Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Mar. 25, 2021 | |
Cover [Abstract] | ||
Entity Registrant Name | Can B Corp | |
Entity Central Index Key | 0001509957 | |
Document Type | 10-K | |
Document Period End Date | Dec. 31, 2020 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | false | |
ICFR Auditor Attestation Flag | true | |
Entity Shell Company | false | |
Entity Public Float | $ 3,758,316 | |
Entity Common Stock, Shares Outstanding | 16,667,655 | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2020 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 457,798 | $ 46,540 |
Accounts receivable, less allowance for doubtful accounts of $485,848 and $0, respectively | 2,003,064 | 1,251,609 |
Inventory | 344,954 | 784,497 |
Note Receivable | 2,898 | 24,268 |
Prepaid expenses - current | 1,209,126 | 1,279,901 |
Total current assets | 4,017,840 | 3,386,815 |
Property and equipment, at cost less accumulated depreciation of $239,650 and $116,555, respectively | 994,979 | 1,075,242 |
Other assets: | ||
Deposit - noncurrent | 21,287 | 21,287 |
Prepaid expenses - noncurrent | 7,405 | 1,179,929 |
Other receivable - noncurrent | 12,910 | 58,206 |
Intangible assets, net of accumulated amortization of $236,431 and $202,521, respectively | 523,009 | 1,339,907 |
Goodwill | 55,849 | 55,849 |
Right-of-Use Asset, net of amortization of $45,086 and $6,280, respectively | 58,174 | 96,980 |
Total other assets | 678,634 | 2,752,158 |
Total assets | 5,691,453 | 7,214,215 |
Current liabilities: | ||
Accounts payable | 153,640 | 226,467 |
Accrued officers' compensation | 147,133 | 144,363 |
Other accrued expenses payable | 53,362 | 61,557 |
Notes and loans payable | 1,827,531 | 35,000 |
Current portion of lease liability | 43,506 | 38,281 |
Total current liabilities | 2,225,172 | 505,668 |
Long-term liabilities | ||
Non-current portion of lease liability | 15,492 | 58,998 |
Notes and loans payable | 194,940 | |
Total long-term liabilities | 210,432 | 58,998 |
Total liabilities | 2,435,604 | 564,666 |
Commitments and contingencies (Notes 14) | ||
Stockholders' equity: | ||
Common stock, no par value; authorized 1,500,000,000 shares, issued and outstanding 5,544,590 and 2,680,937 shares, respectively | 26,111,978 | 24,323,712 |
Treasury stock | (572,678) | |
Additional Paid-in capital | 872,976 | 872,976 |
Additional Paid-in capital - Stock Options (Note 11) | 962,323 | 583,200 |
Additional Paid-in capital - Warrants | 728,100 | |
Accumulated deficit | (30,386,024) | (24,669,513) |
Total stockholders' equity | 3,255,849 | 6,649,549 |
Total liabilities and stockholders' equity | 5,691,453 | 7,214,215 |
Series A Preferred Stock [Member] | ||
Stockholders' equity: | ||
Preferred stock, authorized 5,000,000 shares: | 5,539,174 | 5,539,174 |
Series B Preferred Stock [Member] | ||
Stockholders' equity: | ||
Preferred stock, authorized 5,000,000 shares: |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Allowance for doubtful accounts | $ 485,848 | $ 0 |
Accumulated depreciation, property and equipment | 239,650 | 116,555 |
Amortization of intangible assets | 236,431 | 202,521 |
Amortization of right-of-use Asset | $ 45,086 | $ 6,280 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Common stock, par value | ||
Common stock, shares authorized | 1,500,000,000 | 1,500,000,000 |
Common stock, shares issued | 5,544,590 | 2,680,937 |
Common stock, shares outstanding | 5,544,590 | 2,680,937 |
Series A Preferred Stock [Member] | ||
Preferred stock, shares authorized | 20 | 20 |
Preferred stock, par value | ||
Preferred stock, shares issued | 20 | 20 |
Preferred stock, shares outstanding | 20 | 20 |
Series B Preferred Stock [Member] | ||
Preferred stock, shares authorized | 500,000 | 500,000 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Revenues | ||
Total Revenues | $ 1,709,669 | $ 2,305,503 |
Cost of product sales | 278,062 | 598,584 |
Gross Profit | 1,431,607 | 1,706,919 |
Operating costs and expenses: | ||
Officers and director's compensation (including stock-based Compensation of $1,589,224 and $1,587,060, respectively | 2,077,713 | 2,639,711 |
Consulting fees (including stock-based compensation of 669,956 and 2,831,232, respectively) | 778,062 | 3,014,329 |
Advertising expense | 519,922 | 333,441 |
Hosting expense | 22,781 | 13,034 |
Rent expense | 234,790 | 246,968 |
Professional fees | 533,213 | 287,441 |
Depreciation of property and equipment | 16,475 | 12,627 |
Amortization of intangible assets | 658,910 | 142,093 |
Reimbursed Expenses | 87,718 | 242,585 |
Other | 876,431 | 667,097 |
Total operating expenses | 5,806,015 | 7,599,326 |
Loss from operations | (4,374,408) | (5,892,407) |
Other income (expense): | ||
Gain (loss) on disposal of assets - net | (374,116) | |
Loss on investment | (40,000) | |
EIDL Grant | 10,000 | |
Interest income (forfeited) - net | (3,068) | 2,524 |
Interest expense (including amortization finance cost of $725,287 and $0, respectively | (931,615) | (8,793) |
Other income (expense) - net | (1,338,799) | (6,269) |
Loss before provision for income taxes | (5,713,207) | (5,898,676) |
Provision for income taxes | 3,304 | 2,084 |
Loss and comprehensive loss | $ (5,716,511) | $ (5,900,760) |
Net loss per common share - basic | $ (1.62) | $ (2.87) |
Net loss per common share - diluted | $ (1.36) | $ (2.20) |
Weighted average common shares outstanding - | ||
Basic | 3,534,739 | 2,058,525 |
Diluted | 4,201,419 | 2,687,383 |
Product Sales [Member] | ||
Revenues | ||
Total Revenues | $ 1,708,419 | $ 2,304,303 |
Service Revenue [Member] | ||
Revenues | ||
Total Revenues | $ 1,250 | $ 1,200 |
Consolidated Statements of Op_2
Consolidated Statements of Operations and Comprehensive Loss (Parenthetical) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Stock-based compensation | $ 2,259,180 | $ 4,397,478 |
Amortization of finance cost | 725,287 | 0 |
Consulting Fees [Member] | ||
Stock-based compensation | 669,956 | 2,831,232 |
Officers and Directors [Member] | ||
Stock-based compensation | $ 1,589,224 | $ 1,587,060 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Deficiency - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Preferred Stock A [Member] | ||
Balance | $ 5,539,174 | $ 4,557,424 |
Balance, shares | 20 | 18 |
Issuance of Series A Preferred stock pursuant to employment agreement | $ 992,250 | |
Issuance of Series A Preferred stock pursuant to employment agreement, shares | 3 | |
Issuance of common stock for retirement of Series A Preferred Stock | $ (10,500) | |
Issuance of common stock for retirement of Series A Preferred Stock, shares | (1) | |
Issuance of common stock for retirement of Series B Preferred Stock | ||
Issuance of common stock for retirement of Series B Preferred Stock, shares | ||
Sale of common stock | ||
Sale of common stock, shares | ||
Issuance of common stock in 2019 for acquisition of technology | ||
Issuance of common stock in 2019 for acquisition of technology, shares | ||
Issuance of common stock in 2019 for acquisition of inventory | ||
Issuance of common stock in 2019 for acquisition of inventory, shares | ||
Issuance of common stock in 2019 for satisfaction of accrued salaries | ||
Issuance of common stock in 2019 for satisfaction of accrued salaries, shares | ||
Issuance of common stock in 2019 for compensation and services rendered | ||
Issuance of common stock in 2019 for compensation and services rendered, shares | ||
Issuance of common stock in 2020 for services rendered | ||
Issuance of common stock in 2020 for 300:1 reverse stock split rounding | ||
Issuance of common stock in 2020 for 300:1 reverse stock split rounding, shares | ||
Issuance of common stock in 2020 pursuant to First Fire note agreement | ||
Issuance of common stock in 2020 pursuant to First Fire note agreement, shares | ||
Issuance of common stock in 2020 pursuant to Labrys Fund Equities note agreement | ||
Issuance of common stock in 2020 pursuant to Labrys Fund Equities note agreement, shares | ||
Issuance of common stock in 2020 pursuant to Eagle Equities note agreement | ||
Issuance of common stock in 2020 pursuant to Eagle Equities note agreement, shares | ||
Issuance of common stock in 2020 pursuant to Arena note agreement | ||
Issuance of common stock in 2020 pursuant to Arena note agreement, shares | ||
Issuance of common stock in 2020 for acquisition of intangible assets | ||
Issuance of common stock in 2020 for acquisition of intangible assets, shares | ||
Issuance of common stock in 2020 for compensation | ||
Issuance of common stock in 2020 for compensation, shares | ||
Issuance of common stock in 2020 for interest | ||
Issuance of common stock in 2020 for interest, shares | ||
Issuance of common stock in 2020 for inventory | ||
Issuance of common stock in 2020 for inventory, shares | ||
Treasury stock acquired in 2020 | ||
Treasury stock acquired in 2020, shares | ||
Net loss | ||
Balance | $ 5,539,174 | $ 5,539,174 |
Balance, shares | 20 | 20 |
Preferred Stock B [Member] | ||
Balance | $ 479 | |
Balance, shares | 499,958 | |
Issuance of Series A Preferred stock pursuant to employment agreement | ||
Issuance of common stock for retirement of Series B Preferred Stock | $ (479) | |
Issuance of common stock for retirement of Series B Preferred Stock, shares | (499,958) | |
Sale of common stock | ||
Issuance of common stock in 2020 for services rendered | ||
Issuance of common stock in 2020 for 300:1 reverse stock split rounding | ||
Issuance of common stock in 2020 for 300:1 reverse stock split rounding, shares | ||
Issuance of common stock in 2020 pursuant to First Fire note agreement | ||
Issuance of common stock in 2020 pursuant to First Fire note agreement, shares | ||
Issuance of common stock in 2020 pursuant to Labrys Fund Equities note agreement | ||
Issuance of common stock in 2020 pursuant to Labrys Fund Equities note agreement, shares | ||
Issuance of common stock in 2020 pursuant to Eagle Equities note agreement | ||
Issuance of common stock in 2020 pursuant to Eagle Equities note agreement, shares | ||
Issuance of common stock in 2020 pursuant to Arena note agreement | ||
Issuance of common stock in 2020 pursuant to Arena note agreement, shares | ||
Issuance of common stock in 2020 for acquisition of intangible assets | ||
Issuance of common stock in 2020 for acquisition of intangible assets, shares | ||
Issuance of common stock in 2020 for compensation | ||
Issuance of common stock in 2020 for compensation, shares | ||
Issuance of common stock in 2020 for interest | ||
Issuance of common stock in 2020 for interest, shares | ||
Issuance of common stock in 2020 for inventory | ||
Issuance of common stock in 2020 for inventory, shares | ||
Treasury stock acquired in 2020 | ||
Treasury stock acquired in 2020, shares | ||
Net loss | ||
Balance | ||
Balance, shares | ||
Preferred Stock C [Member] | ||
Balance | ||
Balance, shares | ||
Issuance of Series A Preferred stock pursuant to employment agreement | ||
Issuance of common stock for retirement of Series B Preferred Stock | ||
Issuance of common stock for retirement of Series B Preferred Stock, shares | ||
Sale of common stock | ||
Issuance of common stock in 2020 for services rendered | ||
Issuance of common stock in 2020 for services rendered, shares | ||
Issuance of common stock in 2020 for 300:1 reverse stock split rounding | ||
Issuance of common stock in 2020 for 300:1 reverse stock split rounding, shares | ||
Issuance of common stock in 2020 pursuant to First Fire note agreement | ||
Issuance of common stock in 2020 pursuant to First Fire note agreement, shares | ||
Issuance of common stock in 2020 pursuant to Labrys Fund Equities note agreement | ||
Issuance of common stock in 2020 pursuant to Labrys Fund Equities note agreement, shares | ||
Issuance of common stock in 2020 pursuant to Eagle Equities note agreement | ||
Issuance of common stock in 2020 pursuant to Eagle Equities note agreement, shares | ||
Issuance of common stock in 2020 pursuant to Arena note agreement | ||
Issuance of common stock in 2020 pursuant to Arena note agreement, shares | ||
Issuance of common stock in 2020 for acquisition of intangible assets | ||
Issuance of common stock in 2020 for acquisition of intangible assets, shares | ||
Issuance of common stock in 2020 for compensation | ||
Issuance of common stock in 2020 for compensation, shares | ||
Issuance of common stock in 2020 for interest | ||
Issuance of common stock in 2020 for interest, shares | ||
Issuance of common stock in 2020 for inventory | ||
Issuance of common stock in 2020 for inventory, shares | ||
Treasury stock acquired in 2020 | ||
Treasury stock acquired in 2020, shares | ||
Net loss | ||
Balance | ||
Balance, shares | ||
Common Stock [Member] | ||
Balance | $ 24,323,712 | $ 16,624,557 |
Balance, shares | 2,680,937 | 1,468,554 |
Issuance of Series A Preferred stock pursuant to employment agreement | ||
Issuance of common stock for retirement of Series B Preferred Stock | $ 479 | |
Issuance of common stock for retirement of Series B Preferred Stock, shares | 250,131 | |
Sale of common stock | $ 300,000 | $ 3,296,700 |
Sale of common stock, shares | 600,000 | 379,555 |
Issuance of common stock in 2019 for acquisition of technology | $ 932,000 | |
Issuance of common stock in 2019 for acquisition of technology, shares | 68,580 | |
Issuance of common stock in 2019 for acquisition of inventory | $ 487,500 | |
Issuance of common stock in 2019 for acquisition of inventory, shares | 125,000 | |
Issuance of common stock in 2019 for satisfaction of accrued salaries | $ 33,153 | |
Issuance of common stock in 2019 for satisfaction of accrued salaries, shares | 2,227 | |
Issuance of common stock in 2019 for compensation and services rendered | $ 2,938,823 | |
Issuance of common stock in 2019 for compensation and services rendered, shares | 353,557 | |
Issuance of common stock in 2020 for services rendered | $ 584,338 | |
Issuance of common stock in 2020 for 300:1 reverse stock split rounding | ||
Issuance of common stock in 2020 for 300:1 reverse stock split rounding, shares | 2,460 | |
Issuance of common stock in 2020 pursuant to First Fire note agreement | $ 357,030 | |
Issuance of common stock in 2020 pursuant to First Fire note agreement, shares | 313,032 | |
Issuance of common stock in 2020 pursuant to Labrys Fund Equities note agreement | $ 80,182 | |
Issuance of common stock in 2020 pursuant to Labrys Fund Equities note agreement, shares | 142,545 | |
Issuance of common stock in 2020 pursuant to Eagle Equities note agreement | $ 8,745 | |
Issuance of common stock in 2020 pursuant to Eagle Equities note agreement, shares | 20,000 | |
Issuance of common stock in 2020 pursuant to Arena note agreement | $ 129,580 | |
Issuance of common stock in 2020 pursuant to Arena note agreement, shares | 409,417 | |
Issuance of common stock in 2020 for acquisition of intangible assets | $ 217,012 | |
Issuance of common stock in 2020 for acquisition of intangible assets, shares | 285,000 | |
Issuance of common stock in 2020 for compensation | $ 41,625 | |
Issuance of common stock in 2020 for compensation, shares | 30,000 | |
Issuance of common stock in 2020 for interest | $ 77,775 | |
Issuance of common stock in 2020 for interest, shares | 185,000 | |
Issuance of common stock in 2020 for inventory | $ 491,979 | |
Issuance of common stock in 2020 for inventory, shares | 478,715 | |
Treasury stock acquired in 2020 | ||
Treasury stock acquired in 2020, shares | (543,715) | |
Net loss | ||
Balance | $ 26,111,978 | $ 24,323,712 |
Balance, shares | 5,544,590 | 2,680,937 |
Treasury Stock [Member] | ||
Balance | ||
Balance, shares | ||
Issuance of Series A Preferred stock pursuant to employment agreement | ||
Issuance of common stock for retirement of Series B Preferred Stock | ||
Sale of common stock | ||
Issuance of common stock in 2020 for services rendered | ||
Issuance of common stock in 2020 for 300:1 reverse stock split rounding | ||
Treasury stock acquired in 2020 | $ (560,000) | |
Treasury stock acquired in 2020, shares | 543,715 | |
Net loss | ||
Balance | $ (572,678) | |
Balance, shares | 543,715 | |
Additional Paid-in Capital [Member] | ||
Balance | $ 1,456,176 | $ 1,075,176 |
Issuance of Series A Preferred stock pursuant to employment agreement | ||
Issuance of common stock for retirement of Series B Preferred Stock | ||
Sale of common stock | ||
Issuance of common stock in 2020 for services rendered | ||
Issuance of common stock in 2020 for 300:1 reverse stock split rounding | ||
Stock options | 379,123 | 381,111 |
Warrants | 728,100 | |
Net loss | ||
Balance | 2,563,399 | 1,456,176 |
Accumulated Deficit [Member] | ||
Balance | (24,669,513) | (18,768,753) |
Issuance of Series A Preferred stock pursuant to employment agreement | ||
Issuance of common stock for retirement of Series B Preferred Stock | ||
Sale of common stock | ||
Issuance of common stock in 2020 for services rendered | ||
Issuance of common stock in 2020 for 300:1 reverse stock split rounding | ||
Net loss | (5,716,511) | (5,900,760) |
Balance | (30,386,024) | (24,669,513) |
Balance | 6,649,549 | 3,488,883 |
Issuance of Series A Preferred stock pursuant to employment agreement | 992,250 | |
Issuance of common stock for retirement of Series A Preferred Stock | 76,704,954 | |
Issuance of common stock for retirement of Series B Preferred Stock | ||
Sale of common stock | 3,296,700 | |
Issuance of common stock in 2019 for acquisition of technology | 932,000 | |
Issuance of common stock in 2019 for acquisition of inventory | 487,500 | |
Issuance of common stock in 2019 for satisfaction of accrued salaries | 33,153 | |
Issuance of common stock in 2019 for compensation and services rendered | $ 2,938,823 | |
Issuance of common stock in 2020 for services rendered | 584,338 | |
Issuance of common stock in 2020 for services rendered, shares | ||
Issuance of common stock in 2020 for 300:1 reverse stock split rounding | ||
Issuance of common stock in 2020 pursuant to First Fire note agreement | 357,030 | |
Issuance of common stock in 2020 pursuant to Labrys Fund Equities note agreement | 80,182 | |
Issuance of common stock in 2020 pursuant to Eagle Equities note agreement | 8,745 | |
Issuance of common stock in 2020 pursuant to Arena note agreement | 129,580 | |
Issuance of common stock in 2020 for acquisition of intangible assets | 217,012 | |
Issuance of common stock in 2020 for compensation | $ 41,625 | |
Issuance of common stock in 2020 for compensation, shares | ||
Issuance of common stock in 2020 for interest | $ 77,775 | |
Issuance of common stock in 2020 for inventory | 491,979 | |
Treasury stock acquired in 2020 | (560,000) | |
Stock options | 379,123 | $ 381,111 |
Warrants | 728,100 | |
Net loss | (5,716,511) | (5,900,760) |
Balance | $ 3,255,849 | $ 6,649,549 |
Consolidated Statements of St_2
Consolidated Statements of Stockholders' Deficiency (Parenthetical) | Mar. 06, 2020 | Mar. 02, 2020 | Jun. 04, 2013 | Dec. 31, 2020 |
Statement of Stockholders' Equity [Abstract] | ||||
Reverse stock, description | 300:1 reverse stock split | 300-to-1 reverse stock split | 1-for-10 reverse stock split | 300:1 reverse stock split |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Operating Activities: | ||
Net loss | $ (5,716,511) | $ (5,900,760) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation, net of prepaid stock- based consulting fees | 2,259,180 | 4,397,478 |
Stock-based interest expense | 451,680 | |
Gain (loss) on disposal of asset - net | 374,116 | |
Depreciation of property and equipment | 16,475 | 12,627 |
Amortization of intangible assets | 658,910 | 142,093 |
Amortization of debt discounts | 273,607 | |
Bad debt expense | 270,919 | 253,483 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (1,022,374) | (1,465,920) |
Inventory | 931,523 | (209,893) |
Prepaid expenses | (10,797) | (4,760) |
Security deposit | 27,439 | |
Other receivable | 57,974 | (58,206) |
Right-of-use asset | 525 | 299 |
Accounts payable | (72,827) | 153,408 |
Accrued officer's compensation | 2,770 | 144,363 |
Other accrued expenses payable | (8,195) | 17,777 |
Net cash used in operating activities | (1,947,091) | (2,413,420) |
Investing Activities: | ||
Note receivable | 21,370 | (4,879) |
Fixed assets additions | (50,219) | (1,105,403) |
Proceeds from disposal of asset | 3,600 | |
Intangible assets additions | (550,000) | |
Net cash used in investing activities | (25,249) | (1,660,282) |
Financing Activities: | ||
Proceeds received from notes and loans payable | 4,521,618 | 35,000 |
Repayments of notes and loans payable | (1,359,900) | (19,205) |
Note payable finance cost | (518,120) | |
Proceeds from sale of common stock | 300,000 | 3,296,700 |
Acquisition of treasury stock | (560,000) | |
Net cash provided by financing activities | 2,383,598 | 3,312,495 |
Increase (Decrease) in cash and cash equivalents | 411,258 | (761,207) |
Cash and cash equivalents, beginning of period | 46,540 | 807,747 |
Cash and cash equivalents, end of period | 457,798 | 46,540 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Income taxes paid | 3,304 | 2,084 |
Interest paid | 206,328 | 8,793 |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Issuance of common stock in acquisition of inventory | 491,980 | 487,500 |
Issuance of common stock in acquisition of intangible assets | 217,011 | 404,345 |
Amortization of prepaid issuance of common Stock for services rendered | 1,254,096 | 121,000 |
Issuance of common stock in acquisition of note payable (commitment shares) | 929,734 | |
Issuance of common stock in acquisition of note payable (interest expense) | 451,680 | |
Issuance of common stock in satisfaction of officer's compensation | 47,563 | |
Issuance of common stock in conversion of Series A Preferred Stock | 10,500 | |
Issuance of common stock in retirement of Series B Preferred Stock | $ 479 |
Organization and Description of
Organization and Description of Business | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | NOTE 1 – Organization and Description of Business Can B̅ Corp. was originally incorporated as WrapMail, Inc. (“WRAP”) in Florida on October 11, 2005. Effective January 5, 2015, WRAP acquired 100% ownership of Prosperity Systems, Inc. (“Prosperity”), a New York corporation incorporated on April 2, 2008. The Company is in the process of dissolving Prosperity. The Company acquired 100% of the membership interests in Pure Health Products, LLC, a New York limited liability company (“PHP” or “Pure Health Products”) effective December 28, 2018. The Company’s durable equipment products, such as sam® units with and without CBD infused pads, are marketed and sold through its wholly-owned subsidiaries, Duramed Inc. (incorporated on November 29, 2018) and Duramed MI LLC fka DuramedNJ, LLC(incorporated on May 29, 2019) (collectively, “Duramed”). Duramed began operating on or about February1, 2019. The Company’s hemp farming business is run through Green Grow Farms, Inc. (“Green Grow Farms”), which was acquired in August, 2019. The Company’s other subsidiary companies did not have operations in 2020. Effective December 27, 2010, WRAP effected a 10-for-1 forward stock split of its common stock. Effective June 4, 2013, WRAP effected a 1-for-10 reverse stock split of its common stock. Effective March 6, 2020 Can B̅ Corp effected a 300:1 reverse stock split of its common stock. On May 15, 2017, WRAP changed its name to Canbiola, Inc. On January 16, 2020 Canbiola, Inc. changed its name to Can B̅ Corp. (the “Company”, “we”, “us”, “our”, “CANB”, “Can B̅” or “Registrant”). Can B̅ specializes in the production and sale of a variety of hemp-derived cannabidiol (“CBD”) products such as oils, creams, moisturizers, isolate, gel caps, spa products, and concentrates and non-hemp lifestyle products. Can B̅ is developing its own line of proprietary products as well as seeking synergistic value through acquisitions in the hemp industry. Can B̅ aims to be the premier provider of the highest quality hemp CBD products on the market through sourcing the very best raw material and developing a variety of products we believe will improve people’s lives in a variety of areas. For the periods presented, the assets, liabilities, revenues, and expenses are those of CAN B and its operational subsidiaries. Financial information for PHP, Duramed and Green Grow Farms in the periods have been consolidated with the Company’s financials. Prosperity, Imbibe Wellness Solutions, LLC fka Radical Tactical and Pivt labs, LLC fka NY Hemp Depot had no activity for the periods presented. |
Going Concern Uncertainty
Going Concern Uncertainty | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern Uncertainty | NOTE 2 – Going Concern Uncertainty The consolidated financial statements have been prepared on a “going concern” basis, which contemplates the realization of assets and liquidation of liabilities in a normal course of business. As of December 31, 2020, the Company had cash and cash equivalents of $457,798 and a working capital of $1,118,857. For the years ended December 31, 2020 and 2019, the Company had net loss of $5,851,512 and $5,900,760, respectively. As a result, cash flows may not be sufficient to meet obligations or sustain operations. The Company has plans to improve its financial condition and cash flow. Management believes these plans will alleviate the going concern issue. These plans include: ○ Satisfying accrued but unpaid compensation through the issuance of stock. ○ From January 1, 2021 through March 31,2021 the Company raised $2,716,000 from sale of common stock. ○ The Company intends to raise additional capital from the sale of common stock. ○ Increase sales of products through additional product offerings. ○ Increase product sales through expanded marketing programs. The consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 3 – Summary of Significant Accounting Policies (a) Principles of Consolidation The consolidated financial statements include the accounts of CANB and its wholly-owned subsidiaries, Pure Health Products, Duramed, Prosperity Radical Tactical and Green Grow Farms. All intercompany balances and transactions have been eliminated in consolidation. (b) Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. (c) Fair Value of Financial Instruments The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, notes receivable, notes and loans payable, accounts payable, and accrued expenses payable. Except for the noncurrent note receivable, the fair value of these financial instruments approximate their carrying amounts reported in the balance sheets due to the short term maturity of these instruments. Based on comparable instruments with similar terms, the fair value of the noncurrent note receivable approximates its carrying value. Pursuant to ASC 820, Fair Value Measurements and Disclosures, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value: Level 1 - applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 - applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 - applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. (d) Cash and Cash Equivalents The Company considers all liquid investments purchased with a maturity of three months or less to be cash equivalents. (e) Accounts receivable Accounts receivable are presented in the balance sheet net of the allowance for doubtful accounts. Accounts receivable are written off when they are determined to be uncollectible. The allowance for doubtful accounts is estimated based on the Company’s historical losses, the existing economic conditions in the industry, and the financial stability of its customers. Bad debt expense was $270,919 and $0 for the periods ended December 31, 2020 and 2019. (f) Inventory Inventories consist of raw materials and finished goods and are stated at the lower of cost or net realizable value. Cost is principally determined using the first-in, first-out (FIFO) method. (g) Prepaid expenses Prepaid expenses include stock-based officer, employee and consulting compensation of $1,216,531 and $2,459,830 at December 31, 2020 and 2019, respectively. The Company’s policy is to record stock-based compensation as prepaids and expense over the term of employment and consulting agreements. (h) Property and Equipment, Net Property and equipment, net, is stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the respective assets. Maintenance and repairs are charged to operations as incurred. (i) Intangible Assets, Net Intangible assets, net, are stated at cost less accumulated amortization. Amortization is calculated using the straight-line method over the estimated economic lives of the respective assets. (j) Goodwill The Company does not amortize goodwill, but instead tests for impairment at least annually. When conducting the annual impairment test for goodwill, the Company compares the estimated fair value of a reporting unit containing goodwill to its carrying value. If the estimated fair value of the reporting unit is determined to be less than its carrying value, goodwill is reduced, and an impairment loss is recorded. (k) Long-lived Assets The Company reviews long-lived assets held and used, intangible assets with finite useful lives and assets held for sale for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If an evaluation of recoverability is required, the estimated undiscounted future cash flows associated with the asset is compared to the asset’s carrying amount to determine if a write-down is required. If the undiscounted cash flows are less than the carrying amount, an impairment loss is recorded to the extent that the carrying amount exceeds the fair value. (l) Revenue Recognition The Company recognizes revenue in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, which requires that five basic steps be followed to recognize revenue: (1) a legally enforceable contract that meets criterial standards as to composition and substance is identified; (2) performance obligations relating to provision of goods or services to the customer are identified; (3) the transaction price, with consideration given to any variable, noncash, or other relevant consideration, is determined; (4) the transaction price is allocated to the performance obligations; and (5) revenue is recognized when control of goods or services is transferred to the customer with consideration given, whether that control happens over time or not. Determination of criteria (3) and (4) are based on our management’s judgments regarding the fixed nature of the selling prices of the products and services delivered and the collectability of those amounts. Private Label Customers are wholesale distributors of the Company’s product, under their own wholesale private label brand. The products are made to Company specifications and shipped directly to the wholesaler. The pricing is predicated upon a volume discount negotiated at the time of the placement of the orders. Product is produced and labeled in the Washington manufacturing facility and shipped directly to the Private Label customer who re-distributes to their retail and other customers. The products are fully paid when shipped. Revenue from product sales is recognized when an order has been obtained, the price is fixed and determinable, the product is shipped, title has transferred, and collectability is reasonably assured. The Company’s Duramed Division provides a sam® Pro 2.0 medical device to patients through a doctor program whereby the physician evaluates the patients’ needs for medical necessity, and if determined that the device use would be beneficial, writes a prescription for the patient who signs a rental form, for a 35 day cycle for the unit, that is submitted to Duramed who bills the appropriate insurance company. The insurance company pays the invoice, or a negotiated amount via arbitration, and that revenue is reported as revenue when invoiced to the insurance carrier. The collected amount is reconciled with the invoice amount on a daily basis. (m) Cost of Product Sales The cost of product sale is the total cost incurred to obtain a sale and the cost of the goods sold, and the Company’s policy is to recognize it in the same manner as, and in conjunction with, revenue recognition. Cost of product sale primarily consisted of the costs directly attributable to revenue recognized and includes expenses related to the production, packaging and labeling of our CBD products. (n) Stock-Based Compensation Stock-based compensation is accounted for at fair value in accordance with Accounting Standards Codification (“ASC”) Topic 718, “Compensation – Stock Compensation” (“ASC718”) and ASC 505-50, “Equity – Based Payments to Non-Employees.” In addition to requiring supplemental disclosures, ASC 718 addresses the accounting for share-based payment transactions in which a company receives goods or services in exchange for (a) equity instruments of the company or (b) liabilities that are based on the fair value of the company’s equity instruments or that may be settled by the issuance of such equity instruments. ASC 718 focuses primarily on accounting for transactions in which a company obtains employee services in share-based payment transactions. In accordance with ASC 505-50, the Company determines the fair value of the stock-based payment as either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. If the fair value of the equity instruments issued is used, it is measured using the stock price and other measurement assumptions as of the earlier of either (1) the date at which a commitment for performance by the counterparty to earn the equity instrument is reached, or (2) the date at which the counterparty’s performance is complete. Options and warrants The fair value of stock options and warrants is estimated on the measurement date using the Black-Scholes model with the following assumptions, which are determined at the beginning of each year and utilized in all calculations for that year: Risk-Free Interest Rate. We utilized the U.S. Treasury yield curve in effect at the time of grant with a term consistent with the expected term of our awards. Expected Volatility. We calculate the expected volatility based on a volatility index of peer companies as we did not have sufficient historical market information to estimate the volatility of our own stock. Dividend Yield. We have not declared a dividend on its common stock since its inception and have no intentions of declaring a dividend in the foreseeable future and therefore used a dividend yield of zero. Expected Term. The expected term of options granted represents the period of time that options are expected to be outstanding. We estimated the expected term of stock options by using the simplified method. For warrants, the expected term represents the actual term of the warrant. Forfeitures. Estimates of option forfeitures are based on our experience. We will adjust our estimate of forfeitures over the requisite service period based on the extent to which actual forfeitures differ, or are expected to differ, from such estimates. Changes in estimated forfeitures will be recognized through a cumulative catch-up adjustment in the period of change and will also impact the amount of compensation expense to be recognized in future periods. (o) Advertising Advertising costs are expensed as incurred and amounted to $519,922 and $333,441 for the years ended December 31, 2020 and 2019, respectively. (p) Research and Development Research and development costs are expensed as incurred. In the period ended December 31, 2020 and 2019 the Company spent $165,000nd $150,000 in research and development which was expenses as spent, respectively. (q) Income Taxes Income taxes are accounted for under the assets and liability method. Current income taxes are provided in accordance with the laws of the respective taxing authorities. Deferred income taxes are provided for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is not more likely than not that some portion or all of the deferred tax assets will be realized. The Company has adopted the provisions required by the Income Taxes topic of the FASB Accounting Standards Codification. The Codification Topic requires the recognition of potential liabilities as a result of management’s acceptance of potentially uncertain positions for income tax treatment on a “more-likely-than-not” probability of an assessment upon examination by a respective taxing authority. The Company believes that it has not taken any uncertain tax positions and thus has not recorded any liability. (r) Net Income (Loss) per Common Share Basic net income (loss) per common share is computed on the basis of the weighted average number of common shares outstanding during the period. Diluted net income (loss) per common share is computed on the basis of the weighted average number of common shares and dilutive securities (such as stock options and convertible securities) outstanding. Dilutive securities having an anti-dilutive effect on diluted net income (loss) per share are excluded from the calculation. For the periods presented, the diluted net loss per share calculation excluded the effect of Series B preferred stocks and stock options outstanding (see Notes 10, 11 and 12). (s) Reverse Stock-Split On March 2, 2020, the Company filed an amendment to its Articles of Incorporation with the Florida Secretary of State to effect a 300-to-1 reverse stock split of its issued and outstanding, but not authorized, shares of Common Stock, as reported in the Company’s definitive Schedule 14C filed with the Securities and Exchange Commission on December 13, 2019. All disclosures of common shares and per common share data in the accompanying financial statements and related notes reflect the reverse stock split for all periods presented. (t) Recent Accounting Pronouncements In 2016, the FASB issued ASU 2016-2 (Topic 842) which establishes a new lease accounting model for lessees. Under the new guidance, lessees will be required to recognize right of use assets and liabilities for most leases having terms of 12 months or more. Effective January 1, 2019, we adopted this new accounting guidance using the effective date transition method, which permits entities to apply the new lease standards using a modified retrospective transition approach at the date of adoption. (u) Reclassifications Certain amounts in the prior year consolidated financial statements have been reclassified to conform to the current year presentation. These reclassification adjustments had no effect on the Company’s previously reported net income. |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Inventories | NOTE 4 – Inventories Inventories consist of: December 31, December 31, Raw materials $ 294,522 $ 708,239 Finished goods 50,432 76,258 Total $ 344,954 $ 784,497 |
Notes Receivable
Notes Receivable | 12 Months Ended |
Dec. 31, 2020 | |
Receivables [Abstract] | |
Notes Receivable | NOTE 5 – Notes Receivable Notes receivable consist of: December 31, December 31, Note receivable dated November 30, 2015 from Stock Market Manager, Inc, interest at 3% per annum due November 30, 2020 $ - $ 19,389 Note receivable dated February 8,2019 from an employee, weekly installments of $1,200 with interest at 8% per annum. 2,898 4,879 Total 2,898 24,268 Current portion of notes receivable (2,898 ) (24,268 Noncurrent portion of notes receivable $ - $ - |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | NOTE 6 – Property and Equipment, Net Property and Equipment, net, consist of: December 31, 2020 December 31, 2019 Furniture & Fixtures $ 21,727 $ 19,018 Office Equipment 12,378 12,378 Manufacturing Equipment 397,230 355,016 Medical Equipment 776,392 783,782 Leasehold Improvements 26,902 21,603 Total 1,234,629 1,191,797 Accumulated depreciation (239,650 ) (116,555 ) Net $ 994,979 $ 1,075,242 Depreciation expense was $124,388 and $89,779 for the years ended December 31, 2020 and 2019, respectively. |
Intangible Assets, Net
Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, Net | NOTE 7 – Intangible Assets, Net Intangible assets, net, consist of: December 31, 2020 December 31, 2019 Video conferencing software acquired by Prosperity in December 2009 $ 30,000 $ 30,000 Enterprise and audit software acquired by Prosperity in April 2008 20,000 20,000 Patent costs incurred by WRAP 6,880 6,880 Hemp license and technology - 1,000,000 CBD technology 482,000 482,000 Platform account contract 131,812 - Hemp processing use 85,200 - Other 3,548 3,548 Total 759,440 1,542,428 Accumulated amortization and Impairment (236,431 ) (202,521 ) Net $ 523,009 $ 1,339,907 Estimated future amortization expense are as follows: December 31, Amount 2021 $ 120,513 2022 65,591 2023 65,591 2025 65,591 2026 55,449 Thereafter 150,274 Total $ 523,009 The CBD related technology were purchased from Hudilab, Inc. (“HUDI”) and Seven Chakras, LLC (“Seven Chakras”) during the three months ended March 31, 2019. On January 14, 2019, the Company and PHP (collectively, the “buyer”) entered into a License and Acquisition Agreement (the “LAA”) with HUDI. Pursuant to the LAA, HUDI will sell the technology owned by it to the buyer in exchange for 25,000 shares of CANB common stock. On January 14, 2019, the shares were issued to the owner of HUDI and valued at $382,500. On January 31, 2019, PHP entered into an Asset Purchase Agreement (the “Chakras Agreement”) with Seven Chakras. Pursuant to the Chakras Agreement, PHP purchased the rights and title to (i) Seven Chakras’ proprietary formulas, methods, trade secrets, and know-how related to the production of Seven Chakras’ products containing cannabidiol (CBD), (ii) Seven Chakras’ tradename, domain name, and social media sites, and (iii) other assets of Seven Chakras including but not limited to raw materials, equipment, packaging and labeling materials, mailing lists, and marketing materials. On February 20, 2019, the Company issued 3,333 shares of CANB common stock valued at $49,500 to owners of Seven Chakras as additional consideration, along with the $50,000 cash payments, pursuant to the Chakras Agreement. The hemp related license and technology was purchased from Shi Farms during the three months ended September 30, 2019. Hemp Depot has remained dormant since the Shi Farms deal was consummated and no activity is contemplated. As a result, the Company has written off the remaining intangible asset from Shi Farms. The Company subsequently acquired Green Grow Farms, also a NY State Hemp License holder and intends to contract with farmers in New York to grow hemp under a controlled program of specific strains, cultured feminized seeds, proven technology, and access to processing for their crop. Grow Farms Inc. intends to amalgamate the cultivated off-take from the farmers, combine and fill “super-sacks” for shipping to a processing facility to produce high-grade isolate or distillate for use in Can B̅’s manufacturing facility in Lacey WA, if and when it becomes financially prudent for the Company to do so. The hemp processing use agreement with Mediiusa Group, Inc. was entered during the three months ended June 30, 2020. On June 23, 2020, the Company issued 50,000 shares of CANB common stock valued at $69,375. On December 12, 2020, the company issued 50,000 shares of CANB common stock valued at $15,825. Mediiusa Group, Inc. currently holds a valid Industrial Hemp Processor Registration in full force and effect with the State of New York and is authorized to process Hemp, and has granted a five year agreement to processing of Hemp for oil, isolate, or crude for further use by the Company and/or for sale by the Company. During the Term of this Agreement, Mediiusa Group, Inc. agrees to allow CANB to process any and all of the subject Hemp under and/or in connection with the agreement under their above-mentioned Registration. The platform account contract with SRAX, Inc. was entered during the three months ended June 30, 2020. On June 22, 2020, the Company issued 185,000 shares of CANB common stock valued at $131,812. The Platform Account is the SRAX Investors Relations platform to grant access to potential investors and customers via the SRAX website for one year. SRAX grants Can B Corp a non-exclusive, non-transferable and non- sublicensable right to access and use the Platform during the Term, solely by the Authorized Users for User’s own internal business purposes, and in accordance with the terms and conditions of this Agreement. Company reserves all rights in or to the Platform not expressly granted to User in the Agreement. Can B will have previously unattainable access to its customer base for improved investor communication and development of sales opportunities of the Company’s products. The other intangible assets relate to the document management and email marketing divisions. Since December 31, 2017, the Company do not expect any future positive cash flow from these divisions. Accordingly, the net carrying value of these intangible assets was reduced to $0. |
Notes and Loans Payable
Notes and Loans Payable | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Notes and Loans Payable | NOTE 8 – Notes and Loans Payable Notes and loans payable consist of: December 31, December 31, Loan payable to Pasquale Ferro, interest at 12% per annum, due December 2020. $ 224,000 $ 30,000 Note payable to brother of Marco Alfonsi, Chief Executive Officer of the Company, interest at 10% per annum, due August 22, 2016. - 5,000 Note payable to Arena Special Opportunities Partners I, LP, due September 10, 2021. 2,675,239 - Note payable to Arena Special Opportunities Fund, LP, due September 10, 2021. 102,539 - Note payable to U.S. Small Business Administration (PPP), interest at 1% per annum. The note matures in January 2023. Payments are deferred for ten months after the end of the covered period. The Note has been submitted to the SBA for forgiveness withing the bank guidelines. 194,940 - Total Notes and Loan Payable 3,196,718 35,000 Less: Unamortized Finance Cost (1,174,247 ) - Less: Current Portion (1,827,531 ) (35,000 ) Long-term Portion $ 194,940 $ - |
Preferred Stock
Preferred Stock | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Preferred Stock | NOTE 9 – Preferred Stock Each share of Series A Preferred Stock is convertible into 33,334 shares of CANB common stock and is entitled to 66,666 votes. All Preferred Shares shall rank senior to all shares of Common Stock of the Company with respect to liquidation preferences and shall rank pari passu pari passu Each share of Series B Preferred Stock has the first preference to dividends, distributions and payments upon liquidation, dissolution and winding-up of the Company, and is entitled to an accrued cumulative but not compounding dividend at the rate of 5% per annum whether or not declared. After six months of the issuance date, such share and any accrued but unpaid dividends can be converted into common stock at the conversion price which is the lower of (i) $0.0101; or (ii) the lower of the dollar volume weighted average price of CANB common stock on the trading day prior to the conversion day or the dollar volume weighted average price of CANB common stock on the conversion day. The shares of Series B Preferred Stock have no voting rights. Each share of Series C Preferred Stock has preference to payment of dividends, if and when declared by the Company, compared to shares of our common stock. Each Preferred Series C share is convertible into 25,000 shares of common stock. The shares of Series C Preferred Stock have voting rights as if fully converted. Each share of Series D Preferred Stock has 10,000 shares of voting rights only pari passu to common shares voting with no conversion rights and no equity participation. The Company can redeem Series D Preferred Stock at any time for par value. On January 28, 2019, the Company issued 33,333 shares of CANB common stock to a consultant of the Company in exchange for the retirement of 1 share of CANB Series A Preferred Stock. From February 21, 2019 to March 12, 2019, the Company issued aggregately 67,405 shares of CANB common stock to RedDiamond in exchange for the retirement of 157,105 shares of CANB Series B Preferred Stock. On May 28, 2019, the Company issued 3 shares of CANB Series A Preferred Stock to Stanley L. Teeple pursuant to the employment agreement with him. The fair value of the issuance totaled $1,203,000 and will be amortized over the vesting period of four years. On April 26, 2019, the Company issued 6,436 shares of CANB common stock to RedDiamond in exchange for the retirement of 15,000 shares of CANB Series B Preferred Stock. On May 1, 2019, the Company issued 8,581 shares of CANB common stock to RedDiamond in exchange for the retirement of 20,000 shares of CANB Series B Preferred Stock. On May 9, 2019, the Company issued 23,710 shares of CANB common stock to RedDiamond in exchange for the retirement of 55,263 shares of CANB Series B Preferred Stock. On June 7, 2019, the Company issued 10,726 shares of CANB common stock to RedDiamond in exchange for the retirement of 25,000 shares of CANB Series B Preferred Stock. On August 13, 2019, the Company issued 97,607 shares of CANB common stock to RedDiamond in exchange for the retirement of 227,590 shares of CANB Series B Preferred Stock. On December 16, 2019, the Company issued 35,666 shares of CANB common stock to RedDiamond as agreed for the early retirement of CANB Series B Preferred Stock converted in August 2019. From January 1, 2021 through March 25, 2021, the Company issued 1,950 shares of CANB Series Preferred D Stock to officers of the Company. In March 2021, the Company issued 50 Preferred C shares each to Marco Alfonsi, Stanley Teeple, and Pasquale Ferro for services rendered. Each Preferred C was immediately issuable as common at 25 thousand to one so the total issuance was 1,250,000 common shares for each recipient. |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Common Stock | NOTE 10 – Common Stock From January 4, 2019 to March 27, 2019, the Company issued aggregately 138,107 shares of CANB common stock to multiple investors pursuant to relative Stock Purchase Agreements dated on various dates, in exchange for total proceeds of $1,196,100. On January 14, 2019, the Company issued 25,000 shares of CANB common stock to Hudilab, Inc. (“HUDI”), pursuant to a License and Acquisition Agreement for purchase of the technology owned by HUDI. From January 18, 2019 to March 17, 2019, the Company issued aggregately 82,000 shares of CANB common stock to multiple consultants for services rendered. From January 19, 2019 to March 27, 2019, the Company issued aggregately 3,893 shares of CANB common stock to employee and officers of the Company pursuant to employee agreement and in satisfaction of accrued compensation for the quarter ended March 31, 2019. On February 5, 2019, the Company issued 6,667 shares to the owner of TZ Wholesale LLC, pursuant to a Memorandum of Understanding (the “MOU”) dated November 9, 2018. On February 20, 2019, the Company issued 3,333 shares of CANB common stock to owners of Seven Chakras pursuant to the Chakras Agreement dated January 31, 2019. From April 1, 2019 through June 30, 2019 the Company issued an aggregate of 51,706 shares of CANB Common Stock to multiple consultants for services rendered. From April 1, 2019 through June 30, 2019, the Company issued an aggregate of 13,916 shares of CANB Common Stock to members of the Advisory Board, Medical Advisory Board, and Sports Advisory Board for services rendered. From April 1, 2019 through June 30, 2019, the Company issued an aggregate of 4,615 shares of Common Stock under the terms of executive employment agreements. From April 1, 2019 through June 30, 2019, the Company issued an aggregate of 86,207 shares of CANB shares under the terms of the Stock Purchase Agreements for total proceeds of $750,000. From July 1, 2019 through September 30, 2019, the Company issued an aggregate of 18,061 shares of CANB Common Stock to multiple consultants for services rendered. From July 1, 2019 through September 30, 2019, the Company issued an aggregate of 18,333 shares of CANB Common Stock to members of the Advisory Board, Medical Advisory Board, and Sports Advisory Board for services rendered. From July 1, 2019 through September 30, 2019, the Company issued an aggregate of 16,000 shares of Common Stock under the terms of executive employment agreements. From July 1, 2019 through September 30, 2019, the Company issued an aggregate of 155,241 shares of CANB shares under the terms of the Stock Purchase Agreements for total proceeds of $1,350,600. From July 1, 2019 through September 30, 2019, the Company issued an aggregate of 40,247 shares of CANB shares under the terms of the Joint Venture Agreement. From October 1, 2019 through December 31, 2019, the Company issued an aggregate of 122,258 shares of CANB Common Stock to multiple consultants for services rendered. From October 1, 2019 through December 31, 2019, the Company issued an aggregate of 14,167 shares of CANB Common Stock to members of the Advisory Board, Medical Advisory Board, and Sports Advisory Board for services rendered. From October 1, 2019 through December 31, 2019, the Company issued an aggregate of 5,000 shares of Common Stock under the terms of executive employment agreements. From October 1, 2019 through December 31, 2019, the Company issued an aggregate of 125,000 shares of CANB Common Stock under the terms of an inventory purchase agreement for total proceeds of $487,500. From January 1, 2020 through March 31, 2020, the Company issued an aggregate of 27,500 shares of CANB Common Stock to multiple consultants for services rendered. From January 1, 2020 through March 31, 2020, the Company issued an aggregate of 31,335 shares of CANB Common Stock to members of the Advisory Board, Medical Advisory Board, and Sports Advisory Board for services rendered. From January 1, 2020 through March 31, 2020, the Company issued an aggregate of 20,000 shares of CANB Common Stock to First Fire Global Opportunities Fund, LLC for a commitment fee pursuant to a junior convertible promissory note purchase agreement. From January 1, 2020 through March 31, 2020, the Company issued an aggregate of 99,508 shares of CANB Common Stock to FirstFire Global Opportunities Fund, LLC for returnable shares pursuant to a junior convertible promissory note purchase agreement. From April 1, 2020 through June 30, 2020, the Company issued an aggregate of 111,734 shares of CANB Common Stock to multiple consultants for services rendered. From April 1, 2020 through June 30, 2020, the Company issued an aggregate of 20,319 shares of CANB Common Stock to members of the Advisory Board, Medical Advisory Board, and Sports Advisory Board for services rendered. From April 1, 2020 through June 30, 2020, the Company issued an aggregate of 30,000 shares of CANB Common Stock to an employee for services rendered. From April 1, 2020 through June 30, 2020, the Company issued an aggregate of 185,000 shares of CANB Common Stock to SRAX, Inc. according to a platform access agreement. From April 1, 2020 through June 30, 2020, the Company issued an aggregate of 50,000 shares of CANB Common Stock to Mediiusa Group, Inc. according to a hemp processing use agreement. From April 1, 2020 through June 30, 2020, the Company issued an aggregate of 24,545 shares of CANB Common Stock to Labrys Fund, L.P. for a commitment fee pursuant to a junior convertible promissory note purchase agreement. From April 1, 2020 through June 30, 2020, the Company issued an aggregate of 118,000 shares of CANB Common Stock to Labrys Fund, L.P. for returnable shares pursuant to a junior convertible promissory note purchase agreement. From April 1, 2020 through June 30, 2020, the Company issued an aggregate of 20,000 shares of CANB Common Stock to Eagle Equities, LLC for a commitment fee pursuant to a junior convertible promissory note purchase agreement. From July 1, 2020 through September 30, 2020, the Company issued an aggregate of 145,000 shares of CANB Common Stock to multiple consultants for services rendered. From July 1, 2020 through September 30, 2020, the Company issued an aggregate of 100,000 shares of CANB Common Stock to members of the Advisory Board, Medical Advisory Board, and Sports Advisory Board for services rendered. From July 1, 2020 through September 30, 2020, the Company issued an aggregate of 478,715 shares of CANB Common Stock to members of the Advisory Board, Medical Advisory Board, and Sports Advisory Board for services rendered. From July 1, 2020 through September 30, 2020, the Company received an aggregate of 543,715 shares of CANB Common Stock from an exchange agreement whereby shares of Iconic Brands, Inc. held by the Company were exchanged for shares of stock in the Company held by Iconic Brands, Inc. From July 1, 2020 through September 30, 2020, the Company issued an aggregate of 478,715 shares of CANB Common Stock for the acquisition of inventory. From July 1, 2020 through September 30, 2020, the Company issued an aggregate of 185,000 shares of CANB Common Stock to FirstFire Global Opportunities Fund, LLC pursuant to a junior convertible promissory note purchase agreement. On July 29, 2020, CANB and Iconic Brands (ICNB) completed a share exchange whereby the one million shares of ICNB common stock held by CANB were exchanged for a fair value exchange of five hundred forty three thousand seven hundred fifteen shares of CANB in order to settle a contract valuation true-up with ICNB for the purchase of Green Grow Farms,. Inc. From October 1, 2020 through December 31, 2020, the company issued an aggregate of 435,311 shares of CANB Common Stock to multiple consultants for services rendered. From October 1, 2020 through December 31, 2020, the Company issued an aggregate of 70,000 shares of CANB Common Stock to members of the Advisory Board, Medical Advisory Board, and Sports Advisory Board for services rendered. From October 1, 2020 through December 31, 2020, the Company issued an aggregate of 50,000 shares of Common Stock under the terms of hemp processing use agreement. From October 1, 2020 through December 31, 2020, the Company issued an aggregate of 600,000 shares of Common Stock under the terms of Stock Purchase Agreements for total proceeds of $300,000. From October 1, 2020 through December 31, 2020, the Company issued an aggregate of 193,524 shares of Common Stock to FirstFire Global as agreed for conversion shares related to a note payable. From October 1, 2020 through December 31, 2020, the Company issued an aggregate of 394,304 shares of CANB Common Stock to Arena Special Opportunities Partners I, LP for a commitment fee pursuant to a securities purchase agreement. From October 1, 2020 through December 31, 2020, the Company issued an aggregate of 15,133 shares of CANB Common Stock to Arena Special Opportunities Fund, LP for a commitment fee pursuant to a securities purchase agreement. From January 1, 2021 through March 25, 2021 the Company issued an aggregate of 5,932,000 shares of Common Stock under its Reg A-1 registration currently in effect and an additional 130,750 shares of common stock to various consultants for services. From January 1, 2021 through March 25, 2021 the Company issued an aggregate of 355,057 shares of Common Stock under an asset acquisition agreement with Botanical Biotech. From January 1, 2021 through March 25, 2021 the Company issued an aggregate of 355,250 shares of Common Stock under note conversion agreement. From January 1, 2021 through March 25, 2021 the Company issued an aggregate of 600,000 shares of Common Stock under a note conversion agreement. From January 1, 2021 through March 25, 2021 the Company issued an aggregate of 150 shares of Preferred C shares under multiple employment agreements. The Preferred C shares converted to 3,750,000 shares of Common Stock upon issuance. |
Stock Options and Warrants
Stock Options and Warrants | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Stock Options and Warrants | NOTE 11 – Stock Options and Warrants A summary of stock options and warrants activity follows: Shares of Common Stock Exercisable Into Stock Options Warrants Total Balance, December 31, 2018 20,167 7,492 27,659 Granted in 2019 56,667 - 56,667 Cancelled in 2019 (167 ) - (167 ) Exercised in 2019 - - - Balance, December 31, 2019 76,667 7,492 84,159 Granted in 2020 1,120,532 3,557,605 4,678,137 Cancelled 2020 - - - Exercised 2020 - - - Balance, December 31, 2020 1,197,199 3,565,097 4,762,296 Issued and outstanding stock options as of December 31, 2020 consist of: Year Number Outstanding Exercise Year of Granted And Exercisable Price Expiration 2018 20,000 $ 0.30 2023 2019 56,667 $ 0.30 2022 2020 1,120,532 $ 0.361 2025 1,197,199 On June 11, 2018, the Company granted 10,000 options of CANB common stock to Carl Dilley, a former director of the Company, in exchange for the retirement of a total of 10,000 shares of CANB common stock from Carl Dilley. The options are exercisable for the purchase of one share of the Registrant’s Common Stock at an exercise price of $0.30 per share. The Options are fully vested and are exercisable as of the Grant Date and all shall expire June 11, 2023. The value of the Stock Options ($84,000) were calculated using the Black Scholes option pricing model and the following assumptions: (i) $8.40 share price, (ii) 5 years term, (iii) 262.00% expected volatility, (iv) 2.80% risk free interest rate and the difference between this value and the fair value of retired shares was expensed in the quarterly period ended June 30, 2018. On October 21, 2018, the Company granted 10,000 options of CANB common stock to Stanley L. Teeple, an officer and Director of the Company. The options are exercisable for the purchase of one share of the Registrant’s Common Stock at an exercise price of $0.30 per share. The Options are fully vested and are exercisable as of the Grant Date and all shall expire October 1, 2023. The values of the Stock Options ($118,200) were calculated using the Black Scholes option pricing model and the following assumptions: (i) $11.82 share price, (ii) 5 years term, (iii) 221.96% expected volatility, (iv) 3.05% risk free interest rate and the fair value of options was expensed in the quarterly period ended December 31, 2018 On September 9, 2019, the Company granted 26,667 options of CANB common stock to Johnny Mack, a former officer of the Company. The options are exercisable for the purchase of one share of the Registrant’s Common Stock at an exercise price of $0.30 per share. The Options are fully vested and are exercisable as of the Grant Date and all shall expire September 9, 2022. The values of the Stock Options ($192,000) were calculated using the Black Scholes option pricing model and the following assumptions: (i) $7.20 share price, (ii) 3 years term, (iii) 463,34% expected volatility, (iv) 1.46% risk free interest rate and the fair value of options was expensed in the quarterly period ended September 30, 2019. On October 15, 2019, the Company granted 10,000 options of CANB common stock each to Frederick Alger Boyer, Jr., Ronald A. Silver and James F. Murphy, directors of the Company. The options are exercisable for the purchase of one share of the Registrant’s Common Stock at an exercise price of $0.30 per share. The Options are fully vested and are exercisable as of the Grant Date and all shall expire October 15, 2022. The values of the Stock Options ($63,000 each) were calculated using the Black Scholes option pricing model and the following assumptions: (i) $6.30 share price, (ii) 3 years term, (iii) 463,34% expected volatility, (iv) 1.60% risk free interest rate and the fair value of options was expensed in the quarterly period ended December 31, 2019. On December 9, 2020, the Company granted 12,500 options of CANB common stock to Ronald A. Silver, a director of the Company. The options are exercisable for the purchase of one share of the Registrant’s Common Stock at an exercise price of $0.50 per share. The Options are fully vested and are exercisable as of the Grant Date and all shall expire December 9, 2025. The values of the Stock Option ($12,500) was calculated using the Black Scholes option pricing model and the following assumptions: (i) $.45 share price, (ii) 5 years term, (iii) 168% expected volatility, (iv) .41% risk free interest rate and the fair value of options was expensed in the quarterly period ended December 31, 2020. On December 29, 2020, the Company granted 277,008 options of CANB common stock each to Stanley Teeple, Pasquale Ferro, Phil Scala and Marco Alfonsi, Officers of the Company. The options are exercisable for the purchase of one share of the Registrant’s Common Stock at an exercise price of $0.36 per share. The Options are fully vested and are exercisable as of the Grant Date and all shall expire December 29, 2025. The values of the Stock Options ($140,997 each) were calculated using the Black Scholes option pricing model and the following assumptions: (i) $.51 share price, (ii) 5 years term, (iii) 168% expected volatility, (iv) .41% risk free interest rate and the fair value of options was expensed in the quarterly period ended December 31, 2020. Issued and outstanding warrants as of December 31, 2020 consist of: Year Number Outstanding Exercise Year of Granted And Exercisable Price Expiration 2010 825 $ 300 2020 2018 6,667 $ 13,034 (a) 2023 2020 3,557,605 $ 1,273,623 2025 Total 3,565,097 (a) 110% of the closing price of the Company’s common stock on the date that the Holder funds the full purchase price of the Note. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 12 – Income Taxes No provisions for income taxes were recorded for the periods presented since the Company incurred net losses in those periods. The provisions for (benefits from) income taxes differ from the amounts determined by applying the U.S. Federal income tax rate of 21% to pretax income (loss) as follows: December 31, 2020 2019 Expected income tax (benefit) at 21% $ (1,200,467 ) $ (1,239,160 ) Non-deductible stock-based compensation 474,428 923,470 Non-deductible stock-based interest 94,853 - Increase in deferred income tax assets valuation allowance 631,186 315,690 Provision for (benefit from) income taxes $ - $ - Deferred income tax assets consist of: December 31, December 31, 2020 2019 Net operating loss carryforward 1,931,355 1,300,168 Valuation allowance (1,931,355 ) (1,300,168 ) Net $ - $ - Based on management’s present assessment, the Company has not yet determined it to be more likely than not that a deferred income tax asset of $1,931,355 attributable to the future utilization of the $9,196,924 net operating loss carryforward as of December 31, 2020 will be realized. Accordingly, the Company has maintained a 100% allowance against the deferred income tax asset in the financial statements at December 31, 2020. The Company will continue to review this valuation allowance and make adjustments as appropriate. The net operating loss carryforward expires in years 2025, 2026, 2027, 2028, 2029, 2030, 2031, 2032, 2033, 2034, 2035, 2036, 2037, 2038, 2039 and 2040 in the amount of $1,369, $518,390, $594,905, $686,775, $159,141, $151,874, $135,096, $166,911, $311,890, $25,511, $338,345, $381,638, $499,288, $716,858, $1,503,282, and $3,005,651, respectively. Current tax laws limit the amount of loss available to be offset against future taxable income when a substantial change in ownership occurs. Therefore, the amount available to offset future taxable income may be limited. The Company’s U.S. Federal and state income tax returns prior to 2016 are closed and management continually evaluates expiring statutes of limitations, audits, proposed settlements, changes in tax law and new authoritative rulings. The statute of limitations on the 2016 tax year returns expired in September 2020. The Company recognizes interest and penalties associated with uncertain tax positions as part of the income tax provision and would include accrued interest and penalties with the related tax liability in the consolidated balance sheets. There were no interest or penalties paid during 2020 and 2019. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Segment Information | NOTE 13 – Segment Information The Company has one reportable segment: Durable Equipment Products. The accounting policies of the segment described above are the same as those described in Summary of Significant Accounting Policies in Note 3. The Company evaluates the performance of the Durable Equipment Products segment based on income (loss) before income taxes, which includes interest income. Durable Equipment Products Three months ended December 31, 2020 Revenue from external customers 367,673 Revenue from other segments - Segment profit 276,226 Segment assets 2,603,379 Twelve months ended December 31, 2020 Revenue from external customers 1,176,220 Revenue from other segments - Segment profit 691,482 Segment assets 2,603,379 Three Months Ended December 31, 2020 Twelve Months Ended December 31, 2020 Total profit for reportable segment $ 278,719 $ 694,828 Other income (expense) - net (2,493 ) (3,346 ) Income before income taxes $ 276,226 $ 691,482 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 14 – Commitments and Contingencies Employment Agreements On December 28, 2020, the Company entered into new three-year Employment Agreements with CEO Marco Alfonsi, CFO Stanley Teeple, and Pure Health Products LLC Pasquale Ferro . Under these agreements, the are to receive a i) base salary of fifteen thousand dollars ($15,000.00) per month, ii) is eligible to receive cash and or stock bonuses, iii) shall receive a stock bonus in accordance with the Company’s Incentive Stock Option Plan (“ISOP”) in an amount of one-hundred thousand dollars ($100,000) per year of the Agreement, iv) 200 shares of the Company’s Series C Preferred stock, v) usual and customary benefits including expense reimbursement, health and life insurance plan reimbursements and allowances. Phil Scala. Interim COO also received a similar agreement with a base compensation of fifty-two thousand annually, $100,000 in ISO, and 20 Preferred C shares. The foregoing agreements have replaced the agreements described below. On October 3, 2017, the Company executed an Executive Employment Agreement with Marco Alfonsi (“Alfonsi”) for Alfonsi to serve as the Company’s chief executive officer and interim chief financial officer and secretary for cash compensation of $10,000 per month. Pursuant to the agreement, the Company issued a share of CANB Series A Preferred Stock to Alfonsi on October 4, 2017. Alfonsi may terminate his employment upon 30 days written notice to the Company. The Company may terminate Alfonsi’s employment upon written notice to Alfonsi by a vote of the Board of Directors. At October 21, 2018, this former agreement was terminated due to the execution of a new Employment Agreement with Marco Alfonsi for Alfonsi to serve as the Company’s chief executive officer and chairman of the board for cash compensation of $15,000 per month. Pursuant to the new agreement, three of the eight previously issued shares of CANB Series A Preferred Stock were returned to the Company and converted into 30,000,000 common shares. Alfonsi may terminate his employment upon 30 days written notice to the Company. The new agreement has an initial term of four years and can be terminated upon the resignation or death of Mr. Alfonsi, and also can be terminated by the Company due to the failure or neglect of Mr. Alfonsi to perform his duties, or due to the misconduct of Mr. Alfonsi in connection with the performance. On February 12, 2018, the Company executed an Executive Service Agreement (“Posel Agreement”) with David Posel. The Posel Agreement provides that Mr. Posel services as the Company’s Chief Operating Officer for a term of 4 years. The Posel Agreement also provides for compensation to Mr. Posel of $5,000 cash per month and the issuance of 1 share of Series A Preferred Stock at the inception of the Posel Agreement. The Posel Agreement can be terminated upon the resignation or death of Mr. Posel, and also can be terminated by the Company due to the failure or neglect of Mr. Posel to perform his duties, or due to the misconduct of Mr. Posel in connection with the performance. On February 12, 2018, 1 share of CANB Series A Preferred Stock were issued to Mr. Posel. Since execution of the Posel Agreement, Mr. Posel has been re-assigned to COO for Pure Health Products, the Company’s subsidiary. On February 16, 2018, the Company executed an Executive Service Agreement (“Holtmeyer Agreement”) with Andrew W. Holtmeyer. The Holtmeyer Agreement provides that Mr. Holtmeyer serves as the Company’s Executive Vice President Business for a term of 3 years. The Holtmeyer Agreement also provides for compensation to Mr. Holtmeyer of $10,000 cash per month and the issuance of 3, 2 and 1 share of Series A Preferred Stock at the beginning of each year. The Holtmeyer Agreement can be terminated upon the resignation or death of Mr. Holtmeyer, and also can be terminated by the Company due to the failure or neglect of Mr. Holtmeyer to perform his duties, or due to the misconduct of Mr. Holtmeyer in connection with the performance. At December 29, 2018, this Holtmeyer Agreement was terminated due to the execution of a new Employment Agreement with Andrew W Holtmeyer. The second agreement provides that Mr. Holtmeyer serves as the Company’s Executive Vice President Business for a term of 4 years. The second agreement also provides for compensation to Mr. Holtmeyer of $15,000 cash per month and the issuance of 829 shares of common stock upon signing of the agreement. Effective April 1, 2020, Mr. Holtmeyer’s compensation was changed to a straight commission on sales and collection based upon his efforts in lieu of any base compensation. He also will receive no further Company benefits but does retain his previously issued five shares of Series Preferred A Stock. On October 15, 2018, the Company executed an Employment Agreement (“Teeple Agreement”) with Stanley L. Teeple. The Teeple Agreement provides that Mr. Teeple services as the Company’s Chief Financial Officer and Secretary for a term of 4 years. The Teeple Agreement also provides for compensation to Mr. Teeple of $15,000 cash per month and the issuance of 1 share of Series A Preferred Stock proportionately vesting over four years beginning December 31, 2018 upon execution of the Teeple Agreement. The Teeple Agreement can be terminated upon the resignation or death of Mr. Teeple, and also can be terminated by the Company due to the failure or neglect of Mr. Teeple to perform his duties, or due to the misconduct of Mr. Teeple in connection with the performance. In May 2019 Mr. Teeple was granted an additional 3 shares of Series A Preferred. On December 28, 2018, the Company executed an Employment Agreement (“Ferro Agreement”) with Pasquale Ferro for Mr. Ferro to serve as Pure Health Products’ president for cash compensation of $15,000 per month and the total issuance of 5 share of Series A Preferred Stock proportionately vesting at the beginning of each year for a term of 4 years. Mr. Ferro may terminate his employment upon 30 days written notice to the Company. The Ferro Agreement has an initial term of four years and can be terminated upon the resignation or death of Mr. Ferro, and also can be terminated by the Company due to the failure or neglect of Mr. Ferro to perform his duties, or due to the misconduct of Mr. Ferro in connection with the performance. Effective September 6, 2019 (the “Effective Date”), Can B̅ Corp. (the “Company” or “CANB”) approved the appointment of Johnny J. Mack (“Mack”) as its President and Chief Operating Officer. Mack had been serving as the Company’s interim COO. The Company and Mack have entered into a new Employee Services Agreement (the “Mack Agreement”) to memorialize the terms of the foregoing. In consideration for Mack’s services, Mack would (i) receive a base salary of $15,000 per month, subject to increase after each yearly anniversary of the Agreement, (ii) be eligible to receive annual cash or stock bonuses, (iii) be entitled to four weeks’ vacation time and five paid days for illness in accordance with the Company’s policies, and (iv) receive a total of 106,667 options (“Mack Options”) to purchase shares of the Company’s common stock, with 26,667 Mack Options vesting on the effective date and additional tranches of 26,667 Mack Options vesting on each of the first, second, and third anniversaries of the Effective Date, assuming Mack’s continued employment. Each Option is exercisable at a price of $0.30 per share. The Company also agreed to hold harmless and indemnify Mack as authorized or permitted by law and the Company’s governing documents, as the same may be amended from time to time, except for acts constituting negligence or willful misconduct by Mack. The Company agreed to pay Mack a severance in the event the Mack Agreement is terminated by the Company without cause or by Mack for “good reason” or by reason of Mack’s death or disability. On October 4, 2019 Mack resigned from all of his officer and director positions and the Company settled his termination for payment of all accrued expenses, payout of all accrued time and base compensation of $13,315 and retention of his already earned 26,667 options. Mr. Mack has left the Company. In addition, on October 10 th Consulting Agreements On July 15, 2020, we engaged an advisor to provide consulting services under an Investor Relations and Advisory Agreement (the “Advisory Agreement”). Pursuant to the Advisory Agreement, we agreed to pay the Consulting Firm a restricted common stock monthly fee of $5,000 per month for the initial 3 months., $6,250 per month for months 4-6., $7,500 per month for month 7 and after. At CANB’s option, the monthly fee may be payable in part or in whole in cash. Monthly Fee, such amount shall be paid via issuance of restricted common shares of CANB. The shares are to be issued in the name of Tysadco Partners. The number of common shares earned each month shall be calculated and issued on a quarterly basis prior to each 90-day period and based on the value at the closing price on the last day of the preceding period. All common shares earned by the Consultant pursuant to this Agreement shall be issued by CANB on a quarterly basis. CT shall not have registration rights, and the shares may be sold subject to Rule 144. On December 8, 2019, the Company executed a Consulting Agreement with Seacore Capital, Inc. (“Seacore”) for Seacore to serve as the Company’s consultant for stock compensation of a total of 8,333 restricted shares each quarter from 4 th rd Lease Agreements On September 11, 2015, the Company executed a lease agreement with an unrelated third party for office space in Hicksville, New York for a term of 37 months. The lease provides for monthly rentals of $2,922 for lease year 1, $3,009 for lease year 2, and $3,100 for lease year 3. The lease also provides for additional rent based on increases in base year operating expenses and real estate taxes. On August 6, 2018, the Company renewed the lease agreement for a term of 36 months starting November 1, 2018. The lease provides for monthly rentals of $3,193 for lease year 1, $3,289 for lease year 2, and $3,388 for lease year 3. In October 2019, the Company modified and extended the lease agreement for a term of 30 months starting November 1, 2019. The lease provides for monthly rentals of $3,807.05 for year 1 and $3,921.26 for the remaining eighteen months. The original $100,681 right-of-use asset and $90,591 lease liability was adjusted to $103,260 with the modification. The Company leases office space in numerous medical facilities offices under month-to-month agreements. Rent expense for the years ended December 31, 2020 and 202019 was $234,790 and $246,968, respectively. At December 31, 2020, the future minimum lease payments under non-cancellable operating leases were: Year ended December 31, 2021 47,055 Year ended December 31, 2022 15,685 Total $ 62,740 The lease liability of $43,506 at December 31, 2020 as presented in the Consolidated Balance Sheet represents the discounted (at our 10% estimated incremental borrowing rate) value of the future lease payments of $62,740 at December 31, 2020. Major Customers For the twelve months ended December 31, 2020, there were no customers that accounted for more than 10% of total revenues. For the twelve months ended December 31, 2019, there were no customers that accounted for more than 10% of total revenues. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 15 – Related Party Transactions LI Accounting Associates, LLC (LIA), an entity controlled by a relative of the Managing Member PHP, is a vendor of CANB. At December 31, 2020, CANB did not have an account payable due to LIA. For the twelve months ended December 31, 2020, CANB had expenses to LIA of $64,400. During the twelve months ended December 31, 2020, we had products and service sales to related parties totaling $0. |
Prior Period Adjustment
Prior Period Adjustment | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Changes and Error Corrections [Abstract] | |
Prior Period Adjustment | NOTE 16 – Prior Period Adjustment The accompanying consolidated financial statements of the Company have been restated to correct an error made in the prior year. The error relates to an understatement of intangible assets by $283,345 and an understatement of stock- based compensation of $1,308,290. Retained earnings as of December 31, 2020 has been adjusted for the effect of the restatement on the prior year. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 17 – Subsequent Events In accordance with FASB ASC 855, Subsequent Events, the Company has evaluated subsequent events through March 25, 2021, the date on which these consolidated financial statements were available to be issued. There were material subsequent events that required recognition or additional disclosure in these consolidated financial statements as follows: On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus originating in Wuhan, China (the “COVID-19 outbreak”) and the risks to the international community as the virus spreads globally beyond its point of origin. In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve as of the date of this report. As such, it is uncertain as to the full magnitude that the pandemic will have on our financial condition, liquidity, and future results of operations. Management is actively monitoring the impact of the global situation on our financial condition, liquidity, operations, suppliers, industry, and workforce. Given the daily evolution of the COVID-19 outbreak and the global responses to curb its spread, we are not able to estimate the effects of the COVID-19 outbreak on our results of operations, financial condition, or liquidity for the year ended December 31, 2021. On February 8, 2021, the Company’s Board of Directors approved the designation of the Series D Preferred Shares and the number of shares constituting such series, and the rights, powers, preferences, privileges and restrictions relating to such series. On March 27, 2021, the Company filed an amendment to its articles of incorporation to authorize 4,000 shares of a new Series D Preferred Stock with a par value of $0.001 each. All Series D Preferred Shares shall rank senior to all shares of Common Stock of the Company with respect to liquidation preferences and shall rank pari passu On February 22, 2021, the Company entered into a material definitive agreement with its wholly owned subsidiary, Radical Tactical, LLC, a Nevada limited liability company and Imbibe Health Solutions, LLC, a Delaware limited liability company (“Imbibe”), pursuant to which Imbibe agreed to sell certain of its assets to Radical Tactical. The assets to be purchased (“Assets”) include the intellectual property rights, including trademarks, logos, know how, formulations, productions procedures, copyrights, social media accounts, domain names and marketing materials relating to its branded products containing CBD, including a muscle and joint salve, unscented fizzy bath soak, CALM massage oil, Me x 3 Metabolic Energy (energy and dietary supplement), and Muscle, Joints & Back CBD Cryo Gel; inventory; and goodwill. In exchange for the Assets, the Company has agreed to pay Imbibe Sixty-Five Thousand Dollars ($65,000) in the form of shares of common stock of the Company (with standard restricted legend, the “Shares”) at a price per share equal to the average price of the common stock of the Company during the ten (10) consecutive trading days immediately preceding the closing. On March 11, 2021, Company entered into an Asset Acquisition Agreement, which was fully executed on March 17, 2021, with multiple sellers (each, a “Seller” and, collectively, the “Sellers”), pursuant to which the Sellers agreed to sell certain assets to Company, and to transfer such assets to Botanical Biotech, LLC, a newly-formed, wholly-owned subsidiary of the Company (“Transferee” or “BB”). The assets purchased (“BB Assets”) include certain materials and manufacturing equipment; goodwill associated therewith; and marketing or promotional designs, brochures, advertisements, concepts, literature, books, media rights, rights against any other person or entity in respect of any of the foregoing and all other promotional properties, in each case primarily used, developed or acquired by the Sellers for use in connection with the ownership and operation of the BB Assets. In exchange for the BB Assets, the Company originally agreed to pay the Sellers the fair value of the BB Assets, as determined by a neutral third-party appraiser selected by the Company and Sellers. Notwithstanding the foregoing, the parties have agreed that, in lieu of engaging a third-party evaluator, the Company will pay the Seller a maximum of $355,056.78, payable half in the form of cash or cash equivalent and half in the form of restricted shares of common stock of the Company (the “Shares”) at a price per Share equal to the average closing price of the common stock of the Company during the ten (10) consecutive trading days immediately preceding the closing. The Company has agreed to indemnify the Sellers for certain breaches of covenants, representations and warranties and for claims relating to the BB Assets following closing. The Board of Directors had previously designed a Preferred Series C share designation and included that issuance in the Employment Agreements of CEO Marco Alfonsi, CFO, Stanley L. Teeple, and Pure Health Products LLC President Pasquale Ferro in the amount of 200 shares each. Previously the Board had released the issuance of 100 of those shares. The Company released the remaining 100 shares granted under those agreements on March 23, 2021. Out of the 200 each authorized, 50 have been issued to each employee. n January 1, 2021, the Company issued a convertible promissory note to KORR Acquisition Group, Inc. in the principal amount of $175,000 for consulting services provided. The note had a maturity of one year and accrued interest at a rate of 6% per annum. On or around March 26, the Company paid the note in full. KORR used the proceeds from the Note and re-invested it through the Company’s Regulation A offering. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | (a) Principles of Consolidation The consolidated financial statements include the accounts of CANB and its wholly-owned subsidiaries, Pure Health Products, Duramed, Prosperity Radical Tactical and Green Grow Farms. All intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | (b) Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. |
Fair Value of Financial Instruments | (c) Fair Value of Financial Instruments The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, notes receivable, notes and loans payable, accounts payable, and accrued expenses payable. Except for the noncurrent note receivable, the fair value of these financial instruments approximate their carrying amounts reported in the balance sheets due to the short term maturity of these instruments. Based on comparable instruments with similar terms, the fair value of the noncurrent note receivable approximates its carrying value. Pursuant to ASC 820, Fair Value Measurements and Disclosures, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value: Level 1 - applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 - applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 - applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. |
Cash and Cash Equivalents | (d) Cash and Cash Equivalents The Company considers all liquid investments purchased with a maturity of three months or less to be cash equivalents. |
Accounts Receivable | (e) Accounts receivable Accounts receivable are presented in the balance sheet net of the allowance for doubtful accounts. Accounts receivable are written off when they are determined to be uncollectible. The allowance for doubtful accounts is estimated based on the Company’s historical losses, the existing economic conditions in the industry, and the financial stability of its customers. Bad debt expense was $270,919 and $0 for the periods ended December 31, 2020 and 2019. |
Inventory | (f) Inventory Inventories consist of raw materials and finished goods and are stated at the lower of cost or net realizable value. Cost is principally determined using the first-in, first-out (FIFO) method. |
Prepaid Expenses | (g) Prepaid expenses Prepaid expenses include stock-based officer, employee and consulting compensation of $1,216,531 and $2,459,830 at December 31, 2020 and 2019, respectively. The Company’s policy is to record stock-based compensation as prepaids and expense over the term of employment and consulting agreements. |
Property and Equipment, Net | (h) Property and Equipment, Net Property and equipment, net, is stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the respective assets. Maintenance and repairs are charged to operations as incurred. |
Intangible Assets, Net | (i) Intangible Assets, Net Intangible assets, net, are stated at cost less accumulated amortization. Amortization is calculated using the straight-line method over the estimated economic lives of the respective assets. |
Goodwill | (j) Goodwill The Company does not amortize goodwill, but instead tests for impairment at least annually. When conducting the annual impairment test for goodwill, the Company compares the estimated fair value of a reporting unit containing goodwill to its carrying value. If the estimated fair value of the reporting unit is determined to be less than its carrying value, goodwill is reduced, and an impairment loss is recorded. |
Long-lived Assets | (k) Long-lived Assets The Company reviews long-lived assets held and used, intangible assets with finite useful lives and assets held for sale for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If an evaluation of recoverability is required, the estimated undiscounted future cash flows associated with the asset is compared to the asset’s carrying amount to determine if a write-down is required. If the undiscounted cash flows are less than the carrying amount, an impairment loss is recorded to the extent that the carrying amount exceeds the fair value. |
Revenue Recognition | (l) Revenue Recognition The Company recognizes revenue in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, which requires that five basic steps be followed to recognize revenue: (1) a legally enforceable contract that meets criterial standards as to composition and substance is identified; (2) performance obligations relating to provision of goods or services to the customer are identified; (3) the transaction price, with consideration given to any variable, noncash, or other relevant consideration, is determined; (4) the transaction price is allocated to the performance obligations; and (5) revenue is recognized when control of goods or services is transferred to the customer with consideration given, whether that control happens over time or not. Determination of criteria (3) and (4) are based on our management’s judgments regarding the fixed nature of the selling prices of the products and services delivered and the collectability of those amounts. Private Label Customers are wholesale distributors of the Company’s product, under their own wholesale private label brand. The products are made to Company specifications and shipped directly to the wholesaler. The pricing is predicated upon a volume discount negotiated at the time of the placement of the orders. Product is produced and labeled in the Washington manufacturing facility and shipped directly to the Private Label customer who re-distributes to their retail and other customers. The products are fully paid when shipped. Revenue from product sales is recognized when an order has been obtained, the price is fixed and determinable, the product is shipped, title has transferred, and collectability is reasonably assured. The Company’s Duramed Division provides a sam® Pro 2.0 medical device to patients through a doctor program whereby the physician evaluates the patients’ needs for medical necessity, and if determined that the device use would be beneficial, writes a prescription for the patient who signs a rental form, for a 35 day cycle for the unit, that is submitted to Duramed who bills the appropriate insurance company. The insurance company pays the invoice, or a negotiated amount via arbitration, and that revenue is reported as revenue when invoiced to the insurance carrier. The collected amount is reconciled with the invoice amount on a daily basis. |
Cost of Product Sales | (m) Cost of Product Sales The cost of product sale is the total cost incurred to obtain a sale and the cost of the goods sold, and the Company’s policy is to recognize it in the same manner as, and in conjunction with, revenue recognition. Cost of product sale primarily consisted of the costs directly attributable to revenue recognized and includes expenses related to the production, packaging and labeling of our CBD products. |
Stock-Based Compensation | (n) Stock-Based Compensation Stock-based compensation is accounted for at fair value in accordance with Accounting Standards Codification (“ASC”) Topic 718, “Compensation – Stock Compensation” (“ASC718”) and ASC 505-50, “Equity – Based Payments to Non-Employees.” In addition to requiring supplemental disclosures, ASC 718 addresses the accounting for share-based payment transactions in which a company receives goods or services in exchange for (a) equity instruments of the company or (b) liabilities that are based on the fair value of the company’s equity instruments or that may be settled by the issuance of such equity instruments. ASC 718 focuses primarily on accounting for transactions in which a company obtains employee services in share-based payment transactions. In accordance with ASC 505-50, the Company determines the fair value of the stock-based payment as either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. If the fair value of the equity instruments issued is used, it is measured using the stock price and other measurement assumptions as of the earlier of either (1) the date at which a commitment for performance by the counterparty to earn the equity instrument is reached, or (2) the date at which the counterparty’s performance is complete. Options and warrants The fair value of stock options and warrants is estimated on the measurement date using the Black-Scholes model with the following assumptions, which are determined at the beginning of each year and utilized in all calculations for that year: Risk-Free Interest Rate. We utilized the U.S. Treasury yield curve in effect at the time of grant with a term consistent with the expected term of our awards. Expected Volatility. We calculate the expected volatility based on a volatility index of peer companies as we did not have sufficient historical market information to estimate the volatility of our own stock. Dividend Yield. We have not declared a dividend on its common stock since its inception and have no intentions of declaring a dividend in the foreseeable future and therefore used a dividend yield of zero. Expected Term. The expected term of options granted represents the period of time that options are expected to be outstanding. We estimated the expected term of stock options by using the simplified method. For warrants, the expected term represents the actual term of the warrant. Forfeitures. Estimates of option forfeitures are based on our experience. We will adjust our estimate of forfeitures over the requisite service period based on the extent to which actual forfeitures differ, or are expected to differ, from such estimates. Changes in estimated forfeitures will be recognized through a cumulative catch-up adjustment in the period of change and will also impact the amount of compensation expense to be recognized in future periods. |
Advertising | (o) Advertising Advertising costs are expensed as incurred and amounted to $519,922 and $333,441 for the years ended December 31, 2020 and 2019, respectively. |
Research and Development | (p) Research and Development Research and development costs are expensed as incurred. In the period ended December 31, 2020 and 2019 the Company spent $165,000nd $150,000 in research and development which was expenses as spent, respectively. |
Income Taxes | (q) Income Taxes Income taxes are accounted for under the assets and liability method. Current income taxes are provided in accordance with the laws of the respective taxing authorities. Deferred income taxes are provided for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is not more likely than not that some portion or all of the deferred tax assets will be realized. The Company has adopted the provisions required by the Income Taxes topic of the FASB Accounting Standards Codification. The Codification Topic requires the recognition of potential liabilities as a result of management’s acceptance of potentially uncertain positions for income tax treatment on a “more-likely-than-not” probability of an assessment upon examination by a respective taxing authority. The Company believes that it has not taken any uncertain tax positions and thus has not recorded any liability. |
Net Income (Loss) Per Common Share | (r) Net Income (Loss) per Common Share Basic net income (loss) per common share is computed on the basis of the weighted average number of common shares outstanding during the period. Diluted net income (loss) per common share is computed on the basis of the weighted average number of common shares and dilutive securities (such as stock options and convertible securities) outstanding. Dilutive securities having an anti-dilutive effect on diluted net income (loss) per share are excluded from the calculation. For the periods presented, the diluted net loss per share calculation excluded the effect of Series B preferred stocks and stock options outstanding (see Notes 10, 11 and 12). |
Reverse Stock-Split | (s) Reverse Stock-Split On March 2, 2020, the Company filed an amendment to its Articles of Incorporation with the Florida Secretary of State to effect a 300-to-1 reverse stock split of its issued and outstanding, but not authorized, shares of Common Stock, as reported in the Company’s definitive Schedule 14C filed with the Securities and Exchange Commission on December 13, 2019. All disclosures of common shares and per common share data in the accompanying financial statements and related notes reflect the reverse stock split for all periods presented. |
Recent Accounting Pronouncements | (t) Recent Accounting Pronouncements In 2016, the FASB issued ASU 2016-2 (Topic 842) which establishes a new lease accounting model for lessees. Under the new guidance, lessees will be required to recognize right of use assets and liabilities for most leases having terms of 12 months or more. Effective January 1, 2019, we adopted this new accounting guidance using the effective date transition method, which permits entities to apply the new lease standards using a modified retrospective transition approach at the date of adoption. |
Reclassifications | (u) Reclassifications Certain amounts in the prior year consolidated financial statements have been reclassified to conform to the current year presentation. These reclassification adjustments had no effect on the Company’s previously reported net income. |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories consist of: December 31, December 31, Raw materials $ 294,522 $ 708,239 Finished goods 50,432 76,258 Total $ 344,954 $ 784,497 |
Notes Receivable (Tables)
Notes Receivable (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Receivables [Abstract] | |
Schedule of Notes Receivable | Notes receivable consist of: December 31, December 31, Note receivable dated November 30, 2015 from Stock Market Manager, Inc, interest at 3% per annum due November 30, 2020 $ - $ 19,389 Note receivable dated February 8,2019 from an employee, weekly installments of $1,200 with interest at 8% per annum. 2,898 4,879 Total 2,898 24,268 Current portion of notes receivable (2,898 ) (24,268 Noncurrent portion of notes receivable $ - $ - |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property, Plant and Equipment | Property and Equipment, net, consist of: December 31, 2020 December 31, 2019 Furniture & Fixtures $ 21,727 $ 19,018 Office Equipment 12,378 12,378 Manufacturing Equipment 397,230 355,016 Medical Equipment 776,392 783,782 Leasehold Improvements 26,902 21,603 Total 1,234,629 1,191,797 Accumulated depreciation (239,650 ) (116,555 ) Net $ 994,979 $ 1,075,242 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets, net, consist of: December 31, 2020 December 31, 2019 Video conferencing software acquired by Prosperity in December 2009 $ 30,000 $ 30,000 Enterprise and audit software acquired by Prosperity in April 2008 20,000 20,000 Patent costs incurred by WRAP 6,880 6,880 Hemp license and technology - 1,000,000 CBD technology 482,000 482,000 Platform account contract 131,812 - Hemp processing use 85,200 - Other 3,548 3,548 Total 759,440 1,542,428 Accumulated amortization and Impairment (236,431 ) (202,521 ) Net $ 523,009 $ 1,339,907 |
Schedule of Estimated Future Amortization Expense | Estimated future amortization expense are as follows: December 31, Amount 2021 $ 120,513 2022 65,591 2023 65,591 2025 65,591 2026 55,449 Thereafter 150,274 Total $ 523,009 |
Notes and Loans Payable (Tables
Notes and Loans Payable (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Notes and Loans Payable | Notes and loans payable consist of: December 31, December 31, Loan payable to Pasquale Ferro, interest at 12% per annum, due December 2020. $ 224,000 $ 30,000 Note payable to brother of Marco Alfonsi, Chief Executive Officer of the Company, interest at 10% per annum, due August 22, 2016. - 5,000 Note payable to Arena Special Opportunities Partners I, LP, due September 10, 2021. 2,675,239 - Note payable to Arena Special Opportunities Fund, LP, due September 10, 2021. 102,539 - Note payable to U.S. Small Business Administration (PPP), interest at 1% per annum. The note matures in January 2023. Payments are deferred for ten months after the end of the covered period. The Note has been submitted to the SBA for forgiveness withing the bank guidelines. 194,940 - Total Notes and Loan Payable 3,196,718 35,000 Less: Unamortized Finance Cost (1,174,247 ) - Less: Current Portion (1,827,531 ) (35,000 ) Long-term Portion $ 194,940 $ - |
Stock Options and Warrants (Tab
Stock Options and Warrants (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Stock Options and Warrants Activity | A summary of stock options and warrants activity follows: Shares of Common Stock Exercisable Into Stock Options Warrants Total Balance, December 31, 2018 20,167 7,492 27,659 Granted in 2019 56,667 - 56,667 Cancelled in 2019 (167 ) - (167 ) Exercised in 2019 - - - Balance, December 31, 2019 76,667 7,492 84,159 Granted in 2020 1,120,532 3,557,605 4,678,137 Cancelled 2020 - - - Exercised 2020 - - - Balance, December 31, 2020 1,197,199 3,565,097 4,762,296 |
Schedule of Issued and Outstanding Stock Options | Issued and outstanding stock options as of December 31, 2020 consist of: Year Number Outstanding Exercise Year of Granted And Exercisable Price Expiration 2018 20,000 $ 0.30 2023 2019 56,667 $ 0.30 2022 2020 1,120,532 $ 0.361 2025 1,197,199 |
Schedule of Issued and Outstanding Warrants | Issued and outstanding warrants as of December 31, 2020 consist of: Year Number Outstanding Exercise Year of Granted And Exercisable Price Expiration 2010 825 $ 300 2020 2018 6,667 $ 13,034 (a) 2023 2020 3,557,605 $ 1,273,623 2025 Total 3,565,097 (a) 110% of the closing price of the Company’s common stock on the date that the Holder funds the full purchase price of the Note. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Provisions for (Benefits from) Income Taxes | The provisions for (benefits from) income taxes differ from the amounts determined by applying the U.S. Federal income tax rate of 21% to pretax income (loss) as follows: December 31, 2020 2019 Expected income tax (benefit) at 21% $ (1,200,467 ) $ (1,239,160 ) Non-deductible stock-based compensation 474,428 923,470 Non-deductible stock-based interest 94,853 - Increase in deferred income tax assets valuation allowance 631,186 315,690 Provision for (benefit from) income taxes $ - $ - |
Schedule of Deferred Income Tax Assets | Deferred income tax assets consist of: December 31, December 31, 2020 2019 Net operating loss carryforward 1,931,355 1,300,168 Valuation allowance (1,931,355 ) (1,300,168 ) Net $ - $ - |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information | The Company evaluates the performance of the Durable Equipment Products segment based on income (loss) before income taxes, which includes interest income. Durable Equipment Products Three months ended December 31, 2020 Revenue from external customers 367,673 Revenue from other segments - Segment profit 276,226 Segment assets 2,603,379 Twelve months ended December 31, 2020 Revenue from external customers 1,176,220 Revenue from other segments - Segment profit 691,482 Segment assets 2,603,379 Three Months Ended December 31, 2020 Twelve Months Ended December 31, 2020 Total profit for reportable segment $ 278,719 $ 694,828 Other income (expense) - net (2,493 ) (3,346 ) Income before income taxes $ 276,226 $ 691,482 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments Under Non-cancellable Operating Leases | At December 31, 2020, the future minimum lease payments under non-cancellable operating leases were: Year ended December 31, 2021 47,055 Year ended December 31, 2022 15,685 Total $ 62,740 |
Organization and Description _2
Organization and Description of Business (Details Narrative) | Mar. 06, 2020 | Mar. 02, 2020 | Jun. 04, 2013 | Dec. 27, 2010 | Dec. 31, 2020 | Dec. 28, 2018 | Jan. 05, 2015 |
Stockholders' equity, stock split | 10-for-1 forward stock split | ||||||
Stockholders' equity, reverse stock split | 300:1 reverse stock split | 300-to-1 reverse stock split | 1-for-10 reverse stock split | 300:1 reverse stock split | |||
Prosperity Systems, Inc [Member] | |||||||
Business acquisition, percentage | 100.00% | ||||||
Pure Health Products, LLC [Member] | |||||||
Business acquisition, percentage | 100.00% |
Going Concern Uncertainty (Deta
Going Concern Uncertainty (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash and cash equivalents | $ 457,798 | $ 46,540 | |
Working capital | 1,118,857 | ||
Net income loss | 5,716,511 | 5,900,760 | |
Proceeds from sale of common stock | $ 300,000 | $ 3,296,700 | |
Subsequent Event [Member] | |||
Proceeds from sale of common stock | $ 2,716,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Mar. 06, 2020 | Mar. 02, 2020 | Jun. 04, 2013 | Dec. 31, 2020 | Dec. 31, 2019 |
Accounting Policies [Abstract] | |||||
Bad debt expense | $ 270,919 | $ 253,483 | |||
Prepaid expenses | 1,216,531 | 2,459,830 | |||
Advertising costs | 519,922 | 333,441 | |||
Research and development cost | $ 165,000 | $ 150,000 | |||
Stockholders equity, reverse stock split | 300:1 reverse stock split | 300-to-1 reverse stock split | 1-for-10 reverse stock split | 300:1 reverse stock split |
Inventories - Schedule of Inven
Inventories - Schedule of Inventories (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 294,522 | $ 708,239 |
Finished goods | 50,432 | 76,258 |
Total | $ 344,954 | $ 784,497 |
Notes Receivable - Schedule of
Notes Receivable - Schedule of Notes Receivable (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Note receivable, total | $ 2,898 | $ 24,268 |
Current portion of notes receivable | (2,898) | (24,268) |
Noncurrent portion of notes receivable | ||
Employee [Member] | ||
Note receivable, total | 2,898 | 4,879 |
Stock Market Manager, Inc [Member] | ||
Note receivable, total | $ 19,389 |
Notes Receivable - Schedule o_2
Notes Receivable - Schedule of Notes Receivable (Details) (Parenthetical) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Employee [Member] | ||
Note receivable interest rate | 8.00% | 8.00% |
Installments | $ 1,200 | $ 1,200 |
Stock Market Manager, Inc [Member] | ||
Notes receivable due date | Nov. 30, 2020 | Nov. 30, 2020 |
Note receivable interest rate | 3.00% | 3.00% |
Property and Equipment, Net (De
Property and Equipment, Net (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 16,475 | $ 12,627 |
Property and Equipment, Net - S
Property and Equipment, Net - Summary of Property, Plant and Equipment (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Abstract] | ||
Furniture & Fixtures | $ 21,727 | $ 19,018 |
Office Equipment | 12,378 | 12,378 |
Manufacturing Equipment | 397,230 | 355,016 |
Medical Equipment | 776,392 | 783,782 |
Leasehold Improvements | 26,902 | 21,603 |
Total | 1,234,629 | 1,191,797 |
Accumulated depreciation | (239,650) | (116,555) |
Net | $ 994,979 | $ 1,075,242 |
Intangible Assets, Net (Details
Intangible Assets, Net (Details Narrative) - USD ($) | Dec. 12, 2020 | Jun. 23, 2020 | Jun. 22, 2020 | Feb. 20, 2019 | Jan. 14, 2019 | Dec. 31, 2020 | Dec. 31, 2019 |
Shares issued to acquire assets, value | $ 217,012 | ||||||
Cash payments | $ 550,000 | ||||||
Intangible assets, net | $ 0 | ||||||
Mediiusa Group, Inc [Member] | |||||||
Shares issued to acquire assets | 50,000 | 50,000 | |||||
Shares issued to acquire assets, value | $ 15,825 | $ 69,375 | |||||
SRAX, Inc [Member] | |||||||
Shares issued to acquire assets | 185,000 | ||||||
Shares issued to acquire assets, value | $ 131,812 | ||||||
License and Acquisition Agreement [Member] | Hudilab, Inc. [Member] | |||||||
Shares issued to acquire assets | 25,000 | ||||||
Shares issued to acquire assets, value | $ 382,500 | ||||||
Asset Purchase Agreement [Member] | Seven Chakras, LLC [Member] | |||||||
Shares issued to acquire assets | 3,333 | ||||||
Shares issued to acquire assets, value | $ 49,500 | ||||||
Cash payments | $ 50,000 |
Intangible Assets, Net - Schedu
Intangible Assets, Net - Schedule of Intangible Assets and Goodwill (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Patent costs incurred by WRAP | $ 6,880 | $ 6,880 |
Hemp license and technology | 1,000,000 | |
CBD technology | 482,000 | 482,000 |
Platform account contract | 131,812 | |
Hemp processing use | 85,200 | |
Other | 3,548 | 3,548 |
Total | 759,440 | 1,542,428 |
Accumulated amortization and Impairment | (236,431) | (202,521) |
Intangible assets, net | 523,009 | 1,339,907 |
Video Conferencing Software Acquired by Prosperity in December 2009 [Member] | ||
Software acquired | 30,000 | 30,000 |
Enterprise and Audit Software Acquired by Prosperity in April 2008 [Member] | ||
Software acquired | $ 20,000 | $ 20,000 |
Intangible Assets, Net - Sche_2
Intangible Assets, Net - Schedule of Estimated future amortization expense (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2021 | $ 120,513 | |
2022 | 65,591 | |
2023 | 65,591 | |
2025 | 65,591 | |
2026 | 55,449 | |
Thereafter | 150,274 | |
Intangible assets, net | $ 523,009 | $ 1,339,907 |
Notes and Loans Payable - Sched
Notes and Loans Payable - Schedule of Notes and Loans Payable (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Total Notes and Loans Payable | $ 3,196,718 | $ 35,000 |
Less: Unamortized Finance Cost | (1,174,247) | |
Less: Current Portion | (1,827,531) | (35,000) |
Long-term Portion | 194,940 | |
Loan Payable One [Member] | ||
Total Notes and Loans Payable | 224,000 | 30,000 |
Note Payable One [Member] | ||
Total Notes and Loans Payable | 5,000 | |
Note Payable Two [Member] | ||
Total Notes and Loans Payable | 2,675,239 | |
Note Payable Three [Member] | ||
Total Notes and Loans Payable | 102,539 | |
Note Payable Four [Member] | ||
Total Notes and Loans Payable | $ 194,940 |
Notes and Loans Payable - Sch_2
Notes and Loans Payable - Schedule of Notes and Loans Payable (Details) (Parenthetical) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Loan Payable One [Member] | ||
Debt instrument, interest rate | 12.00% | 12.00% |
Debt instrument, maturity date | Dec. 31, 2020 | Dec. 31, 2020 |
Notes Payable One [Member] | ||
Debt instrument, interest rate | 10.00% | |
Debt instrument, maturity date | Aug. 22, 2016 | |
Note Payable Two [Member] | ||
Debt instrument, maturity date | Sep. 10, 2021 | |
Note Payable Three [Member] | ||
Debt instrument, maturity date | Sep. 10, 2021 | |
Note Payable Four [Member] | ||
Debt instrument, interest rate | 1.00% | |
Debt instrument, maturity date | Jan. 31, 2023 |
Preferred Stock (Details Narrat
Preferred Stock (Details Narrative) - USD ($) | Mar. 27, 2021 | Mar. 23, 2021 | Feb. 08, 2021 | Jan. 02, 2021 | Mar. 06, 2020 | Mar. 02, 2020 | Dec. 16, 2019 | Aug. 13, 2019 | Jun. 07, 2019 | May 28, 2019 | May 09, 2019 | May 01, 2019 | Apr. 26, 2019 | Jan. 28, 2019 | Dec. 28, 2018 | Oct. 15, 2018 | Jun. 04, 2013 | Mar. 31, 2021 | May 31, 2019 | Mar. 12, 2019 | Mar. 25, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 |
Stock issued during period, shares, issued for services | ||||||||||||||||||||||||||
Stock issued during the period, value | $ 3,296,700 | |||||||||||||||||||||||||
Stockholders' equity, reverse stock split | 300:1 reverse stock split | 300-to-1 reverse stock split | 1-for-10 reverse stock split | 300:1 reverse stock split | ||||||||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 130,750 | |||||||||||||||||||||||||
Stock issued during the period, value | $ 5,932,000 | |||||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||
Shares issued during the period | 600,000 | 379,555 | ||||||||||||||||||||||||
Stock issued during the period, value | $ 300,000 | $ 3,296,700 | ||||||||||||||||||||||||
Common Stock [Member] | RedDiamond Partners LLC [Member] | ||||||||||||||||||||||||||
Shares issued during the period | 35,666 | 97,607 | 10,726 | 23,710 | 8,581 | 6,436 | 67,405 | |||||||||||||||||||
Consultant [Member] | ||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 435,311 | 27,500 | 122,258 | |||||||||||||||||||||||
Consultant [Member] | Common Stock [Member] | ||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 33,333 | |||||||||||||||||||||||||
Pasquale Ferro [Member] | Employment Agreement [Member] | ||||||||||||||||||||||||||
Amortized vesting period | 4 years | |||||||||||||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||||||||||
Number of convertible shares | 33,334 | 33,334 | ||||||||||||||||||||||||
Preferred stock, voting rights | Each share of Series A Preferred Stock is convertible into 33,334 shares of CANB common stock and is entitled to 66,666 votes. | |||||||||||||||||||||||||
Series A Preferred Stock [Member] | Consultant [Member] | ||||||||||||||||||||||||||
Stock issued in exchange for retirement of shares | 1 | |||||||||||||||||||||||||
Series A Preferred Stock [Member] | Stanley L. Teeple [Member] | Employment Agreement [Member] | ||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 1 | 3 | ||||||||||||||||||||||||
Shares issued during the period | 3 | |||||||||||||||||||||||||
Stock issued during the period, value | $ 1,203,000 | |||||||||||||||||||||||||
Amortized vesting period | 4 years | |||||||||||||||||||||||||
Series A Preferred Stock [Member] | Pasquale Ferro [Member] | Employment Agreement [Member] | ||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 5 | |||||||||||||||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||||||||||||||
Preferred stock, voting rights | The shares of Series B Preferred Stock have no voting rights. | |||||||||||||||||||||||||
Dividend, description | Each share of Series B Preferred Stock has the first preference to dividends, distributions and payments upon liquidation, dissolution and winding-up of the Company, and is entitled to an accrued cumulative but not compounding dividend at the rate of 5% per annum whether or not declared. After six months of the issuance date, such share and any accrued but unpaid dividends can be converted into common stock at the conversion price which is the lower of (i) $0.0101; or (ii) the lower of the dollar volume weighted average price of CANB common stock on the trading day prior to the conversion day or the dollar volume weighted average price of CANB common stock on the conversion day. The shares of Series B Preferred Stock have no voting rights. | |||||||||||||||||||||||||
Preferred stock, dividend rate, percentage | 5.00% | |||||||||||||||||||||||||
Series B Preferred Stock [Member] | RedDiamond Partners LLC [Member] | ||||||||||||||||||||||||||
Stock issued in exchange for retirement of shares | 227,590 | 25,000 | 55,263 | 20,000 | 15,000 | 157,105 | ||||||||||||||||||||
Preferred Stock C [Member] | ||||||||||||||||||||||||||
Number of convertible shares | 25,000 | 25,000 | ||||||||||||||||||||||||
Stock issued during period, shares, issued for services | ||||||||||||||||||||||||||
Stock issued during the period, value | ||||||||||||||||||||||||||
Preferred Stock C [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||
Stock conversion description | Each Preferred C was immediately issuable as common at 25 thousand to one so the total issuance was 1,250,000 common shares for each recipient. | |||||||||||||||||||||||||
Preferred Stock C [Member] | Employment Agreement [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||
Number of convertible shares | 3,750,000 | |||||||||||||||||||||||||
Shares issued during the period | 150 | |||||||||||||||||||||||||
Preferred Stock C [Member] | Stanley L. Teeple [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 50 | |||||||||||||||||||||||||
Preferred Stock C [Member] | Stanley L. Teeple [Member] | Employment Agreement [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||
Shares issued during the period | 100 | 100 | ||||||||||||||||||||||||
Preferred Stock C [Member] | Marco [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 50 | |||||||||||||||||||||||||
Preferred Stock C [Member] | Marco [Member] | Employment Agreement [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||
Shares issued during the period | 100 | 100 | ||||||||||||||||||||||||
Preferred Stock C [Member] | Pasquale Ferro [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 50 | |||||||||||||||||||||||||
Preferred Stock C [Member] | Pasquale Ferro [Member] | Employment Agreement [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||
Shares issued during the period | 100 | 100 | ||||||||||||||||||||||||
Series D Preferred Stock [Member] | ||||||||||||||||||||||||||
Preferred stock, voting rights | Each share of Series D Preferred Stock has 10,000 shares of voting rights only pari passu to common shares voting with no conversion rights and no equity participation. | |||||||||||||||||||||||||
Series D Preferred Stock [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||
Preferred stock, voting rights | Collectively representing 19,500,000 voting shares. | Each Series D Preferred Share shall have voting rights equal to 10,000 shares of Common Stock, adjustable at any recapitalization of the Company's stock. In the event of a liquidation event, whether voluntary or involuntary, each holder shall have a liquidation preference on a per-share amount equal to the par value of such holder's Series D Preferred Shares. | ||||||||||||||||||||||||
Shares issued during the period | 1,950 | |||||||||||||||||||||||||
Series D Preferred Stock [Member] | Stanley L. Teeple [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||
Shares issued during the period | 600 | |||||||||||||||||||||||||
Series D Preferred Stock [Member] | Marco [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||
Shares issued during the period | 600 | |||||||||||||||||||||||||
Series D Preferred Stock [Member] | Pasquale Ferro [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||
Shares issued during the period | 600 |
Common Stock (Details Narrative
Common Stock (Details Narrative) - USD ($) | Jul. 29, 2020 | Feb. 20, 2019 | Feb. 05, 2019 | Jan. 28, 2019 | Jan. 14, 2019 | Mar. 27, 2019 | Mar. 17, 2019 | Mar. 31, 2021 | Mar. 25, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 27, 2019 | Dec. 31, 2020 | Dec. 31, 2019 |
Stock issued during the period, value | $ 3,296,700 | ||||||||||||||||||
Stock issued during period, shares, issued for services | |||||||||||||||||||
Proceeds from issuance of common stock | 300,000 | $ 3,296,700 | |||||||||||||||||
Preferred Stock C [Member] | |||||||||||||||||||
Stock issued during the period, value | |||||||||||||||||||
Shares issued to acquire assets | |||||||||||||||||||
Stock issued during period, shares, issued for services | |||||||||||||||||||
Number of shares issued upon conversion of preferred stock | 25,000 | 25,000 | |||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||
Stock issued during the period, value | $ 5,932,000 | ||||||||||||||||||
Stock issued during period, shares, issued for services | 130,750 | ||||||||||||||||||
Proceeds from issuance of common stock | $ 2,716,000 | ||||||||||||||||||
TZ Wholesale LLC [Member] | |||||||||||||||||||
Stock issued during period, shares, issued for services | 6,667 | ||||||||||||||||||
Iconic Brands [Member] | |||||||||||||||||||
Stock issued during the period | 1,000,000 | ||||||||||||||||||
Stock issued during period shares conversion of convertible securities | 543,715 | ||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||
Stock issued during the period | 600,000 | 379,555 | |||||||||||||||||
Stock issued during the period, value | $ 300,000 | $ 3,296,700 | |||||||||||||||||
Shares issued to acquire assets | 285,000 | ||||||||||||||||||
Consultant [Member] | |||||||||||||||||||
Stock issued during period, shares, issued for services | 145,000 | 111,734 | 18,061 | 51,706 | |||||||||||||||
Members of Advisory Board, Medical Advisory Board, and Sports Advisory Board [Member] | |||||||||||||||||||
Stock issued during period, shares, issued for services | 100,000 | 20,319 | 18,333 | 13,916 | |||||||||||||||
Members of Advisory Board, Medical Advisory Board, and Sports Advisory Board [Member] | |||||||||||||||||||
Stock issued during period, shares, issued for services | 478,715 | ||||||||||||||||||
First Fire Global [Member] | |||||||||||||||||||
Stock issued during period shares conversion of convertible securities | 193,524 | ||||||||||||||||||
Stock Purchase Agreement [Member] | |||||||||||||||||||
Stock issued during the period | 155,241 | 86,207 | |||||||||||||||||
Stock issued during period, shares, issued for services | 600,000 | ||||||||||||||||||
Proceeds from issuance of common stock | $ 300,000 | $ 1,350,600 | $ 750,000 | ||||||||||||||||
License and Acquisition Agreement [Member] | Hudilab, Inc. [Member] | |||||||||||||||||||
Shares issued to acquire assets | 25,000 | ||||||||||||||||||
Asset Purchase Agreement [Member] | Seven Chakras, LLC [Member] | |||||||||||||||||||
Shares issued to acquire assets | 3,333 | ||||||||||||||||||
Executive Employment Agreement [Member] | |||||||||||||||||||
Stock issued during period, shares, issued for services | 30,000 | 5,000 | 16,000 | 4,615 | |||||||||||||||
Joint Venture Agreement [Member] | |||||||||||||||||||
Stock issued during the period | 40,247 | ||||||||||||||||||
Investor Purchase Agreement [Member] | |||||||||||||||||||
Stock issued during period, shares, issued for services | 125,000 | ||||||||||||||||||
Proceeds from issuance of common stock | $ 487,500 | ||||||||||||||||||
Junior Convertible Promissory Note Purchase Agreement [Member] | First Fire Global Opportunities Fund, LLC [Member] | |||||||||||||||||||
Stock issued during period, shares, issued for services | 20,000 | ||||||||||||||||||
Junior Convertible Promissory Note Purchase Agreement [Member] | Labrys Fund, L.P [Member] | |||||||||||||||||||
Stock issued during the period | 24,545 | ||||||||||||||||||
Junior Convertible Promissory Note Purchase Agreement [Member] | Eagle Equities, LLC [Member] | |||||||||||||||||||
Stock issued during the period | 20,000 | ||||||||||||||||||
Junior Convertible Promissory Note Purchase Agreement [Member] | First Fire Global Opportunities Fund, LLC [Member] | |||||||||||||||||||
Stock issued during period, shares, issued for services | 185,000 | 99,508 | |||||||||||||||||
Platform Access Agreement [Member] | SRAX, Inc [Member] | |||||||||||||||||||
Stock issued during the period | 185,000 | ||||||||||||||||||
Hemp Processing Use Agreement [Member] | |||||||||||||||||||
Stock issued during period, shares, issued for services | 50,000 | ||||||||||||||||||
Hemp Processing Use Agreement [Member] | Mediiusa Group, Inc [Member] | |||||||||||||||||||
Stock issued during the period | 50,000 | ||||||||||||||||||
Returnable share Junior Convertible Promissory Note Purchase Agreement [Member] | Labrys Fund, L.P [Member] | |||||||||||||||||||
Stock issued during the period | 118,000 | ||||||||||||||||||
Exchange Agreement [Member] | Iconic Brands, Inc. [Member] | |||||||||||||||||||
Shares issued to acquire assets | 543,715 | ||||||||||||||||||
Acquisition of Inventory [Member] | |||||||||||||||||||
Shares issued to acquire assets | 478,715 | ||||||||||||||||||
Securities Purchase Agreement [Member] | Arena Special Opportunities Partners I, LP [Member] | |||||||||||||||||||
Stock issued during the period | 394,304 | ||||||||||||||||||
Securities Purchase Agreement [Member] | Arena Special Opportunities Fund, LP [Member] | |||||||||||||||||||
Stock issued during the period | 15,133 | ||||||||||||||||||
Asset Acquisition Agreement [Member] | Subsequent Event [Member] | |||||||||||||||||||
Stock issued during the period | 355,057 | ||||||||||||||||||
Note Conversion Agreement [Member] | Common Stock [Member] | Subsequent Event [Member] | |||||||||||||||||||
Stock issued during the period | 355,250 | ||||||||||||||||||
Note Conversion Agreement [Member] | Common Stock One [Member] | Subsequent Event [Member] | |||||||||||||||||||
Stock issued during the period | 600,000 | ||||||||||||||||||
Employment Agreement [Member] | Subsequent Event [Member] | Preferred Stock C [Member] | |||||||||||||||||||
Stock issued during the period | 150 | ||||||||||||||||||
Number of shares issued upon conversion of preferred stock | 3,750,000 | ||||||||||||||||||
Multiple Investors [Member] | Common Stock [Member] | |||||||||||||||||||
Stock issued during period, shares, issued for services | 82,000 | ||||||||||||||||||
Multiple Investors [Member] | Stock Purchase Agreement [Member] | |||||||||||||||||||
Stock issued during the period | 138,107 | ||||||||||||||||||
Stock issued during the period, value | $ 1,196,100 | ||||||||||||||||||
Employees and Officers [Member] | Employee Agreement [Member] | Common Stock [Member] | |||||||||||||||||||
Stock issued during period, shares, issued for services | 3,893 | ||||||||||||||||||
Consultant [Member] | |||||||||||||||||||
Stock issued during period, shares, issued for services | 435,311 | 27,500 | 122,258 | ||||||||||||||||
Consultant [Member] | Common Stock [Member] | |||||||||||||||||||
Stock issued during period, shares, issued for services | 33,333 | ||||||||||||||||||
Medical Advisory Board, and Sports Advisory Board [Member] | |||||||||||||||||||
Stock issued during period, shares, issued for services | 31,335 | 14,167 | |||||||||||||||||
Advisory Board, Medical Advisory Board, and Sports Advisory Board [Member] | |||||||||||||||||||
Stock issued during period, shares, issued for services | 70,000 |
Stock Options and Warrants (Det
Stock Options and Warrants (Details Narrative) - USD ($) | Dec. 29, 2020 | Dec. 09, 2020 | Oct. 15, 2019 | Sep. 09, 2019 | Oct. 21, 2018 | Jun. 11, 2018 | Dec. 31, 2018 | Jun. 30, 2018 | Dec. 31, 2020 | Dec. 31, 2019 |
Granted options | 4,678,137 | 56,667 | ||||||||
Stock options, fair value | $ 118,200 | $ 84,000 | ||||||||
Stock options, share price | $ 11.82 | $ 8.40 | ||||||||
Stock options, expected term | 5 years | 5 years | ||||||||
Stock options, expected volatility rate | 221.96% | 262.00% | ||||||||
stock options, risk-free interest rate | 3.05% | 2.80% | ||||||||
Carl Dilley [Member] | ||||||||||
Granted options | 10,000 | |||||||||
Stock issued in exchange for retirement of shares | 10,000 | |||||||||
Options exercisable for purchase of share | 1 | |||||||||
Exercisable price per share | $ 0.30 | |||||||||
Expiration date | Jun. 11, 2023 | |||||||||
Stanley L. Teeple [Member] | ||||||||||
Granted options | 277,008 | 10,000 | ||||||||
Options exercisable for purchase of share | 1 | |||||||||
Exercisable price per share | $ 0.36 | $ 0.30 | ||||||||
Expiration date | Dec. 29, 2025 | Oct. 1, 2023 | ||||||||
Stock options, fair value | $ 140,997 | |||||||||
Stock options, share price | $ .51 | |||||||||
Stock options, expected term | 5 years | |||||||||
Stock options, expected volatility rate | 168.00% | |||||||||
stock options, risk-free interest rate | 0.41% | |||||||||
Johnny Mack [Member] | ||||||||||
Granted options | 26,667 | |||||||||
Options exercisable for purchase of share | 1 | |||||||||
Exercisable price per share | $ 0.30 | |||||||||
Expiration date | Sep. 9, 2022 | |||||||||
Frederick Alger Boyer [Member] | ||||||||||
Granted options | 10,000 | |||||||||
Options exercisable for purchase of share | 1 | |||||||||
Exercisable price per share | $ 0.30 | |||||||||
Expiration date | Oct. 15, 2022 | |||||||||
Stock options, fair value | $ 63,000 | |||||||||
Stock options, share price | $ 6.30 | |||||||||
Stock options, expected term | 3 years | |||||||||
Stock options, expected volatility rate | 242.00% | |||||||||
stock options, risk-free interest rate | 1.60% | |||||||||
Jr., Ronald A. Silver [Member] | ||||||||||
Granted options | 12,500 | 10,000 | ||||||||
Options exercisable for purchase of share | 1 | 1 | ||||||||
Exercisable price per share | $ 0.50 | $ 0.30 | ||||||||
Expiration date | Dec. 9, 2025 | Oct. 15, 2022 | ||||||||
Stock options, fair value | $ 12,500 | $ 63,000 | ||||||||
Stock options, share price | $ .45 | $ 6.30 | ||||||||
Stock options, expected term | 5 years | 3 years | ||||||||
Stock options, expected volatility rate | 168.00% | 242.00% | ||||||||
stock options, risk-free interest rate | 0.41% | 1.60% | ||||||||
James F. Murphy [Member] | ||||||||||
Granted options | 10,000 | |||||||||
Options exercisable for purchase of share | 1 | |||||||||
Exercisable price per share | $ 0.30 | |||||||||
Expiration date | Oct. 15, 2022 | |||||||||
Stock options, fair value | $ 63,000 | |||||||||
Stock options, share price | $ 6.30 | |||||||||
Stock options, expected term | 3 years | |||||||||
Stock options, expected volatility rate | 242.00% | |||||||||
stock options, risk-free interest rate | 1.60% | |||||||||
Pasquale Ferro [Member] | ||||||||||
Granted options | 277,008 | |||||||||
Options exercisable for purchase of share | 1 | |||||||||
Exercisable price per share | $ 0.36 | |||||||||
Expiration date | Dec. 29, 2025 | |||||||||
Stock options, fair value | $ 140,997 | |||||||||
Stock options, share price | $ .51 | |||||||||
Stock options, expected term | 5 years | |||||||||
Stock options, expected volatility rate | 168.00% | |||||||||
stock options, risk-free interest rate | 0.41% | |||||||||
Phil Scala [Member] | ||||||||||
Granted options | 277,008 | |||||||||
Options exercisable for purchase of share | 1 | |||||||||
Exercisable price per share | $ 0.36 | |||||||||
Expiration date | Dec. 29, 2025 | |||||||||
Stock options, fair value | $ 140,997 | |||||||||
Stock options, share price | $ .51 | |||||||||
Stock options, expected term | 5 years | |||||||||
Stock options, expected volatility rate | 168.00% | |||||||||
stock options, risk-free interest rate | 0.41% | |||||||||
Marco [Member] | ||||||||||
Granted options | 277,008 | |||||||||
Options exercisable for purchase of share | 1 | |||||||||
Exercisable price per share | $ 0.36 | |||||||||
Expiration date | Dec. 29, 2025 | |||||||||
Stock options, fair value | $ 140,997 | |||||||||
Stock options, share price | $ .51 | |||||||||
Stock options, expected term | 5 years | |||||||||
Stock options, expected volatility rate | 168.00% | |||||||||
stock options, risk-free interest rate | 0.41% |
Stock Options and Warrants - Su
Stock Options and Warrants - Summary of Stock Options and Warrants Activity (Details) - shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Beginning balance | 84,159 | 27,659 |
Granted | 4,678,137 | 56,667 |
Cancelled | (167) | |
Exercised | ||
Ending balance | 4,762,296 | 84,159 |
Warrant [Member] | ||
Beginning balance | 7,492 | 7,492 |
Granted | 3,557,605 | |
Cancelled | ||
Exercised | ||
Ending balance | 3,565,097 | 7,492 |
Stock Option [Member] | ||
Beginning balance | 76,667 | 20,167 |
Granted | 1,120,532 | 56,667 |
Cancelled | (167) | |
Exercised | ||
Ending balance | 1,197,199 | 76,667 |
Stock Options and Warrants - Sc
Stock Options and Warrants - Schedule of Issued and Outstanding Stock Options (Details) | 12 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Number of Options Outstanding and Exercisable, Number | 1,197,199 |
Stock Option 2018 [Member] | |
Number of Options Outstanding and Exercisable, Number | 20,000 |
Number of Options Outstanding and Exercisable, Weighted Average Exercise Price | $ / shares | $ 0.30 |
Number of Options Outstanding and Exercisable, Expiration year | 2023 |
Stock Option 2019 [Member] | |
Number of Options Outstanding and Exercisable, Number | 56,667 |
Number of Options Outstanding and Exercisable, Weighted Average Exercise Price | $ / shares | $ 0.30 |
Number of Options Outstanding and Exercisable, Expiration year | 2022 |
Stock Option 2020 [Member] | |
Number of Options Outstanding and Exercisable, Number | 1,120,532 |
Number of Options Outstanding and Exercisable, Weighted Average Exercise Price | $ / shares | $ 0.361 |
Number of Options Outstanding and Exercisable, Expiration year | 2025 |
Stock Options and Warrants - _2
Stock Options and Warrants - Schedule of Issued and Outstanding Warrants (Details) | 12 Months Ended | |
Dec. 31, 2020$ / sharesshares | ||
Warrant [Member] | ||
Number of Warrants Outstanding and Exercisable, Number | 3,565,097 | |
2010 Warrant [Member] | ||
Number of Warrants Outstanding and Exercisable, Number | 825 | |
Number of Warrants Outstanding and Exercisable, Weighted Average Exercise Price | $ / shares | $ 300 | |
Number of Warrants Outstanding and Exercisable, Expiration year | 2020 | |
2018 Warrant [Member] | ||
Number of Warrants Outstanding and Exercisable, Number | 6,667 | |
Number of Warrants Outstanding and Exercisable, Weighted Average Exercise Price | $ / shares | $ 13,034 | [1] |
Number of Warrants Outstanding and Exercisable, Expiration year | 2023 | |
2020 Warrant [Member] | ||
Number of Warrants Outstanding and Exercisable, Number | 3,557,605 | |
Number of Warrants Outstanding and Exercisable, Weighted Average Exercise Price | $ / shares | $ 1,273,623 | |
Number of Warrants Outstanding and Exercisable, Expiration year | 2025 | |
[1] | 110% of the closing price of the Company's common stock on the date that the Holder funds the full purchase price of the Note. |
Stock Options and Warrants - _3
Stock Options and Warrants - Schedule of Issued and Outstanding Warrants (Details) (Parenthetical) | 12 Months Ended |
Dec. 31, 2020 | |
2018 Warrant [Member] | |
Percentage of closing price of common stock funding purchase price | 110.00% |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Federal income tax rate | 21.00% | 21.00% |
Deferred income tax asset, valuation allowance | $ 1,931,355 | $ 1,300,168 |
Operating loss carryforwards | $ 9,196,924 | |
Effective income tax rate reconciliation, change in deferred tax assets valuation allowance, percent | 100.00% | |
Operating loss carryforwards, 2025 | $ 1,369 | |
Operating loss carryforwards, 2026 | 518,390 | |
Operating loss carryforwards, 2027 | 594,905 | |
Operating loss carryforwards, 2028 | 686,775 | |
Operating loss carryforwards, 2029 | 159,141 | |
Operating loss carryforwards, 2030 | 151,874 | |
Operating loss carryforwards, 2031 | 135,096 | |
Operating loss carryforwards, 2032 | 166,911 | |
Operating loss carryforwards, 2033 | 311,890 | |
Operating loss carryforwards, 2034 | 25,511 | |
Operating loss carryforwards, 2035 | 338,345 | |
Operating loss carryforwards, 2036 | 381,638 | |
Operating loss carryforwards, 2037 | 499,288 | |
Operating loss carryforwards, 2038 | 716,858 | |
Operating loss carryforwards, 2039 | 1,503,282 | |
Operating loss carryforwards, 2040 | 3,005,651 | |
Income tax examination, penalties and interest expense |
Income Taxes - Schedule of Prov
Income Taxes - Schedule of Provisions for (Benefits from) Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Expected income tax (benefit) at 21% | $ (1,200,467) | $ (1,239,160) |
Non-deductible stock-based compensation | 474,428 | 923,470 |
Non-deductible stock-based interest | 94,853 | |
Increase in deferred income tax assets valuation allowance | 631,186 | 315,690 |
Provision for (benefit from) income taxes | $ 3,304 | $ 2,084 |
Income Taxes - Schedule of Pr_2
Income Taxes - Schedule of Provisions for (Benefits from) Income Taxes (Details) (Parenthetical) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Federal income tax rate | 21.00% | 21.00% |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Income Tax Assets (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforward | $ 1,931,355 | $ 1,300,168 |
Valuation Allowance | (1,931,355) | (1,300,168) |
Net |
Segment Information (Details Na
Segment Information (Details Narrative) | 12 Months Ended |
Dec. 31, 2020Integer | |
Segment Reporting [Abstract] | |
Number of reportable segments | 1 |
Segment Information - Schedule
Segment Information - Schedule of Segment Reporting Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue from external customers | $ 1,709,669 | $ 2,305,503 | |
Segment assets | $ 5,691,453 | 5,691,453 | 7,214,215 |
Income before income taxes | (5,713,207) | $ (5,898,676) | |
Durable Equipment Products [Member] | |||
Revenue from external customers | 367,673 | 1,176,220 | |
Revenue from other segments | |||
Segment profit | 276,226 | 691,482 | |
Segment assets | 2,603,379 | 2,603,379 | |
Total profit for reportable segment | 278,719 | 694,828 | |
Other income (expense) - net | (2,493) | (3,346) | |
Income before income taxes | $ 276,226 | $ 691,482 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) - USD ($) | Dec. 29, 2020 | Dec. 28, 2020 | Jul. 15, 2020 | Dec. 08, 2019 | Oct. 10, 2019 | Oct. 04, 2019 | Sep. 06, 2019 | May 28, 2019 | Dec. 29, 2018 | Dec. 29, 2018 | Dec. 28, 2018 | Nov. 12, 2018 | Oct. 21, 2018 | Oct. 15, 2018 | Feb. 16, 2018 | Feb. 12, 2018 | Oct. 03, 2017 | May 31, 2019 | Jun. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Oct. 31, 2019 | Aug. 06, 2018 | Sep. 11, 2015 |
Employee cash compensation per month | $ 2,077,713 | $ 2,639,711 | |||||||||||||||||||||||||
Stock issued during period, shares, issued for services | |||||||||||||||||||||||||||
Granted options to purchase stock | 4,678,137 | 56,667 | |||||||||||||||||||||||||
Professional fees | $ 533,213 | $ 287,441 | |||||||||||||||||||||||||
Rent expense | 234,790 | 246,968 | |||||||||||||||||||||||||
Operating lease, right-of-use asset | $ 96,980 | 58,174 | $ 96,980 | ||||||||||||||||||||||||
Lease liability | $ 43,506 | ||||||||||||||||||||||||||
Estimated incremental borrowing rate | 10.00% | ||||||||||||||||||||||||||
Future lease payments | $ 62,740 | ||||||||||||||||||||||||||
Sales Revenue, Net [Member] | No Customer [Member] | |||||||||||||||||||||||||||
Concentration risk percentage | 10.00% | 10.00% | |||||||||||||||||||||||||
Concentration risk, description | More than 10% of total revenues | ||||||||||||||||||||||||||
Preferred Stock C [Member] | |||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | |||||||||||||||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||||||||||||||
Preferred stock, shares issued | 20 | 20 | 20 | ||||||||||||||||||||||||
Pasquale Ferro [Member] | |||||||||||||||||||||||||||
Granted options to purchase stock | 277,008 | ||||||||||||||||||||||||||
Exercisable price per share | $ 0.36 | ||||||||||||||||||||||||||
Marco [Member] | |||||||||||||||||||||||||||
Granted options to purchase stock | 277,008 | ||||||||||||||||||||||||||
Exercisable price per share | $ 0.36 | ||||||||||||||||||||||||||
Stanley L. Teeple [Member] | |||||||||||||||||||||||||||
Granted options to purchase stock | 277,008 | 10,000 | |||||||||||||||||||||||||
Exercisable price per share | $ 0.36 | $ 0.30 | |||||||||||||||||||||||||
Executive Employment Agreement [Member] | |||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 30,000 | 5,000 | 16,000 | 4,615 | |||||||||||||||||||||||
Executive Employment Agreement [Member] | Preferred Stock C [Member] | |||||||||||||||||||||||||||
Preferred stock, shares issued | 200 | ||||||||||||||||||||||||||
Executive Employment Agreement [Member] | Chief Executive Officer [Member] | |||||||||||||||||||||||||||
Base salary per month | $ 15,000 | ||||||||||||||||||||||||||
Incentive stock option plan | 100,000 | ||||||||||||||||||||||||||
Executive Employment Agreement [Member] | Chief Financial Officer [Member] | |||||||||||||||||||||||||||
Base salary per month | 15,000 | ||||||||||||||||||||||||||
Incentive stock option plan | 100,000 | ||||||||||||||||||||||||||
Executive Employment Agreement [Member] | Pasquale Ferro [Member] | |||||||||||||||||||||||||||
Base salary per month | 15,000 | ||||||||||||||||||||||||||
Incentive stock option plan | 100,000 | ||||||||||||||||||||||||||
Executive Employment Agreement [Member] | Philip Scala [Member] | |||||||||||||||||||||||||||
Employee cash compensation per month | $ 100,000 | ||||||||||||||||||||||||||
Executive Employment Agreement [Member] | Philip Scala [Member] | Preferred Stock C [Member] | |||||||||||||||||||||||||||
Preferred stock, shares issued | 20 | ||||||||||||||||||||||||||
Executive Employment Agreement [Member] | Marco [Member] | |||||||||||||||||||||||||||
Employee cash compensation per month | $ 10,000 | ||||||||||||||||||||||||||
New Employment Agreement [Member] | Marco [Member] | |||||||||||||||||||||||||||
Employee cash compensation per month | $ 15,000 | ||||||||||||||||||||||||||
New Employment Agreement [Member] | Marco [Member] | Common Stock [Member] | |||||||||||||||||||||||||||
Number of shares issued as a result of conversion | 30,000,000 | ||||||||||||||||||||||||||
New Employment Agreement [Member] | Andrew W Holtmeyer [Member] | |||||||||||||||||||||||||||
Employee cash compensation per month | $ 15,000 | ||||||||||||||||||||||||||
New Employment Agreement [Member] | Andrew W Holtmeyer [Member] | Common Stock [Member] | |||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 829 | ||||||||||||||||||||||||||
Executive Service Agreement [Member] | David Posel [Member] | |||||||||||||||||||||||||||
Employee cash compensation per month | $ 5,000 | ||||||||||||||||||||||||||
Executive Service Agreement [Member] | David Posel [Member] | Series A Preferred Stock [Member] | |||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 1 | ||||||||||||||||||||||||||
Executive Service Agreement [Member] | Andrew W Holtmeyer [Member] | |||||||||||||||||||||||||||
Employee cash compensation per month | $ 10,000 | ||||||||||||||||||||||||||
Executive Service Agreement [Member] | Andrew W Holtmeyer [Member] | Series A Preferred Stock [Member] | |||||||||||||||||||||||||||
Issuance of shares, description | 3, 2 and 1 share of Series A Preferred Stock at the beginning of each year | ||||||||||||||||||||||||||
Employment Agreement [Member] | Pasquale Ferro [Member] | |||||||||||||||||||||||||||
Employee cash compensation per month | $ 15,000 | ||||||||||||||||||||||||||
Vesting term | 4 years | ||||||||||||||||||||||||||
Employment Agreement [Member] | Pasquale Ferro [Member] | Series A Preferred Stock [Member] | |||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 5 | ||||||||||||||||||||||||||
Employment Agreement [Member] | Stanley L. Teeple [Member] | |||||||||||||||||||||||||||
Employee cash compensation per month | $ 15,000 | ||||||||||||||||||||||||||
Employment Agreement [Member] | Stanley L. Teeple [Member] | Series A Preferred Stock [Member] | |||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 1 | 3 | |||||||||||||||||||||||||
Vesting term | 4 years | ||||||||||||||||||||||||||
New Employment Services Agreement [Member] | Johnny J. Mack [Member] | |||||||||||||||||||||||||||
Employee cash compensation per month | $ 15,000 | ||||||||||||||||||||||||||
Granted options to purchase stock | 106,667 | ||||||||||||||||||||||||||
Number of stock options vesting | 26,667 | ||||||||||||||||||||||||||
Exercisable price per share | $ 0.30 | ||||||||||||||||||||||||||
Accrued employee benefits | $ 13,315 | ||||||||||||||||||||||||||
Retention of options | 26,667 | ||||||||||||||||||||||||||
New Employment Services Agreement [Member] | Johnny J. Mack [Member] | First Anniversary [Member] | |||||||||||||||||||||||||||
Number of stock options vesting | 26,667 | ||||||||||||||||||||||||||
New Employment Services Agreement [Member] | Johnny J. Mack [Member] | Second Anniversary [Member] | |||||||||||||||||||||||||||
Number of stock options vesting | 26,667 | ||||||||||||||||||||||||||
New Employment Services Agreement [Member] | Johnny J. Mack [Member] | Third Anniversary [Member] | |||||||||||||||||||||||||||
Number of stock options vesting | 26,667 | ||||||||||||||||||||||||||
Employee Agreement [Member] | Philip Scala [Member] | |||||||||||||||||||||||||||
Employee cash compensation per month | $ 2,500 | ||||||||||||||||||||||||||
Granted options to purchase stock | 1,667 | ||||||||||||||||||||||||||
Shares issued price per share | $ 0.30 | ||||||||||||||||||||||||||
Investor Relations and Advisory Agreement [Member] | Initial 3 Months [Member] | Restricted Stock [Member] | |||||||||||||||||||||||||||
Professional fees | $ 5,000 | ||||||||||||||||||||||||||
Investor Relations and Advisory Agreement [Member] | 4-6 Months [Member] | Restricted Stock [Member] | |||||||||||||||||||||||||||
Professional fees | 6,250 | ||||||||||||||||||||||||||
Investor Relations and Advisory Agreement [Member] | 7 Months and After [Member] | Restricted Stock [Member] | |||||||||||||||||||||||||||
Professional fees | $ 7,500 | ||||||||||||||||||||||||||
Consulting Agreement [Member] | Restricted Stock [Member] | Seacore Capital Inc. [Member] | |||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 8,333 | ||||||||||||||||||||||||||
Lease Agreement [Member] | Unrelated Third Party [Member] | |||||||||||||||||||||||||||
Initial term of lease | 37 months | ||||||||||||||||||||||||||
Monthly rentals for lease year 1 | $ 2,922 | ||||||||||||||||||||||||||
Monthly rentals for lease year 2 | 3,009 | ||||||||||||||||||||||||||
Monthly rentals for lease year 3 | $ 3,100 | ||||||||||||||||||||||||||
Renewed Lease Agreement [Member] | Unrelated Third Party [Member] | |||||||||||||||||||||||||||
Monthly rentals for lease year 1 | $ 3,807 | $ 3,193 | |||||||||||||||||||||||||
Monthly rentals for lease year 2 | $ 3,921 | 3,289 | |||||||||||||||||||||||||
Monthly rentals for lease year 3 | $ 3,388 | ||||||||||||||||||||||||||
Renewal term of lease | 30 months | 36 months | |||||||||||||||||||||||||
Operating lease, right-of-use asset | $ 100,681 | ||||||||||||||||||||||||||
Lease liability | 90,591 | ||||||||||||||||||||||||||
Adjusted modification of lease liabilities | $ 103,260 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Future Minimum Lease Payments Under Non-cancellable Operating Leases (Details) | Dec. 31, 2020USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Year ended December 31, 2021 | $ 47,055 |
Year ended December 31, 2022 | 15,685 |
Total | $ 62,740 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Products sales to related parties | $ 0 |
LI Accounting Associates, LLC [Member] | |
Related party expense | $ 64,400 |
Prior Period Adjustment (Detail
Prior Period Adjustment (Details Narrative) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Stock Based Compensation [Member] | |
Adjustment amount | $ 1,308,290 |
Intangible Asset [Member] | |
Adjustment amount | $ 283,345 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Mar. 27, 2021 | Mar. 23, 2021 | Mar. 11, 2021 | Feb. 22, 2021 | Feb. 08, 2021 | Jan. 02, 2021 | Mar. 25, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | |||||||
Value of stock issued to purchase assets | $ 217,012 | ||||||||
Series D Preferred Stock [Member] | |||||||||
Preferred stock, voting rights | Each share of Series D Preferred Stock has 10,000 shares of voting rights only pari passu to common shares voting with no conversion rights and no equity participation. | ||||||||
Preferred Stock C [Member] | |||||||||
Value of stock issued to purchase assets | |||||||||
Subsequent Event [Member] | Asset Acquisition Agreement [Member] | |||||||||
Stock issued during the period | 355,057 | ||||||||
Payment to acquire assets | $ 355,057 | ||||||||
Subsequent Event [Member] | Imbibe Health Solutions, LLC [Member] | |||||||||
Value of stock issued to purchase assets | $ 65,000 | ||||||||
Subsequent Event [Member] | KORR Acquisition Group, Inc.[Member] | |||||||||
Debt principal amount | $ 175,000 | ||||||||
Debt term | 1 year | ||||||||
Debt instrument, interest rate | 6.00% | ||||||||
Subsequent Event [Member] | Series D Preferred Stock [Member] | |||||||||
Preferred stock, shares authorized | 4,000 | ||||||||
Preferred stock, par value | $ 0.001 | ||||||||
Preferred stock, voting rights | Collectively representing 19,500,000 voting shares. | Each Series D Preferred Share shall have voting rights equal to 10,000 shares of Common Stock, adjustable at any recapitalization of the Company's stock. In the event of a liquidation event, whether voluntary or involuntary, each holder shall have a liquidation preference on a per-share amount equal to the par value of such holder's Series D Preferred Shares. | |||||||
Stock issued during the period | 1,950 | ||||||||
Subsequent Event [Member] | Series D Preferred Stock [Member] | Marco [Member] | |||||||||
Stock issued during the period | 600 | ||||||||
Subsequent Event [Member] | Series D Preferred Stock [Member] | Pasquale Ferro [Member] | |||||||||
Stock issued during the period | 600 | ||||||||
Subsequent Event [Member] | Series D Preferred Stock [Member] | Stanley L. Teeple [Member] | |||||||||
Stock issued during the period | 600 | ||||||||
Subsequent Event [Member] | Series D Preferred Stock [Member] | Philip Scala [Member] | |||||||||
Stock issued during the period | 150 | ||||||||
Subsequent Event [Member] | Preferred Stock C [Member] | Employment Agreement [Member] | |||||||||
Stock issued during the period | 150 | ||||||||
Issuance of shares description | Out of the 200 each authorized, 50 have been issued to each employee | ||||||||
Subsequent Event [Member] | Preferred Stock C [Member] | Marco [Member] | Employment Agreement [Member] | |||||||||
Stock issued during the period | 100 | 100 | |||||||
Number of shares authorized to issue | 200 | ||||||||
Subsequent Event [Member] | Preferred Stock C [Member] | Pasquale Ferro [Member] | Employment Agreement [Member] | |||||||||
Stock issued during the period | 100 | 100 | |||||||
Number of shares authorized to issue | 200 | ||||||||
Subsequent Event [Member] | Preferred Stock C [Member] | Stanley L. Teeple [Member] | Employment Agreement [Member] | |||||||||
Stock issued during the period | 100 | 100 | |||||||
Number of shares authorized to issue | 200 |