Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Mar. 22, 2019 | Jun. 30, 2018 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | Gratitude Health, Inc. | ||
Entity Central Index Key | 0001489588 | ||
Trading Symbol | GRTD | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2018 | ||
Document Fiscal Year Focus | 2018 | ||
Document Fiscal Period Focus | FY | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 1,171,240 | ||
Entity Common Stock, Shares Outstanding | 16,832,065 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
CURRENT ASSETS: | ||
Cash | $ 60,274 | $ 20,826 |
Accounts receivable | 9,432 | |
Inventory | 60,116 | |
Prepaid expenses and other current assets | 8,939 | |
Advance to supplier | 11,200 | |
Total Current Assets | 138,761 | 32,026 |
OTHER ASSETS: | ||
Property and equipment, net | 37,487 | 13,222 |
Deposit | 6,828 | |
Total Other Assets | 44,315 | 13,222 |
TOTAL ASSETS | 183,076 | 45,248 |
CURRENT LIABILITIES: | ||
Accounts payable and accrued expenses | 69,867 | 16,046 |
Accrued salaries and related payroll liabilities | 21,745 | |
Convertible notes payable, net of debt discount | 100,289 | |
Due to related party | 345 | |
Total Current Liabilities | 91,612 | 116,680 |
Total Liabilities | 91,612 | 116,680 |
COMMITMENTS AND CONTINGENCIES (see Note 9) | ||
STOCKHOLDERS' EQUITY (DEFICIT): | ||
Common stock $0.001 par value: 300,000,000 shares authorized; 16,832,065 and none shares issued and outstanding as of December 31, 2018 and 2017, respectively. | 16,832 | |
Common stock to be issued (2,600,000 and none shares as of December 31, 2018 and 2017, respectively) | 2,600 | |
Additional paid-in capital | 1,186,034 | 24,492 |
Accumulated deficit | (1,115,024) | (96,424) |
Total Stockholders' Equity (Deficit) | 91,464 | (71,432) |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | 183,076 | 45,248 |
Convertible Series A Preferred stock | ||
STOCKHOLDERS' EQUITY (DEFICIT): | ||
Preferred stock, value | 520 | |
Total Stockholders' Equity (Deficit) | 520 | |
Convertible Series B Preferred stock | ||
STOCKHOLDERS' EQUITY (DEFICIT): | ||
Preferred stock, value | 500 | 500 |
Total Stockholders' Equity (Deficit) | 500 | 500 |
Convertible Series C Preferred stock | ||
STOCKHOLDERS' EQUITY (DEFICIT): | ||
Preferred stock, value | 2 | |
Total Stockholders' Equity (Deficit) | $ 2 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2018 | Dec. 31, 2017 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 16,832,065 | |
Common stock, shares outstanding | 16,832,065 | |
Common stock to be issued | 2,600,000 | |
Convertible Series A Preferred stock | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 520,000 | 520,000 |
Preferred stock, shares issued | 5,200,000 | |
Preferred stock, shares outstanding | 5,200,000 | |
Convertible Series B Preferred stock | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 500,000 | 500,000 |
Preferred stock, shares issued | 500,000 | 500,000 |
Preferred stock, shares outstanding | 500,000 | 500,000 |
Convertible Series C Preferred stock | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 2,500 | 2,500 |
Preferred stock, shares issued | 2,250 | |
Preferred stock, shares outstanding | 2,250 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 4 Months Ended | 12 Months Ended |
Dec. 31, 2017 | Dec. 31, 2018 | |
Income Statement [Abstract] | ||
Net revenues | $ 18,672 | |
Cost of sales | 15,588 | |
Gross profit | 3,084 | |
OPERATING EXPENSES: | ||
Compensation and related cost | 53,000 | 339,274 |
Professional and consulting expenses | 17,357 | 448,868 |
General and administrative | 19,131 | 200,024 |
Total Operating Expenses | 89,488 | 988,166 |
LOSS FROM OPERATIONS | (89,488) | (985,082) |
OTHER EXPENSE: | ||
Interest income | 9 | |
Interest expense | (6,936) | (33,527) |
Other expense | (6,936) | (33,518) |
LOSS BEFORE PROVISION FOR INCOME TAXES | (96,424) | (1,018,600) |
Provision for income taxes | ||
NET LOSS | $ (96,424) | $ (1,018,600) |
NET LOSS PER COMMON SHARE | ||
Basic | $ 0 | $ (0.04) |
Diluted | $ 0 | $ (0.04) |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: | ||
Basic | 28,359,343 | |
Diluted | 28,359,343 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity (Deficit) - USD ($) | SERIES A Preferred Stock | SERIES B Preferred Stock | SERIES C Preferred Stock | Common Stock | Common Stock - Unissued | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Sep. 13, 2017 | ||||||||
Balance, shares at Sep. 13, 2017 | ||||||||
Issuance of preferred stock to founders | $ 500 | 14,500 | 15,000 | |||||
Issuance of preferred stock to founders, shares | 500,000 | |||||||
Debt discount in connection with the issuance of stock warrants | 9,992 | 9,992 | ||||||
Net Loss | (96,424) | (96,424) | ||||||
Balance at Dec. 31, 2017 | $ 500 | 24,492 | (96,424) | (71,432) | ||||
Balance, shares at Dec. 31, 2017 | 500,000 | |||||||
Recapitalization of the Company | $ 53,142 | (76,117) | (22,975) | |||||
Recapitalization of the Company, shares | 53,141,833 | |||||||
Cancellation of shares | $ (36,310) | 36,310 | ||||||
Cancellation of shares, shares | (36,309,768) | |||||||
Issuance of preferred stock for cash | $ 20 | $ 2 | 451,978 | 452,000 | ||||
Issuance of preferred stock for cash, shares | 20,000 | 2,250 | ||||||
Issuance of preferred stock for cash and conversion of notes payable and accrued interest | $ 500 | 507,979 | 508,479 | |||||
Issuance of preferred stock for cash and conversion of notes payable and accrued interest, shares | 500,000 | |||||||
Unissued common stock for services | $ 2,600 | 231,400 | 234,000 | |||||
Unissued common stock for services, shares | 2,600,000 | |||||||
Debt discount in connection with the issuance of stock warrants | 9,992 | 9,992 | ||||||
Net Loss | (1,018,600) | (1,018,600) | ||||||
Balance at Dec. 31, 2018 | $ 520 | $ 500 | $ 2 | $ 16,832 | $ 2,600 | $ 1,186,034 | $ (1,115,024) | $ 91,464 |
Balance, shares at Dec. 31, 2018 | 520,000 | 500,000 | 2,250 | 16,832,065 | 2,600,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 4 Months Ended | 12 Months Ended |
Dec. 31, 2017 | Dec. 31, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (96,424) | $ (1,018,600) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 778 | 12,083 |
Amortization of debt discount | 5,281 | 29,703 |
Inventory write-off | 22,648 | |
Stock-based compensation | 15,000 | 234,000 |
Change in operating assets and liabilities: | ||
Accounts receivable | (9,432) | |
Inventory | (82,764) | |
Prepaid expenses and other current assets | (8,939) | |
Advance to supplier | (11,200) | 11,200 |
Deposit | (6,828) | |
Accounts payable and accrued expenses | 16,046 | 36,325 |
Accrued salaries and related payroll liabilities | 21,745 | |
NET CASH USED IN OPERATING ACTIVITIES | (70,519) | (758,859) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of equipment | (14,000) | (36,348) |
NET CASH USED IN INVESTING ACTIVITIES | (14,000) | (36,348) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Net proceeds received from issuance of notes payable, net of issuance cost | 105,000 | 120,000 |
Net proceeds received from issuance of preferred stock | 715,000 | |
Advance from related parties | 345 | |
Repayments on advances from related parties | (345) | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 105,345 | 834,655 |
NET INCREASE IN CASH | 20,826 | 39,448 |
CASH, beginning of period | 20,826 | |
CASH, end of period | 20,826 | 60,274 |
Cash paid during the period for: | ||
Interest | ||
Income taxes | ||
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Issuance of preferred stock for conversion of notes payable and accrued interest | 245,479 | |
Assumption of liabilities in connection with the reverse merger | $ 22,975 |
Organization and Operations
Organization and Operations | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Operations | Note 1 - Organization and Operations Gratitude Health, Inc., (the "Company", formerly Vapir Enterprises, Inc.) was incorporated in the State of Nevada on December 17, 2009. Effective March 23, 2018, the Company changed its legal name to Gratitude Health, Inc. from Vapir Enterprises Inc. On March 26, 2018, the Company merged with Gratitude Health Inc. ("Gratitude Subsidiary"), a private company incorporated in Florida on September 14, 2017, in a transaction treated as a reverse acquisition and recapitalization effected by a share exchange. The consolidated financial statements are those of Gratitude Subsidiary (the accounting acquirer) prior to the merger and reflect the consolidated operations of the Company (the legal acquirer) from the date of the merger (see Note 8). The equity of the consolidated entity is the historical equity of Gratitude Subsidiary retroactively restated to reflect the number of shares issued by the Company in the reverse acquisition. The Company's former business was focused on inventing, developing and producing aromatherapy devices and vaporizers before the merger. The Company is now engaged in manufacturing, selling and marketing functional RTD (Ready to Drink) beverages sold under the Company's trademark. Recent developments- Acquisition On March 26, 2018 ("Closing Date"), Gratitude Subsidiary, a private Florida corporation, entered into a Share Exchange Agreement (the "Exchange Agreement") with the Company, Hamid Emarlou, the principal shareholder of the Company ("Acquiror Principal Shareholder"), and all of the principal shareholders of Gratitude Subsidiary. Upon closing of the transactions contemplated under the Exchange Agreement (the "Merger"), Gratitude Subsidiary became a wholly-owned subsidiary of the Company. On March 26, 2018, the Company closed the Merger with Gratitude Subsidiary. The Merger has constituted a change in control, the majority of the Board of Directors changed with the consummation of the Merger. The Company issued to the stockholders of Gratitude Subsidiary shares of preferred stock which represented approximately 86% of the combined company on a fully converted basis after the closing of the Exchange Agreement and the Spin off Agreement as described below. On the Closing Date, Acquiror Principal Shareholder entered into a Spin Off Agreement with the Company for the sale of the existing wholly owned Vapir, Inc. subsidiary of the Company in exchange for Acquiror Principal Shareholder's 36,309,768 shares of Common Stock. The Spin Off Agreement closed on April 14, 2018. The Company recognized the disposition of the Vapir business on the date of merger. |
Significant and Critical Accoun
Significant and Critical Accounting Policies and Practices | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Significant and Critical Accounting Policies and Practices | Note 2 - Significant and Critical Accounting Policies and Practices Basis of Presentation and principles of consolidation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") and in accordance with Regulation S-X of the Securities and Exchange Commission (the "SEC"). The consolidated financial statements present the consolidated financial statements of the Company and its wholly-owned subsidiary as of December 31, 2018. All intercompany transactions and balances have been eliminated. Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, 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. Actual results could differ from those estimates. In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the consolidated balance sheet, and revenues and expenses for the period then ended. Actual results may differ significantly from those estimates. Significant estimates made by management include, but are not limited to valuation of deferred tax assets, useful life of property and equipment, inventory reserves, and valuation of debt discounts. Cash equivalents The Company considers all highly liquid debt instruments and other short-term investments with maturities of three months or less, when purchased, to be cash equivalents. The Company held no cash equivalents as of December 31, 2018 and 2017. The Company maintains cash and cash equivalent balances at one financial institution that is insured by the Federal Deposit Insurance Corporation. The Company's account at this institution is insured by the Federal Deposit Insurance Corporation ("FDIC") up to $250,000. As of December 31, 2018 and 2017, the Company has not reached bank balances exceeding the FDIC insurance limit. To reduce its risk associated with the failure of such financial institution, the Company evaluates at least annually the rating of the financial institution in which it holds deposits. Fair value measurements and fair value of financial instruments The estimated fair value of certain financial instruments, including cash, accounts receivable, advance to supplier, and accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. Inventory The Company values inventory, consisting of finished goods and raw materials, at the lower of cost or net realizable value. Cost is determined on the first-in and first-out ("FIFO") method. The Company reduces inventory for the diminution of value, resulting from product obsolescence, damage or other issues affecting marketability, equal to the difference between the cost of the inventory and its estimated net realizable value. Factors utilized in the determination of the estimated net realizable value include (i) estimates of future demand, and (ii) competitive pricing pressures. The Company did not record any allowance for slow moving inventory as of December 31, 2018. Advances to suppliers Advances to a supplier represents the cash paid in advance for the purchase of inventory. The advances to a supplier are interest free and unsecured. As of December 31, 2018 and 2017, advances to the Company's major supplier amounted to $0 and $11,200, respectively. Upon shipment of the purchased inventory, the Company reclassifies or records such advances to the supplier into inventory. Property and Equipment Property and equipment are carried at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets of 3 years. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired, or disposed of, the cost and accumulated depreciation are removed, and any resulting gains or losses are included in the consolidated statement of operations. Revenue Recognition On January 1, 2018, the Company adopted the Accounting Standard Codification ("ASC") Topic 606 and the related amendments Revenue from Contracts with Customers, which requires revenue to be recognized in a manner that depicts the transfer of goods or services to customers in amounts that reflect the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company recognizes revenue by applying the following steps: Step 1: Identify the contract(s) with a customer. Step 2: Identify the performance obligations in the contract. Step 3: Determine the transaction price. Step 4: Allocate the transaction price to the performance obligations in the contract. Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation. The Company's performance obligations are satisfied at the point in time when products are shipped or delivered to the customer, which is when the customer has title and the significant risks and rewards of ownership. Therefore, the Company's contracts have a single performance obligation (shipment of product). The Company primarily receives fixed consideration for sales of product. Cost of Sales The primary components of cost of sales include the cost of the product, production cost and shipping fees. Shipping and Handling Costs The Company accounts for shipping and handling fees in accordance with ASC 606. While amounts charged to customers for shipping products are included in revenues, the related costs of shipping products to customers are classified in general and administrative expenses as incurred. Shipping costs included in general and administrative expense were $1,500 and $0 for the year ended December 31, 2018 and for the period from inception (September 14, 2017) to December 31, 2017, respectively. Advertising Costs The Company applies ASC 720 "Other Expenses" to account for advertising related costs. Pursuant to ASC 720-35-25-1, the Company expenses the advertising costs when the first time the advertising takes place. Advertising costs were $13,089 and $0 for the year ended December 31, 2018 and for the period from inception (September 14, 2017) to December 31, 2017, respectively, and was included in general and administrative expenses. Income Taxes The Company accounts for income taxes pursuant to the provision of ASC 740-10, "Accounting for Income Taxes" ("ASC 740-10"), which requires, among other things, an asset and liability approach to calculating deferred income taxes. The asset and liability approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized. The Company follows the provision of ASC 740-10 related to Accounting for Uncertain Income Tax Positions. When tax returns are filed, there may be uncertainty about the merits of positions taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more likely than not recognition threshold are measured at the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefit associated with tax positions taken that exceed the amount measured as described above should be reflected as a liability for uncertain tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company believes its tax positions are all more likely than not to be upheld upon examination. As such, the Company has not recorded a liability for uncertain tax benefits. The Company has adopted ASC 740-10-25, "Definition of Settlement", which provides guidance on how an entity should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits and provides that a tax position can be effectively settled upon the completion and examination by a taxing authority without being legally extinguished. For tax positions considered effectively settled, an entity would recognize the full amount of tax benefit, even if the tax position is not considered more likely than not to be sustained based solely on the basis of its technical merits and the statute of limitations remains open. The federal and state income tax returns of the Company are subject to examination by the IRS and state taxing authorities, generally for three years after they are filed. Basic and diluted net loss per share Basic net loss per share is computed by dividing the net loss by the weighted average number of common shares during the period. Diluted net loss per share is computed using the weighted average number of common shares and potentially dilutive securities outstanding during the period. The potentially dilutive common stock equivalents during the year ended December 31, 2018 were excluded from the dilutive loss per share calculation as they would be antidilutive due to the net loss. The following is a reconciliation of the numerator and denominator used in the basic and diluted earnings per share ("EPS") calculations for the period from inception (September 14, 2017) to December 31, 2017. For the period from inception (September 14, 2017) to December 31, 2017 Numerator: Net loss $ (96,424 ) Denominator: Weighted-average shares of common stock - Dilutive effect of convertible instruments 74,000,000 Diluted weighted-average of common stock 74,000,000 Net income (loss) per common share from: Basic $ (0.00 ) Diluted (0.00 ) The following were the computation of diluted shares outstanding and in periods where the Company has a net loss, all dilutive securities are excluded. December 31, December 31, Common stock equivalents: Stock warrants - 12,000,000 Stock options 1,940,000 - Convertible notes payable - 12,000,000 Convertible Preferred Stock 111,000,000 50,000,000 Total 112,940,000 74,000,000 Recent accounting pronouncements In February 2016, the FASB issued ASU 2016-02, "Leases (Topic 842)". The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases. The new guidance will be effective for fiscal years beginning after December 15, 2018, and interim periods within those annual periods and is applied retrospectively. Early adoption is permitted. The Company does not believe the guidance will have a material impact on its financial statements. In July 2017, the FASB issued ASU 2017-11 "Earnings Per Share (Topic 260)". The amendments in the update change the classification of certain equity-linked financial instruments (or embedded features) with down round features. The amendments also clarify existing disclosure requirements for equity-classified instruments. For freestanding equity-classified financial instruments, the amendments require entities that present earnings per share ("EPS") in accordance with Topic 260, Earnings Per Share, to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. Convertible instruments with embedded conversion options that have down round features would be subject to the specialized guidance for contingent beneficial conversion features (in Subtopic 470-20, Debt—Debt with Conversion and Other Options), including related EPS guidance (in Topic 260). For public business entities, the amendments in Part I of this update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company adopted this pronouncement as of fiscal 2017. In June 2018, the FASB issued ASU No. 2018-07 "Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting." These amendments expand the scope of Topic 718, Compensation - Stock Compensation (which currently only includes share-based payments to employees) to include share-based payments issued to nonemployees for goods or services. Consequently, the accounting for share-based payments to nonemployees and employees will be substantially aligned. The ASU supersedes Subtopic 505-50, Equity - Equity-Based Payments to Non-Employees. The guidance is effective for public companies for fiscal years, and interim fiscal periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted, but no earlier than a company's adoption date of Topic 606, Revenue from Contracts with Customers. The Company is assessing ASU 2018-07 and does not expect it to have a material impact on its accounting and disclosures. In August 2018, the FASB issued ASU 2018-13, "Changes to Disclosure Requirements for Fair Value Measurements", which will improve the effectiveness of disclosure requirements for recurring and nonrecurring fair value measurements. The standard removes, modifies, and adds certain disclosure requirements, and is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The Company will be evaluating the impact this standard will have on the Company's consolidated financial statements. Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures. |
Going Concern
Going Concern | 12 Months Ended |
Dec. 31, 2018 | |
Going Concern [Abstract] | |
Going Concern | Note 3 - Going Concern The Company's consolidated financial statements have been prepared assuming that it will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. As reflected in the consolidated financial statements, the Company has an accumulated deficit of approximately $1,115,000 at December 31, 2018, and incurred a net loss of approximately $1,019,000 and net cash used in operating activities of approximately $759,000 for the year ended December 31, 2018. These circumstances raise substantial doubt about the Company's ability to continue as a going concern for a period of 12 months from the date of this report. The ability of the Company to continue as a going concern is dependent on the Company's ability to implement its business plan, raise capital, and generate sufficient revenues. Currently, management is seeking capital to implement its business plan and generate sufficient revenues. There is no guarantee that the Company will be able to raise sufficient capital or generate a level of revenues to sustain its operations. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2018 | |
Inventory Disclosure [Abstract] | |
Inventory | Note 4 - Inventory Inventory consisted of the following: December 31, 2018 December 31, 2017 Finished goods $ 39,984 $ - Raw materials 20,132 - $ 60,116 $ - At December 31, 2018, inventory held at third party locations amounted to $60,116. During the year ended December 31, 2018, the Company wrote down inventory for spoilage of $22,648 which is included in general and administrative expenses on the statements of operations. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 5 - Property and Equipment Property and equipment, stated at cost, less accumulated depreciation consisted of the following: Estimated life As of December 31, 2018 As of December 31, 2017 Molding Tool equipment 3 years $ 30,592 $ 14,000 Packing equipment 3 years 19,756 - Less: Accumulated depreciation (12,861 ) (778 ) $ 37,487 $ 13,222 Depreciation expense amounted to $12,083 and $778 for the year ended December 31, 2018 and for the period from inception (September 14, 2017) to December 31, 2017, respectively. |
Convertible Notes Payable
Convertible Notes Payable | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | Note 6 - Convertible Notes Payable Convertible notes payable consisted of the following: December 31, 2018 December 31, 2017 Convertible notes payable $ - $ 120,000 Debt discount - (19,711 ) Total convertible notes payable $ - $ 100,289 Between October 2017 to December 2017, the Company issued 12% convertible notes payable of $120,000 and 5 year warrants to acquire an aggregate of 12,000,000 shares of the Company's common stock at an exercise price of $0.02 per share. The notes were due one year from the date of issuance. The annual interest rate for the notes were 12%. The notes were convertible any time after the issuance date of the note at $0.01 per share. The Company accounted for the warrants by using the relative fair value method. The debt discount consisted of relative fair value of the warrants of $9,992 using a Black-Scholes model with the following assumptions: dividend yield of zero, years to maturity of 5.00, a risk free rate of 2.00%, and expected volatility of 200% using volatilities of similar companies. The Company also paid financing costs of $15,000 in connection with these notes which was initially recorded as debt discount and was amortized over the term of these notes. Between January 2018 to March 2018, the Company through the Company's wholly owned subsidiary, Gratitude Subsidiary, entered into promissory note agreements, providing for the issuance of notes in the principal amount of $120,000 to an unrelated party pursuant to a Securities Purchase Agreement. The notes were due one year from the date of issuance. The annual interest rate for the notes were 12%. The notes were convertible any time after the issuance date of the note at $0.01 per share. The Company granted the note holder an aggregate of 12,000,000 warrants in connection with the issuance of these notes. The warrants had a term of 5 years from the date of grant and was exercisable at an exercise price of $0.02. The Company accounted for the warrants by using the relative fair value method. The debt discount consisted of relative fair value of the warrants of $9,992 using a Black-Scholes model with the following assumptions: dividend yield of zero, years to maturity of 5.00, a risk free rate of 2.00%, and expected volatility of 200% using volatilities of similar companies. In connection with the merger, the Company entered into a Surrender and Exchange Agreement with these note holders whereby the note holders agreed to surrender the 12% convertible notes including accrued interest of $5,479 and the total principal amount of $240,000 and the cancellation of all the stock warrants granted to the note holders in exchange for Series A Preferred Stock. Such surrender of notes and warrants was done in connection with the Exchange Agreement which closed on March 26, 2018 (see Note 8). Accordingly, the Company fully amortized the debt discount of $29,703 for the year ended December 31, 2018 and such 24,000,000 warrants granted by Gratitude Subsidiary were cancelled as of December 31, 2018. As of December 31, 2018, principal amount of the notes and accrued interest outstanding was $0. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 7 - Related Party Transactions The Company's chief executive officer, Mr. Roy Warren, from time to time, provided advances to the Company for working capital purposes. At December 31, 2018, and December 31, 2017, the Company had a payable to the officer of $0 and $345. These advances were short-term in nature and non-interest bearing. In connection with the Exchange Agreement (see Note 8), the Company issued 500,000 shares of Series B Preferred Stock to the founders who are the CEO and COO of the Company. In April 2018, the Company granted 100,000 shares of the Company's common stock to the son of the CEO of the Company for services rendered (see Note 8). The Company valued these common shares at the fair value of $9,000 or $0.09 per common share based on the closing trading price on the date of grant. The Company recorded stock-based compensation of $9,000 during the year ended December 31, 2018. These shares were to be issued as of December 31, 2018. |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Stockholders' Equity (Deficit) | Note 8 - Stockholders' Equity (Deficit) Shares Authorized The authorized capital of the Company consists of 300,000,000 shares of common stock, par value $0.001 per share and 20,000,000 shares of preferred stock, par value $0.001 per share. Preferred stock On March 19, 2018, the Company designated 520,000 shares of Series A Preferred Stock, par value $0.001 per share (the "Series A Preferred Stock") Each share of Series A Preferred Stock is convertible into shares of the Company's common stock with a stated value of $10 per share of Series A Preferred Stock and the conversion price of $0.10 per share, subject to adjustment in the event of stock split, stock dividends, and recapitalization or otherwise. The holders of the Series A Preferred Stock shall not possess any voting rights. The Series A Preferred Stock does not contain any redemption provision. The Series A Preferred Stock are entitled to receive in cash out of assets of the Company before any amounts shall be paid to the holders of any of shares of junior stock, an amount equal to the stated value plus any accrued and unpaid dividends thereon and any other fees due and owing. On March 19, 2018, the Company designated 500,000 shares of Series B Preferred Stock, par value $0.001 per share (the "Series B Preferred Stock") Each share of Series B Preferred Stock is convertible into shares of the Company's common stock with a stated value of $10 per share of Series B Preferred Stock and conversion price of $0.10 per share of common stock, subject to adjustment in the event of stock split, stock dividends, and recapitalization or otherwise. The Series B Preferred Stock votes with the common stock on a fully as converted basis. The Series B Preferred Stock does not contain any redemption provision. The Series B Preferred Stock are entitled to receive in cash out of assets of the Company before any amounts shall be paid to the holders of any of shares of junior stock, an amount equal to the stated value plus any accrued and unpaid dividends thereon and any other fees due and owing. On August 1, 2018, the Company designated 1,000 shares of Series C Preferred Stock, par value $0.001 per share (the "Series C Preferred Stock") Each share of Series C Preferred Stock is convertible into shares of the Company's common stock with a stated value of $200 per share of Series C Preferred Stock and conversion price of $0.05 per share of common stock, subject to adjustment in the event of stock split, stock dividends, subsequent equity sales with lower effective price, and recapitalization or otherwise. The Series C Preferred Stock votes with the common stock on a fully as converted basis. The Series C Preferred Stock does not contain any redemption provision. The Series C Preferred Stock are entitled to receive in cash out of assets of the Company before any amounts shall be paid to the holders of any of shares of junior stock, an amount equal to the stated value plus any accrued and unpaid dividends thereon and any other fees due and owing. In October 2018, the Board of Directors of the Company approved and authorized an amendment to increase the number of designated authorized shares of the Series C preferred stock from 1,000 to 2,500 shares. Share Exchange Agreement On March 26, 2018, Gratitude Health, Inc. f/ka Vapir Enterprises, Inc., a corporation organized under the laws of Nevada (the "Acquiror" or the "Company"), Hamid Emarlou, the principal shareholder of the Acquiror (the "Acquiror Principal Shareholder"), Gratitude Health, Inc., a corporation organized under the laws of Florida (the "Acquiree" or "Gratitude Subsidiary"), and each of the Persons who are shareholders of the Acquiree (collectively, the "Acquiree Shareholders," and individually an "Acquiree Shareholder") entered into a Share Exchange Agreement pursuant to which the Acquiree Shareholders (who are the holders of all the issued and outstanding shares of common stock of the Acquiree (the "Acquiree Interests")) have agreed to transfer to the Acquiror, and the Acquiror has agreed to acquire from the Acquiree Shareholders, all of the Acquiree Interests, in exchange for the issuance of 520,000 shares of Series A Preferred Stock and 500,000 shares of Series B Preferred Stock, to the Acquiree Shareholders (the "Acquiror Shares"), which Acquiror Shares shall, upon conversion into 102,000,000 shares of common stock of the Acquiror, constitute approximately 85.84% on a fully diluted basis of the issued and outstanding shares of Acquiror common stock immediately after the closing of the transactions on the terms and conditions as set forth in the Exchange Agreement and the closing of the Spin Off Agreement as described below. Effective March 26, 2018, the Company acquired all the issued and outstanding shares of the Acquiree pursuant to the Exchange Agreement and the Acquiree became the Company's wholly-owned subsidiary. As a result of the Exchange Agreement, for financial statement reporting purposes, the business combination between the Company and Acquiree has been treated as a reverse acquisition and recapitalization with the Acquiree deemed the accounting acquirer and the Company deemed the accounting acquiree under the acquisition method of accounting in accordance with FASB Accounting Standards Codification ("ASC") Section 805-10-55. At the time of the Exchange Agreement, both the Company and Acquiror have their own separate operating segments. Accordingly, the assets and liabilities and the historical operations that are reflected in the consolidated financial statements after the Exchange Agreement are those of the Acquiree and are recorded at the historical cost basis of the Acquiree. The acquisition process utilizes the capital structure of the Company and the assets and liabilities of the Acquiree which are recorded at historical cost. The results of operations of the Company are consolidated with results of operations of the Acquiree starting on the date of the Exchange Agreement. The equity of the consolidated entity is the historical equity of Gratitude Subsidiary retroactively restated to reflect the number of shares issued by the Company in the reverse acquisition. The Merger has constituted a change of control or change in control, the majority of the Board of Directors changed with the consummation of the Merger. The Company issued to Acquiree shares of preferred stock which represented approximately 86% of the combined company on a fully converted basis after the closing of the Exchange Agreement and the Spin off Agreement as described below. On the Closing Date, Acquiror Principal Shareholder entered into a Spin Off Agreement with Acquiror for the sale of the existing wholly owned Vapir, Inc. subsidiary of the Company in exchange for Acquiror Principal Shareholder's 36,309,768 shares of Common Stock. The Spin Off Agreement closed on April 14, 2018. As such, the Company recognized the disposition of the Vapir business on the date of merger. In March 2018, in connection with the Exchange Agreement, the Company issued 20,000 Series A Preferred stock for purchase price of $2,000. In March 2018, in connection with the Exchange Agreement, the Company issued 500,000 Series A Preferred Stock for a purchase price of (i) $3,000 cash, (ii) the satisfaction of the convertible notes including accrued interest of $5,479 and total principal amount of $240,000 and the cancellation of all the stock warrants granted to the note holder pursuant to the Surrender and Exchange Agreement, (see Note 6) (iii) $260,000 additional funding in cash after the closing of an Exchange Agreement which is recorded as subscription receivable and (iv) the surrender and cancellation of certain notes and warrants owed by the Company prior to the merger pursuant to the Surrender and Exchange Agreement dated in March 2018 for a principal amount of $172,500 and accrued interest of $76,157. The subscription receivable of $260,000 was collected in April 2018. Such surrender of notes and warrants were done in connection with the Exchange Agreement which closed on March 26, 2018. In connection with the Exchange Agreement, the Company issued 500,000 shares of Series B Preferred Stock to the founders who are the CEO and COO of the Company. Sale of Preferred Stock In March 2018, in connection with the Exchange Agreement, the Company issued 20,000 Series A Preferred stock for purchase price of $2,000. In March 2018, in connection with the Exchange Agreement, the Company received gross proceeds for a total of $263,000 for the issuance of 490,000 Series A Preferred Stock (see note above). In August 2018, the Company sold 750 shares of Series C Preferred stock for total proceeds of $150,000. In October 2018, the Company sold 750 shares of Series C Preferred stock for total proceeds of $150,000. In December 2018, the Company sold 750 shares of Series C Preferred stock for total proceeds of $150,000. Common Stock In connection with the Exchange Agreement, the Company is deemed to have issued 53,141,833 shares of common stock which represents the outstanding common shares of the Company prior to the closing of the Merger. In connection with the Spin Off Agreement which closed on April 14, 2018, the Company cancelled the 36,309,768 shares. In April 2018, the Company granted an aggregate of 2,600,000 shares of the Company's common stock to various consultants and service providers for services rendered. The Company valued these common shares at the fair value of $234,000 or $0.09 per common share based on the closing trading price on the date of grant. The Company recorded stock-based compensation of $234,000 during the year ended December 31, 2018. In connection with these transactions, there were 2,600,000 shares of common stock to be issued as of December 31, 2018. Common Stock Warrants A summary of the Company's outstanding stock warrants as of December 31, 2018 and changes during the period presented below: Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Balance at December 31, 2017 12,000,000 $ 0.02 4.85 Granted 12,000,000 0.02 5.00 Cancelled (24,000,000 ) 0.10 4.70 Balance at December 31, 2018 - $ - - Warrants exercisable at December 31, 2018 - $ - - Weighted average fair value of warrants granted during the year ended December 31, 2018 $ 0.001 In March 2018 in connection with the merger, the Company entered into Surrender and Exchange Agreements with note holders whereby the note holders agreed to surrender the 12% convertible notes including accrued interest of $5,479 and a total principal amount of $240,000 and the cancellation of all the stock warrants granted to the note holders. Such surrender of notes and warrants was done in connection with the Exchange Agreement which closed on March 26, 2018 (see Note 6). Common Stock Options Stock option activity for the year ended December 31, 2018 is summarized as follows: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Balance at December 31, 2017 - - - - Recapitalization on March 26, 2018 1,940,000 0.10 2.80 - Balance at December 31, 2018 1,940,000 0.10 2.79 - Options exercisable at December 31, 2018 1,940,000 $ 0.10 2.04 $ - As of December 31, 2018, all outstanding options are fully vested and there were $0 unrecognized compensation expense in connection with unvested stock options. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 9 - Commitments and Contingencies License Agreement In January 2018, the Company entered into a Standard Exclusive License Agreement (the "License Agreement") whereby the licensor agreed to grant exclusive license to the Company for licensed patent owned or controlled by licensor. The licensed patent is related to tea polyphenols esters and analogs for cancer prevention and treatment. The term of this license shall begin on the effective date of this License Agreement and continue until the later of the date that no licensed patent remains a pending application or an enforceable patent, or the date on which Company's obligation to pay royalties expires pursuant to the License Agreement. If the Company has not pursued a market or territory respecting the licensed patents within one year of the date of execution of this License Agreement and Licensor has received notice that a third party wishes to negotiate a license for such market or territory, Licensor may terminate the license granted in with respect to such market or territory upon sixty (60) days written notice to Licensee. The Company agreed to pay license issue fee of $5,000 within 30 days of the effective date which was paid in March 2018. Additionally, the Company agreed to pay certain royalty payments as follows: (i) three percent (3%) for Net Sales of Licensed Products, and Licensed Processes (all as defined in the License Agreement), for each product or process, on a country-by-country basis, for cumulative Net Sales up to one million dollars ($1,000,000); and (ii) four percent (4%) for Net Sales of Licensed Products and Licensed Processes, for each product or process, on a country-by-country basis, for cumulative Net Sales from one million dollars ($1,000,000) to five million dollars ($5,000,000); and (iii) five percent (5%) for Net Sales of Licensed Products and Licensed Processes, for each product or process, on a country-by-country basis, Net Sales over five million dollars ($5,000,000). Furthermore, the Company agrees to pay Licensor minimum royalty payments, as follows: Payment Year $ 20,000 2018 $ 50,000 2019 $ 100,000 2020 and every year thereafter on the same date, for the life of this License Agreement. The minimum royalty shall be paid in advance on a quarterly basis for each year in which this License Agreement is in effect. The first minimum royalty payment shall be due on March 31 st In April 2018, the Company entered into a lease agreement for its corporate facility in Palm Beach Gardens, Florida. The lease is for a period of 36 months commencing in July 2018 and expiring in July 2021. Pursuant to the lease agreement, the lease requires the Company to pay a monthly base rent of $2,154 plus a pro rata share of operating expenses beginning July 2018. The base rent is subject to annual increases beginning the 2nd and 3rd lease year as defined in the lease agreement. Future minimum rental payments required under operating leases are as follows: 2019 $ 26,238 2020 27,024 2021 13,710 $ 66,972 |
Concentrations of Revenue and S
Concentrations of Revenue and Supplier | 12 Months Ended |
Dec. 31, 2018 | |
Risks and Uncertainties [Abstract] | |
Concentrations of Revenue and Supplier | Note 10 - Concentrations of Revenue and Supplier During the year ended December 31, 2018, beverage sales to a customer represented approximately 99% of the Company's net sales. There was no revenues generated during the period from inception (September 14, 2017) to December 31, 2017. As of December 31, 2018, accounts receivable from one customer represented approximately 98% of total accounts receivable. There was no accounts receivable as of December 31, 2017. The Company purchased inventories and products from two vendors totaling approximately $65,900 (45% of the purchases at 12% and 33%). There was no purchases during the period from inception (September 14, 2017) to December 31, 2017. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 11 - Income Taxes The Company has incurred aggregate net operating losses of approximately $834,656 for income tax purposes as of December 31, 2017. The net operating loss carries forward for United States income taxes, which may be available to reduce future years' taxable income. These carry forwards will expire, if not utilized, through 2037. Management believes that the realization of the benefits from these losses appears not more than likely due to the Company's limited operating history and continuing losses for United States income tax purposes. Accordingly, the Company has provided a 100% valuation allowance on the deferred tax asset to reduce the asset to zero. Management will review this valuation allowance periodically and make adjustments as necessary. On December 22, 2017, the Tax Cuts and Jobs Act (the "Act") was signed into law. The Act decreases the U.S. corporate federal income tax rate from a maximum of 35% to a flat 21% effective January 1, 2018. The Act also includes a number of other provisions including, among others, the elimination of net operating loss carrybacks and limitations on the use of future losses, the repeal of the Alternative Minimum Tax regime and the repeal of the domestic production activities deduction. These provisions are not expected to have a material effect on the Corporation. Given the significant complexity of the Act and anticipated additional implementation guidance from the Internal Revenue Service, further implications of the Act may be identified in future periods. The items accounting for the difference between income taxes at the effective statutory rate and the provision for income taxes were as follows: Year Ended December 31, 2018 Period from September 14, 2017 (inception) to December 31, 2017 Income tax benefit at U.S. statutory rate of 21% $ (213,906 ) $ (20,249 ) Non-deductible expenses 55,378 3,500 Increase in valuation allowance 158,528 16,749 Total provision for income tax $ - $ - The Company's approximate net deferred tax asset was as follows: Deferred Tax Asset: December 31, 2018 December 31, 2017 Net operating loss carryforward $ 175,277 $ 16,749 Valuation allowance (175,277 ) (16,749 ) Net deferred tax asset $ - $ - The Company provided a valuation allowance equal to the deferred income tax asset for the year ended December 31, 2018 because it was not known whether future taxable income will be sufficient to utilize the loss carryforward. The increase in the allowance was $158,528 in fiscal 2018. Additionally, the future utilization of the net operating loss carryforward to offset future taxable income may be subject to an annual limitation as a result of the recent tax law and ownership changes that could occur in the future. If necessary, the deferred tax assets will be reduced by any carryforward that expires prior to utilization as a result of such limitations, with a corresponding reduction of the valuation allowance. The Company does not have any uncertain tax positions or events leading to uncertainty in a tax position. The Company's 2018 Corporate Income Tax Returns are subject to Internal Revenue Service examination. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent events | Note 12 - Subsequent events On February 13, 2019, the Company issued an unsecured promissory note for principal borrowings of $50,000. The 10% promissory note and all accrued interest were due on February 22, 2019. Any amount of principal or interest on this promissory note which was not paid when due shall bear interest at the rate of 20% per annum from the due date. In March 2019, this note was repaid in full using proceeds from the issuance of convertible notes as discussed below. On March 7, 2019, the Company closed a financing transaction by entering into a Securities Purchase Agreement (the " Securities Purchase Agreement ") with an accredited investor for purchase of a promissory note (the "Note" and with other notes issued under the Securities Purchase Agreement, the "Notes") an aggregate principal amount of $275,000 and gross cash proceeds of $250,000 (out of an aggregate of up to $550,000 principal amount of Notes representing $1.10 of note principal for each $1.00 of proceeds which can be purchased in subsequent closings in minimum amounts of $25,000). The Notes are convertible into common stock of the Company at a $0.05 conversion price, which is subject to standard anti-dilution adjustments and price protection, whereby upon any issuance of securities of the Company at a price below $0.05, the conversion price of the Notes is adjusted to the new lower issuance price. The Notes have a term of one year from the date of issuance. The Company received gross proceeds of $250,000 of which $50,000 was used to pay the promissory note issued in February 2019 (see above). The Securities Purchase Agreement contains customary and usual provisions for a transaction of this type including, but not limited to, representations and warranties by the Company regarding its business and financial condition and jurisdiction and choice of governing law in New York. Under the Securities Purchase Agreement, for three years from the closing date, each Purchaser that still owns outstanding Securities shall have the right to participate in any Subsequent Financing up to an amount equal to 100% of the Subsequent Financing, on the same terms, conditions and price provided for in the Subsequent Financing. The Purchasers also are granted piggyback registration rights on all future registration statements. During the Protection Period (as defined in the Securities Purchase Agreement), there are prohibitions limiting the ability to issue any variable rate debt or equity instruments (or enter into an agreement which has a variable rate feature for the purchase price of any such instrument) and for so long as there Shares outstanding, the investors holders have most favored nations protection for future issuances of securities as well as there being certain prohibitions against issuance of indebtedness by the Company. The Company shall also reserve the number of shares of stock at all times for issuance into which the Notes can be converted. |
Significant and Critical Acco_2
Significant and Critical Accounting Policies and Practices (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation and principles of consolidation | Basis of Presentation and principles of consolidation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") and in accordance with Regulation S-X of the Securities and Exchange Commission (the "SEC"). The consolidated financial statements present the consolidated financial statements of the Company and its wholly-owned subsidiary as of December 31, 2018. All intercompany transactions and balances have been eliminated. |
Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions | Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, 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. Actual results could differ from those estimates. In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the consolidated balance sheet, and revenues and expenses for the period then ended. Actual results may differ significantly from those estimates. Significant estimates made by management include, but are not limited to valuation of deferred tax assets, useful life of property and equipment, inventory reserves, and valuation of debt discounts. |
Cash equivalents | Cash equivalents The Company considers all highly liquid debt instruments and other short-term investments with maturities of three months or less, when purchased, to be cash equivalents. The Company held no cash equivalents as of December 31, 2018 and 2017. The Company maintains cash and cash equivalent balances at one financial institution that is insured by the Federal Deposit Insurance Corporation. The Company's account at this institution is insured by the Federal Deposit Insurance Corporation ("FDIC") up to $250,000. As of December 31, 2018 and 2017, the Company has not reached bank balances exceeding the FDIC insurance limit. To reduce its risk associated with the failure of such financial institution, the Company evaluates at least annually the rating of the financial institution in which it holds deposits. |
Fair value measurements and fair value of financial instruments | Fair value measurements and fair value of financial instruments The estimated fair value of certain financial instruments, including cash, accounts receivable, advance to supplier, and accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. |
Inventory | Inventory The Company values inventory, consisting of finished goods and raw materials, at the lower of cost or net realizable value. Cost is determined on the first-in and first-out ("FIFO") method. The Company reduces inventory for the diminution of value, resulting from product obsolescence, damage or other issues affecting marketability, equal to the difference between the cost of the inventory and its estimated net realizable value. Factors utilized in the determination of the estimated net realizable value include (i) estimates of future demand, and (ii) competitive pricing pressures. The Company did not record any allowance for slow moving inventory as of December 31, 2018. |
Advances to suppliers | Advances to suppliers Advances to a supplier represents the cash paid in advance for the purchase of inventory. The advances to a supplier are interest free and unsecured. As of December 31, 2018 and 2017, advances to the Company's major supplier amounted to $0 and $11,200, respectively. Upon shipment of the purchased inventory, the Company reclassifies or records such advances to the supplier into inventory. |
Property and Equipment | Property and Equipment Property and equipment are carried at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets of 3 years. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired, or disposed of, the cost and accumulated depreciation are removed, and any resulting gains or losses are included in the consolidated statement of operations. |
Revenue Recognition | Revenue Recognition On January 1, 2018, the Company adopted the Accounting Standard Codification ("ASC") Topic 606 and the related amendments Revenue from Contracts with Customers, which requires revenue to be recognized in a manner that depicts the transfer of goods or services to customers in amounts that reflect the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company recognizes revenue by applying the following steps: Step 1: Identify the contract(s) with a customer. Step 2: Identify the performance obligations in the contract. Step 3: Determine the transaction price. Step 4: Allocate the transaction price to the performance obligations in the contract. Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation. The Company's performance obligations are satisfied at the point in time when products are shipped or delivered to the customer, which is when the customer has title and the significant risks and rewards of ownership. Therefore, the Company's contracts have a single performance obligation (shipment of product). The Company primarily receives fixed consideration for sales of product. |
Cost of Sales | Cost of Sales The primary components of cost of sales include the cost of the product, production cost and shipping fees. |
Shipping and Handling Costs | Shipping and Handling Costs The Company accounts for shipping and handling fees in accordance with ASC 606. While amounts charged to customers for shipping products are included in revenues, the related costs of shipping products to customers are classified in general and administrative expenses as incurred. Shipping costs included in general and administrative expense were $1,500 and $0 for the year ended December 31, 2018 and for the period from inception (September 14, 2017) to December 31, 2017, respectively. |
Advertising Costs | Advertising Costs The Company applies ASC 720 "Other Expenses" to account for advertising related costs. Pursuant to ASC 720-35-25-1, the Company expenses the advertising costs when the first time the advertising takes place. Advertising costs were $13,089 and $0 for the year ended December 31, 2018 and for the period from inception (September 14, 2017) to December 31, 2017, respectively, and was included in general and administrative expenses. |
Income Taxes | Income Taxes The Company accounts for income taxes pursuant to the provision of ASC 740-10, "Accounting for Income Taxes" ("ASC 740-10"), which requires, among other things, an asset and liability approach to calculating deferred income taxes. The asset and liability approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized. The Company follows the provision of ASC 740-10 related to Accounting for Uncertain Income Tax Positions. When tax returns are filed, there may be uncertainty about the merits of positions taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more likely than not recognition threshold are measured at the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefit associated with tax positions taken that exceed the amount measured as described above should be reflected as a liability for uncertain tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company believes its tax positions are all more likely than not to be upheld upon examination. As such, the Company has not recorded a liability for uncertain tax benefits. The Company has adopted ASC 740-10-25, "Definition of Settlement", which provides guidance on how an entity should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits and provides that a tax position can be effectively settled upon the completion and examination by a taxing authority without being legally extinguished. For tax positions considered effectively settled, an entity would recognize the full amount of tax benefit, even if the tax position is not considered more likely than not to be sustained based solely on the basis of its technical merits and the statute of limitations remains open. The federal and state income tax returns of the Company are subject to examination by the IRS and state taxing authorities, generally for three years after they are filed. |
Basic and diluted net loss per share | Basic and diluted net loss per share Basic net loss per share is computed by dividing the net loss by the weighted average number of common shares during the period. Diluted net loss per share is computed using the weighted average number of common shares and potentially dilutive securities outstanding during the period. The potentially dilutive common stock equivalents during the year ended December 31, 2018 were excluded from the dilutive loss per share calculation as they would be antidilutive due to the net loss. The following is a reconciliation of the numerator and denominator used in the basic and diluted earnings per share ("EPS") calculations for the period from inception (September 14, 2017) to December 31, 2017. For the period from inception (September 14, 2017) to December 31, 2017 Numerator: Net loss $ (96,424 ) Denominator: Weighted-average shares of common stock - Dilutive effect of convertible instruments 74,000,000 Diluted weighted-average of common stock 74,000,000 Net income (loss) per common share from: Basic $ (0.00 ) Diluted (0.00 ) The following were the computation of diluted shares outstanding and in periods where the Company has a net loss, all dilutive securities are excluded. December 31, December 31, Common stock equivalents: Stock warrants - 12,000,000 Stock options 1,940,000 - Convertible notes payable - 12,000,000 Convertible Preferred Stock 111,000,000 50,000,000 Total 112,940,000 74,000,000 |
Recent accounting pronouncements | Recent accounting pronouncements In February 2016, the FASB issued ASU 2016-02, "Leases (Topic 842)". The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases. The new guidance will be effective for fiscal years beginning after December 15, 2018, and interim periods within those annual periods and is applied retrospectively. Early adoption is permitted. The Company does not believe the guidance will have a material impact on its financial statements. In July 2017, the FASB issued ASU 2017-11 "Earnings Per Share (Topic 260)". The amendments in the update change the classification of certain equity-linked financial instruments (or embedded features) with down round features. The amendments also clarify existing disclosure requirements for equity-classified instruments. For freestanding equity-classified financial instruments, the amendments require entities that present earnings per share ("EPS") in accordance with Topic 260, Earnings Per Share, to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. Convertible instruments with embedded conversion options that have down round features would be subject to the specialized guidance for contingent beneficial conversion features (in Subtopic 470-20, Debt—Debt with Conversion and Other Options), including related EPS guidance (in Topic 260). For public business entities, the amendments in Part I of this update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company adopted this pronouncement as of fiscal 2017. In June 2018, the FASB issued ASU No. 2018-07 "Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting." These amendments expand the scope of Topic 718, Compensation - Stock Compensation (which currently only includes share-based payments to employees) to include share-based payments issued to nonemployees for goods or services. Consequently, the accounting for share-based payments to nonemployees and employees will be substantially aligned. The ASU supersedes Subtopic 505-50, Equity - Equity-Based Payments to Non-Employees. The guidance is effective for public companies for fiscal years, and interim fiscal periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted, but no earlier than a company's adoption date of Topic 606, Revenue from Contracts with Customers. The Company is assessing ASU 2018-07 and does not expect it to have a material impact on its accounting and disclosures. In August 2018, the FASB issued ASU 2018-13, "Changes to Disclosure Requirements for Fair Value Measurements", which will improve the effectiveness of disclosure requirements for recurring and nonrecurring fair value measurements. The standard removes, modifies, and adds certain disclosure requirements, and is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The Company will be evaluating the impact this standard will have on the Company's consolidated financial statements. Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures. |
Significant and Critical Acco_3
Significant and Critical Accounting Policies and Practices (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Schedule of the numerator and denominator used in the basic and diluted earnings per share | For the period from inception (September 14, 2017) to December 31, 2017 Numerator: Net loss $ (96,424 ) Denominator: Weighted-average shares of common stock - Dilutive effect of convertible instruments 74,000,000 Diluted weighted-average of common stock 74,000,000 Net income (loss) per common share from: Basic $ (0.00 ) Diluted (0.00 ) |
Schedule of computation of diluted shares outstanding and all dilutive securities are excluded | December 31, December 31, Common stock equivalents: Stock warrants - 12,000,000 Stock options 1,940,000 - Convertible notes payable - 12,000,000 Convertible Preferred Stock 111,000,000 50,000,000 Total 112,940,000 74,000,000 |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Inventory Disclosure [Abstract] | |
Schedule of inventory | December 31, 2018 December 31, 2017 Finished goods $ 39,984 $ - Raw materials 20,132 - $ 60,116 $ - |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Estimated life As of December 31, 2018 As of December 31, 2017 Molding Tool equipment 3 years $ 30,592 $ 14,000 Packing equipment 3 years 19,756 - Less: Accumulated depreciation (12,861 ) (778 ) $ 37,487 $ 13,222 |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of convertible notes payable | December 31, 2018 December 31, 2017 Convertible notes payable $ - $ 120,000 Debt discount - (19,711 ) Total convertible notes payable $ - $ 100,289 |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Outstanding stock warrants [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of option and warrant activities | Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Balance at December 31, 2017 12,000,000 $ 0.02 4.85 Granted 12,000,000 0.02 5.00 Cancelled (24,000,000 ) 0.10 4.70 Balance at December 31, 2018 - $ - - Warrants exercisable at December 31, 2018 - $ - - Weighted average fair value of warrants granted during the year ended December 31, 2018 $ 0.001 |
Stock option activity [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of option and warrant activities | Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Balance at December 31, 2017 - - - - Recapitalization on March 26, 2018 1,940,000 0.10 2.80 - Balance at December 31, 2018 1,940,000 0.10 2.79 - Options exercisable at December 31, 2018 1,940,000 $ 0.10 2.04 $ - |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of licensor minimum royalty payments | Payment Year $ 20,000 2018 $ 50,000 2019 $ 100,000 2020 and every year thereafter on the same date, for the life of this License Agreement. |
Schedule of future minimum rental payments | 2019 $ 26,238 2020 27,024 2021 13,710 $ 66,972 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of statutory rate and the provision for income taxes | Year Ended December 31, 2018 Period from September 14, 2017 (inception) to December 31, 2017 Income tax benefit at U.S. statutory rate of 21% $ (213,906 ) $ (20,249 ) Non-deductible expenses 55,378 3,500 Increase in valuation allowance 158,528 16,749 Total provision for income tax $ - $ - |
Schedule of components of the company's deferred tax assets | Deferred Tax Asset: December 31, 2018 December 31, 2017 Net operating loss carryforward $ 175,277 $ 16,749 Valuation allowance (175,277 ) (16,749 ) Net deferred tax asset $ - $ - |
Organization and Operations (De
Organization and Operations (Details) - shares | Apr. 14, 2018 | Mar. 26, 2018 |
Organization and Operations (Textual) | ||
Subsidiary shares of preferred stock percentage | 86.00% | |
Spin Off Agreement [Member] | ||
Organization and Operations (Textual) | ||
Common stock issued in exchange | 36,309,768 |
Significant and Critical Acco_4
Significant and Critical Accounting Policies and Practices (Details) - USD ($) | 4 Months Ended | 12 Months Ended |
Dec. 31, 2017 | Dec. 31, 2018 | |
Numerator: | ||
Net loss | $ (96,424) | $ (1,018,600) |
Denominator: | ||
Weighted-average shares of common stock | 28,359,343 | |
Dilutive effect of convertible instruments | 74,000,000 | |
Diluted weighted-average of common stock | 74,000,000 | |
Net income (loss) per common share from: | ||
Basic | $ 0 | $ (0.04) |
Diluted | $ 0 | $ (0.04) |
Significant and Critical Acco_5
Significant and Critical Accounting Policies and Practices (Details 1) - Common Stock [Member] - shares | 4 Months Ended | 12 Months Ended |
Dec. 31, 2017 | Dec. 31, 2018 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 74,000,000 | 112,940,000 |
Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 111,000,000 | |
Convertible notes payable [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 12,000,000 | |
Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 50,000,000 | |
Stock warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 12,000,000 | |
Stock options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 1,940,000 |
Significant and Critical Acco_6
Significant and Critical Accounting Policies and Practices (Details Textual) - USD ($) | 4 Months Ended | 12 Months Ended |
Dec. 31, 2017 | Dec. 31, 2018 | |
Significant and Critical Accounting Policies and Practices (Textual) | ||
Amount insured by the FDIC | $ 250,000 | |
Advance to supplier | $ 11,200 | |
Estimated useful lives of the assets | 3 years | |
Advertising costs | 0 | $ 13,089 |
Shipping costs | $ 0 | $ 1,500 |
Going Concern (Details)
Going Concern (Details) - USD ($) | 4 Months Ended | 12 Months Ended |
Dec. 31, 2017 | Dec. 31, 2018 | |
Going Concern (Textual) | ||
Accumulated deficit | $ (96,424) | $ (1,115,024) |
Net loss | (96,424) | (1,018,600) |
Net cash used in operating activities | $ (70,519) | $ (758,859) |
Inventory (Details)
Inventory (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 39,984 | |
Raw materials | 20,132 | |
Total inventory | $ 60,116 |
Inventory (Details Textual)
Inventory (Details Textual) - USD ($) | 4 Months Ended | 12 Months Ended |
Dec. 31, 2017 | Dec. 31, 2018 | |
Inventory (Textual) | ||
Inventory held at third party locations | $ 60,116 | |
Wrote down inventory | $ 22,648 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Summary of property and equipment | ||
Less: Accumulated depreciation | $ (12,861) | $ (778) |
Property and equipment, net | $ 37,487 | 13,222 |
Packing equipment [Member] | ||
Summary of property and equipment | ||
Estimated life | 3 years | |
Property and equipment, gross | $ 19,756 | |
Molding Tool equipment [Member] | ||
Summary of property and equipment | ||
Estimated life | 3 years | |
Property and equipment, gross | $ 30,592 | $ 14,000 |
Property and Equipment (Detai_2
Property and Equipment (Details Textual) - USD ($) | 4 Months Ended | 12 Months Ended |
Dec. 31, 2017 | Dec. 31, 2018 | |
Property and Equipment (Textual) | ||
Depreciation expense | $ 778 | $ 12,083 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Debt Disclosure [Abstract] | ||
Convertible notes payable | $ 120,000 | |
Debt discount | (19,711) | |
Total convertible notes payable | $ 100,289 |
Convertible Notes Payable (De_2
Convertible Notes Payable (Details Textual) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | |
Convertible Notes Payable (Textual) | |||
Convertible notes payable | $ 120,000 | ||
Surrender And Exchange Agreement [Member] | |||
Convertible Notes Payable (Textual) | |||
Annual interest rate | 12.00% | ||
Principal amount | $ 240,000 | ||
Amortization of debt discount | $ 29,703 | ||
Number of warrants cancelled | 24,000,000 | ||
Accrued interest | $ 5,479 | ||
Accrued interest outstanding | $ 0 | ||
Promissory Note [Member] | |||
Convertible Notes Payable (Textual) | |||
Annual interest rate | 12.00% | ||
Notes conversion price | $ 0.01 | ||
Principal amount | $ 120,000 | ||
Promissory Note [Member] | Warrant [Member] | |||
Convertible Notes Payable (Textual) | |||
Warrants term | 5 years | ||
Warrants issued to acquire number of shares | 12,000,000 | ||
Warrants exercise price | $ 0.02 | ||
Fair value of the warrants | $ 9,992 | ||
Dividend yield | 0.00% | ||
Years to maturity | 5 years | ||
Risk free rate | 2.00% | ||
Expected volatility | 200.00% | ||
Convertible Notes Payable [Member] | |||
Convertible Notes Payable (Textual) | |||
Annual interest rate | 12.00% | ||
Notes conversion price | $ 0.01 | ||
Financing costs | $ 15,000 | ||
Convertible Notes Payable [Member] | Warrant [Member] | |||
Convertible Notes Payable (Textual) | |||
Warrants term | 5 years | ||
Warrants issued to acquire number of shares | 12,000,000 | ||
Warrants exercise price | $ 0.02 | ||
Fair value of the warrants | $ 9,992 | ||
Dividend yield | 0.00% | ||
Years to maturity | 5 years | ||
Risk free rate | 2.00% | ||
Expected volatility | 200.00% | ||
Convertible notes payable | $ 120,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 4 Months Ended | 12 Months Ended | |
Apr. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Mar. 19, 2018 | |
Related Party Transactions (Textual) | ||||
Payable to the officer | $ 345 | |||
Stock-based compensation | $ 15,000 | 234,000 | ||
Series B Preferred Stock [Member] | ||||
Related Party Transactions (Textual) | ||||
Share price | $ 10 | |||
Chief Executive Officer [Member] | Common Stock [Member] | ||||
Related Party Transactions (Textual) | ||||
Number shares issued | 100,000 | |||
Stock-based compensation | $ 9,000 | |||
Stock issued fair value | $ 9,000 | |||
Share price | $ 0.09 | |||
Chief Executive Officer [Member] | Series B Preferred Stock [Member] | ||||
Related Party Transactions (Textual) | ||||
Number shares issued | 500,000 |
Stockholders' Equity (Deficit_2
Stockholders' Equity (Deficit) (Details) - Outstanding stock warrants [Member] | 12 Months Ended |
Dec. 31, 2018$ / sharesshares | |
Summary of stock warrant activities | |
Number of Warrants, Beginning Balance | shares | 12,000,000 |
Number of Warrants, Granted | shares | 12,000,000 |
Number of Warrants, Cancelled | shares | (24,000,000) |
Number of Warrants, Ending Balance | shares | |
Number of Warrants, Exercisable | shares | |
Weighted Average Exercise Price, Beginning Balance | $ 0.02 |
Weighted Average Exercise price, Granted | 0.02 |
Weighted Average Exercise Price, Cancelled | 0.10 |
Weighted Average Exercise Price, Ending Balance | |
Weighted Average Exercise Price, Exercisable | |
Weighted average fair value of warrants granted | $ 0.001 |
Weighted Average Remaining Contractual Life (Years) | 4 years 10 months 6 days |
Weighted Average Remaining Contractual Life (Years), Granted | 5 years |
Weighted Average Remaining Contractual Life (Years), Cancelled | 4 years 8 months 12 days |
Stockholders' Equity (Deficit_3
Stockholders' Equity (Deficit) (Details 1) - Stock option activity [Member] | 12 Months Ended |
Dec. 31, 2018USD ($)$ / sharesshares | |
Summary of option activities | |
Number of Options, Beginning Balance | shares | |
Number of Options, Recapitalization on March 26, 2018 | shares | 1,940,000 |
Number of Options, Ending Balance | shares | 1,940,000 |
Number of Options, Exercisable | shares | 1,940,000 |
Weighted Average Exercise Price, Beginning Balance | $ / shares | |
Weighted Average Exercise Price, Recapitalization on March 26, 2018 | $ / shares | 0.10 |
Weighted Average Exercise Price, Ending Balance | $ / shares | 0.10 |
Weighted Average Exercise Price, Options exercisable | $ / shares | $ 0.10 |
Weighted Average Remaining Contractual Life (Years) | 2 years 9 months 14 days |
Weighted Average Remaining Contractual Life (Years), Recapitalization on March 26, 2018 | 2 years 9 months 18 days |
Weighted Average Remaining Contractual Life (Years), Warrants/Options exercisable | 2 years 15 days |
Aggregate Intrinsic Value, Option outstanding, Beginning balance | $ | |
Aggregate Intrinsic Value, Recapitalization | $ | |
Aggregate Intrinsic Value, Option outstanding, Ending balance | $ | |
Aggregate Intrinsic Value, Option exercisable | $ |
Stockholders' Equity (Deficit_4
Stockholders' Equity (Deficit) (Details Textual) - USD ($) | Apr. 14, 2018 | Dec. 31, 2018 | Oct. 31, 2018 | Aug. 31, 2018 | Aug. 01, 2018 | Apr. 30, 2018 | Mar. 31, 2018 | Mar. 26, 2018 | Mar. 19, 2018 | Dec. 31, 2017 | Dec. 31, 2018 |
Stockholders' Equity (Deficit) (Textual) | |||||||||||
Common stock, shares authorized | 300,000,000 | 300,000,000 | 300,000,000 | ||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 | ||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||
Unrecognized compensation expense | $ 0 | $ 0 | |||||||||
Stock based compensation | $ 15,000 | $ 234,000 | |||||||||
Share Exchange Agreement [Member] | |||||||||||
Stockholders' Equity (Deficit) (Textual) | |||||||||||
Preferred stock, shares issued | 490,000 | ||||||||||
Preferred stock, description | The Company issued to Acquiree shares of preferred stock which represented approximately 86% of the combined company on a fully converted basis after the closing of the Exchange Agreement and the Spin off Agreement. | ||||||||||
Conversion of common stock, shares issued | 102,000,000 | ||||||||||
Percentage of diluted basis | 85.84% | ||||||||||
Series C Preferred Stock [Member] | |||||||||||
Stockholders' Equity (Deficit) (Textual) | |||||||||||
Preferred stock, shares authorized | 2,500 | 2,500 | 2,500 | ||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||
Preferred stock, shares issued | 2,250 | 2,250 | |||||||||
Number of shares issued on exchange | 1,000 | ||||||||||
Share Price | $ 200 | ||||||||||
Common stock conversion price | $ 0.05 | ||||||||||
Series C Preferred Stock [Member] | Minimum [Member] | |||||||||||
Stockholders' Equity (Deficit) (Textual) | |||||||||||
Preferred stock, shares authorized | 1,000 | ||||||||||
Series C Preferred Stock [Member] | Maximum [Member] | |||||||||||
Stockholders' Equity (Deficit) (Textual) | |||||||||||
Preferred stock, shares authorized | 2,500 | ||||||||||
Series B Preferred Stock [Member] | |||||||||||
Stockholders' Equity (Deficit) (Textual) | |||||||||||
Preferred stock, shares authorized | 500,000 | 500,000 | 500,000 | ||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||
Preferred stock, shares issued | 500,000 | 500,000 | 500,000 | ||||||||
Number of shares issued on exchange | 500,000 | ||||||||||
Share Price | $ 10 | ||||||||||
Common stock conversion price | 0.10 | ||||||||||
Series B Preferred Stock [Member] | Chief Executive Officer [Member] | |||||||||||
Stockholders' Equity (Deficit) (Textual) | |||||||||||
Number of stock issued | 500,000 | ||||||||||
Series B Preferred Stock [Member] | Share Exchange Agreement [Member] | |||||||||||
Stockholders' Equity (Deficit) (Textual) | |||||||||||
Number of shares issued on exchange | 500,000 | ||||||||||
Series A Preferred Stock [Member] | |||||||||||
Stockholders' Equity (Deficit) (Textual) | |||||||||||
Preferred stock, shares authorized | 520,000 | 520,000 | 520,000 | ||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||
Preferred stock, shares issued | 5,200,000 | 5,200,000 | |||||||||
Number of shares issued on exchange | 520,000 | ||||||||||
Share Price | $ 10 | ||||||||||
Common stock conversion price | $ 0.10 | ||||||||||
Series A Preferred Stock [Member] | Chief Executive Officer [Member] | |||||||||||
Stockholders' Equity (Deficit) (Textual) | |||||||||||
Number of stock issued | 500,000 | ||||||||||
Series A Preferred Stock [Member] | Share Exchange Agreement [Member] | |||||||||||
Stockholders' Equity (Deficit) (Textual) | |||||||||||
Preferred stock, description | A purchase price of (i) $3,000 cash, (ii) the satisfaction of the convertible notes including accrued interest of $5,479 and total principal amount of $240,000 and the cancellation of all the stock warrants granted to the note holder pursuant to the Surrender and Exchange Agreement, (see Note 6) (iii) $260,000 additional funding in cash after the closing of an Exchange Agreement which is recorded as subscription receivable and (iv) the surrender and cancellation of certain notes and warrants owed by the Company prior to the merger pursuant to the Surrender and Exchange Agreement dated in March 2018 for a principal amount of $172,500 and accrued interest of $76,157. The subscription receivable of $260,000 was collected in April 2018. | ||||||||||
Number of shares issued on exchange | 520,000 | ||||||||||
Number of stock issued | 20,000 | ||||||||||
Share Price | $ 2,000 | ||||||||||
Common Stock [Member] | Chief Executive Officer [Member] | |||||||||||
Stockholders' Equity (Deficit) (Textual) | |||||||||||
Number of stock issued | 100,000 | ||||||||||
Stock issued fair value | $ 9,000 | ||||||||||
Share Price | $ 0.09 | ||||||||||
Stock based compensation | $ 9,000 | ||||||||||
Common Stock [Member] | Share Exchange Agreement [Member] | |||||||||||
Stockholders' Equity (Deficit) (Textual) | |||||||||||
Number of stock issued | 53,141,833 | ||||||||||
Preferred Stock [Member] | Series C Preferred Stock [Member] | |||||||||||
Stockholders' Equity (Deficit) (Textual) | |||||||||||
Common stock issued in exchange | 750 | 750 | 750 | ||||||||
Total proceeds | $ 150,000 | $ 150,000 | $ 150,000 | ||||||||
Preferred Stock [Member] | Series A Preferred Stock [Member] | |||||||||||
Stockholders' Equity (Deficit) (Textual) | |||||||||||
Number of stock issued | 20,000 | ||||||||||
Share Price | $ 2,000 | ||||||||||
Common stock issued in exchange | 500,000 | ||||||||||
Total proceeds | $ 263,000 | ||||||||||
Convertible Notes [Member] | Share Exchange Agreement [Member] | |||||||||||
Stockholders' Equity (Deficit) (Textual) | |||||||||||
Total principal amount | 240,000 | ||||||||||
Accrued interest | $ 5,479 | ||||||||||
Spin Off Agreement [Member] | |||||||||||
Stockholders' Equity (Deficit) (Textual) | |||||||||||
Common stock issued in exchange | 36,309,768 | ||||||||||
Spin Off Agreement [Member] | Common Stock [Member] | |||||||||||
Stockholders' Equity (Deficit) (Textual) | |||||||||||
Shares cancelled of common stock | 36,309,768 | ||||||||||
Consultant One [Member] | Common Stock [Member] | |||||||||||
Stockholders' Equity (Deficit) (Textual) | |||||||||||
Number of stock issued | 2,600,000 | ||||||||||
Stock issued fair value | $ 234,000 | ||||||||||
Share Price | $ 0.09 | ||||||||||
Equity Option [Member] | |||||||||||
Stockholders' Equity (Deficit) (Textual) | |||||||||||
Number of stock issued | 2,600,000 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) | Dec. 31, 2018USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2018 | $ 20,000 |
2019 | 50,000 |
2020 and every year thereafter on the same date, for the life of this License Agreement. | $ 100,000 |
Commitments and Contingencies_3
Commitments and Contingencies (Details 1) | Dec. 31, 2018USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2019 | $ 26,238 |
2020 | 27,024 |
2021 | 13,710 |
Total | $ 66,972 |
Commitments and Contingencies_4
Commitments and Contingencies (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | |
Apr. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2018 | |
Commitments and Contingencies (Textual) | |||
License agreement commitments, description | (i) three percent (3%) for Net Sales of Licensed Products, and Licensed Processes (all as defined in the License Agreement), for each product or process, on a country-by-country basis, for cumulative Net Sales up to one million dollars ($1,000,000); and (ii) four percent (4%) for Net Sales of Licensed Products and Licensed Processes, for each product or process, on a country-by-country basis, for cumulative Net Sales from one million dollars ($1,000,000) to five million dollars ($5,000,000); and (iii) five percent (5%) for Net Sales of Licensed Products and Licensed Processes, for each product or process, on a country-by-country basis, Net Sales over five million dollars ($5,000,000). | ||
Royalty expense | $ 5,000 | ||
Monthly base rent | $ 2,154 | ||
Payment of license issue fees | $ 5,000 | ||
Lease agreement terms, description | The lease is for a period of 36 months commencing in July 2018 and expiring in July 2021. Pursuant to the lease agreement, the lease requires the Company to pay a monthly base rent of $2,154 plus a pro rata share of operating expenses beginning July 2018. The base rent is subject to annual increases beginning the 2nd and 3rd lease year as defined in the lease agreement. | ||
Accrued royalty including accounts payable and accrued expenses | $ 10,000 |
Concentrations of Revenue and_2
Concentrations of Revenue and Supplier (Details) | 12 Months Ended |
Dec. 31, 2018USD ($)CustomersVendors | |
Concentration of Credit Risk (Textual) | |
Concentration risk, percentage | 45.00% |
Purchased inventories | $ | $ 65,900 |
Number of vendors | Vendors | 2 |
Minimum [Member] | |
Concentration of Credit Risk (Textual) | |
Concentration risk, percentage | 12.00% |
Maximum [Member] | |
Concentration of Credit Risk (Textual) | |
Concentration risk, percentage | 33.00% |
Accounts Receivable [Member] | |
Concentration of Credit Risk (Textual) | |
Concentration risk, percentage | 98.00% |
Number of customers | Customers | 1 |
Net Sales [Member] | |
Concentration of Credit Risk (Textual) | |
Concentration risk, percentage | 99.00% |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 4 Months Ended | 12 Months Ended |
Dec. 31, 2017 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Income tax benefit at U.S. statutory rate of 21% | $ (20,249) | $ (213,906) |
Non-deductible expenses | 3,500 | 55,378 |
Increase in valuation allowance | 16,749 | 158,528 |
Total provision for income tax |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred Tax Asset: | ||
Net operating loss carryforward | $ 175,277 | $ 16,749 |
Valuation allowance | (175,277) | (16,749) |
Net deferred tax asset |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) | 1 Months Ended | 4 Months Ended | 12 Months Ended |
Dec. 22, 2017 | Dec. 31, 2017 | Dec. 31, 2018 | |
Income Taxes (Textual) | |||
Net operating losses | $ 834,656 | ||
Operating loss carryforwards, expiration year description | These carry forwards will expire, if not utilized, through 2037. | ||
Description on U.S. corporate federal income tax rate | The U.S. corporate federal income tax rate from a maximum of 35% to a flat 21% effective January 1, 2018. | ||
U.S. statutory rate | 21.00% | ||
Description for valuation allowance on deferred tax asset | The Company has provided a 100% valuation allowance on the deferred tax asset to reduce the asset to zero. | ||
Increase in the allowance | $ 16,749 | $ 158,528 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] - USD ($) | 1 Months Ended | |
Mar. 07, 2019 | Feb. 13, 2019 | |
Subsequent Events (Textual) | ||
Principal borrowings | $ 50,000 | |
Promissory note accrued interest | 10.00% | |
Bear interst rate percentage | 20.00% | |
Maturity date of debt | Feb. 22, 2019 | |
Securities Purchase Agreement [Member] | ||
Subsequent Events (Textual) | ||
Subsequent event, description | The Company closed a financing transaction by entering into a Securities Purchase Agreement (the " Securities Purchase Agreement ") with an accredited investor for purchase of a promissory note (the "Note" and with other notes issued under the Securities Purchase Agreement, the "Notes") an aggregate principal amount of $275,000 and gross cash proceeds of $250,000 (out of an aggregate of up to $550,000 principal amount of Notes representing $1.10 of note principal for each $1.00 of proceeds which can be purchased in subsequent closings in minimum amounts of $25,000). The Notes are convertible into common stock of the Company at a $0.05 conversion price, which is subject to standard anti-dilution adjustments and price protection, whereby upon any issuance of securities of the Company at a price below $0.05, the conversion price of the Notes is adjusted to the new lower issuance price. The Notes have a term of one year from the date of issuance. The Company received gross proceeds of $250,000 of which $50,000 was used to pay the promissory note issued in February 2019 (see above). The Securities Purchase Agreement contains customary and usual provisions for a transaction of this type including, but not limited to, representations and warranties by the Company regarding its business and financial condition and jurisdiction and choice of governing law in New York. Under the Securities Purchase Agreement, for three years from the closing date, each Purchaser that still owns outstanding Securities shall have the right to participate in any Subsequent Financing up to an amount equal to 100% of the Subsequent Financing, on the same terms, conditions and price provided for in the Subsequent Financing. |