | 58,918 | $ 58,918 |
Patent impairment | $ 556,120 | |
SHAREHOLDERS' EQUITY | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock shares authorized | 3,000,000,000 | 3,000,000,000 |
Common stock shares issued | 85,652,400 | 45,936,825 |
Common stock shares outstanding | 85,652,400 | 45,936,825 |
Common stock shares reserved for issuance | 97,321,836 | |
Series A Preferred Stock | ||
SHAREHOLDERS' EQUITY | ||
Preferred stock, par value | $ 0.10 | $ 0.10 |
Preferred stock shares authorized | 5,000,000 | 5,000,000 |
Preferred stock shares issued | 0 | 0 |
Preferred stock shares outstanding | 0 | 0 |
Series B Preferred Stock | ||
SHAREHOLDERS' EQUITY | ||
Preferred stock, par value | $ 0.10 | $ 0.10 |
Preferred stock shares authorized | 500,000 | 500,000 |
Preferred stock shares issued | 500,000 | 500,000 |
Preferred stock shares outstanding | 500,000 | 500,000 |
Statement Of Operations and Com
Statement Of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Statement [Abstract] | ||
Revenue | $ 447,200 | $ 0 |
Cost of Revenues | 391,081 | 0 |
Gross Profit | 56,119 | 0 |
General & Administrative Expenses: | ||
Accounting | 153,889 | 81,643 |
Legal | 113,068 | 75,908 |
Consulting | 36,245 | 127,013 |
Office | 149,031 | 45,726 |
Officer & Director remuneration | 755,215 | 520,271 |
Research & development | 12,800 | 0 |
Amortization & Depreciation | 2,408 | 6,629 |
Total General & Administrative | 1,222,656 | 857,190 |
Income (Loss) from Operations | (1,166,537) | (857,190) |
Other (expense): | ||
Interest expense | (159,420) | (104,829) |
Loss on conversion of notes payable | (871,726) | (76,929) |
Gain (Loss) from foreign exchange transactions | 41,528 | (1,288) |
Total Other Expenses | (989,618) | (183,046) |
Net (loss) | $ (2,156,155) | $ (1,040,236) |
Basic (Loss) per common share | $ (0.04) | $ (0.02) |
Weighted Average Common Shares Outsanding | 60,936,164 | 43,634,280 |
Net Income (Loss) | $ (2,156,155) | $ (1,040,236) |
Unrealized Comprehensive Gain (Loss) from foreign exchange transactions | (4,242) | 110 |
Comprehensive Income (Loss) | $ (2,160,397) | $ (1,040,126) |
Basic (Loss) per common shares | $ (0.04) | $ (0.02) |
Weighted Average Common Shares Outstanding | 60,936,164 | 43,634,280 |
Statement Of Cash Flows
Statement Of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Cash Flows From Operating Activities: | ||
Net (Loss) | $ (2,156,155) | $ (1,040,236) |
Amortization & Depreciation | 49,361 | 6,629 |
Foreign exchange gain | (42,399) | 0 |
Stock issued for services | 676,100 | 427,400 |
Loss on conversion of notes payable | 871,973 | 76,929 |
Stock issued for payment of interest | 33,977 | 3,022 |
Interest forgiven | (247) | 0 |
Increase (decrease) in accounts receivable | (15,447) | 0 |
(Increase) decrease in prepaid expenses | 8,326 | (8,660) |
Increase (decrease) in Accounts Payable | 61,629 | (8,808) |
Increase (decrease) in interest payable | 76 | 204 |
Net Cash Flows (Used) in Operations | (512,806) | (543,520) |
Cash Flows From Investing Activities: | ||
Cash received from purchase of subsidiary | 4,942 | 0 |
Purchase equipment | (18,850) | (3,718) |
Deposits on business acquisition | 0 | (80,290) |
Net Cash Flows (Used) in Investing Activities | (13,908) | (84,008) |
Cash Flows From Financing Activities: | ||
Proceed from note payable | 609,885 | 660,565 |
Notes Payable - Interest expense | 26,759 | 33,977 |
Payment of notes payable | (194,184) | (115,000) |
Note payable - related party | 29,930 | 2,251 |
Note payable used to pay expenses | 36,500 | 0 |
Note payable used to pay origination fees & interest | 18,750 | 25,000 |
Sale of common stock | 0 | 63,912 |
Net Cash Flows Provided by Financing Activities | 527,640 | 670,705 |
Net Increase (Decrease) In Cash and cash equivalents | 926 | 43,177 |
Foreign currency translation adjustment | 6,758 | 6,902 |
Cash and cash equivalents at beginning of period | 107,532 | 57,453 |
Cash and cash equivalents at end of period | 115,216 | 107,532 |
Supplementary Disclosure Of Cash Flow Information: | ||
Cash paid for interest | 23,496 | 21,900 |
Stock issued for acquisition of Atlas Pharma Inc. | 238,000 | 0 |
Stock issued for services | 676,100 | 427,400 |
Stock issued for note and accrued interest conversions | 1,589,099 | 128,451 |
Stock issued to buy equipment | 174,808 | 56,700 |
Loan issued for interest | $ 45,509 | $ 58,977 |
Statement of Shareholders' Equi
Statement of Shareholders' Equity - USD ($) | Common Stock | Capital Paid In Excess Of Par Value | Preferred Shares | Comprehensive Income | Accumulated Deficit | Total |
Begining Balance, Shares at Dec. 31, 2016 | 38,469,993 | 500,000 | ||||
Begining Balance, Amount at Dec. 31, 2016 | $ 38,470 | $ 12,279,390 | $ 50,000 | $ 394 | $ (12,577,954) | $ (209,700) |
Stock issued for cash, Shares | 1,700,000 | |||||
Stock issued for cash, Amount | $ 1,700 | 62,212 | 63,912 | |||
Stock issued for services, Shares | 3,090,217 | |||||
Stock issued for services, Amount | $ 3,090 | 424,310 | 427,400 | |||
Common stock issued for equipment, Shares | 550,208 | |||||
Common stock issued for equipment, Amount | $ 550 | 56,150 | 56,700 | |||
Common stock issued for the reduction of notes payable and payment of interest, shares | 2,126,406 | |||||
Common stock issued for the reduction of notes payable and payment of interest, amount | $ 2,126 | 126,325 | 128,451 | |||
Net Income (Loss) | (1,040,236) | (1,040,126) | ||||
Ending balance, Shares at Dec. 31, 2017 | 45,936,825 | 500,000 | ||||
Ending balance, Amount at Dec. 31, 2017 | $ 45,936 | 12,948,387 | $ 50,000 | 504 | (13,618,190) | (573,363) |
Stock issued for acquisition, Shares | 1,000,000 | |||||
Stock issued for acquisition, Amount | $ 1,000 | 237,000 | 238,000 | |||
Stock issued for services, Shares | 10,382,500 | |||||
Stock issued for services, Amount | $ 10,383 | 665,718 | 676,100 | |||
Common stock issued for equipment, Shares | 1,456,737 | |||||
Common stock issued for equipment, Amount | $ 1,457 | 173,351 | 174,808 | |||
Common stock issued for the reduction of notes payable and payment of interest, shares | 26,876,338 | |||||
Common stock issued for the reduction of notes payable and payment of interest, amount | $ 26,876 | 1,562,223 | 1,589,099 | |||
Net Income (Loss) | (4,242) | (2,156,155) | (2,160,397) | |||
Ending balance, Shares at Dec. 31, 2018 | 85,652,400 | 500,000 | ||||
Ending balance, Amount at Dec. 31, 2018 | $ 85,652 | $ 15,586,678 | $ 50,000 | $ (3,738) | $ (15,774,345) | $ (55,753) |
1. Description of Business
1. Description of Business | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | The Company was originally incorporated under the name Mountain West Business Solutions, Inc. (“MWBS”) on August 31, 2006 in the State of Colorado. Effective October 15, 2009, MWBS acquired Sunshine Biopharma, Inc. in a transaction classified as a reverse acquisition. MWBS concurrently changed its name to Sunshine Biopharma, Inc. and Sunshine Biopharma, Inc. changed its name to Sunshine Etopo, Inc. In 2015, Sunshine Etopo, Inc. became inactive and was recently dissolved. On July 25, 2014, the Company formed a Canadian wholly owned subsidiary, Sunshine Biopharma Canada Inc., for the purposes of offering generic prescription drugs and over-the-counter dietary supplements. On January 1, 2018, the Company acquired Atlas Pharma Inc., a Health Canada certified Canadian company offering chemical analysis of pharmaceutical and other industrial samples. On March 23, 2018, the Company formed NOX Pharmaceuticals, Inc., a Colorado company that now holds all of the patents and intellectual property pertaining to Sunshine Biopharma Inc.’s proprietary drugs including Adva-27a, a multi-purpose anti-tumor compound targeted for the treatment of multidrug resistant cancer. On December 17, 2018, the Company launched its first over-the-counter product, Essential 9 tm tm The following are Sunshine Biopharma, Inc.’s subsidiaries: ● NOX Pharmaceuticals Inc., a wholly owned Colorado company; ● Sunshine Biopharma Canada Inc., a wholly owned Canadian company; and ● Atlas Pharma Inc., a wholly owned Canadian company. Effective February 1, 2019, the Company completed a 20 to 1 reverse split of its $0.001 par value Common Stock reducing the issued and outstanding shares of Common Stock from 1,713,046,242 to 85,652,400 (“Reverse Stock Split”). The financial statements reflect the Reverse Stock Split on a retroactive basis and represent the consolidated activity of Sunshine Biopharma, Inc. and its subsidiaries (hereinafter collectively referred to as the "Company"). The Company was originally formed for the purposes of conducting research, development and commercialization of drugs for the treatment of various forms of cancer. The Company may also engage in any other business that is permitted by law, as designated by the Board of Directors of the Company. During the last year the Company has continued to raise money through stock sales and borrowings. The Company’s activities are subject to significant risks and uncertainties, including failing to secure additional funding to operationalize the Company’s generic pharmaceuticals business and proprietary drug development program. |
2. Summary of Significant Accou
2. Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Significant Accounting Policies | This summary of significant accounting policies is presented to assist the reader in understanding the Company's financial statements. The consolidated financial statements and notes are representations of the Company's management, which is responsible for their integrity and objectivity. These accounting policies conform to generally accepted accounting principles and have been consistently applied in the preparation of the financial statements. PRINCIPLES OF CONSOLIDATION The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All intercompany accounts and transactions have been eliminated in consolidation. USE OF ESTIMATES The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The more significant estimates and assumptions made by management are valuation of equity instruments, depreciation of property and equipment, and deferred tax asset valuation. Actual results could differ from those estimates as the current economic environment has increased the degree of uncertainty inherent in these estimates and assumptions. CASH AND CASH EQUIVALENTS For the Balance Sheets and Statements of Cash Flows, all highly liquid investments with maturity of 90 days or less are considered to be cash equivalents. The Company had a cash balance of $115,216 and $107,532 as of December 31, 2018 and December 31, 2017, respectively. At times such cash balances may be in excess of the FDIC limit of $250,000 or the equivalent in Canada. PROPERTY AND EQUIPMENT Property and equipment is reviewed for recoverability when events or changes in circumstances indicate that its carrying value may exceed future undiscounted cash inflows. As of December 31, 2018 and 2017, the Company had not identified any such impairment. Repairs and maintenance are charged to operations when incurred and improvements and renewals are capitalized. Property and equipment are stated at cost. Depreciation is calculated using the straight-line method for financial reporting purposes and accelerated methods for tax purposes. Their estimated useful lives are as follows: Office Equipment: 5-7 Years Laboratory Equipment 5 Years Vehicles 5 Years INTELLECTUAL PROPERTY RIGHTS - PATENTS The cost of patents acquired is capitalized and is amortized over the remaining life of the patents. The Company evaluates recoverability of identifiable intangible assets whenever events or changes in circumstances indicate that intangible assets carrying amount may not be recoverable. Such circumstances include, but are not limited to: (1) a significant decrease in the market value of an asset, (2) a significant adverse change in the extent or manner in which an asset is used, or (3) an accumulation of cost significantly in excess of the amount originally expected for the acquisition of an asset. The Company measures the carrying amount of the assets against the estimated undiscounted future cash flows associated with it. The Company’s management determined that the expected cash flows would be less than the carrying amount of certain intangible assets; therefore an impairment loss was recognized in 2016. The impairment loss was calculated as the amount by which the carrying amount of the intangible assets exceeded fair value. EARNINGS PER SHARE The Company has adopted the Financial Accounting Standards Board (FASB) ASC Topic 260 regarding earnings / loss per share, which provides for calculation of “basic” and “diluted” earnings / loss per share. Basic earnings / loss per share includes no dilution and is computed by dividing net income / loss available to common shareholders by the weighted average common shares outstanding for the period. Diluted earnings / loss per share reflect the potential dilution of securities that could share in the earnings of an entity similar to fully diluted earnings / loss per share. INCOME TAXES In accordance with ASC 740 - Income Taxes, the provision for income taxes is computed using the asset and liability method. The liability method measures deferred income taxes by applying enacted statutory rates in effect at the balance sheet date to the differences between the tax basis of assets and liabilities and their reported amounts on the financial statements. The resulting deferred tax assets or liabilities have been adjusted to reflect changes in tax laws as they occur. A valuation allowance is provided when it is more likely than not that a deferred tax asset will not be realized. The Company expects to recognize the financial statement benefit of an uncertain tax position only after considering the probability that a tax authority would sustain the position in an examination. For tax positions meeting a "more-likely-than-not" threshold, the amount to be recognized in the financial statements will be the benefit expected to be realized upon settlement with the tax authority. For tax positions not meeting the threshold, no financial statement benefit is recognized. As of December 31, 2018 the Company had no uncertain tax positions. The Company recognizes interest and penalties, if any, related to uncertain tax positions as general and administrative expenses. The Company currently has no federal or state tax examinations nor has it had any federal or state examinations since its inception. To date, the Company has not incurred any interest or tax penalties. For Canadian and US tax purposes, the Company’s 2015 through 2017 tax years remain open for examination by the tax authorities under the normal three-year statute of limitations. FUNCTIONAL CURRENCY The U.S. dollar is the functional currency of the Company which is operating in the United States. The functional currency for the Company's Canadian subsidiaries is the Canadian dollar. The Company translates its Canadian subsidiary's financial statements into U.S. dollars as follows: ● Assets and liabilities are translated at the exchange rate in effect as of the financial statement date. ● Income statement accounts are translated using the weighted average exchange rate for the period. The Company includes translation adjustments from currency exchange and the effect of exchange rate changes on intercompany transactions of a long-term investment nature as a separate component of shareholders’ equity. There are currently no transactions of a long-term investment nature, nor any gains or losses from non U.S. currency transactions. CONCENTRATION OF CREDIT RISKS Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash equivalents and trade receivables. The Company places its cash equivalents with high credit quality financial institutions. FINANCIAL INSTRUMENTS AND FAIR VALUE OF FINANCIAL INSTRUMENTS The Company applies the provisions of accounting guidance, FASB Topic ASC 825, Financial Instruments The Company defines fair value as the price that would be received to sell an asset or be paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company applies the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). Level 1 – Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 – Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. If the asset or liability has a specified (contractual) term, a Level 2 input must be observable for substantially the full term of the asset or liability. Level 3 – Level 3 inputs are unobservable inputs for the asset or liability in which there is little, if any, market activity for the asset or liability at the measurement date. The carrying value of financial assets and liabilities recorded at fair value is measured on a recurring or nonrecurring basis. Financial assets and liabilities measured on a non-recurring basis are those that are adjusted to fair value when a significant event occurs. The Company had no financial assets or liabilities carried and measured on a nonrecurring basis during the reporting periods. Financial assets and liabilities measured on a recurring basis are those that are adjusted to fair value each time a financial statement is prepared. NOTES PAYABLE Borrowings are recognized initially at fair value, net of transaction costs incurred. Borrowings are subsequently carried at amortized cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognized in the income statement over the period of the borrowings using the effective interest method. ACCOUNTING FOR DERIVATIVES LIABILITIES The Company evaluates stock options, stock warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under the relevant sections of ASC Topic 815-40, Derivative Instruments and Hedging: Contracts in Entity’s Own Equity Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Financial instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815-40 are reclassified to a liability account at the fair value of the instrument on the reclassification date. The Company determined that none of the Company’s financial instruments meet the criteria for derivative accounting as of December 31, 2018 and 2017. EQUITY INSTRUMENTS ISSUED TO NON-EMPLOYEES FOR AQUIRING GOODS OR SERVICES Issuances of the Company’s common stock or warrants for acquiring goods or services are measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The measurement date for the fair value of the equity instruments issued to consultants or vendors is determined at the earlier of (i) the date at which a commitment for performance to earn the equity instruments is reached (a “performance commitment” which would include a penalty considered to be of a magnitude that is a sufficiently large disincentive for nonperformance) or (ii) the date at which performance is complete. When it is appropriate for the Company to recognize the cost of a transaction during financial reporting periods prior to the measurement date, for purposes of recognition of costs during those periods, the equity instrument is measured at the then-current fair values at each of those interim financial reporting dates. NONCASH EQUITY TRANSACTIONS Shares of equity instruments issued for noncash consideration are recorded at the estimated fair market value of the consideration granted based on the estimated market value of the equity instrument, or at the estimated value of the goods or services received whichever is more readily determinable. RELATED PARTIES A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party. GENERAL AND ADMINISTRATIVE EXPENSES General and administrative expenses consisted of professional service fees, rent and utility expenses, meals, travel and entertainment expenses, and other general and administrative overhead costs. Expenses are recognized when incurred. BASIC AND DILUTED NET GAIN (LOSS) PER SHARE The Company computes loss per share in accordance with ASC 260, Earnings per Share. Basic net income (loss) per share is calculated by dividing net (loss) by the weighted-average common shares outstanding. Diluted net income per share is calculated by dividing net income by the weighted-average common shares outstanding during the period using the treasury stock method or the two-class method, whichever is more dilutive. As the Company incurred net losses for the year ended December 31, 2018 no potentially dilutive securities were included in the calculation of diluted earnings per share as the impact would have been anti-dilutive. Therefore, basic and dilutive net (loss) per share were the same as of December 31, 2018 and 2017. COMMON STOCK The Company completed a 20 to 1 reverse stock split of the $.001 par value Common Stock affective February 1, 2019. All shares in this filing have been restated to reflect the 20 to 1 reverse split. REVENUE RECOGNITION As of January 1, 2018, the Company adopted ASU No. 201409, “Revenue from Contracts with Customers” (ASU 201409). Under the new guidance, an entity will recognize revenue to depict the transfer of promised goods or services to customers at an amount that the entity expects to be entitled to in exchange for those goods or services. A five-step model has been introduced for an entity to apply when recognizing revenue. The new guidance also includes enhanced disclosure requirements. The guidance was effective January 1, 2018 and was applied on a modified retrospective basis. The adoption did not have an impact on the Company's financial statements. All of the revenues of the Company are generated by Atlas Pharma Inc., the Company's wholly owned Canadian subsidiary, which provides laboratory testing services. Performance obligations for testing services are recognized as revenue at a point in time on the date results are delivered to a customer which is when control is transferred. Local governmental regulations require that companies recognize revenues upon completion of the work by issuing an invoice and remitting the applicable sales taxes (GST and QST) to the appropriate government agency. Atlas Pharma Inc.'s revenue recognition policy is in compliance with these local regulations. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS In February 2016, the FASB issued Accounting Standards Update No. 2016-02, “Leases (Topic 842)” (“ASU 2016-02”). ASU 2016-02 will require lessees to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. Under ASU 2016-02, a lessee will be required to recognize assets and liabilities for leases with terms of more than 12 months. Lessor accounting remains substantially similar to current GAAP. In addition, disclosures of leasing activities are to be expanded to include qualitative along with specific quantitative information. ASU 2016-02 will be effective in fiscal years beginning after December 15, 2018 (with early adoption permitted). ASU 2016-02 mandates a modified retrospective transition method. The Company is currently evaluating the potential impact of adopting this guidance on our consolidated financial statements. DIRECTOR AND OFFICER COMPENSATION For the period ended December 31, 2018, the Company issued 4,050,000 shares of par value $0.001 Common Stock valued at $429,300 or $0.106 per share and 5,700,000 shares of par value $0.001 Common Stock to the Board of Directors valued at $171,000 or $0.03 per share. During the year ended December 31, 2018 the Directors and officers were paid $154,915 in cash. Of this amount, $85,000 was paid to Advanomics Corporation, a company controlled by the CEO of the Company. For the period ended December 31, 2017, the Company issued 2,100,000 of par value $0.001 Common Stock to the three Company officers valued at $336,000 or $0.16 per share. During the year ended December 31, 2017 the Directors and officers were paid $184,271 in cash. Of this amount, $147,695 was paid to Advanomics Corporation, a company controlled by the CEO of the Company. LEGAL FEES During the years ended December 31, 2018 and 2017, the legal fees incurred were related to services provided to the Company to assist with its regulatory requirements with the Securities and Exchange Commission, patenting costs and one ongoing litigation. DATE OF MANAGEMENT’S REVIEW Subsequent events have been evaluated through April 12, 2019, which is the date the Financial Statements were available to be issued. |
3. Going Concern
3. Going Concern | 12 Months Ended |
Dec. 31, 2018 | |
Going Concern | |
Going Concern | In the course of its life the Company has had limited operations and Working Capital deficit. This raises substantial doubt about the Company’s ability to continue as a going concern. The Company believes it can raise capital through equity sales and borrowing to fund its operations. Management believes this will contribute toward its subsequent profitability. The accompanying Financial Statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. |
4. Patents
4. Patents | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Patents | The following is a summary of the patents held by the Company at December 31, 2018 and 2017: On October 8, 2015, the Company acquired U.S. Patent Number 8,236,935 (the “US Patent”) for the Adva-27a anticancer compound from Advanomics Corporation (“Advanomics”), a related party, in exchange for an interest-free note payable for $4,320,000. Effective December 28, 2015, the parties executed an amendment pursuant to which this note payable for $4,320,000 was cancelled and replaced with a new interest-free convertible note having a face value of $210,519, comprised of $155,940 in principal amount which is the Advanomics book value of the US Patent, plus $54,579 as an adjustment for the currency exchange difference. The new note is automatically convertible into 4,048,449 shares of the Company’s Common Stock upon the Company increasing its authorized capital to a level that would permit the issuance of such shares. On December 28, 2015, the Company acquired the remaining worldwide issued and pending patents under PCT/FR2007/000697 and PCT/CA2014/000029 (the “Worldwide Patents”) for the Adva-27a anticancer compound from Advanomics, a related party, in exchange for a note payable for $12,822,499. Effective December 28, 2015, the parties executed an amendment pursuant to which this note payable for $12,822,499 was cancelled and replaced with a new interest-free convertible note having a face value of $624,875, comprised of $462,870 in principal amount, which is the Advanomics book value of the Worldwide Patents, plus $162,005 as an adjustment for the currency exchange difference. The new note is automatically convertible into 12,016,823 shares of the Company’s Common Stock upon the Company increasing its authorized capital to a level that would permit the issuance of such shares. In July 2016, the Company issued 16,065,271 shares of $0.001 par value Common Stock in exchange for the aforementioned patents related notes payable totaling $835,394. In 2016, the remaining value of these patents was impaired. The Company is however continuing development of the Adva-27a anticancer drug covered by these patents. |
5. Capital Stock
5. Capital Stock | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Capital Stock | The Company’s authorized capital is comprised of 3,000,000,000 shares of $0.001 par value Common Stock and 30,000,000 shares of $0.10 par value Preferred Stock, to have such rights and preferences as the Directors of the Company have or may assign from time to time. Out of the authorized Preferred Stock, the Company has designated 850,000 shares as Series “A” Preferred Stock (“Series A”). The Series A is convertible at any time after issuance into 20 shares of the Company's Common Stock with no further consideration, has full voting rights at 20 votes per share, and has superior liquidation rights to the Common Stock. During the year ended December 31, 2015, the Company authorized 500,000 shares of $0.10 par value Series “B” Preferred Stock (“Series B”). The Series B Preferred Stock is non-convertible, non-redeemable and non-retractable. It has superior liquidation rights to the Common Stock at $0.10 per share and gives the holder the right to 1,000 votes per share. All shares of the Series B Preferred Stock are held by the CEO of the Company. Through December 31, 2018 and December 31, 2017, the Company has issued and outstanding a total of 85,652,400312 and 45,936,825 shares of Common Stock, respectively. Through the same periods, the Company has issued and outstanding a total of -0- and -0- shares of Series A Preferred Stock and 500,000 and 500,000 shares of Series B Preferred Stock, respectively. Effective February 1, 2019, the Company completed a 20 to 1 reverse split of its $0.001 par value Common Stock. All stock and price per share amounts in this report have been restated to reflect the 20 to 1 reverse split. During the fiscal year ended December 31, 2018, the Company issued an aggregate of 39,715,575 shares of its Common Stock as follows: ●1,000,000 shares for the acquisition of Atlas Pharma, Inc. ●1,456,737 shares for the purchase of laboratory and generic drugs warehouse equipment valued at $174,808 ●9,750,000 shares valued at $600,300 as compensation to the Company’s Directors and Officers ●632,500 shares for services rendered to the Company by third parties valued at $75,800 ●26,876,338 shares valued at $1,589,099 in connection with the conversion of $684,318 in debt and interest of $32,808 resulting in a $871,973 loss on conversion During the fiscal year ended December 31, 2017, the Company issued an aggregate of 7,466,832 shares of its Common Stock as follows: ●1,700,000 shares for cash in the amount of $100,000 Canadian or $78,312 US ●550,208 shares for the purchase of laboratory and generic drugs warehouse equipment valued at $56,700 ●2,400,000 shares valued at $336,000 as compensation to the Company’s Directors and Officers ●690,218 shares for services rendered to the Company by third parties valued at $77,000 ●2,126,406 shares valued at $128,451 in connection with the conversion of $48,500 in debt and interest of $3,022 resulting in a $76,929 loss on conversion. The Company has declared no dividends since inception. |
6. Earnings Per Share
6. Earnings Per Share | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Earnings per share | The following table sets forth the computation of basic and diluted net income per share for the years ended December 31: 2018 2017 Net (loss) attributable to Common Stock $ (2,156,155 ) $ (1,040,236 ) Basic weighted average outstanding shares of Common Stock 60,936,164 43,634,280 Dilutive effects of common share equivalents -0- -0- Dilutive weighted average outstanding shares of common stock 60,936,164 43,634,280 Net (loss) attributable to Common Stock $ (0.04 ) $ (0.02 ) |
7. Income Taxes
7. Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Taxes | |
Income Taxes | The Company files a United States federal income tax return and a Canadian branch return on a calendar year basis. The Company and its wholly-owned subsidiaries, Sunshine Biopharma Canada Inc. and Atlas Pharma Inc., have not generated taxable income since inception. Deferred income taxes arise from the temporary differences between financial statement and income tax recognition of net operating losses. These loss carryovers are limited under the Internal Revenue Code should a significant change in ownership occur. The Company accounts for income taxes pursuant to ASC 740. Deferred income taxes arise from the temporary differences between financial statement and income tax recognition of net operating losses and other items. Loss carryovers are limited under the Internal Revenue Code should a significant change in ownership occur. The Company follows FASB Statement Accounting Standards Codification No. 740, “Accounting for Income Taxes”, which requires, among other things, an asset and liability approach to calculating deferred income taxes. The components of the deferred income tax assets and liabilities arising under ASC No. 740 were as follows: The types of temporary differences between the tax basis of assets and their financial reporting amounts that give rise to a significant portion of the deferred assets and liabilities are as follows: December 31, 2018 December 31, 2017 Temporary Difference Tax Effect Temporary Difference Tax Effect Deferred tax assets: Net operating loss US $ 12,156,020 $ 2,997,675 $ 10,611,921 $ 3,932,778 Net operating loss Canada 298,661 80,041 266,498 71,421 Total 12,454,681 3,077,716 10,878,419 4,004,199 Valuation allowance (12,454,681 ) (3,077,716 ) (10,878,419 ) ( 4,004,199 ) Total deferred tax asset -0- -0- -0- -0- Net deferred tax asset -0- -0- - - Deferred income taxes arise from the temporary differences between financial statement and income tax recognition of net operating losses. These loss carryovers are limited under the Internal Revenue Code should a significant change in ownership occur. At December 31, 2018 and December 31, 2017, the Company had approximately $12,454,681 and $10,878,419 respectively, in unused federal net operating loss carryforwards, which begin to expire principally in the year 2029. A deferred tax asset at each date of approximately $3,077,716 and $4,004,199 resulting from the loss carryforwards has been offset by a 100% valuation allowance. The change in the valuation allowance for the period ended December 31, 2018 and December 31, 2017 was approximately $926,483 and $342,693, respectively. A reconciliation of the U.S. statutory federal income tax rate to the effective tax rate is as follows: December 31, 2018 2017 U.S. Federal statutory graduated rate 21.00 % 34.00 % State income tax rate, net of federal benefit 4.12 % 3.06 % Net rate 25.12 % 37.06 % Net operating loss used 0.00 % 0.00 % Net operating loss for which no tax benefit is currently available -25.12 % -37.06 % 0.00 % 0.00 % Canada Federal statutory rate 15.00 % 15.00 % Canada Provincial rate 11.80 % 11.80 % Net Canada rate 26.80 % 26.80 % Net operating loss used 0.00 % 0.00 % Net operating loss for which no tax benefit is currently available (Canada) -26.80 % -26.80 % 0.00 % 0.00 % The Company’s income tax filings are subject to audit by various taxation authorities. The Company’s open audit periods are 2015, 2016, and 2017, although, the statute of limitations for the 2015 tax year will expire effective March 15, 2019. In evaluating the Company’s provisions and accruals, future taxable income, and reversal of temporary differences, interpretations and tax planning strategies are considered. The Company believes its estimates are appropriate based on current facts and circumstances. |
8. Notes Payable
8. Notes Payable | 12 Months Ended |
Dec. 31, 2018 | |
Notes Payable [Abstract] | |
Notes Payable | Notes payable consist of the following: 2018 2017 A Note Payable having a Face Value of $24,012 at December 31, 2016 and accruing interest at 12% was due December 31, 2017 (“2016 Note”). On December 31, 2017, the Company renewed the 2016 Note, together with accrued interest of $2,573, for a 12-month period (“2017 Note”). On December 31, 2018 the Company renewed the 2017 Note, together with accrued interest of $2,881, for a 12-month period (“2018 Note”). The 2018 Note has a Face Value of $26,893 and accrues interest at 12%. The 2018 Note is nonconvertible. $ 26,893 $ 24,012 On January 12, 2018 the Company received monies in exchange for a Note Payable having a Face Value of $102,000 with interest accruing at 8% is due October 30, 2018. The Note is convertible after 180 days from issuance into $0.001 par value Common Stock at a price 35% below market value. The Note, together with accrued interest of $4,080 was converted in 2018 into 3,569,333 shares of Common Stock valued at $166,085 resulting in a loss of $60,005. $ -0- -0- On February 7, 2018, the Company received monies in exchange for a Note Payable having a Face Value of $150,000 with interest accruing at 8% is due February 7, 2019. The Note is convertible after 180 days from issuance into $0.001 par value Common Stock at a price 35% below market value. The note was paid off in 2018 in part by cash of $48,000 and the remainder, together with accrued interest of $5,073, was converted into 5,710,642 shares of Common Stock valued at $183,411 resulting in a loss of $76,338. $ -0- $ -0- On February 20, 2018, the Company received monies in exchange for a Note Payable having a Face Value of $85,000 with interest accruing at 8% is due November 30, 2018. The Note is convertible after 180 days from issuance into $0.001 par value Common Stock at a price 35% below market value. The Note, together with accrued interest of $3,400, was converted in 2018 into 4,376,238 shares of Common Stock valued at $281,663 resulting in a loss of $193,263. $ -0- $ -0- On May 29, 2018, the Company received monies in exchange for a Note Payable having a Face Value of $26,750 with interest accruing at 8% is due February 29, 2019. The Note is convertible after 180 days from issuance into $0.001 par value Common Stock at a price 35% below market value. The note, together with accrued interest of $1,353, was converted into 4,003,265 shares of Common Stock valued at $192,157 resulting in a loss of $164,054. $ -0- $ -0- On June 27, 2018, the Company received monies in exchange for a Note Payable having a Face Value of $53,000 with interest accruing at 8% is due April 15, 2019. The Note is convertible after 180 days from issuance into $0.001 par value Common Stock at a price 35% below market value. Interest accrued at December 31, 2018 was $2,137. We estimate that the fair value of this convertible debt approximates the face value, so no value has been assigned to the beneficial conversion feature. Any gain or loss will be recognized at conversion. $ 53,000 $ -0- On August 17, 2018, the Company received monies in exchange for a Note Payable having a Face Value of $53,000 with interest accruing at 8% is due April 15, 2019. The Note is convertible after 180 days from issuance into $0.001 par value Common Stock at a price 35% below market value. Interest accrued at December 31, 2018 was $1,557. We estimate that the fair value of this convertible debt approximates the face value, so no value has been assigned to the beneficial conversion feature. Any gain or loss will be recognized at conversion. $ 53,000 $ -0- On September 10, 2018, the Company received monies in exchange for two Notes Payable having an aggregate Face Value of $36,500 with interest accruing at 8% are due June 20, 2019. Interest accrued at December 31, 2018 was $888. $ 36,500 $ -0- On October 23, 2018, the Company received monies in exchange for a Note Payable having a Face Value of $90,000 with interest accruing at 8% is due October 23, 2019. The Note is convertible after 180 days from issuance into $0.001 par value Common Stock at a price 35% below market value. Interest accrued at December 31, 2018 was $1,361. We estimate that the fair value of this convertible debt approximates the face value, so no value has been assigned to the beneficial conversion feature. Any gain or loss will be recognized at conversion. $ 90,000 $ -0- On December 24, 2018, the Company received monies in exchange for a Note Payable having a Face Value of $87,000 with interest accruing at 8% is due October 23, 2019. The Note is convertible after 180 days from issuance into $0.001 par value Common Stock at a price 35% below market value. Interest accrued at December 31, 2018 was $153. We estimate that the fair value of this convertible debt approximates the face value, so no value has been assigned to the beneficial conversion feature. Any gain or loss will be recognized at conversion. $ 87,000 $ -0- On April 1, 2017 the Company received monies in exchange for a Note Payable having a Face Value of $100,000 Canadian ($73,270US) at December 31, 2018 and ($79,710 US) at December 31, 2017 with interest payable quarterly at 9% is due April 1, 2019. The Note is convertible any time after issuance into $0.001 par value Common Stock at a price of $0.015 Canadian (approximately $0.012 US) per share. We estimate that the fair value of this convertible debt approximates the face value, so no value has been assigned to the beneficial conversion feature. Any gain or loss will be recognized at conversion. $ 73,270 $ 79,710 On August 3, 2017 the, Company received monies in exchange for a Note Payable having a Face Value of $ 80,000 with interest accruing at 8% is due August 3, 2018. The Note is convertible after 180 days from issuance into $0.001 par value Common Stock at a price 35% below market value. A principal amount of $40,000 of this note plus accrued interest of $1,712 was converted in 2018 into 327,788 shares of Common Stock valued at $70,507 resulting in a loss of $28,795. The remaining principal amount of $40,000 together with accrued interest of $1,613 was paid in cash reducing the balance to $-0- $ -0- $ 80,000 On August 21, 2017 the Company received monies in exchange for a Note Payable having a Face Value of $ 83,000 with interest accruing at 8% is due May 30, 2018. The Note is convertible after 180 days from issuance into $0.001 par value Common Stock at a price 35% below market value. The Note, plus accrued interest of $3,419, was paid off in 2018. $ -0- $ 83,000 On September 22, 2017 the Company received monies in exchange for a note having a Face Value of $ 62,000 with interest accruing at 8% is due June 30, 2018. The Note is convertible after 180 days from issuance into $0.001 par value Common Stock at a price 35% below market value. The note, together with accrued interest of $2,480 was converted in 2018 into 790,590 shares of Common Stock valued at $107,056 resulting in a loss of $42,576. $ -0- $ 62,000 On October 26, 2017 the Company received monies in exchange for a Note Payable having a Face Value of $ 115,000 with interest accruing at 8% is due October 26, 2018. The Note is convertible after 180 days from issuance into $0.001 par value Common Stock at a price 35% below market value. The note, together with accrued interest of $6,126, was converted in 2018 into 2,921,146 shares of Common Stock valued at $208,661 resulting in a loss of $87,535. $ -0- $ 62,000 On November 14, 2017, the Company received monies in exchange for a Note Payable having a Face Value of $ 113,000 with interest accruing at 8% is due November 14, 2018. The Note is convertible after 180 days from issuance into $0.001 par value Common Stock at a price 35% below market value. The Note, together with accrued interest of $7,018 was converted in 2018 into 4,917,251 shares of Common Stock valued at $351,999 resulting in a loss of $231,981. $ -0- $ 115,000 On December 1, 2017, the Company received monies in exchange for a Note Payable having a Face Value of $50,000 Canadian ($38,568 US) at December 31, 2018 and ($39,855 US) at December 31, 2017 with interest accruing at 8% is due November 30, 2018. The Note is convertible after 180 days from issuance into $0.001 par value Common Stock at a price 35% below market value. The Note, together with accrued interest of $1,566 was converted in 2018 into 260,000 shares of Common Stock valued at $27,560 resulting in a gain of $12,574. $ -0- $ 113,000 Total Notes Payable $ 419,663 $ 596,577 Interest expense for the years ended December 31, 2018 and 2017 was $159,420 and $79,674, respectively. The balance of interest payable at December 31, 2018 and 2017 was $9,291 and $9,215, respectively. Loss on conversion of notes payable for the years ended December 31, 2018 and 2017 was $871,973 and $76,929 respectively. |
9. Notes Payable Related Party
9. Notes Payable Related Party | 12 Months Ended |
Dec. 31, 2018 | |
Notes to Financial Statements | |
Notes Payable Related Party | Notes payable to related parties consist of the following: 2018 2017 A Note Payable held by a private individual who became a principal shareholder of the Company having a Face Value of $118,537 at September 30, 2017 and a maturity date of December 31, 2017, accrues interest at 12%. The Note is convertible any time from the date of issuance into $0.001 par value Common Stock at a 35% discount from market price. On December 31, 2017 the Note together with accrued interest was renewed for a 12-month period under the same terms and conditions as before. The new Note has a Face Value of $122,093 and matures on December 31, 2018. On December 31, 2018 the Note, together with accrued interest of $14,651 was renewed for a 12-month period. The new Note has a Face value of $136,744 and matures on December 31, 2019. The new Note is nonconvertible. This individual ceased to be a principal shareholder of the Company in the third quarter of 2018 $ 136,744 $ 122,093 In December 2016, the Company received monies from its CEO in exchange for a note payable having a principal amount of $90,000 Canadian ($67,032 US) with interest at 12% due March 31, 2017. The note was convertible any time after the date of issuance into $0.001 par value Common Stock at a price 35% below market value. This note was collateralized by all of the assets of the Company. In the event of default, the interest rate will increased to 18% per annum and a penalty of $1,000 Canadian ($752 US) per day will accrue. On March 31, 2017, the note, together with accrued interest of $3,021 Canadian ($2,271 US) and an additional principal amount of $3,000 Canadian ($2,247 US) paid to the Company on March 28, 2017, was renewed for a 90-day period under the same terms and conditions as the original note. The new note now having a face value of $96,021 Canadian ($72,198 US) was due on June 30, 2017. On June 30, 2017, the note, together with accrued interest of $2,873 Canadian ($2,005 US), was renewed for a 90-day period under the same terms and conditions as the original note except that the new note is nonconvertible. The new note now having a face value of $98,894 Canadian ($76,072US) is due on September 30, 2017. On September 30, 2017, the note, together with accrued interest of $2,991 Canadian ($2,397 US) was renewed for a 90-day period under the same terms and conditions as the original note except that the new note is nonconvertible. The new note now having a principal balance of $101,885 Canadian ($81,640 US) matures December 31, 2017. On December 31, 2017 the note was renewed for a 12month period under the same terms and conditions as before except that this new note is unsecured and nonconvertible. The new note has a face value of $104,942 Canadian ($83,649 US) and matures on December 31, 2018. On December 31, 2018 the note was renewed for a 12-month period under the same terms and conditions as the previous note. The new note together with interest of $9,227, has a face value of $86,118 US ($117,535 CAD) and matures on December 31, 2019. 86,118 83,649 On January 1, 2018 as part of the acquisition of Atlas Pharma Inc., the Company issued a note payable in the amount of $450,000 Canadian ($358,407 US) and accruing interest at the rate of 3% per annum. The note is due on December 31, 2023. Payments on this note are $10,000 Canadian (approximately $8,000 US) per quarter. The outstanding principal balance at December 31, 2018 was $310,079. The note is nonconvertible and is secured by the Atlas Pharma Inc. shares held by the Company. The holder of this note is currently a director and officer of Atlas Pharma Inc. $ 310,079 $ -0- Total Notes Payable Re lated Party $ 532,941 $ 205,742 Long-Term Portion $ 289,847 $ 79,710 |
10. Related Transactions
10. Related Transactions | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | In addition to the transactions specified under Note 9 above, during the period ended December 31, 2018, the Company issued 4,050,000 shares of par value $0.001 Common Stock valued at $429,300 or $0.106 per share and 5,700,000 shares of par value $0.001 Common Stock to the Board of Directors valued at $171,000 or $0.03 per share. During the year ended December 31, 2018 the Directors and Officers were paid $154,915 in cash. Of this amount, $85,000 was paid to Advanomics Corporation, a company controlled by the CEO of the Company. For the period ended December 31, 2017, the Company issued 2,100,000 of par value $0.001 Common Stock to the three Company officers valued at $336,000 or $0.008 per share. During the year ended December 31, 2017 the Directors and officers were paid $184,271 in cash. Of this amount, $147,695 was paid to Advanomics Corporation, a company controlled by the CEO of the Company. During the year ended December 31, 2018, certain Directors of the Company made interest free cash advances to the Company totaling $49,349. |
11. Royalties Payable
11. Royalties Payable | 12 Months Ended |
Dec. 31, 2018 | |
Royalties Payable | |
Royalties Payable | As part of a subscription agreement entered into in 2016, the Company had an obligation to pay a royalty of 5% of net sales on one of its generic products (Anastrozole) for a period of three (3) years from the date of the first sale of that product. In September 2018, 50,000 shares of the Company’s Common Stock valued at $5,900 were issued in exchange for cancellation of this royalty obligation. |
12. Acquisition of Atlas Pharma
12. Acquisition of Atlas Pharma Inc. | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Acquisition of Atlas Pharma Inc. | On January 1, 2018 the Company acquired all of the issued and outstanding shares of Atlas Pharma Inc. (“Atlas”), a Canadian privately held company. The purchase price for the shares was Eight Hundred Forty Eight Thousand Dollars $848,000 Canadian ($676,748 US). The purchase price included a cash payment of $100,500 Canadian ($80,289 US), plus the issuance of 1,000,000 shares of the Company’s Common Stock valued at $238,000 or $0.238 per share, and a promissory note in the principal amount of $450,000 Canadian ($358,407 US), with interest payable at the rate of 3% per annum. Atlas is a certified company dedicated to chemical analysis of pharmaceutical and other industrial samples. Atlas’ operations are authorized by a Drug Establishment License issued by Health Canada. Atlas is also registered with the FDA. The Company has performed analysis of the fair market value of Atlas Pharma Inc. assets and liabilities. The following table summarizes the allocation of the purchase price as of the acquisition date: Cash $ 4,942 Accounts receivable $ 79,508 Prepaids $ 1,428 Property and equipment $ 62,990 Goodwill $ 665,697 Less: Liabilities assumed ($172,899 Canadian) $ (137,817 ) Total consideration $ 676,748 |
13. Accounts Receivable
13. Accounts Receivable | 12 Months Ended |
Dec. 31, 2018 | |
Accounts Receivable | |
Accounts Receivable | Accounts receivable consist of trade accounts arising in the normal course of business and are classified as current assets and carried at original invoice amounts less an estimate for doubtful receivables based on a review of outstanding balances on a monthly basis. The estimate of allowance for doubtful accounts is based on the Company's bad debt experience, market conditions, and aging of accounts receivable, among other factors. If the financial condition of the Company's customers deteriorates resulting in the customer's inability to pay the Company's receivables as they come due, additional allowances for doubtful accounts will be required. |
14. Commitments
14. Commitments | 12 Months Ended |
Dec. 31, 2018 | |
Commitments | |
Commitments | The Company’s subsidiary, Atlas Pharma Inc., has entered into long-term lease agreements for the rental of buildings which call for minimum aggregate lease payments of $150,347 Canadian (approximately $115,767 US) and additional lease payments based on operating expenses. The lease expires on May 21, 2021. Minimum lease payments for the next three years are $62,213 (approximately $47,904 US) in 2019, $62,213 (approximately $47,904 US) in 2020, and $25,921 (approximately $19,959 US) in 2021. |
15. Subsequent Events
15. Subsequent Events | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | On January 1, 2019, the Company paid $69,931 to pay off the principal ($53,000) and accrued interest ($16,931) on a note payable dated June 27, 2018. On January 8, 2019, the Company received net proceeds of $50,500 in exchange for a note payable having a face value of $54,000 and accruing interest at the rate of 8% per annum. The note, due on January 8, 2020, is convertible after 180 days from issuance into $0.001 par value Common Stock at a price 35% below market value. On January 10, 2019, the Company received net proceeds of $38,000 in exchange for a note payable having a face value of $40,660 and accruing interest at the rate of 8% per annum. The note, due on October 10, 2019, is convertible after 180 days from issuance into $0.001 par value Common Stock at a price 35% below market value. On February 5, 2019, the Company received net proceeds of $35,000 in exchange for a note payable having a face value of $37,450 and accruing interest at the rate of 8% per annum. The note, due on October 10, 2019, is convertible after 180 days from issuance into $0.001 par value Common Stock at a price 35% below market value. On February 11, 2019, the Company received net proceeds of $50,000 in exchange for a note payable having a face value of $52,000 and accruing interest at the rate of 8% per annum. The note, due on November 30, 2019, is convertible after 180 days from issuance into $0.001 par value Common Stock at a price 35% below market value. On March 4 and 13, 2019 the holder of a note payable dated August 17, 2018 elected to convert $25,000 in principal into 3,696,581 shares of Common Stock leaving a principal balance of $28,000. On March 18, 2019, the Company received net proceeds of $38,000 in exchange for a note payable having a face value of $40,660 and accruing interest at the rate of 8% per annum. The note, due on December 18, 2019, is convertible after 180 days from issuance into $0.001 par value Common Stock at a price 35% below market value. On March 18, 2019, the Company received another $38,000 of net proceeds in exchange for a note payable having a face value of $40,660 and accruing interest at the rate of 8% per annum. The note, due on December 18, 2019, is convertible after 180 days from issuance into $0.001 par value Common Stock at a price 35% below market value. |
2. Summary of Significant Acc_2
2. Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Summary Of Significant Accounting Policies | |
PRINCIPLES OF CONSOLIDATION | The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All intercompany accounts and transactions have been eliminated in consolidation. |
USE OF ESTIMATES | The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The more significant estimates and assumptions made by management are valuation of equity instruments, depreciation of property and equipment, and deferred tax asset valuation. Actual results could differ from those estimates as the current economic environment has increased the degree of uncertainty inherent in these estimates and assumptions. |
CASH AND CASH EQUIVALENTS | For the Balance Sheets and Statements of Cash Flows, all highly liquid investments with maturity of 90 days or less are considered to be cash equivalents. The Company had a cash balance of $115,216 and $107,532 as of December 31, 2018 and December 31, 2017, respectively. At times such cash balances may be in excess of the FDIC limit of $250,000 or the equivalent in Canada. |
PROPERTY AND EQUIPMENT | Property and equipment is reviewed for recoverability when events or changes in circumstances indicate that its carrying value may exceed future undiscounted cash inflows. As of December 31, 2018 and 2017, the Company had not identified any such impairment. Repairs and maintenance are charged to operations when incurred and improvements and renewals are capitalized. Property and equipment are stated at cost. Depreciation is calculated using the straight-line method for financial reporting purposes and accelerated methods for tax purposes. Their estimated useful lives are as follows: Office Equipment: 5-7 Years Laboratory Equipment 5 Years Vehicles 5 Years |
INTELLECTUAL PROPERTY RIGHTS - PATENTS | The cost of patents acquired is capitalized and is amortized over the remaining life of the patents. The Company evaluates recoverability of identifiable intangible assets whenever events or changes in circumstances indicate that intangible assets carrying amount may not be recoverable. Such circumstances include, but are not limited to: (1) a significant decrease in the market value of an asset, (2) a significant adverse change in the extent or manner in which an asset is used, or (3) an accumulation of cost significantly in excess of the amount originally expected for the acquisition of an asset. The Company measures the carrying amount of the assets against the estimated undiscounted future cash flows associated with it. The Company’s management determined that the expected cash flows would be less than the carrying amount of certain intangible assets; therefore an impairment loss was recognized in 2016. The impairment loss was calculated as the amount by which the carrying amount of the intangible assets exceeded fair value. |
EARNINGS PER SHARE | The Company has adopted the Financial Accounting Standards Board (FASB) ASC Topic 260 regarding earnings / loss per share, which provides for calculation of “basic” and “diluted” earnings / loss per share. Basic earnings / loss per share includes no dilution and is computed by dividing net income / loss available to common shareholders by the weighted average common shares outstanding for the period. Diluted earnings / loss per share reflect the potential dilution of securities that could share in the earnings of an entity similar to fully diluted earnings / loss per share. |
INCOME TAXES | In accordance with ASC 740 - Income Taxes, the provision for income taxes is computed using the asset and liability method. The liability method measures deferred income taxes by applying enacted statutory rates in effect at the balance sheet date to the differences between the tax basis of assets and liabilities and their reported amounts on the financial statements. The resulting deferred tax assets or liabilities have been adjusted to reflect changes in tax laws as they occur. A valuation allowance is provided when it is more likely than not that a deferred tax asset will not be realized. The Company expects to recognize the financial statement benefit of an uncertain tax position only after considering the probability that a tax authority would sustain the position in an examination. For tax positions meeting a "more-likely-than-not" threshold, the amount to be recognized in the financial statements will be the benefit expected to be realized upon settlement with the tax authority. For tax positions not meeting the threshold, no financial statement benefit is recognized. As of December 31, 2018 the Company had no uncertain tax positions. The Company recognizes interest and penalties, if any, related to uncertain tax positions as general and administrative expenses. The Company currently has no federal or state tax examinations nor has it had any federal or state examinations since its inception. To date, the Company has not incurred any interest or tax penalties. For Canadian and US tax purposes, the Company’s 2015 through 2017 tax years remain open for examination by the tax authorities under the normal three-year statute of limitations. |
FUNCTIONAL CURRENCY | The U.S. dollar is the functional currency of the Company which is operating in the United States. The functional currency for the Company's Canadian subsidiaries is the Canadian dollar. The Company translates its Canadian subsidiary's financial statements into U.S. dollars as follows: ● Assets and liabilities are translated at the exchange rate in effect as of the financial statement date. ● Income statement accounts are translated using the weighted average exchange rate for the period. The Company includes translation adjustments from currency exchange and the effect of exchange rate changes on intercompany transactions of a long-term investment nature as a separate component of shareholders’ equity. There are currently no transactions of a long-term investment nature, nor any gains or losses from non U.S. currency transactions. |
CONCENTRATION OF CREDIT RISKS | Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash equivalents and trade receivables. The Company places its cash equivalents with high credit quality financial institutions. |
FINANCIAL INSTRUMENTS AND FAIR VALUE OF FINANCIAL INSTRUMENTS | The Company applies the provisions of accounting guidance, FASB Topic ASC 825, Financial Instruments The Company defines fair value as the price that would be received to sell an asset or be paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company applies the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). Level 1 – Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 – Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. If the asset or liability has a specified (contractual) term, a Level 2 input must be observable for substantially the full term of the asset or liability. Level 3 – Level 3 inputs are unobservable inputs for the asset or liability in which there is little, if any, market activity for the asset or liability at the measurement date. The carrying value of financial assets and liabilities recorded at fair value is measured on a recurring or nonrecurring basis. Financial assets and liabilities measured on a non-recurring basis are those that are adjusted to fair value when a significant event occurs. The Company had no financial assets or liabilities carried and measured on a nonrecurring basis during the reporting periods. Financial assets and liabilities measured on a recurring basis are those that are adjusted to fair value each time a financial statement is prepared. |
NOTES PAYABLE | Borrowings are recognized initially at fair value, net of transaction costs incurred. Borrowings are subsequently carried at amortized cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognized in the income statement over the period of the borrowings using the effective interest method. |
ACCOUNTING FOR DERIVATIVES LIABILITIES | The Company evaluates stock options, stock warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under the relevant sections of ASC Topic 815-40, Derivative Instruments and Hedging: Contracts in Entity’s Own Equity Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Financial instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815-40 are reclassified to a liability account at the fair value of the instrument on the reclassification date. The Company determined that none of the Company’s financial instruments meet the criteria for derivative accounting as of December 31, 2018 and 2017. |
EQUITY INSTRUMENTS ISSUED TO NON-EMPLOYEES FOR AQUIRING GOODS OR SERVICES | Issuances of the Company’s common stock or warrants for acquiring goods or services are measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The measurement date for the fair value of the equity instruments issued to consultants or vendors is determined at the earlier of (i) the date at which a commitment for performance to earn the equity instruments is reached (a “performance commitment” which would include a penalty considered to be of a magnitude that is a sufficiently large disincentive for nonperformance) or (ii) the date at which performance is complete. When it is appropriate for the Company to recognize the cost of a transaction during financial reporting periods prior to the measurement date, for purposes of recognition of costs during those periods, the equity instrument is measured at the then-current fair values at each of those interim financial reporting dates. |
NONCASH EQUITY TRANSACTIONS | Shares of equity instruments issued for noncash consideration are recorded at the estimated fair market value of the consideration granted based on the estimated market value of the equity instrument, or at the estimated value of the goods or services received whichever is more readily determinable. |
RELATED PARTIES | A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party. |
GENERAL AND ADMINISTRATIVE EXPENSES | General and administrative expenses consisted of professional service fees, rent and utility expenses, meals, travel and entertainment expenses, and other general and administrative overhead costs. Expenses are recognized when incurred. |
BASIC AND DILUTED NET GAIN (LOSS) PER SHARE | The Company computes loss per share in accordance with ASC 260, Earnings per Share. Basic net income (loss) per share is calculated by dividing net (loss) by the weighted-average common shares outstanding. Diluted net income per share is calculated by dividing net income by the weighted-average common shares outstanding during the period using the treasury stock method or the two-class method, whichever is more dilutive. As the Company incurred net losses for the year ended December 31, 2018 no potentially dilutive securities were included in the calculation of diluted earnings per share as the impact would have been anti-dilutive. Therefore, basic and dilutive net (loss) per share were the same as of December 31, 2018 and 2017. |
COMMON STOCK | The Company completed a 20 to 1 reverse stock split of the $.001 par value Common Stock affective February 1, 2019. All shares in this filing have been restated to reflect the 20 to 1 reverse split. |
REVENUE RECOGNITION | As of January 1, 2018, the Company adopted ASU No. 201409, “Revenue from Contracts with Customers” (ASU 201409). Under the new guidance, an entity will recognize revenue to depict the transfer of promised goods or services to customers at an amount that the entity expects to be entitled to in exchange for those goods or services. A five-step model has been introduced for an entity to apply when recognizing revenue. The new guidance also includes enhanced disclosure requirements. The guidance was effective January 1, 2018 and was applied on a modified retrosspective basis. The adoption did not have an impact on the Company's financial statements. All of the revenues of the Company are generated by Atlas Pharma Inc., the Company's wholly owned Canadian subsidiary, which provides laboratory testing services. Performance obligations for testing services are recognized as revenue at a point in time on the date results are delivered to a customer which is when control is transferred. Local governmental regulations require that companies recognize revenues upon completion of the work by issuing an invoice and remitting the applicable sales taxes (GST and QST) to the appropriate government agency. Atlas Pharma Inc.'s revenue recognition policy is in compliance with these local regulations. |
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS | In February 2016, the FASB issued Accounting Standards Update No. 2016-02, “Leases (Topic 842)” (“ASU 2016-02”). ASU 2016-02 will require lessees to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. Under ASU 2016-02, a lessee will be required to recognize assets and liabilities for leases with terms of more than 12 months. Lessor accounting remains substantially similar to current GAAP. In addition, disclosures of leasing activities are to be expanded to include qualitative along with specific quantitative information. ASU 2016-02 will be effective in fiscal years beginning after December 15, 2018 (with early adoption permitted). ASU 2016-02 mandates a modified retrospective transition method. The Company is currently evaluating the potential impact of adopting this guidance on our consolidated financial statements. |
DIRECTOR AND OFFICER COMPENSATION | For the period ended December 31, 2018, the Company issued 4,050,000 shares of par value $0.001 Common Stock valued at $429,300 or $0.106 per share and 5,700,000 shares of par value $0.001 Common Stock to the Board of Directors valued at $171,000 or $0.03 per share. During the year ended December 31, 2018 the Directors and officers were paid $154,915 in cash. Of this amount, $85,000 was paid to Advanomics Corporation, a company controlled by the CEO of the Company. For the period ended December 31, 2017, the Company issued 2,100,000 of par value $0.001 Common Stock to the three Company officers valued at $336,000 or $0.16 per share. During the year ended December 31, 2017 the Directors and officers were paid $184,271 in cash. Of this amount, $147,695 was paid to Advanomics Corporation, a company controlled by the CEO of the Company. |
LEGAL FEES | During the years ended December 31, 2018 and 2017, the legal fees incurred were related to services provided to the Company to assist with its regulatory requirements with the Securities and Exchange Commission, patenting costs and one ongoing litigation. |
DATE OF MANAGEMENT'S REVIEW | Subsequent events have been evaluated through April 12, 2019, which is the date the Financial Statements were available to be issued. |
2. Summary of Significant Acc_3
2. Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Summary Of Significant Accounting Policies Tables Abstract | |
Estimated useful lives of property plant and equipment | Office Equipment: 5-7 Years Laboratory Equipment 5 Years Vehicles 5 Years |
6. Earnings Per Share (Tables)
6. Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share | |
Schedule of earnings per share computation | 2018 2017 Net (loss) attributable to Common Stock $ (2,156,155 ) $ (1,040,236 ) Basic weighted average outstanding shares of Common Stock 60,936,164 43,634,280 Dilutive effects of common share equivalents -0- -0- Dilutive weighted average outstanding shares of common stock 60,936,164 43,634,280 Net (loss) attributable to Common Stock $ (0.04 ) $ (0.02 ) |
7. Income Taxes (Tables)
7. Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Taxes Tables Abstract | |
Temporary differences | December 31, 2018 December 31, 2017 Temporary Difference Tax Effect Temporary Difference Tax Effect Deferred tax assets: Net operating loss US $ 12,156,020 $ 2,997,675 $ 10,611,921 $ 3,932,778 Net operating loss Canada 298,661 80,041 266,498 71,421 Total 12,454,681 3,077,716 10,878,419 4,004,199 Valuation allowance (12,454,681 ) (3,077,716 ) (10,878,419 ) ( 4,004,199 ) Total deferred tax asset -0- -0- -0- -0- Net deferred tax asset -0- -0- - - |
Income tax reconciliation | December 31, 2018 2017 U.S. Federal statutory graduated rate 21.00 % 34.00 % State income tax rate, net of federal benefit 4.12 % 3.06 % Net rate 25.12 % 37.06 % Net operating loss used 0.00 % 0.00 % Net operating loss for which no tax benefit is currently available -25.12 % -37.06 % 0.00 % 0.00 % Canada Federal statutory rate 15.00 % 15.00 % Canada Provincial rate 11.80 % 11.80 % Net Canada rate 26.80 % 26.80 % Net operating loss used 0.00 % 0.00 % Net operating loss for which no tax benefit is currently available (Canada) -26.80 % -26.80 % 0.00 % 0.00 % |
8. Notes Payable (Tables)
8. Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Notes Payable Tables Abstract | |
Notes payable | 2018 2017 A Note Payable having a Face Value of $24,012 at December 31, 2016 and accruing interest at 12% was due December 31, 2017 (“2016 Note”). On December 31, 2017, the Company renewed the 2016 Note, together with accrued interest of $2,573, for a 12-month period (“2017 Note”). On December 31, 2018 the Company renewed the 2017 Note, together with accrued interest of $2,881, for a 12-month period (“2018 Note”). The 2018 Note has a Face Value of $26,893 and accrues interest at 12%. The 2018 Note is nonconvertible. $ 26,893 $ 24,012 On January 12, 2018 the Company received monies in exchange for a Note Payable having a Face Value of $102,000 with interest accruing at 8% is due October 30, 2018. The Note is convertible after 180 days from issuance into $0.001 par value Common Stock at a price 35% below market value. The Note, together with accrued interest of $4,080 was converted in 2018 into 3,569,333 shares of Common Stock valued at $166,085 resulting in a loss of $60,005. $ -0- -0- On February 7, 2018, the Company received monies in exchange for a Note Payable having a Face Value of $150,000 with interest accruing at 8% is due February 7, 2019. The Note is convertible after 180 days from issuance into $0.001 par value Common Stock at a price 35% below market value. The note was paid off in 2018 in part by cash of $48,000 and the remainder, together with accrued interest of $5,073, was converted into 5,710,642 shares of Common Stock valued at $183,411 resulting in a loss of $76,338. $ -0- $ -0- On February 20, 2018, the Company received monies in exchange for a Note Payable having a Face Value of $85,000 with interest accruing at 8% is due November 30, 2018. The Note is convertible after 180 days from issuance into $0.001 par value Common Stock at a price 35% below market value. The Note, together with accrued interest of $3,400, was converted in 2018 into 4,376,238 shares of Common Stock valued at $281,663 resulting in a loss of $193,263. $ -0- $ -0- On May 29, 2018, the Company received monies in exchange for a Note Payable having a Face Value of $26,750 with interest accruing at 8% is due February 29, 2019. The Note is convertible after 180 days from issuance into $0.001 par value Common Stock at a price 35% below market value. The note, together with accrued interest of $1,353, was converted into 4,003,265 shares of Common Stock valued at $192,157 resulting in a loss of $164,054. $ -0- $ -0- On June 27, 2018, the Company received monies in exchange for a Note Payable having a Face Value of $53,000 with interest accruing at 8% is due April 15, 2019. The Note is convertible after 180 days from issuance into $0.001 par value Common Stock at a price 35% below market value. Interest accrued at December 31, 2018 was $2,137. We estimate that the fair value of this convertible debt approximates the face value, so no value has been assigned to the beneficial conversion feature. Any gain or loss will be recognized at conversion. $ 53,000 $ -0- On August 17, 2018, the Company received monies in exchange for a Note Payable having a Face Value of $53,000 with interest accruing at 8% is due April 15, 2019. The Note is convertible after 180 days from issuance into $0.001 par value Common Stock at a price 35% below market value. Interest accrued at December 31, 2018 was $1,557. We estimate that the fair value of this convertible debt approximates the face value, so no value has been assigned to the beneficial conversion feature. Any gain or loss will be recognized at conversion. $ 53,000 $ -0- On September 10, 2018, the Company received monies in exchange for two Notes Payable having an aggregate Face Value of $36,500 with interest accruing at 8% are due June 20, 2019. Interest accrued at December 31, 2018 was $888. $ 36,500 $ -0- On October 23, 2018, the Company received monies in exchange for a Note Payable having a Face Value of $90,000 with interest accruing at 8% is due October 23, 2019. The Note is convertible after 180 days from issuance into $0.001 par value Common Stock at a price 35% below market value. Interest accrued at December 31, 2018 was $1,361. We estimate that the fair value of this convertible debt approximates the face value, so no value has been assigned to the beneficial conversion feature. Any gain or loss will be recognized at conversion. $ 90,000 $ -0- On December 24, 2018, the Company received monies in exchange for a Note Payable having a Face Value of $87,000 with interest accruing at 8% is due October 23, 2019. The Note is convertible after 180 days from issuance into $0.001 par value Common Stock at a price 35% below market value. Interest accrued at December 31, 2018 was $153. We estimate that the fair value of this convertible debt approximates the face value, so no value has been assigned to the beneficial conversion feature. Any gain or loss will be recognized at conversion. $ 87,000 $ -0- On April 1, 2017 the Company received monies in exchange for a Note Payable having a Face Value of $100,000 Canadian ($73,270US) at December 31, 2018 and ($79,710 US) at December 31, 2017 with interest payable quarterly at 9% is due April 1, 2019. The Note is convertible any time after issuance into $0.001 par value Common Stock at a price of $0.015 Canadian (approximately $0.012 US) per share. We estimate that the fair value of this convertible debt approximates the face value, so no value has been assigned to the beneficial conversion feature. Any gain or loss will be recognized at conversion. $ 73,270 $ 79,710 On August 3, 2017 the, Company received monies in exchange for a Note Payable having a Face Value of $ 80,000 with interest accruing at 8% is due August 3, 2018. The Note is convertible after 180 days from issuance into $0.001 par value Common Stock at a price 35% below market value. A principal amount of $40,000 of this note plus accrued interest of $1,712 was converted in 2018 into 327,788 shares of Common Stock valued at $70,507 resulting in a loss of $28,795. The remaining principal amount of $40,000 together with accrued interest of $1,613 was paid in cash reducing the balance to $-0- $ -0- $ 80,000 On August 21, 2017 the Company received monies in exchange for a Note Payable having a Face Value of $ 83,000 with interest accruing at 8% is due May 30, 2018. The Note is convertible after 180 days from issuance into $0.001 par value Common Stock at a price 35% below market value. The Note, plus accrued interest of $3,419, was paid off in 2018. $ -0- $ 83,000 On September 22, 2017 the Company received monies in exchange for a note having a Face Value of $ 62,000 with interest accruing at 8% is due June 30, 2018. The Note is convertible after 180 days from issuance into $0.001 par value Common Stock at a price 35% below market value. The note, together with accrued interest of $2,480 was converted in 2018 into 790,590 shares of Common Stock valued at $107,056 resulting in a loss of $42,576. $ -0- $ 62,000 On October 26, 2017 the Company received monies in exchange for a Note Payable having a Face Value of $ 115,000 with interest accruing at 8% is due October 26, 2018. The Note is convertible after 180 days from issuance into $0.001 par value Common Stock at a price 35% below market value. The note, together with accrued interest of $6,126, was converted in 2018 into 2,921,146 shares of Common Stock valued at $208,661 resulting in a loss of $87,535. $ -0- $ 62,000 On November 14, 2017, the Company received monies in exchange for a Note Payable having a Face Value of $ 113,000 with interest accruing at 8% is due November 14, 2018. The Note is convertible after 180 days from issuance into $0.001 par value Common Stock at a price 35% below market value. The Note, together with accrued interest of $7,018 was converted in 2018 into 4,917,251 shares of Common Stock valued at $351,999 resulting in a loss of $231,981. $ -0- $ 115,000 On December 1, 2017, the Company received monies in exchange for a Note Payable having a Face Value of $50,000 Canadian ($38,568 US) at December 31, 2018 and ($39,855 US) at December 31, 2017 with interest accruing at 8% is due November 30, 2018. The Note is convertible after 180 days from issuance into $0.001 par value Common Stock at a price 35% below market value. The Note, together with accrued interest of $1,566 was converted in 2018 into 260,000 shares of Common Stock valued at $27,560 resulting in a gain of $12,574. $ -0- $ 113,000 Total Notes Payable $ 419,663 $ 596,577 |
9. Notes Payable Related Party
9. Notes Payable Related Party (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Notes Payable Related Party Tables Abstract | |
Summary of notes payable related party | 2018 2017 A Note Payable held by a private individual who became a principal shareholder of the Company having a Face Value of $118,537 at September 30, 2017 and a maturity date of December 31, 2017, accrues interest at 12%. The Note is convertible any time from the date of issuance into $0.001 par value Common Stock at a 35% discount from market price. On December 31, 2017 the Note together with accrued interest was renewed for a 12-month period under the same terms and conditions as before. The new Note has a Face Value of $122,093 and matures on December 31, 2018. On December 31, 2018 the Note, together with accrued interest of $14,651 was renewed for a 12-month period. The new Note has a Face value of $136,744 and matures on December 31, 2019. The new Note is nonconvertible. This individual ceased to be a principal shareholder of the Company in the third quarter of 2018 $ 136,744 $ 122,093 In December 2016, the Company received monies from its CEO in exchange for a note payable having a principal amount of $90,000 Canadian ($67,032 US) with interest at 12% due March 31, 2017. The note was convertible any time after the date of issuance into $0.001 par value Common Stock at a price 35% below market value. This note was collateralized by all of the assets of the Company. In the event of default, the interest rate will increased to 18% per annum and a penalty of $1,000 Canadian ($752 US) per day will accrue. On March 31, 2017, the note, together with accrued interest of $3,021 Canadian ($2,271 US) and an additional principal amount of $3,000 Canadian ($2,247 US) paid to the Company on March 28, 2017, was renewed for a 90-day period under the same terms and conditions as the original note. The new note now having a face value of $96,021 Canadian ($72,198 US) was due on June 30, 2017. On June 30, 2017, the note, together with accrued interest of $2,873 Canadian ($2,005 US), was renewed for a 90-day period under the same terms and conditions as the original note except that the new note is nonconvertible. The new note now having a face value of $98,894 Canadian ($76,072US) is due on September 30, 2017. On September 30, 2017, the note, together with accrued interest of $2,991 Canadian ($2,397 US) was renewed for a 90-day period under the same terms and conditions as the original note except that the new note is nonconvertible. The new note now having a principal balance of $101,885 Canadian ($81,640 US) matures December 31, 2017. On December 31, 2017 the note was renewed for a 12month period under the same terms and conditions as before except that this new note is unsecured and nonconvertible. The new note has a face value of $104,942 Canadian ($83,649 US) and matures on December 31, 2018. On December 31, 2018 the note was renewed for a 12-month period under the same terms and conditions as the previous note. The new note together with interest of $9,227, has a face value of $86,118 US ($117,535 CAD) and matures on December 31, 2019. 86,118 83,649 On January 1, 2018 as part of the acquisition of Atlas Pharma Inc., the Company issued a note payable in the amount of $450,000 Canadian ($358,407 US) and accruing interest at the rate of 3% per annum. The note is due on December 31, 2023. Payments on this note are $10,000 Canadian (approximately $8,000 US) per quarter. The outstanding principal balance at December 31, 2018 was $310,079. The note is nonconvertible and is secured by the Atlas Pharma Inc. shares held by the Company. The holder of this note is currently a director and officer of Atlas Pharma Inc. $ 310,079 $ -0- Total Notes Payable Re lated Party $ 532,941 $ 205,742 Long-Term Portion $ 289,847 $ 79,710 |
12. Acquisition of Atlas Phar_2
12. Acquisition of Atlas Pharma Inc. (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Acquisition Of Atlas Pharma Inc. | |
Acquisition | Cash $ 4,942 Accounts receivable $ 79,508 Prepaids $ 1,428 Property and equipment $ 62,990 Goodwill $ 665,697 Less: Liabilities assumed ($172,899 Canadian) $ (137,817 ) Total consideration $ 676,748 |
2. Summary of Significant Acc_4
2. Summary of Significant Accounting Policies (Details) | 12 Months Ended |
Dec. 31, 2018 | |
Office Equipment | |
Estimated useful lives | 5-7 Years |
Laboratory Equipment | |
Estimated useful lives | 5 Years |
Vehicles | |
Estimated useful lives | 5 Years |
2. Summary of Significant Acc_5
2. Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Summary Of Significant Accounting Policies Details Narrative Abstract | |||
Cash | $ 115,216 | $ 107,532 | $ 57,453 |
Patent impairment | $ 556,120 |
6. Earnings Per Share (Details)
6. Earnings Per Share (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Earnings Per Share Details Abstract | ||
Net (loss) attributable to common stockholders | $ (2,156,155) | $ (1,040,236) |
Basic weighted average outstanding shares of common stock | 60,936,164 | 43,634,280 |
Dilutive effects of common share equivalents | $ 0 | $ 0 |
Dilutive weighted average outstanding shares of common stock | 60,936,164 | 872,685,608 |
Net loss per share of common stock - basic and diluted | $ (0.04) | $ (0.02) |
7. Income Taxes (Details)
7. Income Taxes (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred tax assets: | ||
Total | $ 3,077,716 | $ 4,004,199 |
Temporary Difference | ||
Deferred tax assets: | ||
Net operating loss US | 12,156,020 | 10,611,921 |
Net operating loss Canada | 298,661 | 266,498 |
Total | 12,454,681 | 10,878,419 |
Valuation allowance | (12,454,681) | (10,878,419) |
Total deferred tax asset | 0 | 0 |
Net deferred tax asset | 0 | 0 |
Tax Effect | ||
Deferred tax assets: | ||
Net operating loss US | 2,997,675 | 3,932,778 |
Net operating loss Canada | 80,041 | 71,421 |
Total | 3,077,716 | 4,004,199 |
Valuation allowance | (3,077,716) | (4,004,199) |
Total deferred tax asset | 0 | 0 |
Net deferred tax asset | $ 0 | $ 0 |
7. Income Taxes (Details 1)
7. Income Taxes (Details 1) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Taxes Details Abstract | ||
U.S. Federal statutory graduated rate | 21.00% | 34.00% |
State income tax rate, net of federal benefit | 4.12% | 3.06% |
Net rate | 25.12% | 37.06% |
Net operating loss used | 0.00% | 0.00% |
Net operating loss for which no tax benefit is currently available | (25.12%) | (37.06%) |
Income tax rate | 0.00% | 0.00% |
Canada Federal statutory rate | 15.00% | 15.00% |
Canada Provincial rate | 11.80% | 11.80% |
Net rate | 26.80% | 26.80% |
Net operating loss used (Canada) | 0.00% | 0.00% |
Net operating loss for which no tax benefit is currently available (Canada) | (26.80%) | (26.80%) |
7. Income Taxes (Details Narrat
7. Income Taxes (Details Narrative) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Income Taxes Details Narrative Abstract | ||
Federal net operating loss carryforwards | $ 12,454,681 | $ 10,611,921 |
Deferred tax asset net operating loss carryforwards | 3,077,716 | 4,004,199 |
Change in the valuation allowance | $ 926,483 | $ 342,693 |
8. Notes Payable (Details)
8. Notes Payable (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Notes payable | $ 419,663 | $ 596,577 |
Note 1 | ||
Notes payable | 26,893 | 24,012 |
Note 2 | ||
Notes payable | 0 | 0 |
Note 3 | ||
Notes payable | 0 | 0 |
Note 4 | ||
Notes payable | 0 | 0 |
Note 5 | ||
Notes payable | 0 | 0 |
Note 6 | ||
Notes payable | 53,000 | 0 |
Note 7 | ||
Notes payable | 53,000 | 0 |
Note 8 | ||
Notes payable | 36,500 | 0 |
Note 9 | ||
Notes payable | 90,000 | 0 |
Note 10 | ||
Notes payable | 87,000 | 0 |
Note 11 | ||
Notes payable | 73,270 | 79,710 |
Note 12 | ||
Notes payable | 0 | 80,000 |
Note 13 | ||
Notes payable | 0 | 83,000 |
Note 14 | ||
Notes payable | 0 | 62,000 |
Note 15 | ||
Notes payable | 0 | 62,000 |
Note 16 | ||
Notes payable | 0 | 115,000 |
Note 17 | ||
Notes payable | $ 0 | $ 113,000 |
9. Notes Payable Related Part_2
9. Notes Payable Related Party (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Notes payable related party | $ 532,941 | $ 205,742 |
Long-term portion | 289,847 | 79,710 |
Related Entity Note 1 | ||
Notes payable related party | 136,744 | 122,093 |
Related Entity Note 2 | ||
Notes payable related party | 86,118 | 83,649 |
Related Entity Note 3 | ||
Notes payable related party | $ 310,079 | $ 0 |
12. Acquisition of Atlas Phar_3
12. Acquisition of Atlas Pharma Inc. (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Acquisition Of Atlas Pharma Inc.Details Abstract | ||
Cash | $ 4,942 | |
Accounts receivable | 79,508 | |
Prepaids | 1,428 | |
Property and equipment | 62,990 | |
Goodwill | 665,697 | $ 0 |
Less: Liabilities assumed ($172,899 Canadian) | (137,817) | |
Total consideration | $ 676,748 |