Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Apr. 30, 2020 | Jun. 30, 2019 | |
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, 2019 | ||
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 | $ 3,713,994 | ||
Entity Common Stock, Shares Outstanding | 69,939,306 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2019 | ||
Entity Interactive Data Current | Yes | ||
Entity Incorporation State Country Code | CO | ||
Entity File Number | 000-52898 |
Balance Sheet
Balance Sheet - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Current Assets: | ||
Cash and cash equivalents | $ 40,501 | $ 110,534 |
Accounts receivable | 430 | 0 |
Inventory | 15,910 | 0 |
Prepaid expenses | 1,255 | 1,341 |
Deposits | 7,590 | 0 |
Assets of discontinued operations | 0 | 989,572 |
Total Current Assets | 65,686 | 1,101,447 |
Equipment (net of $37,109 and $23,005 depreciation, respectively) | 32,456 | 45,124 |
Patents (net of $58,918 amortization and $556,120 impairment) | 0 | 0 |
TOTAL ASSETS | 98,142 | 1,146,571 |
Current Liabilities: | ||
Notes payable | 586,307 | 419,663 |
Notes payable - related party | 129,261 | 243,094 |
Related party advances | 0 | 20,871 |
Accounts payable and accrued expenses | 96,882 | 115,826 |
Interest payable | 21,077 | 9,291 |
Liability of discontinued operations | 0 | 103,732 |
Total Curent Liabilities | 833,527 | 912,477 |
Long-Term liabilities | 0 | 289,847 |
TOTAL LIABILITIES | 833,527 | 1,202,324 |
SHAREHOLDERS' EQUITY | ||
Common Stock, $0.001 par value per share; Authorized 3,000,000,000 Shares; Issued and outstanding 35,319,990 and 4,282,620 at December 31, 2019 and 2018, respectively | 35,320 | 4,283 |
Capital paid in excess of par value | 16,616,426 | 15,668,047 |
Accumulated other comprehensive income | (2,495) | (3,738) |
Accumulated (Deficit) | (17,434,636) | (15,774,345) |
TOTAL SHAREHOLDERS' DEFICIT | (735,385) | (55,753) |
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT | 98,142 | 1,146,571 |
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, 2019 | Dec. 31, 2018 | |
Equipment depreciation | $ 37,109 | $ 23,005 |
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 | 35,319,990 | 4,282,620 |
Common stock shares outstanding | 35,319,990 | 4,282,620 |
Series A Preferred Stock | ||
SHAREHOLDERS' EQUITY | ||
Preferred stock, par value | $ 0.10 | $ 0.10 |
Preferred stock shares authorized | 850,000 | 850,000 |
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, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | ||
Revenue | $ 21,121 | $ 0 |
Cost of Revenues | 11,050 | 0 |
Gross Profit | 10,071 | 0 |
General & Administrative Expenses: | ||
Accounting | 89,253 | 153,889 |
Legal | 107,196 | 113,068 |
Consulting | 74,124 | 30,300 |
Office | 74,904 | 84,654 |
Officer & Director remuneration | 277,252 | 755,215 |
Research & development | 15,204 | 12,800 |
Amortization & Depreciation | 13,774 | 14,364 |
Total General & Administrative | 651,707 | 1,164,290 |
Income (Loss) from Operations | (641,636) | (1,164,290) |
Other (expense): | ||
Interest expense | (115,901) | (143,463) |
Loss on conversion of notes payable | (314,752) | (871,726) |
Gain (Loss) from foreign exchange transactions | (15,099) | 41,528 |
Gain on interest forgiveness | 1,367 | 0 |
Debt release | 7,967 | 0 |
Total Other Expenses | (436,418) | (973,661) |
Income (Loss) before income taxes | (1,078,054) | (2,137,951) |
Income taxes | 0 | 0 |
Net Income (Loss) from continuing operations | (1,078,054) | (2,137,951) |
Net Income (Loss) from discontinued operations (Atlas Pharma Inc.) | (582,237) | (18,204) |
Net Income (Loss) | (1,660,291) | (2,156,155) |
Gain (Loss) from foreign exchange transactions | 1,243 | (4,242) |
Comprehensive Income (Loss) | $ (1,659,048) | $ (2,160,397) |
Basic Income (Loss) from continuing operations per common share | $ (.10) | $ (.70) |
Basic Income (loss) from discontinued operations per common share | (.05) | .01 |
Basic (Loss) per common shares | $ (.15) | $ (.71) |
Weighted Average Common Shares Outstanding | 10,932,813 | 3,046,807 |
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, 2017 | 2,296,841 | 500,000 | ||||
Begining Balance, Amount at Dec. 31, 2017 | $ 2,297 | $ 12,992,026 | $ 50,000 | $ 504 | $ (13,618,190) | $ (573,363) |
Stock issued for acquisition, Shares | 50,000 | |||||
Stock issued for acquisition, Amount | $ 50 | 237,950 | 238,000 | |||
Common stock issued for services, Shares | 519,125 | |||||
Common stock issued for services, Amount | $ 519 | 675,581 | 676,100 | |||
Common stock issued for equipment, Shares | 72,837 | |||||
Common stock issued for equipment, Amount | $ 73 | 174,735 | 174,808 | |||
Common stock issued for the reduction of debt and payment of interest, shares | 1,343,817 | |||||
Common stock issued for the reduction of debt and payment of interest, amount | $ 1,344 | 1,587,755 | 1,589,099 | |||
Net Income (Loss) | (4,242) | (2,156,155) | (2,160,397) | |||
Ending balance, Shares at Dec. 31, 2018 | 4,282,620 | 500,000 | ||||
Ending balance, Amount at Dec. 31, 2018 | $ 4,283 | 15,668,047 | $ 50,000 | (3,738) | (15,774,345) | (55,753) |
Common stock issued to directors, Shares | 9,150,000 | |||||
Common stock issued to directors, Amount | $ 9,150 | 195,150 | 204,300 | |||
Common stock issued for services, Shares | 1,455,000 | |||||
Common stock issued for services, Amount | $ 1,455 | 55,935 | 57,390 | |||
Common stock issued for equipment, Amount | 0 | |||||
Common stock issued for the reduction of debt and payment of interest, shares | 20,432,370 | |||||
Common stock issued for the reduction of debt and payment of interest, amount | $ 20,432 | 697,294 | 717,726 | |||
Net Income (Loss) | 1,243 | (1,660,291) | (1,659,048) | |||
Ending balance, Shares at Dec. 31, 2019 | 35,319,990 | 500,000 | ||||
Ending balance, Amount at Dec. 31, 2019 | $ 35,320 | $ 16,616,426 | $ 50,000 | $ (2,495) | $ (17,434,636) | $ (735,385) |
Statement Of Cash Flows
Statement Of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Cash Flows From Operating Activities: | ||
Net Income (Loss) | $ (1,660,291) | $ (2,156,155) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 13,774 | 49,361 |
Foreign exchange gain (loss) | 15,099 | (42,399) |
Stock issued for services | 261,690 | 676,100 |
Stock issued for payment of interest | 17,197 | 33,977 |
Loss on debt conversion | 314,752 | 871,973 |
Gain on interest and debt forgiven | (9,334) | (247) |
Loss on disposition of subsidiary | 582,237 | 0 |
Increase (decrease) in accounts receivable | (430) | (15,447) |
Increase (decrease) in inventory | (15,910) | 0 |
(Increase) decrease in prepaid expenses | (7,676) | 8,326 |
Increase (decrease) in accounts payable | (18,692) | 61,629 |
Increase (decrease) in interest payable | 11,786 | 76 |
Net Cash Flows (Used) in Operations | (495,798) | (512,806) |
Cash Flows From Investing Activities: | ||
Cash received from purchase of subsidiary | 0 | 4,942 |
Advances from discontinued operations | (14,416) | 0 |
Purchase equipment | (860) | (18,850) |
Net Cash Flows (Used) in Investing Activities | (15,276) | (13,908) |
Cash Flows From Financing Activities: | ||
Proceed from note payable | 441,230 | 609,885 |
Payment of notes payable | (53,000) | (194,184) |
Notes Payable - Interest expense | 25,795 | 26,759 |
Advances from related parties | 0 | 29,930 |
Note payable used to pay expenses | 0 | 36,500 |
Note payable used to pay origination fees & interest | 28,230 | 18,750 |
Net Cash Flows Provided by Financing Activities | 442,255 | 527,640 |
Cash and cash equivalents at beginning of period | 115,216 | 107,532 |
Net Increase (Decrease) In Cash and cash equivalents | (68,819) | 926 |
Foreign currency translation adjustment | (5,896) | 6,758 |
Cash and cash equivalents at end of period | 40,501 | 115,216 |
Supplementary Disclosure Of Cash Flow Information: | ||
Cash paid for interest | 0 | 23,496 |
Stock issued for note conversions | 717,726 | 1,589,099 |
Stock issued to buy equipment | $ 0 | $ 174,808 |
1. Description of Business
1. Description of Business | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | Sunshine Biopharma, Inc. (the "Company") was originally incorporated under the name Mountain West Business Solutions, Inc. on August 31, 2006 in the State of Colorado. Until October 2009, the Company was operating as a business consultancy firm. Effective October 15, 2009, the Company acquired Sunshine Biopharma, Inc. in a transaction classified as a reverse acquisition. Sunshine Biopharma, Inc. was holding an exclusive license to a new anticancer drug bearing the laboratory name, Adva-27a. Upon completion of the reverse acquisition transaction, the Company changed its name to Sunshine Biopharma, Inc. and began operating as a pharmaceutical company focusing on the development of the licensed Adva-27a anticancer drug. In July 2014, the Company formed a wholly owned Canadian subsidiary, Sunshine Biopharma Canada Inc. (“Sunshine Canada”) for the purposes of offering generic pharmaceutical products in Canada and elsewhere around the world. Sunshine Canada has signed licensing agreements for four (4) generic prescription drugs for treatment of breast cancer, prostate cancer and BPH (Benign Prostatic Hyperplasia). On January 1, 2018, the Company acquired all of the issued and outstanding shares of Atlas Pharma Inc. (“Atlas”), a Canadian privately held analytical chemistry 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 50,000 shares of the Company’s Common Stock valued at $238,000, and a promissory note (“Atlas Debt”) in the principal amount of $450,000 Canadian ($358,407 US), with interest payable at the rate of 3% per annum. In March 2018, the Company formed NOX Pharmaceuticals, Inc., a wholly owned Colorado corporation and assigned all of the Company’s interest in the Adva27a anticancer drug to that company. NOX Pharmaceuticals Inc.’s mission is to research, develop and commercialize proprietary drugs including Adva-27a. In December 2018, the Company launched its first over-the-counter product, Essential 9 ™ ™ 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 (the “First Reverse Stock Split”). The Company’s authorized capital of Common Stock remained as previously established at 3,000,000,000 shares. Effective April 1, 2019, the Company re-assigned all of its stock in Atlas back to the original owner in exchange for the Atlas Debt. The loss on the disposition was $580,125. See “Note 12 – Acquisition and Disposition of Atlas Pharma Inc.” below for a more detailed explanation of this disposition. In November 2019, the Company received Health Canada approval for a new Calcium-Vitamin D supplement. Health Canada issued NPN 80093432 through which it authorized the Company to manufacture and sell the new Calcium-Vitamin D supplement under the brand name Essential Calcium-Vitamin D ™ Effective April 6, 2020, the Company completed another 20 to 1 reverse split of its $0.001 par value Common Stock, reducing the issued and outstanding shares of Common Stock from 1,193,501,925 to 59,675,417 (the “Second Reverse Stock Split”). The number of authorized Common Shares remained as previously established at 3,000,000,000 post-second split. The Company's financial statements reflect both the First and Second Reverse Stock Split on a retroactive basis and represent the consolidated activity of Sunshine Biopharma, Inc. and its subsidiaries (Sunshine Biopharma Canada Inc. and NOX Pharmaceuticals Inc.) herein collectively referred to as the "Company". During the last twelve month period the Company has continued to raise money through the issuance of convertible debt. The Company’s activities are subject to significant risks and uncertainties, including failing to secure additional funding to operationalize the Company’s proprietary drug development program and other business activities. |
2. Summary of Significant Accou
2. Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [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 subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. USE OF ESTIMATES The preparation of financial statements in conformity with US 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 $40,501 and $110,534 as of December 31, 2019 and December 31, 2018, 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, 2019 and 2018, 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, 2019 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 2016 through 2018 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. ASC 825 requires all entities to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized on the balance sheet, for which it is practicable to estimate fair value, and defines fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. As of December 31, 2019 and 2018, the fair value of cash, accounts receivable and notes receivable, accounts payable, accrued expenses, and other payables approximated carrying value due to the short maturity of the instruments, quoted market prices or interest rates which fluctuate with market rates. 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. The result of this accounting treatment could be that the fair value of a financial instrument is classified as a derivative instrument and is marked-to-market at each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income or other expense. 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, 2019 and 2018. 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. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. 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, 2019 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, 2019 and 2018. COMMON STOCK The Company completed a 20 to 1 reverse stock split of the $0.001 par value Common Stock effective February 1, 2019. The Company completed an additional 20 to 1 reverse stock split of the $0.001 par value Common Stock effective April 6, 2020. All shares and share prices in this Report have been restated to reflect both of these reverse splits. REVENUE RECOGNITION As of January 1, 2018, the Company adopted ASU No. 201409, “Revenue from Contracts with Customers” (ASC 606). 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 the Company's wholly owned Canadian subsidiary, which sells dietary supplements through Amazon.com and Amazon.ca. In Canada, 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. The Company’s wholly owned Canadian subsidiary's revenue recognition policy is in compliance with these local regulations. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS In January 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2018-01, LEASES (TOPIC 842): LAND EASEMENT PRACTICAL EXPEDIENT FOR TRANSITION TO TOPIC 842. In February 2016, the FASB issued Accounting Standards Update No. 2016- 02, Leases (Topic 842), to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing transactions. The Company is evaluating the impact of this standard on the financial statements. DIRECTOR AND OFFICER COMPENSATION For the period ended December 31, 2019, the Company issued to the Board of Directors 1,950,000 shares of $0.001 par value Common Stock valued at $74,100, 3,300,000 shares of $0.001 par value Common Stock valued at $99,000, and 3,900,000 shares of $0.001 par value Common Stock valued at $31,200. During the year ended December 31, 2019 the Directors and officers were paid $72,916 in cash. Of this amount, $28,000 was paid to Advanomics Corporation, a company controlled by the CEO of the Company. For the period ended December 31, 2018, the Company issued 202,500 shares of par value $0.001 Common Stock valued at $429,300 and 285,000 shares of $0.001 par value Common Stock valued at $171,000 to the Board of Directors. 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. LEGAL FEES During the years ended December 31, 2019 and 2018, 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 30, 2020, which is the date the Financial Statements were available to be issued. |
3. Going Concern
3. Going Concern | 12 Months Ended |
Dec. 31, 2019 | |
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, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Patents | The following is a summary of the patents held by the Company at December 31, 2019 and 2018: On October 8, 2015, the Company acquired US 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 202,423 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 600,842 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 803,264 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, 2019 | |
Equity [Abstract] | |
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, 2019 and December 31, 2018, the Company has issued and outstanding a total of 35,319,990 and 4,282,620 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. During the fiscal year ended December 31, 2019, the Company issued an aggregate of 31,037,370 shares of its Common Stock as follows: ● 9,150,000 shares valued at $204,300 as compensation to the Company’s Directors and Officers ● 1,455,000 shares for services rendered to the Company by third parties valued at $57,390 ● 20,432,370 shares valued at $717,726 in connection with the conversion of $385,778 in debt and interest of $6,689 resulting in a $314,751 loss on conversion During the fiscal year ended December 31, 2018, the Company issued an aggregate of 1,985,779 shares of its Common Stock as follows: ● 50,000 shares for the acquisition of Atlas Pharma Inc. ● 72,837 shares for the purchase of laboratory and generic drugs warehouse equipment valued at $174,808 ● 487,500 shares valued at $600,300 as compensation to the Company’s Directors and Officers ● 31,625 shares for services rendered to the Company by third parties valued at $75,800 ● 1,343,817 shares valued at $1,589,099 connection with the conversion of $684,318 in debt and interest of $32,808 resulting in a $871,973 loss on conversion The Company has declared no dividends since inception. The Company completed a 20 to 1 reverse stock split of the $0.001 par value Common Stock effective February 1, 2019. The Company completed an additional 20 to 1 reverse stock split of the $0.001 par value Common Stock effective April 6, 2020. All shares and share prices in this filing have been restated to reflect both of these reverse splits. |
6. Earnings Per Share
6. Earnings Per Share | 12 Months Ended |
Dec. 31, 2019 | |
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: 2019 2018 Net gain (loss) attributable to Common Stock $ (1,660,291 ) $ (2,156,155 ) Basic weighted average outstanding shares of Common Stock 10,932,813 3,046,807 Dilutive effects of common share equivalents -0- -0- Dilutive weighted average outstanding shares of Common Stock 10,932,813 3,046,807 Net gain (loss) per share attributable to Common Stock $ (0.15 ) $ (0.71 ) |
7. Income Taxes
7. Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
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., 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 and other items. 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, “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: December 31, 2019 December 31, 2018 Amount Tax Effect Amount Tax Effect Deferred tax assets: Net operating loss $ 1,660,291 $ 407,767 $ 2,156,155 $ 541,626 Other differences $ (235,633 ) $ (57,871 ) $ (611,178 ) $ (153,528 ) Net deferred tax assets $ 1,424,658 $ 349,896 $ 1,544,977 $ 388,098 Valuation allowance $ (1,424,658 ) $ (349,896 ) $ (1,544,977 ) $ (388,098 ) Total deferred tax asset $ -0- $ -0- $ -0- $ -0- Deferred tax liabilities: $ -0- $ -0- $ -0- $ -0- Net deferred tax asset $ -0- $ -0- $ -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, 2019 and December 31, 2018, the Company had approximately $13,581,556 and $12,156,898 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 $349,896 and $388,098 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, 2019 and December 31, 2018 was approximately $(38,202) and $(878,965), respectively. A reconciliation of the U.S. statutory federal income tax rate to the effective tax rate is as follows: December 31, 2019 December 31, 2018 U.S. Federal statutory graduated income tax rate 21.00 % 21.00 % State income tax rate, net of federal benefit 3.56 % 4.12 % Net income tax rate 24.56 % 25.12 % Net operating loss used 0.00 % 0.00 % Net operating loss for which no tax benefit is currently available 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 (Canada) 0.00 % 0.00 % Net operating loss for which no tax benefit is currently available (Canada) -26.80 % -26.80 % The Company’s income tax filings are subject to audit by various taxation authorities. The Company’s open audit periods are 2017, 2018, and 2019, although, the statute of limitations for the 2017 tax year will expire effective October 15, 2020. 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, 2019 | |
Notes Payable [Abstract] | |
Notes Payable | Notes payable consist of the following: 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. The note was paid off in January 2019 along with accrued interest of $16,930.95. 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. The principal amount of $53,000 of this note plus accrued interest of $1,700 was converted in 2019 into 566,157 shares of Common Stock valued at $99,101 resulting in a loss of $44,401. A remaining amount of $420 in accrued interest was paid in cash. On September 10, 2018, the Company issued two Notes Payable having an aggregate Face Value of $36,500 with interest accruing at 8%. The two Notes were issued for services rendered to the Company and had maturity dates in June 2019. The Company was unable to pay the notes and on November 30, 2019 the Company issued a new Note which included accrued interest and accelerated interest of $7,059 for a total Face Value of $43,559. The new Note accrues interest at 8% and is convertible after 180 days from issuance into $0.001 par value Common Stock at a price 35% below market value. The new Note is due August 31, 2020. The Company estimates 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. 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. The principal amount of $90,000 of this Note plus accrued interest of $5,506 was converted in 2019 into 3,141,393 shares of Common Stock valued at $176,565 resulting in a loss of $81,061. 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 December 24, 2019. 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 $35,500 of this Note plus accrued interest of $2,456 was converted in 2019 into 3,350,482 shares of Common Stock valued at $57,880 resulting in a loss of $19,924. Interest accrued at December 31, 2019 was $4,245 with a remaining principal balance of $51,500. The Company estimates 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. On January 8, 2019, the Company received monies in exchange for a Note Payable having a Face Value of $54,000 with interest accruing at 8% is due January 8, 2020. 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, 2019 was $4,226. The Company estimates 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. On January 10, 2019, the Company received monies in exchange for a Note Payable having a Face Value of $40,660 with interest accruing at 8% is due October 10, 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 principal amount of $40,660 of this note plus accrued interest of $1,693 was converted in 2019 into 1,604,816 shares of Common Stock valued at $75,469 resulting in a loss of $33,116. On February 5, 2019, the Company received monies in exchange for a Note Payable having a Face Value of $37,450 with interest accruing at 8% is due October 10, 2019. 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 $5,265 of this Note plus accrued interest of $-0- was converted in 2019 into 450,000 shares of Common Stock valued at $6,300 resulting in a loss of $1,035. At December 31, 2019, accrued interest was $2,639 with a remaining principal balance of $32,185. On February 11, 2019, the Company received monies in exchange for a Note Payable having a Face Value of $52,000 with interest accruing at 8% is due November 30, 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 principal amount of $52,000 of this Note plus accrued interest of $2,080 was converted in 2019 into 2,288,175 shares of Common Stock valued at $81,990 resulting in a loss of $27,910. On March 18, 2019, the Company received monies in exchange for a Note Payable having a Face Value of $40,660 with interest accruing at 8% is due December 18, 2019. 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 $38,693 of this Note plus accrued interest of $2,046 was converted in 2019 into 3,951,103 shares of Common Stock valued at $74,721 resulting in a loss of $23,474 and a write off of $1,967. On March 18, 2019, the Company received monies in exchange for a Note Payable having a Face Value of $40,660 with interest accruing at 8% is due December 18, 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 principal amount of $40,660 of this note plus accrued interest of $1,718 was converted in 2019 into 3,580,246 shares of Common Stock valued at $85,700 resulting in a loss of $43,322. On July 2, 2019, the Company received monies in exchange for a Note Payable having a Face Value of $40,000 with interest accruing at 8% is due April 30, 2020. 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, 2019 was $ 1,596. The Company estimates 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. On July 26, 2019, the Company received monies in exchange for a Note Payable having a Face Value of $50,000 with interest accruing at 8% is due July 26, 2020. 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, 2019 was $1,731. The Company estimates 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. On September 12, 2019, the Company received monies in exchange for a Note Payable having a Face Value of $43,000 with interest accruing at 8% is due July 15, 2020. 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, 2019 was $1,037. The Company estimates 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. On December 14, 2019, the Company received monies in exchange for a Note Payable having a Face Value of $42,800 with interest accruing at 8% is due December 14, 2020. 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, 2019 was $159. The Company estimates 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. A Note Payable having a Face Value of $26,893 at January 1, 2018 and accruing interest at 12% was due December 31, 2018. This Note was nonconvertible. On December 31, 2018, the Company renewed the Note, together with accrued interest of $2,881 for a 12-month period (“2018 Note). On December 31, 2019 the Company renewed the 2018 Note together with accrued interest of $3,227 for a 12-month period (“2019 Note”). The 2019 Note has a Face Value of $30,120 and accrues interest at 12%. The 2019 Note is nonconvertible. |
9. Notes Payable Related Party
9. Notes Payable Related Party | 12 Months Ended |
Dec. 31, 2019 | |
Notes Payable [Abstract] | |
Notes Payable Related Party | Notes payable to related parties consist of the following: 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 (approximately $358,407 US). The Note was nonconvertible and accrued interest at the rate of 3% per annum. Payments on this note were $10,000 Canadian (approximately $8,000 US) per quarter. Post-acquisition, the holder of this Note stayed on as a director and officer of Atlas Pharma Inc. The Company disposed of Atlas Pharma Inc. on April 1, 2019 in exchange for this note. A Note Payable held by a private individual who became a principal shareholder of the Company having a Face Value of $122,093 at January 1, 2018 and a maturity date of December 31, 2018, accrues interest at 12%. This private individual ceased to be a principal shareholder of the Company in the third quarter of 2018. On December 31, 2018, the Company renewed this Note, together with accrued interest of $14,651 for a 12-month period by issuing a new Note having a Face Value of $136,744 (the “2018 Note). On October 1, 2019, the holder of this note requested to convert $30,000 in principal amount into 1,500,000 shares of Common Stock, leaving a principal balance $106,744. On December 31, 2019, the Company renewed the remaining principal balance of the 2018 Note, together with accrued interest of $15,509 for a 12-month period (the “2019 Note”). The 2019 Note has a Face Value of $122,253 and accrues interest at 12%. The 2019 Note is nonconvertible and matures on December 31, 2020. A Note Payable held by the CEO of the Company having a Face Value of $104,942 Canadian ($83,649 US) at January 1, 2018 and accruing interest at 12% was due December 31, 2018. On December 31, 2018, the Company renewed the Note, together with accrued interest of $12,593 Canadian ($9,227 US) for a 12-month period (the “2018 Note). The 2018 Note had a Face Value of $117,535 Canadian ($86,118 US) and matures on December 31, 2019. On December 31, 2019, the Company renewed the 2018 Note together with accrued interest of $14,104 Canadian ($10,845 US) and cash advances made to the Company of $36,473 Canadian ($28,044 US) for a 12-month period (the “2019 Note”). The amount due under the 2019 Note was converted to US Dollars resulting in the 2019 Note having a Face Value of $128,269 US. The 2019 Note is nonconvertible, accrues interest at 12%, and matures on December 31, 2020. |
10. Related Party Transactions
10. Related Party Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | In addition to the transactions specified under Note 9 above, during the period ended December 31, 2019, the Company issued to the Board of Directors 1,950,000 shares of Common Stock valued at $74,100, 3,300,000 shares of Common Stock valued at $99,000, and 3,900,000 shares of Common Stock valued at $31,200. The Company also issued 550,000 shares of Common Stock valued at $16,500 to the CFO for consulting services rendered to the Company in 2019. During the year ended December 31, 2019 the Directors and officers were paid $72,916 in cash. Of this amount, $28,000 was paid to Advanomics Corporation, a company controlled by the CEO of the Company. For the period ended December 31, 2018, the Company issued to the Board of Directors 202,500 shares of $0.001 par value Common Stock valued at $429,300 and 285,000 shares of $0.001 par value Common Stock valued at $171,000. 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. |
11. Royalties Payable
11. Royalties Payable | 12 Months Ended |
Dec. 31, 2019 | |
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, 2,500 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, 2019 | |
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 privately held Canadian company providing analytical chemistry testing services (“Atlas Business”). The purchase price for the shares was $848,000 Canadian ($676,748 US). The purchase price included a cash payment of $100,500 Canadian ($80,289 US), plus the issuance of 50,000 shares of the Company’s Common Stock valued at $238,000, 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 Note”). 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 Liabilities assumed ($172,899 Canadian) $ (137,817 ) Total consideration $ 676,748 Effective April 1, 2019, the Company disposed of Atlas by re-assigning all of its stock in Atlas back to the original owner in exchange for the Atlas Note. As a consequence of the sale, the operating results and the assets and liabilities of the discontinued Atlas Business are presented separately in the Company's financial statements. Summarized financial information for the discontinued Atlas Business is shown below. Prior period balances have been reclassified to present the operations of the Atlas Business as discontinued operations. Discontinued Operations Income Statement: Audited December 31, 2019 Audited December 31, 2018 Revenues $ 119,522 $ 335,357 Cost of revenues 81,920 285,210 Gross profit 37,602 50,147 General and administrative expenses 36,196 46,970 Gain (Loss) from operations 1,406 3,177 Other income (expense) – Interest (3,518 ) (12,024 ) Net Income (Loss) from operations (2,112 ) (8,847 ) Loss on Disposal (580,125 ) — Net Income (Loss) from Discontinued Operations (582,237 ) (8,847 ) The individual assets and liabilities of the discontinued Atlas Business are in the captions "Assets of Discontinued Operation" and "Liabilities of Discontinued Operation" in the Consolidated Balance Sheet. The carrying amounts of the major classes of assets and liabilities included part of the discontinued business are presented in the following table: Discontinued Operations Balance Sheets: Audited December 31, 2019 Audited December 31, 2018 ASSETS Current Assets: Cash and cash equivalents $ - $ 4,682 Accounts receivable - 94,955 Total Current Assets - 99,637 Equipment (net of $ 0 and $34,959 depreciation) - 224,238 Goodwill - 665,697 TOTAL ASSETS $ - $ 989,572 LIABILITIES Current Liabilities: Notes payable - 4,657 Notes payable - related party - 18,230 Related party advances - 10,248 Accounts payable & accrued expenses - 70,597 Total Current Liabilities - 103,732 TOTAL LIABILITIES $ - $ 103,732 Discontinued Operations Cash Flows: Cash flows used in discontinued operations for the period ended December 31, 2019 and 2018 were $8,510 and $7,603, respectively. There were no cash flows used in or provided by investing or financing activities during those periods. |
13. Leases
13. Leases | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Leases | The Company's arrangement in connection with its office space located in Pointe-Claire, Quebec, Canada has no short-term or long-term asset or liability value. |
14. Subsequent Events
14. Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | On January 1 and 30, 2020, February 25, 2020 and March 9 and 25, 2020 the holder of a note payable dated December 24, 2018 elected to convert a total of $26,500 in principal and $2,886 in accrued interest into 225,114,953 shares of Common Stock leaving a principal balance of $25,000. On January 8, 17 and 30, 2020 and February 5, 18 and 25, 2020 the holder of a note payable dated July 2, 2019 elected to convert a total of $40,000 in principal and $1,600 in accrued interest into 261,987,181 shares of Common Stock leaving a principal balance of $-0-. In February and March 2020, the Company purchased additional inventory for a total of $2,752. Effective April 6, 2020, 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 1,193,501,925 to 59,675,417 (the “Second Reverse Stock Split”). The Company had previously completed another 20 to 1 reverse split of its $0.001 par value Common Stock effective February 1, 2019 (the “First Reverse Stock Split”). The financial statements contained in this Report reflect both the First and Second Reverse Stock Splits on a retroactive basis. On April 15, 2020, the Company adopted a Code of Ethics. On April 16, 20 and 23, 2020 the holder of a note payable dated September 12, 2019 elected to convert a total of $16,700 in principal into 10,263,889 shares of Common Stock leaving a principal balance of $26,300. |
2. Summary of Significant Acc_2
2. Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
PRINCIPLES OF CONSOLIDATION | The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. |
USE OF ESTIMATES | The preparation of financial statements in conformity with US 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 $40,501 and $110,534 as of December 31, 2019 and December 31, 2018, 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, 2019 and 2018, 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, 2019 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 2016 through 2018 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. ASC 825 requires all entities to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized on the balance sheet, for which it is practicable to estimate fair value, and defines fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. As of December 31, 2019 and 2018, the fair value of cash, accounts receivable and notes receivable, accounts payable, accrued expenses, and other payables approximated carrying value due to the short maturity of the instruments, quoted market prices or interest rates which fluctuate with market rates. 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. The result of this accounting treatment could be that the fair value of a financial instrument is classified as a derivative instrument and is marked-to-market at each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income or other expense. 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, 2019 and 2018. |
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. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. 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, 2019 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, 2019 and 2018. |
COMMON STOCK | The Company completed a 20 to 1 reverse stock split of the $0.001 par value Common Stock effective February 1, 2019. The Company completed an additional 20 to 1 reverse stock split of the $0.001 par value Common Stock effective April 6, 2020. All shares and share prices in this Report have been restated to reflect both of these reverse splits. |
REVENUE RECOGNITION | As of January 1, 2018, the Company adopted ASU No. 201409, “Revenue from Contracts with Customers” (ASC 606). 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 the Company's wholly owned Canadian subsidiary, which sells dietary supplements through Amazon.com and Amazon.ca. In Canada, 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. The Company’s wholly owned Canadian subsidiary's revenue recognition policy is in compliance with these local regulations. |
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS | In January 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2018-01, LEASES (TOPIC 842): LAND EASEMENT PRACTICAL EXPEDIENT FOR TRANSITION TO TOPIC 842. In February 2016, the FASB issued Accounting Standards Update No. 2016- 02, Leases (Topic 842), to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing transactions. The Company is evaluating the impact of this standard on the financial statements. |
DIRECTOR AND OFFICER COMPENSATION | For the period ended December 31, 2019, the Company issued to the Board of Directors 1,950,000 shares of $0.001 par value Common Stock valued at $74,100, 3,300,000 shares of $0.001 par value Common Stock valued at $99,000, and 3,900,000 shares of $0.001 par value Common Stock valued at $31,200. During the year ended December 31, 2019 the Directors and officers were paid $72,916 in cash. Of this amount, $28,000 was paid to Advanomics Corporation, a company controlled by the CEO of the Company. For the period ended December 31, 2018, the Company issued 202,500 shares of par value $0.001 Common Stock valued at $429,300 and 285,000 shares of $0.001 par value Common Stock valued at $171,000 to the Board of Directors. 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. |
LEGAL FEES | During the years ended December 31, 2019 and 2018, 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 30, 2020, 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, 2019 | |
Accounting Policies [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, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of earnings per share computation | 2019 2018 Net gain (loss) attributable to Common Stock $ (1,660,291 ) $ (2,156,155 ) Basic weighted average outstanding shares of Common Stock 10,932,813 3,046,807 Dilutive effects of common share equivalents -0- -0- Dilutive weighted average outstanding shares of Common Stock 10,932,813 3,046,807 Net gain (loss) per share attributable to Common Stock $ (0.15 ) $ (0.71 ) |
7. Income Taxes (Tables)
7. Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Temporary differences | December 31, 2019 December 31, 2018 Amount Tax Effect Amount Tax Effect Deferred tax assets: Net operating loss $ 1,660,291 $ 407,767 $ 2,156,155 $ 541,626 Other differences $ (235,633 ) $ (57,871 ) $ (611,178 ) $ (153,528 ) Net deferred tax assets $ 1,424,658 $ 349,896 $ 1,544,977 $ 388,098 Valuation allowance $ (1,424,658 ) $ (349,896 ) $ (1,544,977 ) $ (388,098 ) Total deferred tax asset $ -0- $ -0- $ -0- $ -0- Deferred tax liabilities: $ -0- $ -0- $ -0- $ -0- Net deferred tax asset $ -0- $ -0- $ -0- $ -0- |
Income tax reconciliation | December 31, 2019 December 31, 2018 U.S. Federal statutory graduated income tax rate 21.00 % 21.00 % State income tax rate, net of federal benefit 3.56 % 4.12 % Net income tax rate 24.56 % 25.12 % Net operating loss used 0.00 % 0.00 % Net operating loss for which no tax benefit is currently available 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 (Canada) 0.00 % 0.00 % Net operating loss for which no tax benefit is currently available (Canada) -26.80 % -26.80 % |
12. Acquisition of Atlas Phar_2
12. Acquisition of Atlas Pharma Inc. (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Acquisition | Cash $ 4,942 Accounts receivable $ 79,508 Prepaids $ 1,428 Property and equipment $ 62,990 Goodwill $ 665,697 Liabilities assumed ($172,899 Canadian) $ (137,817 ) Total consideration $ 676,748 |
Discontinued Operations Income Statement | Audited December 31, 2019 Audited December 31, 2018 Revenues $ 119,522 $ 335,357 Cost of revenues 81,920 285,210 Gross profit 37,602 50,147 General and administrative expenses 36,196 46,970 Gain (Loss) from operations 1,406 3,177 Other income (expense) – Interest (3,518 ) (12,024 ) Net Income (Loss) from operations (2,112 ) (8,847 ) Loss on Disposal (580,125 ) — Net Income (Loss) from Discontinued Operations (582,237 ) (8,847 ) |
Discontinued Operations Balance Sheet | Audited December 31, 2019 Audited December 31, 2018 ASSETS Current Assets: Cash and cash equivalents $ - $ 4,682 Accounts receivable - 94,955 Total Current Assets - 99,637 Equipment (net of $ 0 and $34,959 depreciation) - 224,238 Goodwill - 665,697 TOTAL ASSETS $ - $ 989,572 LIABILITIES Current Liabilities: Notes payable - 4,657 Notes payable - related party - 18,230 Related party advances - 10,248 Accounts payable & accrued expenses - 70,597 Total Current Liabilities - 103,732 TOTAL LIABILITIES $ - $ 103,732 |
2. Summary of Significant Acc_4
2. Summary of Significant Accounting Policies (Details) | 12 Months Ended |
Dec. 31, 2019 | |
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, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Accounting Policies [Abstract] | |||
Cash | $ 40,501 | $ 115,216 | $ 107,532 |
Directors and officers expense | $ 72,916 | $ 154,915 |
6. Earnings Per Share (Details)
6. Earnings Per Share (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Earnings Per Share [Abstract] | ||
Net (loss) attributable to common stockholders | $ (1,660,291) | $ (2,156,155) |
Basic weighted average outstanding shares of common stock | 10,932,813 | 3,046,807 |
Dilutive effects of common share equivalents | $ 0 | $ 0 |
Dilutive weighted average outstanding shares of common stock | 10,932,813 | 3,046,807 |
Net loss per share of common stock - basic and diluted | $ (.15) | $ (.71) |
7. Income Taxes (Details)
7. Income Taxes (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax assets: | ||
Net deferred tax assets | $ 349,896 | $ 388,098 |
Temporary Difference | ||
Deferred tax assets: | ||
Net operating loss US | 1,660,291 | 2,156,155 |
Other differences | (235,633) | (611,178) |
Net deferred tax assets | 1,424,658 | 1,544,977 |
Valuation allowance | (1,424,658) | (1,544,977) |
Total deferred tax asset | 0 | 0 |
Deferred tax liabilities | 0 | 0 |
Net deferred tax asset | 0 | 0 |
Tax Effect | ||
Deferred tax assets: | ||
Net operating loss US | 407,767 | 541,626 |
Other differences | (57,872) | (153,528) |
Net deferred tax assets | 349,896 | 388,098 |
Valuation allowance | (349,896) | (388,098) |
Total deferred tax asset | 0 | 0 |
Deferred tax liabilities | 0 | 0 |
Net deferred tax asset | $ 0 | $ 0 |
7. Income Taxes (Details 1)
7. Income Taxes (Details 1) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
U.S. Federal statutory graduated income tax rate | 21.00% | 21.00% |
State income tax rate, net of federal benefit | 3.56% | 4.12% |
Net income tax rate | 24.56% | 25.12% |
Net operating loss used | 0.00% | 0.00% |
Net operating loss for which no tax benefit is currently available | 0.00% | (25.12%) |
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, 2019 | Dec. 31, 2018 |
Income Tax Disclosure [Abstract] | ||
Federal net operating loss carryforwards | $ 13,581,556 | $ 12,156,898 |
Deferred tax asset net operating loss carryforwards | 349,896 | 388,098 |
Change in the valuation allowance | $ (38,202) | $ (878,965) |
8. Notes Payable (Details Narra
8. Notes Payable (Details Narrative) | Dec. 31, 2019USD ($) |
Note 1 | |
Interest accrued on note | $ 1,596 |
Note 2 | |
Interest accrued on note | 1,731 |
Note 3 | |
Interest accrued on note | 0 |
Note 4 | |
Interest accrued on note | $ 0 |
9. Notes Payable Related Party
9. Notes Payable Related Party (Details Narrative) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Accrued interest | $ 21,077 | $ 9,291 |
Note 1 | ||
Accrued interest | 15,509 | 14,651 |
Face Value | 122,253 | 136,744 |
Note 2 | ||
Accrued interest | 9,227 | 10,845 |
Face Value | $ 86,118 | $ 128,269 |
12. Acquisition and Disposition
12. Acquisition and Disposition of Atlas Pharma Inc. (Details) | Dec. 31, 2018USD ($) |
Business Combinations [Abstract] | |
Cash | $ 4,942 |
Accounts receivable | 79,508 |
Prepaids | 1,428 |
Property and equipment | 62,990 |
Goodwill | 665,697 |
Liabilities assumed ($172,899 Canadian) | (137,817) |
Total consideration | $ 676,748 |
12. Acquisition and Dispositi_2
12. Acquisition and Disposition of Atlas Pharma Inc. (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Business Combinations [Abstract] | ||
Cost of revenues | $ 119,522 | $ 335,357 |
Revenues | 81,920 | 285,210 |
Gross profit | 37,602 | 50,147 |
General and administrative expenses | 36,196 | 46,970 |
Gain (Loss) from operations | 1,406 | 3,177 |
Other income (expense) - Interest | (3,518) | (12,024) |
Income (Loss) from Operations | (2,112) | (8,847) |
Loss on disposal | (580,125) | 0 |
Net income (loss) from discontinued operations | $ (582,237) | $ (8,847) |
12. Acquisition and Dispositi_3
12. Acquisition and Disposition of Atlas Pharma Inc. (Details 2) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Current Assets: | ||
Cash and cash equivalents | $ 0 | $ 4,682 |
Accounts receivable | 0 | 94,955 |
Total Current Assets | 0 | 99,637 |
Equipment (net of $0 and $34,959 depreciation) | 0 | 224,238 |
Goodwill | 0 | 665,697 |
TOTAL ASSETS | 0 | 989,572 |
Current Liabilities: | ||
Notes payable | 0 | 4,657 |
Notes payable - related party | 0 | 18,230 |
Related party advances | 0 | 10,248 |
Accounts payable & accrued expenses | 0 | 70,597 |
Total Current Liabilities | 0 | 103,732 |
TOTAL LIABILITIES | $ 0 | $ 103,732 |
12. Acquisition and Dispositi_4
12. Acquisition and Disposition of Atlas Pharma Inc. (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Business Combinations [Abstract] | ||
Cash flows used in discontinued operations | $ 8,510 | $ 7,603 |