Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | May 28, 2019 | |
Document And Entity Information | ||
Entity Registrant Name | One World Pharma, Inc. | |
Entity Central Index Key | 0001622244 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2019 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Common Stock, Shares Outstanding | 39,922,899 | |
Trading Symbol | OWPC | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2019 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash | $ 1,462,345 | $ 125,846 |
Other current assets | 56,547 | 35,344 |
Inventory | 8,935 | |
Total current assets | 1,527,827 | 161,190 |
Right-of-use asset, net | 268,814 | |
Security deposits | 143,494 | |
Fixed assets, net | 427,329 | 356,439 |
Total Assets | 2,367,464 | 517,629 |
Current liabilities: | ||
Accounts payable | 145,839 | 121,194 |
Accrued expenses | 135,288 | 34,425 |
Current portion of lease liability | 37,517 | |
Convertible note payable | 300,000 | 300,000 |
Advances from shareholders | 464,141 | 514,141 |
Notes payable | 200,000 | 200,000 |
Total current liabilities | 1,282,785 | 1,169,760 |
Long-term lease liability | 232,380 | |
Total Liabilities | 1,515,165 | 1,169,760 |
Stockholders' Equity (Deficit): | ||
Common stock, $0.001 par value, 75,000,000 shares authorized; 39,922,899 and 34,291,905 shares issued and outstanding at March 31, 2019 and December 31, 2018, respectively | 39,923 | 34,292 |
Additional paid-in capital | 4,108,251 | 1,278,352 |
Subscriptions receivable, consisting of 6,012,500 shares at December 31, 2018 | (602) | |
Accumulated other comprehensive loss | (12,377) | (4,090) |
Accumulated (deficit) | (3,283,498) | (1,959,982) |
Total Stockholders' Equity | 852,299 | (652,030) |
Noncontrolling Interest | (101) | |
Total Stockholders' Equity (Deficit) | 852,299 | (652,131) |
Total Liabilities and Stockholders' Equity (Deficit) | $ 2,367,464 | $ 517,629 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 75,000,000 | 75,000,000 |
Common stock, shares issued | 39,922,899 | 34,291,905 |
Common stock, shares outstanding | 39,922,899 | 34,291,905 |
Subscriptions receivable, shares | 6,012,500 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited) - USD ($) | Mar. 31, 2018 | Mar. 31, 2019 |
Income Statement [Abstract] | ||
Revenue: | ||
Expenses: | ||
General and administrative | 479,620 | |
Professional fees | 702,880 | |
Total operating expenses | 1,182,500 | |
Operating loss | (1,182,500) | |
Other income (expense): | ||
Interest income | 101 | |
Interest expense | (141,117) | |
Total other expense | (141,016) | |
Net loss | (1,323,516) | |
Other comprehensive loss: | ||
Loss on foreign currency translation | (8,287) | |
Net other comprehensive loss | $ (1,331,803) | |
Weighted average number of common shares outstanding - basic and fully diluted | 935,656 | 14,618,194 |
Net loss per share - basic and fully diluted | $ 0 | $ (0.09) |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity (Deficit) - USD ($) | Common Stock [Member] | Additional Paid-In Capital [Member] | Subscriptions Receivable [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Accumulated Deficit [Member] | Noncontrolling Interest [Member] | Total |
Balance at Mar. 26, 2018 | |||||||
Balance, shares at Mar. 26, 2018 | |||||||
Consolidation of One World Pharma, Inc. | (349,420) | (349,420) | |||||
Contributed capital on related party acquisition of One World Pharma S.A.S. | 161,889 | 161,889 | |||||
Common stock sold for cash | $ 23,412 | 978,703 | (602) | 1,001,513 | |||
Common stock sold for cash, shares | 23,411,905 | ||||||
Common stock issued for services | $ 680 | 284,920 | 285,600 | ||||
Common stock issued for services, shares | 680,000 | ||||||
Common stock issued for purchase of One World Pharma S.A.S. | $ 10,200 | (9,180) | 1,020 | ||||
Common stock issued for purchase of One World Pharma S.A.S, shares | 10,200,000 | ||||||
Contributed capital | 136,440 | 136,440 | |||||
Beneficial conversion feature on convertible note | 75,000 | 75,000 | |||||
Loss on foreign currency translation | (4,090) | (4,090) | |||||
Net loss | (1,959,982) | (101) | (1,960,083) | ||||
Balance at Dec. 31, 2018 | $ 34,292 | 1,278,352 | (602) | (4,090) | (1,959,982) | (101) | (652,030) |
Balance, shares at Dec. 31, 2018 | 34,291,905 | ||||||
Beneficial conversion feature on convertible note | 125,000 | 125,000 | |||||
Loss on foreign currency translation | (8,287) | (8,287) | |||||
Cash received on subscriptions receivable of OWP Ventures, Inc. | 602 | 602 | |||||
Common stock of OWP Ventures, Inc. sold for cash | $ 3,900 | 1,946,100 | 1,950,000 | ||||
Common stock of OWP Ventures, Inc. sold for cash, shares | 3,900,000 | ||||||
Issuance of common stock of OWP Ventures, Inc. on debt conversion | $ 1,253 | 500,144 | 501,397 | ||||
Issuance of common stock of OWP Ventures, Inc. on debt conversion, shares | 1,253,493 | ||||||
Common stock issued for services, OWP Ventures, Inc | $ 30 | 14,970 | 15,000 | ||||
Common stock issued for services, OWP Ventures, Inc, shares | 30,000 | ||||||
Amortization of common stock options issued for services, OWP Ventures, Inc | 88,297 | 88,297 | |||||
Exchange of OWP Ventures, Inc. shares for One World Pharma, Inc. shares (1:1) | $ 1,323 | (10,730) | 101 | (9,306) | |||
Exchange of OWP Ventures, Inc. shares for One World Pharma, Inc. shares (1:1), shares | 1,322,501 | ||||||
Common stock cancelled pursuant to merger with OWP Ventures, Inc | $ (875) | 875 | |||||
Common stock cancelled pursuant to merger with OWP Ventures, Inc, shares | (875,000) | ||||||
Amortization of common stock options issued for services | 165,243 | 165,243 | |||||
Net loss | (1,323,516) | (1,323,516) | |||||
Balance at Mar. 31, 2019 | $ 39,923 | $ 4,108,251 | $ (12,377) | $ (3,283,498) | $ 852,299 | ||
Balance, shares at Mar. 31, 2019 | 39,922,899 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Cash Flows (Unaudited) - USD ($) | Mar. 31, 2018 | Mar. 31, 2019 |
Cash flows from operating activities | ||
Net loss | $ (1,323,516) | |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization expense | 2,436 | |
Debt discounts | 125,000 | |
Stock-based compensation | 15,000 | |
Amortization of options issued for services | 253,540 | |
Decrease (increase) in assets: | ||
Other current assets | (30,509) | |
Inventory | (8,935) | |
Right-of-use assets | (268,814) | |
Security deposits | (143,494) | |
Increase (decrease) in liabilities: | ||
Accounts payable | 24,645 | |
Accrued expenses | 102,260 | |
Lease liability | 269,897 | |
Net cash used in operating activities | (982,490) | |
Cash flows from investing activities | ||
Purchase of fixed assets | (73,326) | |
Net cash used in investing activities | (73,326) | |
Cash flows from financing activities | ||
Proceeds from convertible note payable | 500,000 | |
Repayment of advances from shareholders | (50,000) | |
Proceeds from subscriptions receivable | 602 | |
Proceeds from sale of common stock | 1,950,000 | |
Net cash provided by financing activities | 2,400,602 | |
Effect of exchange rate changes on cash | (8,287) | |
Net increase (decrease) in cash | 1,336,499 | |
Cash - beginning | 125,846 | |
Cash - ending | 1,462,345 | |
Supplemental disclosures: | ||
Interest paid | ||
Income taxes paid | ||
Non-cash investing and financing transactions: | ||
Fair value of net assets acquired in merger | 9,306 | |
Value of shares issued for conv of debt | 501,397 | |
Beneficial conversion feature | 125,000 | |
Founders shares issued on subscriptions receivable | $ 2,105 |
Nature of Business and Signific
Nature of Business and Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business and Significant Accounting Policies | Note 1 – Nature of Business and Significant Accounting Policies Nature of Business One World Pharma, Inc. (formerly Punto Group, Corp.) was incorporated in Nevada on September 2, 2014. On February 21, 2019, One World Pharma, Inc. (“One World Pharma,” the “Company,” “we,” “our” or “us”) entered into an Agreement and Plan of Merger with OWP Merger Subsidiary, Inc., our wholly-owned subsidiary, and OWP Ventures, Inc. (“OWP Ventures”), which is the parent company of One World Pharma SAS, a Colombian company (“OWP Colombia”). Pursuant to the Merger Agreement, we acquired OWP Ventures (and indirectly, OWP Colombia) by the merger of OWP Merger Subsidiary with and into OWP Ventures, with OWP Ventures being the surviving entity as our wholly-owned subsidiary (the “Merger”). As a result of the Merger (a) holders of the outstanding capital stock of OWP Ventures received an aggregate of 39,475,398 shares of our common stock; (b) options to purchase 825,000 shares of common stock of OWP Ventures at an exercise price of $0.50 automatically converted into options to purchase 825,000 shares of our common stock at an exercise price of $0.50; (c) the outstanding principal and interest under a $300,000 convertible note issued by OWP Ventures became convertible, at the option of the holder, into shares of our common stock at a conversion price equal to the lesser of $0.424 per share or 80% of the price we sell our common stock in a future “Qualified Offering”; (d) 875,000 shares of our common stock owned by OWP Ventures prior to the Merger were cancelled; and (e) OWP Ventures’ chief operating officer became our chief operating officer and two of OWP Ventures’ directors became members of our board of directors. The Company’s headquarters are located in Las Vegas, Nevada, and all of its customers are expected to be outside of the United States. On January 10, 2019, the Company changed its name from Punto Group, Corp. to One World Pharma, Inc. OWP Ventures is a holding company formed in Delaware on March 27, 2018 to enter and support the cannabis industry, and on May 30, 2018, it acquired OWP Colombia. OWP Colombia is a licensed cannabis cultivation, production and distribution (export) company located in Popayán, Colombia (nearest major city is Cali). We plan to be the worldwide industry leader in the production and manufacturing of raw cannabis and hemp plant ingredients for both medical and industrial uses. We have received licenses to cultivate, produce and distribute the raw ingredients of the cannabis and hemp plant for medicinal, scientific and industrial purposes. Specifically, we are one of the only companies in Colombia to receive seed, cultivation, extraction and export licenses from the Colombian government. Currently, we own approximately 30 acres and have a covered greenhouse built specifically to cultivate high-grade cannabis and hemp, with 221 acres available for expansion under an exclusive contract. We planted our first crop of cannabis in 2018, which we began harvesting in the first quarter of 2019. To date, we have not generated any revenues from our activities. The Merger was accounted for as a reverse merger (recapitalization) with OWP Ventures deemed to be the accounting acquirer. Accordingly, the financial statements included in this Quarterly Report on Form 10-Q reflect the historical operations of OWP Ventures and its wholly-owned subsidiary OWP SAS prior to the Merger, and that of the combined company following the Merger. The historical financial information for One World Pharma, Inc. (formerly Punto Group Corp.) prior to the Merger has been omitted. Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) and the rules of the Securities and Exchange Commission (SEC). Intercompany accounts and transactions have been eliminated. The unaudited condensed consolidated financial statements of the Company and the accompanying notes included in this Quarterly Report on Form 10-Q are unaudited. In the opinion of management, all adjustments necessary for a fair presentation of the Condensed Consolidated Financial Statements have been included. Such adjustments are of a normal, recurring nature. The Condensed Consolidated Financial Statements, and the accompanying notes, are prepared in accordance with GAAP and do not contain certain information included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, and Current Report on Form 8-K with respect to the Merger filed with the SEC on February 25, 2019 and amended on April 30, 2019. The interim Condensed Consolidated Financial Statements should be read in conjunction with that Annual Report on Form 10-K and Current Report on Form 8-K. Results for the interim periods presented are not necessarily indicative of the results that might be expected for the entire fiscal year. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the following entities, all of which were under common control and ownership at March 31, 2019: State of Name of Entity Incorporation Relationship One World Pharma, Inc. (1) Nevada Parent OWP Ventures, Inc. (2) Delaware Subsidiary One World Pharma S.A.S. (3) Colombia Subsidiary (1) (2) (3) The consolidated financial statements herein contain the operations of the wholly-owned subsidiaries listed above. The Company’s headquarters are located in Las Vegas, Nevada and substantially all of its production efforts are within Popayán, Colombia. Foreign Currency Translation The functional currency of the Company is Columbian Peso (COP). The Company has maintained its financial statements using the functional currency, and translated those financial statements to the US Dollar (USD) throughout this report. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at rates of exchange prevailing at the balance sheet dates. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Exchange gains or losses arising from foreign currency transactions are included in the determination of net income (loss) for the respective periods. Comprehensive Income The Company has adopted ASC 220, Reporting Comprehensive Income, which establishes standards for reporting and displaying comprehensive income, its components, and accumulated balances in a full-set of general-purpose financial statements. Accumulated other comprehensive income represents the accumulated balance of foreign currency translation adjustments. 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 the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Segment Reporting ASC Topic 280, “Segment Reporting,” requires use of the “management approach” model for segment reporting. The management approach model is based on the way a company’s management organizes segments within the company for making operating decisions and assessing performance. The Company operates as a single segment and will evaluate additional segment disclosure requirements as it expands its operations. Fair Value of Financial Instruments Under FASB ASC 820-10-05, the Financial Accounting Standards Board establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. This Statement reaffirms that fair value is the relevant measurement attribute. The adoption of this standard did not have a material effect on the Company’s financial statements as reflected herein. The carrying amounts of cash, accounts receivable, accounts payable and accrued expenses reported on the balance sheets are estimated by management to approximate fair value primarily due to the short term nature of the instruments. Cash and Cash Equivalents Cash and cash equivalents include cash on hand, cash on deposit with various financial institutions in Columbia, and all highly-liquid investments with original maturities of three months or less at the time of purchase. We have not held any cash equivalents to date. Cash in Excess of FDIC Insured Limits The Company maintains its cash in bank deposit accounts which, at times, may exceed federally insured limits. Accounts are guaranteed by the Federal Deposit Insurance Corporation (FDIC) up to $250,000, under current regulations. The Company had $1,206,762 in excess of FDIC insured limits at March 31, 2019, and has not experienced any losses in such accounts. Revenue Recognition The Company has adopted ASC 606 — Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from the commercial sales of products, licensing agreements and contracts by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied. The Company recognizes revenue when products are fully delivered, or services have been provided and collection is reasonably assured. We have not yet generated any revenue. Inventory Inventories are stated at the lower of cost or market. Cost is determined on a standard cost basis that approximates the first-in, first-out (FIFO) method. Market is determined based on net realizable value. Appropriate consideration is given to obsolescence, excessive levels, deterioration, and other factors in evaluating net realizable value. Our cannabis products consist of cannabis flower grown in-house, along with produced extracts. Stock-Based Compensation The Company accounts for equity instruments issued to employees in accordance with the provisions of ASC 718 Stock Compensation (ASC 718) and Equity-Based Payments to Non-employees pursuant to ASC 505-50 (ASC 505-50). All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date of the fair value of the equity instrument issued is the earlier of the date on which the counterparty’s performance is complete or the date at which a commitment for performance by the counterparty to earn the equity instruments is reached because of sufficiently large disincentives for nonperformance. Basic and Diluted Loss Per Share The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the net loss adjusted on an “as if converted” basis, by the weighted average number of common shares outstanding plus potential dilutive securities. For the periods presented, potential dilutive securities had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share. Adoption of New Accounting Standards and Recently Issued Accounting Pronouncements In June 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting In February 2018, the FASB issued ASU No. 2018-02, Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income In May 2017, the FASB issued ASU 2017-09, Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting In February 2016, the FASB established Topic 842, Leases Targeted Improvements Codification Improvements to Topic 842 Land Easement Practical Expedient for Transition to Topic 842 The new standard became effective January 1, 2019. A modified retrospective transition approach is required, applying the new standard to all leases existing at the date of initial application. An entity may choose to use either (1) its effective date or (2) the beginning of the earliest comparative period presented in the financial statements as its date of initial application. If an entity chooses the second option, the transition requirements for existing leases also apply to leases entered into between the date of initial application and the effective date. The entity must also recast its comparative period financial statements and provide the disclosures required by the new standard for the comparative periods. The Company adopted the new standard on January 1, 2019 using the modified retrospective transition approach as of the effective date of the initial application. Consequently, financial information will not be updated and the disclosures required under the new standard will not be provided for dates and periods before January 1, 2019. The new standard provides a number of optional practical expedients in transition. The Company elected the “package of practical expedients”, which permits entities not to reassess under the new lease standard prior conclusions about lease identification, lease classification and initial direct costs. The Company does not expect to elect the use-of-hindsight or the practical expedient pertaining to land easements. The most significant effects of the adoption of the new standard relate to the recognition of new ROU assets and lease labilities on our balance sheet for office operating leases and providing significant new disclosures about our leasing activities. The new standard also provides practical expedients for an entity’s ongoing accounting. The Company has also elected the short-term leases recognition exemption for all leases that qualify. This means that the Company will not recognize ROU assets or lease liabilities, and this includes not recognizing ROU assets and lease liabilities, for existing short-term leases of those assets in transition. The Company also currently expects to elect the practical expedient to not separate lease and non-lease components for its leases. The new standard did not have a material impact. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers There are no other recently issued accounting pronouncements that the Company has yet to adopt that are expected to have a material effect on its financial position, results of operations, or cash flows. |
Going Concern
Going Concern | 3 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | Note 2 – Going Concern As shown in the accompanying condensed consolidated financial statements as of March 31, 2019, the Company has cash on hand of $1,462,345, working capital of $245,042 and an accumulated deficit of $3,283,498, and the Company’s cash on hand may not be sufficient to sustain operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management is actively pursuing its cannabis cultivation activities and expects to begin revenue generating export operations later in 2019. In addition, the Company is currently seeking additional sources of capital to fund short term operations. Management believes these factors will contribute toward achieving profitability. The accompanying consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of any uncertainty as to the Company’s ability to continue as a going concern. These financial statements also do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Reverse Merger
Reverse Merger | 3 Months Ended |
Mar. 31, 2019 | |
Business Combinations [Abstract] | |
Reverse Merger | Note 3 – Reverse Merger On February 21, 2019, One World Pharma, Inc. entered into an Agreement and Plan of Merger with OWP Merger Subsidiary, Inc., our wholly-owned subsidiary, and OWP Ventures, which is the parent company of OWP Colombia. Pursuant to the Merger Agreement, we acquired OWP Ventures (and indirectly, OWP Colombia) by the merger of OWP Merger Subsidiary with and into OWP Ventures, with OWP Ventures being the surviving entity as our wholly-owned subsidiary. As a result of the Merger (a) holders of the outstanding capital stock of OWP Ventures received an aggregate of 39,475,398 shares of our common stock; (b) options to purchase 825,000 shares of common stock of OWP Ventures at an exercise price of $0.50 automatically converted into options to purchase 825,000 shares of our common stock at an exercise price of $0.50; (c) the outstanding principal and interest under a $300,000 convertible note issued by OWP Ventures became convertible, at the option of the holder, into shares of our common stock at a conversion price equal to the lesser of $0.424 per share or 80% of the price we sell our common stock in a future “Qualified Offering”; (d) 875,000 shares of our common stock owned by OWP Ventures prior to the Merger were cancelled; and (e) OWP Ventures’ chief operating officer became our chief operating officer and two of OWP Ventures’ directors became members of our board of directors. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4 – Related Party Transactions Repayment and Exchanges of Advances from Shareholders In March of 2019, we repaid a total of $50,000 owing to our CEO for loans previously advanced to us. On various dates between October 25, 2018 and November 23, 2018, our CEO advanced funds to the Company totaling $307,141 under short-term unsecured demand loans, bearing interest at 6% per annum. On February 13, 2019, these promissory notes were exchanged for an amended and restated promissory note in the principal amount of $307,141 that bears interest at 6% and is payable upon the earlier of (i) a public or private offering of our equity securities, resulting in gross proceeds of at least $5,000,000, or (ii) February 13, 2022. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2019 | |
Investments, All Other Investments [Abstract] | |
Fair Value of Financial Instruments | Note 5 – Fair Value of Financial Instruments Under FASB ASC 820-10-5, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). The standard outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. Under GAAP, certain assets and liabilities must be measured at fair value, and FASB ASC 820-10-50 details the disclosures that are required for items measured at fair value. The Company has certain financial instruments that must be measured under the new fair value standard. The Company’s financial assets and liabilities are measured using inputs from the three levels of the fair value hierarchy. The three levels are as follows: Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2 - Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs). Level 3 - Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability. The following schedule summarizes the valuation of financial instruments at fair value on a recurring basis in the balance sheet as of March 31, 2019 and December 31, 2018, respectively: Fair Value Measurements at March 31, 2019 Level 1 Level 2 Level 3 Assets Cash $ 1,462,345 $ - $ - Right-of-use asset - 268,814 - Total assets 1,462,345 268,814 - Liabilities Convertible note payable - - 300,000 Advances from shareholders - 464,141 - Notes payable - - 200,000 Lease liability - 269,897 - Total liabilities - (734,038 ) (500,000 ) $ 1,462,345 $ (465,224 ) $ (500,000 ) Fair Value Measurements at December 31, 2018 Level 1 Level 2 Level 3 Assets Cash $ 125,846 $ - $ - Total assets 125,846 - - Liabilities Convertible note payable - - 300,000 Advances from shareholders - 514,141 - Notes payable - - 200,000 Total liabilities - (514,141 ) (500,000 ) $ 125,846 $ (514,141 ) $ (500,000 ) There were no transfers of financial assets or liabilities between Level 1, Level 2 and Level 3 inputs for the three months ended March 31, 2019 or the year ended December 31, 2018. |
Other Current Assets
Other Current Assets | 3 Months Ended |
Mar. 31, 2019 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Current Assets | Note 6 – Other Current Assets Other current assets included the following as of March 31, 2019 and December 31, 2018, respectively: March 31, December 31, 2019 2018 Security deposit $ 4,881 $ 4,494 Prepaid expenses 46,700 30,850 Other receivables 4,966 - Total $ 56,547 $ 35,344 |
Fixed Assets
Fixed Assets | 3 Months Ended |
Mar. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Fixed Assets | Note 7 – Fixed Assets Fixed assets consist of the following at March 31, 2019 and December 31, 2018, respectively: March 31, December 31, 2019 2018 Office equipment $ 24,923 $ 18,314 Furniture and fixtures 27,914 23,595 Software 17,083 - Construction in progress 361,806 316,491 431,726 358,400 Less: accumulated depreciation (4,397 ) (1,961 ) Total $ 427,329 $ 356,439 Construction in progress consists of equipment and capital improvements on the Popayán farm that have not yet been placed in service. Depreciation and amortization expense totaled $2,436 for the three months ended March 31, 2019. |
Accrued Expenses
Accrued Expenses | 3 Months Ended |
Mar. 31, 2019 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Note 8 – Accrued Expenses Accrued expenses consisted of the following at March 31, 2019 and December 31, 2018, respectively: March 31, December 31, 2019 2018 Accrued payroll $ 64,196 $ 6,327 Accrued withholding taxes 31,489 6,387 Accrued ICA fees and contributions 11,959 8,514 Accrued interest 27,644 12,924 Deferred rent obligations - 273 $ 135,288 $ 34,425 |
Convertible Note Payable
Convertible Note Payable | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Convertible Note Payable | Note 9 – Convertible Note Payable Convertible note payable consists of the following at March 31, 2019 and December 31, 2018, respectively: March 31, December 31, 2019 2018 On November 30, 2018, the Company received proceeds of $300,000 on a secured convertible note that carries a 6% interest rate from CSW Ventures, LP (“CSW”). The proceeds were used to fund the Company’s purchase of 875,000 shares of common stock, on a 1:4 split adjusted basis, of One World Pharma, Inc. The Note is due on demand. In the event that the Company consummates the closing of a public or private offering of its equity securities, resulting in gross proceeds of at least $500,000 (“Qualified Financing”) at any time prior to the repayment of this note, then the outstanding principal and unpaid interest may, at the option of the holder, be converted into such equity securities at a conversion price equal to eighty percent (80%) of the purchase price paid by the investors purchasing the equity securities in the Qualified Financing. The Company’s obligations under this Note are secured by a lien on the assets of the Company. $ 300,000 $ 300,000 On January 14, 2019, the Company received proceeds of $500,000 on an unsecured convertible promissory note that carries a 6% interest rate from The Sanguine Group LLC. The Note was due January 14, 2022. In the event that the Company consummated the closing of a public or private offering of its equity securities, resulting in gross proceeds of at least $500,000 (“Qualified Financing”) at any time prior to the repayment of this note, then the outstanding principal and unpaid interest would automatically be converted into such equity securities at a conversion price equal to the lesser of (i) eighty percent (80%) of the purchase price paid by the investors purchasing the equity securities in the Qualified Financing, or (ii) $0.424 per share. The Company’s obligations under this Note were secured by a lien on the assets of the Company. A Qualified Financing subsequently occurred on February 4, 2019, at which time the principal and interest were converted into 1,253,493 shares of the Company’s common stock. - - Less: unamortized debt discounts - - Convertible note payable $ 300,000 $ 300,000 In addition, the Company recognized and measured the embedded beneficial conversion feature present in the convertible notes by allocating a portion of the proceeds equal to the intrinsic value of the feature to additional paid-in-capital. The intrinsic value of the feature was calculated on the commitment date using the effective conversion price of the convertible notes. This intrinsic value is limited to the portion of the proceeds allocated to the convertible debt. The aforementioned accounting treatment resulted in a total debt discount equal to $125,000 and $75,000 for the three months ended March 31, 2019 and the year ended December 31, 2018, respectively. The Company recorded finance expense in the amount of $125,000 for the three months ended March 31, 2019. The convertible note limits the maximum number of shares that can be owned by the note holder as a result of the conversions to common stock to 4.99% of the Company’s issued and outstanding shares. The Company recorded interest expense pursuant to the stated interest rates on the convertible notes in the amount of $5,836 and $125,000 of interest expense related to the debt discount for the three months ended March 31, 2019. |
Advances from Shareholders
Advances from Shareholders | 3 Months Ended |
Mar. 31, 2019 | |
Related Party Transactions [Abstract] | |
Advances from Shareholders | Note 10 – Advances from Shareholders Advances from shareholders consist of the following at March 31, 2019 and December 31, 2018, respectively: March 31, 2019 December 31, 2018 On various dates between May 3, 2018 and November 23, 2018, our CEO advanced short-term unsecured demand loans, bearing interest at 6% per annum, of an aggregate $514,141 to the Company, as follows: $ 10,000 – May 3, 2018 $100,000 – May 3, 2018 $ 82,000 – May 14, 2018 $ 15,000 – May 29, 2018 $ 57,141 – October 25, 2018 $100,000 – October 30, 2018 $ 50,000 – November 9, 2018 $ 50,000 – November 21, 2018 $ 50,000 – November 23, 2018 A total of $50,000 was repaid in March of 2019, and $307,141 was exchanged for the note described below. $ 157,000 $ 514,141 On February 13, 2019, a total of $307,141 of the advances from our CEO received from October 25, 2018 to November 23, 2018, as shown above, were exchanged for an amended and restated promissory note in the principal amount of $307,141 (the “Amended Note”). The Amended Note bears interest at 6% and is payable upon the earlier of (i) a public or private offering of our equity securities, resulting in gross proceeds of at least $5,000,000, or (ii) February 13, 2022. 307,141 - Total advances from shareholders $ 464,141 $ 514,141 The Company recorded interest expense in the amount of $7,322 for the three months ended March 31, 2019. |
Notes Payable
Notes Payable | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 11 – Notes Payable Notes payable consists of the following at March 31, 2019 and December 31, 2018, respectively: March 31, 2019 December 31, 2018 On December 26, 2018, the Company received proceeds of $100,000 from CSW on an unsecured promissory note due on demand that carries a 6% interest rate. $ 100,000 $ 100,000 On November 26, 2018, the Company received proceeds of $100,000 from CSW on an unsecured promissory note due on demand that carries a 6% interest rate. 100,000 100,000 Total notes payable $ 200,000 $ 200,000 The Company recorded interest expense in the amount of $2,959 for the three months ended March 31, 2019. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Leases | Note 12 – Leases The Company’s corporate offices are within leased facilities. The Company doesn’t have any other office or equipment leases subject to the recently adopted ASU 2016-02. This real property lease contains a one-time renewal option for an additional 36 months. In the locations in which it is economically feasible to continue to operate, management expects that lease options will be exercised. The office lease contains provisions requiring payment of property taxes, utilities, insurance, maintenance and other occupancy costs applicable to the leased premise. As the Company’s lease does not provide an implicit discount rate, the Company uses an incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The components of lease expense were as follows: For the Three Months Ended March 31, 2019 Finance lease cost: Amortization of assets $ 9,911 Interest on lease liabilities 4,654 Total lease cost $ 14,565 Supplemental balance sheet information related to leases were as follows: March 31, 2019 Finance lease: Right-of-use asset $ 278,725 Accumulated amortization (9,911 ) Right-of-use asset, net $ 268,814 Current portion of finance lease liability $ 37,517 Long-term finance lease liability 232,380 Total finance lease liability $ 269,897 Weighted average remaining lease term: Operating leases N/A Finance leases 5.75 years Weighted average discount rate: Operating leases N/A Finance leases 6.75 % Supplemental cash flow and other information related to leases was as follows: For the Three Months Ended March 31, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used for finance leases $ 13,482 Leased assets obtained in exchange for lease liabilities: Total operating lease liabilities $ - Total finance lease liabilities $ 278,725 The Company’s maturities of lease liabilities under finance leases as of March 31, 2019 are as follows: Finance Leases 2019 $ 40,716 2020 55,824 2021 57,498 2022 59,223 2023 61,000 Thereafter 52,097 Total 326,358 Less interest 56,461 Present value of lease liabilities 269,897 Less current portion 37,517 Long-term lease liabilities $ 232,380 There were no operating leases as of March 31, 2019. |
Changes in Stockholders' Equity
Changes in Stockholders' Equity | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Changes in Stockholders' Equity | Note 13 – Changes in Stockholders’ Equity One World Pharma is authorized to issue an aggregate of 75,000,000 shares of common stock with a par value of $0.001. As of March 31, 2019, there were 39,922,899 shares of common stock issued and outstanding. The par value of OWP Ventures’ common stock was $0.0001 per share. The par value presented for OWP Ventures’ transactions have been retroactively adjusted to reflect the par value of One World Pharma in this Quarterly Report on Form 10-Q. Reverse Stock Split On January 10, 2019, One World Pharma, Inc. effected a 1-for-4 reverse stock split. No fractional shares were issued, and no cash or other consideration was paid in connection with the Reverse Stock Split. Instead, the Company issued one whole share of the post-Reverse Stock Split common stock to any stockholder who otherwise would have received a fractional share as a result of the Reverse Stock Split. One World Pharma, Inc. was authorized to issue 75,000,000 shares of common stock prior to the Reverse Stock Split, which remains unaffected. The Reverse Stock Split did not have any effect on the stated par value of the common stock. Unless otherwise stated, all share and per share information in this Quarterly Report on Form 10-Q has been retroactively adjusted to reflect the Reverse Stock Split. Cash Received on Subscriptions Receivable On various dates between January 30, 2019 and February 5, 2019, the Company received $602 from two of the Company’s founders for sales of common stock of OWP Ventures during 2018 at $0.001 per share on subscriptions receivable. Common Stock Sales On various dates between January 3, 2019 and February 19, 2019, the Company sold an aggregate 3,900,000 shares of common stock of OWP Ventures at $0.50 per share for total proceeds of $1,950,000. Common Stock Issued for Debt Conversion On February 4, 2019, a total of 1,253,493 shares of common stock of OWP Ventures were issued pursuant to the conversion of $501,397 of convertible debt owed to The Sanguine Group LLC, consisting of $500,000 of principal and $1,397 of interest. Common Stock Issued for Services On February 18, 2019, the Company issued 30,000 shares of common stock of OWP Ventures to a consultant for services. The total fair value of the common stock was $15,000 based recent independent third-party sales at $0.50 per share. Common Stock Options Issued for Services On February 8, 2019, the Company awarded cashless options to a service provider to acquire up to 100,000 shares of common stock of OWP Ventures, exercisable at $0.50 per share over a thirty-six (36) month period from the origination date. The options vest as to (i) 8,333 shares on the 8th day of each subsequent month for the following eleven months, and (ii) 8,337 shares on the one-year anniversary of the effective date. On February 8, 2019, the Company awarded cashless options to one of our directors to acquire up to 125,000 shares of common stock of OWP Ventures, exercisable at $0.50 per share over a thirty-six (36) month period from the origination date. The options vest as to (i) 10,416 shares on the 8th day of each subsequent month for the following eleven months, and (ii) 10,424 shares on the one-year anniversary of the effective date. On January 28, 2019, the Company awarded cashless options to a service provider to acquire up to 500,000 shares of common stock of OWP Ventures, exercisable at $0.50 per share over a thirty-six (36) month period from the origination date. The options vest as to (i) 41,666 shares on the 8th day of each subsequent month for the following eleven months, and (ii) 41,674 shares on the one-year anniversary of the effective date. On January 28, 2019, the Company awarded cashless options to a service provider to acquire up to 100,000 shares of common stock of OWP Ventures, exercisable at $0.50 per share over a thirty-six (36) month period from the origination date. The options vest as to (i) 8,333 shares on the 8th day of each subsequent month for the following eleven months, and (ii) 8,337 shares on the one-year anniversary of the effective date. On October 24, 2018, the Company issued 50,000 shares of common stock of OWP Ventures to a consultant in settlement for services. The total fair value of the common stock was $21,000 based recent independent third-party sales at $0.42 per share. Common Stock Issued for Share Exchange On February 21, 2019, One World Pharma acquired OWP Ventures in the Merger. As a result of the Merger (a) holders of the outstanding capital stock of OWP Ventures received an aggregate of 39,475,398 shares of our common stock; (b) the options described above to purchase 825,000 shares of common stock of OWP Ventures at an exercise price of $0.50 automatically converted into options to purchase 825,000 shares of our common stock at an exercise price of $0.50; (c) the outstanding principal and interest under a $300,000 convertible note issued by OWP Ventures became convertible, at the option of the holder, into shares of our common stock at a conversion price equal to the lesser of $0.424 per share or 80% of the price we sell our common stock in a future “Qualified Offering”; and (d) 875,000 shares of our common stock owned by OWP Ventures prior to the Merger were cancelled. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 14 – Income Taxes The Company accounts for income taxes under FASB ASC 740-10, which requires use of the liability method. FASB ASC 740-10-25 provides that deferred tax assets and liabilities are recorded based on the differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes, referred to as temporary differences. For the three months ended March 31, 2019 and the year ended December 31, 2018, the Company incurred a net operating loss and, accordingly, no provision for income taxes has been recorded. In addition, no benefit for income taxes has been recorded due to the uncertainty of the realization of any tax assets. At March 31, 2019, the Company had approximately $2,620,000 of federal net operating losses. The net operating loss carry forwards, if not utilized, will begin to expire in 2038. Based on the available objective evidence, including the Company’s history of its loss, management believes it is more likely than not that the net deferred tax assets will not be fully realizable. Accordingly, the Company provided for a full valuation allowance against its net deferred tax assets at March 31, 2019 and December 31, 2018, respectively. In accordance with FASB ASC 740, the Company has evaluated its tax positions and determined there are no uncertain tax positions. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 15 – Subsequent Events Repayments of Advances from Shareholders On April 16, 2019, the Company repaid $120,000 of loans previously received from our CEO. |
Nature of Business and Signif_2
Nature of Business and Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Nature of Business | Nature of Business One World Pharma, Inc. (formerly Punto Group, Corp.) was incorporated in Nevada on September 2, 2014. On February 21, 2019, One World Pharma, Inc. (“One World Pharma,” the “Company,” “we,” “our” or “us”) entered into an Agreement and Plan of Merger with OWP Merger Subsidiary, Inc., our wholly-owned subsidiary, and OWP Ventures, Inc. (“OWP Ventures”), which is the parent company of One World Pharma SAS, a Colombian company (“OWP Colombia”). Pursuant to the Merger Agreement, we acquired OWP Ventures (and indirectly, OWP Colombia) by the merger of OWP Merger Subsidiary with and into OWP Ventures, with OWP Ventures being the surviving entity as our wholly-owned subsidiary (the “Merger”). As a result of the Merger (a) holders of the outstanding capital stock of OWP Ventures received an aggregate of 39,475,398 shares of our common stock; (b) options to purchase 825,000 shares of common stock of OWP Ventures at an exercise price of $0.50 automatically converted into options to purchase 825,000 shares of our common stock at an exercise price of $0.50; (c) the outstanding principal and interest under a $300,000 convertible note issued by OWP Ventures became convertible, at the option of the holder, into shares of our common stock at a conversion price equal to the lesser of $0.424 per share or 80% of the price we sell our common stock in a future “Qualified Offering”; (d) 875,000 shares of our common stock owned by OWP Ventures prior to the Merger were cancelled; and (e) OWP Ventures’ chief operating officer became our chief operating officer and two of OWP Ventures’ directors became members of our board of directors. The Company’s headquarters are located in Las Vegas, Nevada, and all of its customers are expected to be outside of the United States. On January 10, 2019, the Company changed its name from Punto Group, Corp. to One World Pharma, Inc. OWP Ventures is a holding company formed in Delaware on March 27, 2018 to enter and support the cannabis industry, and on May 30, 2018, it acquired OWP Colombia. OWP Colombia is a licensed cannabis cultivation, production and distribution (export) company located in Popayán, Colombia (nearest major city is Cali). We plan to be the worldwide industry leader in the production and manufacturing of raw cannabis and hemp plant ingredients for both medical and industrial uses. We have received licenses to cultivate, produce and distribute the raw ingredients of the cannabis and hemp plant for medicinal, scientific and industrial purposes. Specifically, we are one of the only companies in Colombia to receive seed, cultivation, extraction and export licenses from the Colombian government. Currently, we own approximately 30 acres and have a covered greenhouse built specifically to cultivate high-grade cannabis and hemp, with 221 acres available for expansion under an exclusive contract. We planted our first crop of cannabis in 2018, which we began harvesting in the first quarter of 2019. To date, we have not generated any revenues from our activities. The Merger was accounted for as a reverse merger (recapitalization) with OWP Ventures deemed to be the accounting acquirer. Accordingly, the financial statements included in this Quarterly Report on Form 10-Q reflect the historical operations of OWP Ventures and its wholly-owned subsidiary OWP SAS prior to the Merger, and that of the combined company following the Merger. The historical financial information for One World Pharma, Inc. (formerly Punto Group Corp.) prior to the Merger has been omitted. |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) and the rules of the Securities and Exchange Commission (SEC). Intercompany accounts and transactions have been eliminated. The unaudited condensed consolidated financial statements of the Company and the accompanying notes included in this Quarterly Report on Form 10-Q are unaudited. In the opinion of management, all adjustments necessary for a fair presentation of the Condensed Consolidated Financial Statements have been included. Such adjustments are of a normal, recurring nature. The Condensed Consolidated Financial Statements, and the accompanying notes, are prepared in accordance with GAAP and do not contain certain information included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, and Current Report on Form 8-K with respect to the Merger filed with the SEC on February 25, 2019 and amended on April 30, 2019. The interim Condensed Consolidated Financial Statements should be read in conjunction with that Annual Report on Form 10-K and Current Report on Form 8-K. Results for the interim periods presented are not necessarily indicative of the results that might be expected for the entire fiscal year. |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the following entities, all of which were under common control and ownership at March 31, 2019: State of Name of Entity Incorporation Relationship One World Pharma, Inc. (1) Nevada Parent OWP Ventures, Inc. (2) Delaware Subsidiary One World Pharma S.A.S. (3) Colombia Subsidiary (1) (2) (3) The consolidated financial statements herein contain the operations of the wholly-owned subsidiaries listed above. The Company’s headquarters are located in Las Vegas, Nevada and substantially all of its production efforts are within Popayán, Colombia. |
Foreign Currency Translation | Foreign Currency Translation The functional currency of the Company is Columbian Peso (COP). The Company has maintained its financial statements using the functional currency, and translated those financial statements to the US Dollar (USD) throughout this report. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at rates of exchange prevailing at the balance sheet dates. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Exchange gains or losses arising from foreign currency transactions are included in the determination of net income (loss) for the respective periods. |
Comprehensive Income | Comprehensive Income The Company has adopted ASC 220, Reporting Comprehensive Income, which establishes standards for reporting and displaying comprehensive income, its components, and accumulated balances in a full-set of general-purpose financial statements. Accumulated other comprehensive income represents the accumulated balance of foreign currency translation adjustments. |
Use of Estimates | 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 the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Segment Reporting | Segment Reporting ASC Topic 280, “Segment Reporting,” requires use of the “management approach” model for segment reporting. The management approach model is based on the way a company’s management organizes segments within the company for making operating decisions and assessing performance. The Company operates as a single segment and will evaluate additional segment disclosure requirements as it expands its operations. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Under FASB ASC 820-10-05, the Financial Accounting Standards Board establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. This Statement reaffirms that fair value is the relevant measurement attribute. The adoption of this standard did not have a material effect on the Company’s financial statements as reflected herein. The carrying amounts of cash, accounts receivable, accounts payable and accrued expenses reported on the balance sheets are estimated by management to approximate fair value primarily due to the short term nature of the instruments. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include cash on hand, cash on deposit with various financial institutions in Columbia, and all highly-liquid investments with original maturities of three months or less at the time of purchase. We have not held any cash equivalents to date. |
Cash in Excess of FDIC Insured Limits | Cash in Excess of FDIC Insured Limits The Company maintains its cash in bank deposit accounts which, at times, may exceed federally insured limits. Accounts are guaranteed by the Federal Deposit Insurance Corporation (FDIC) up to $250,000, under current regulations. The Company had $1,206,762 in excess of FDIC insured limits at March 31, 2019, and has not experienced any losses in such accounts. |
Revenue Recognition | Revenue Recognition The Company has adopted ASC 606 — Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from the commercial sales of products, licensing agreements and contracts by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied. The Company recognizes revenue when products are fully delivered, or services have been provided and collection is reasonably assured. We have not yet generated any revenue. |
Inventory | Inventory Inventories are stated at the lower of cost or market. Cost is determined on a standard cost basis that approximates the first-in, first-out (FIFO) method. Market is determined based on net realizable value. Appropriate consideration is given to obsolescence, excessive levels, deterioration, and other factors in evaluating net realizable value. Our cannabis products consist of cannabis flower grown in-house, along with produced extracts. |
Stock-based Compensation | Stock-Based Compensation The Company accounts for equity instruments issued to employees in accordance with the provisions of ASC 718 Stock Compensation (ASC 718) and Equity-Based Payments to Non-employees pursuant to ASC 505-50 (ASC 505-50). All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date of the fair value of the equity instrument issued is the earlier of the date on which the counterparty’s performance is complete or the date at which a commitment for performance by the counterparty to earn the equity instruments is reached because of sufficiently large disincentives for nonperformance. |
Basic and Diluted Loss Per Share | Basic and Diluted Loss Per Share The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the net loss adjusted on an “as if converted” basis, by the weighted average number of common shares outstanding plus potential dilutive securities. For the periods presented, potential dilutive securities had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share. |
Adoption of New Accounting Standards and Recently Issued Accounting Pronouncements | Adoption of New Accounting Standards and Recently Issued Accounting Pronouncements In June 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting In February 2018, the FASB issued ASU No. 2018-02, Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income In May 2017, the FASB issued ASU 2017-09, Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting In February 2016, the FASB established Topic 842, Leases Targeted Improvements Codification Improvements to Topic 842 Land Easement Practical Expedient for Transition to Topic 842 The new standard became effective January 1, 2019. A modified retrospective transition approach is required, applying the new standard to all leases existing at the date of initial application. An entity may choose to use either (1) its effective date or (2) the beginning of the earliest comparative period presented in the financial statements as its date of initial application. If an entity chooses the second option, the transition requirements for existing leases also apply to leases entered into between the date of initial application and the effective date. The entity must also recast its comparative period financial statements and provide the disclosures required by the new standard for the comparative periods. The Company adopted the new standard on January 1, 2019 using the modified retrospective transition approach as of the effective date of the initial application. Consequently, financial information will not be updated and the disclosures required under the new standard will not be provided for dates and periods before January 1, 2019. The new standard provides a number of optional practical expedients in transition. The Company elected the “package of practical expedients”, which permits entities not to reassess under the new lease standard prior conclusions about lease identification, lease classification and initial direct costs. The Company does not expect to elect the use-of-hindsight or the practical expedient pertaining to land easements. The most significant effects of the adoption of the new standard relate to the recognition of new ROU assets and lease labilities on our balance sheet for office operating leases and providing significant new disclosures about our leasing activities. The new standard also provides practical expedients for an entity’s ongoing accounting. The Company has also elected the short-term leases recognition exemption for all leases that qualify. This means that the Company will not recognize ROU assets or lease liabilities, and this includes not recognizing ROU assets and lease liabilities, for existing short-term leases of those assets in transition. The Company also currently expects to elect the practical expedient to not separate lease and non-lease components for its leases. The new standard did not have a material impact. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers There are no other recently issued accounting pronouncements that the Company has yet to adopt that are expected to have a material effect on its financial position, results of operations, or cash flows. |
Nature of Business and Signif_3
Nature of Business and Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Common Control and Ownership Interest | The accompanying consolidated financial statements include the accounts of the following entities, all of which were under common control and ownership at March 31, 2019: State of Name of Entity Incorporation Relationship One World Pharma, Inc. (1) Nevada Parent OWP Ventures, Inc. (2) Delaware Subsidiary One World Pharma S.A.S. (3) Colombia Subsidiary (1) (2) (3) |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Investments, All Other Investments [Abstract] | |
Schedule of Valuation of Financial Instruments at Fair Value on a Recurring Basis | The following schedule summarizes the valuation of financial instruments at fair value on a recurring basis in the balance sheet as of March 31, 2019 and December 31, 2018, respectively: Fair Value Measurements at March 31, 2019 Level 1 Level 2 Level 3 Assets Cash $ 1,462,345 $ - $ - Right-of-use asset - 268,814 - Total assets 1,462,345 268,814 - Liabilities Convertible note payable - - 300,000 Advances from shareholders - 464,141 - Notes payable - - 200,000 Lease liability - 269,897 - Total liabilities - (734,038 ) (500,000 ) $ 1,462,345 $ (465,224 ) $ (500,000 ) Fair Value Measurements at December 31, 2018 Level 1 Level 2 Level 3 Assets Cash $ 125,846 $ - $ - Total assets 125,846 - - Liabilities Convertible note payable - - 300,000 Advances from shareholders - 514,141 - Notes payable - - 200,000 Total liabilities - (514,141 ) (500,000 ) $ 125,846 $ (514,141 ) $ (500,000 ) |
Other Current Assets (Tables)
Other Current Assets (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other Current Assets | Other current assets included the following as of March 31, 2019 and December 31, 2018, respectively: March 31, December 31, 2019 2018 Security deposit $ 4,881 $ 4,494 Prepaid expenses 46,700 30,850 Other receivables 4,966 - Total $ 56,547 $ 35,344 |
Fixed Assets (Tables)
Fixed Assets (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Fixed Assets | Fixed assets consist of the following at March 31, 2019 and December 31, 2018, respectively: March 31, December 31, 2019 2018 Office equipment $ 24,923 $ 18,314 Furniture and fixtures 27,914 23,595 Software 17,083 - Construction in progress 361,806 316,491 431,726 358,400 Less: accumulated depreciation (4,397 ) (1,961 ) Total $ 427,329 $ 356,439 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consisted of the following at March 31, 2019 and December 31, 2018, respectively: March 31, December 31, 2019 2018 Accrued payroll $ 64,196 $ 6,327 Accrued withholding taxes 31,489 6,387 Accrued ICA fees and contributions 11,959 8,514 Accrued interest 27,644 12,924 Deferred rent obligations - 273 $ 135,288 $ 34,425 |
Convertible Note Payable (Table
Convertible Note Payable (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Note Payable | Convertible note payable consists of the following at March 31, 2019 and December 31, 2018, respectively: March 31, December 31, 2019 2018 On November 30, 2018, the Company received proceeds of $300,000 on a secured convertible note that carries a 6% interest rate from CSW Ventures, LP (“CSW”). The proceeds were used to fund the Company’s purchase of 875,000 shares of common stock, on a 1:4 split adjusted basis, of One World Pharma, Inc. The Note is due on demand. In the event that the Company consummates the closing of a public or private offering of its equity securities, resulting in gross proceeds of at least $500,000 (“Qualified Financing”) at any time prior to the repayment of this note, then the outstanding principal and unpaid interest may, at the option of the holder, be converted into such equity securities at a conversion price equal to eighty percent (80%) of the purchase price paid by the investors purchasing the equity securities in the Qualified Financing. The Company’s obligations under this Note are secured by a lien on the assets of the Company. $ 300,000 $ 300,000 On January 14, 2019, the Company received proceeds of $500,000 on an unsecured convertible promissory note that carries a 6% interest rate from The Sanguine Group LLC. The Note was due January 14, 2022. In the event that the Company consummated the closing of a public or private offering of its equity securities, resulting in gross proceeds of at least $500,000 (“Qualified Financing”) at any time prior to the repayment of this note, then the outstanding principal and unpaid interest would automatically be converted into such equity securities at a conversion price equal to the lesser of (i) eighty percent (80%) of the purchase price paid by the investors purchasing the equity securities in the Qualified Financing, or (ii) $0.424 per share. The Company’s obligations under this Note were secured by a lien on the assets of the Company. A Qualified Financing subsequently occurred on February 4, 2019, at which time the principal and interest were converted into 1,253,493 shares of the Company’s common stock. - - Less: unamortized debt discounts - - Convertible note payable $ 300,000 $ 300,000 |
Advances from Shareholders (Tab
Advances from Shareholders (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Related Party Transactions [Abstract] | |
Schedule of Advances from Shareholders | Advances from shareholders consist of the following at March 31, 2019 and December 31, 2018, respectively: March 31, 2019 December 31, 2018 On various dates between May 3, 2018 and November 23, 2018, our CEO advanced short-term unsecured demand loans, bearing interest at 6% per annum, of an aggregate $514,141 to the Company, as follows: $ 10,000 – May 3, 2018 $100,000 – May 3, 2018 $ 82,000 – May 14, 2018 $ 15,000 – May 29, 2018 $ 57,141 – October 25, 2018 $100,000 – October 30, 2018 $ 50,000 – November 9, 2018 $ 50,000 – November 21, 2018 $ 50,000 – November 23, 2018 A total of $50,000 was repaid in March of 2019, and $307,141 was exchanged for the note described below. $ 157,000 $ 514,141 On February 13, 2019, a total of $307,141 of the advances from our CEO received from October 25, 2018 to November 23, 2018, as shown above, were exchanged for an amended and restated promissory note in the principal amount of $307,141 (the “Amended Note”). The Amended Note bears interest at 6% and is payable upon the earlier of (i) a public or private offering of our equity securities, resulting in gross proceeds of at least $5,000,000, or (ii) February 13, 2022. 307,141 - Total advances from shareholders $ 464,141 $ 514,141 |
Notes Payable (Tables)
Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | Notes payable consists of the following at March 31, 2019 and December 31, 2018, respectively: March 31, 2019 December 31, 2018 On December 26, 2018, the Company received proceeds of $100,000 from CSW on an unsecured promissory note due on demand that carries a 6% interest rate. $ 100,000 $ 100,000 On November 26, 2018, the Company received proceeds of $100,000 from CSW on an unsecured promissory note due on demand that carries a 6% interest rate. 100,000 100,000 Total notes payable $ 200,000 $ 200,000 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Schedule of Components of Lease Expense | The components of lease expense were as follows: For the Three Months Ended March 31, 2019 Finance lease cost: Amortization of assets $ 9,911 Interest on lease liabilities 4,654 Total lease cost $ 14,565 |
Schedule of Supplemental Balance Sheet Information Related to Leases | Supplemental balance sheet information related to leases were as follows: March 31, 2019 Finance lease: Right-of-use asset $ 278,725 Accumulated amortization (9,911 ) Right-of-use asset, net $ 268,814 Current portion of finance lease liability $ 37,517 Long-term finance lease liability 232,380 Total finance lease liability $ 269,897 Weighted average remaining lease term: Operating leases N/A Finance leases 5.75 years Weighted average discount rate: Operating leases N/A Finance leases 6.75 % |
Schedule of Supplemental Cash Flow Related to Leases | Supplemental cash flow and other information related to leases was as follows: For the Three Months Ended March 31, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used for finance leases $ 13,482 Leased assets obtained in exchange for lease liabilities: Total operating lease liabilities $ - Total finance lease liabilities $ 278,725 |
Schedule of Finance Lease Liability Maturity | The Company’s maturities of lease liabilities under finance leases as of March 31, 2019 are as follows: Finance Leases 2019 $ 40,716 2020 55,824 2021 57,498 2022 59,223 2023 61,000 Thereafter 52,097 Total 326,358 Less interest 56,461 Present value of lease liabilities 269,897 Less current portion 37,517 Long-term lease liabilities $ 232,380 |
Nature of Business and Signif_4
Nature of Business and Significant Accounting Policies (Details Narrative) | Feb. 21, 2019USD ($)$ / sharesshares | Mar. 31, 2018USD ($) | Mar. 31, 2019USD ($)Number |
Proceeds from issuance convertible note | $ | $ 500,000 | ||
FDIC insured amount | $ | 250,000 | ||
Cash in excess of FDIC | $ | $ 1,206,762 | ||
Merger Agreement [Member] | |||
Options to purchase common stock | shares | 825,000 | ||
Common stock exercise price | $ / shares | $ 0.50 | ||
Merger Agreement [Member] | OWP Ventures, Inc. [Member] | |||
Number of stock issued | shares | 39,475,398 | ||
Options to purchase common stock | shares | 825,000 | ||
Common stock exercise price | $ / shares | $ 0.50 | ||
Proceeds from issuance convertible note | $ | $ 300,000 | ||
Conversion price | $ / shares | $ 0.424 | ||
Number of shares cancelled | shares | 875,000 | ||
Nature of business, description | As a result of the Merger (a) holders of the outstanding capital stock of OWP Ventures received an aggregate of 39,475,398 shares of our common stock; (b) options to purchase 825,000 shares of common stock of OWP Ventures at an exercise price of $0.50 automatically converted into options to purchase 825,000 shares of our common stock at an exercise price of $0.50; (c) the outstanding principal and interest under a $300,000 convertible note issued by OWP Ventures became convertible, at the option of the holder, into shares of our common stock at a conversion price equal to the lesser of $0.424 per share or 80% of the price we sell our common stock in a future "Qualified Offering"; (d) 875,000 shares of our common stock owned by OWP Ventures prior to the Merger were cancelled; and (e) OWP Ventures' chief operating officer became our chief operating officer and two of OWP Ventures' directors became members of our board of directors. | ||
Number of operating segments | Number | 1 |
Nature of Business and Signif_5
Nature of Business and Significant Accounting Policies - Schedule of Common Control and Ownership Interest (Details) | 3 Months Ended | |
Mar. 31, 2019 | ||
Name of Entity | One World Pharma, Inc. | |
One World Pharma, Inc [Member] | ||
Name of Entity | One World Pharma, Inc | |
State of Incorporation | Nevada | [1] |
Relationship | Parent | [1] |
OWP Ventures, Inc. [Member] | ||
Name of Entity | OWP Ventures, Inc. | |
State of Incorporation | Delaware | [2] |
Relationship | Subsidiary | [2] |
One World Pharma S.A.S. [Member] | ||
Name of Entity | One World Pharma S.A.S. | |
State of Incorporation | Colombia | [3] |
Relationship | Subsidiary | [3] |
[1] | Holding company in the form of a corporation. | |
[2] | Holding company in the form of a corporation and wholly-owned subsidiary of One World Pharma, Inc. | |
[3] | Wholly-owned subsidiary of OWP Ventures, Inc. since May 30, 2018, located in Colombia and legally constituted as a simplified stock company registered in the Chamber of Commerce of Bogota on July 18, 2017. Its headquarters are located in Bogota. |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2018 | Mar. 26, 2018 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Cash on hand | $ 1,462,345 | $ 125,846 | ||
Working capital | 245,042 | |||
Accumulated deficit | $ 3,283,498 | $ 1,959,982 |
Reverse Merger (Details Narrati
Reverse Merger (Details Narrative) - USD ($) | Feb. 21, 2019 | Mar. 31, 2018 | Mar. 31, 2019 |
Proceeds from issuance convertible note | $ 500,000 | ||
Merger Agreement [Member] | |||
Options to purchase common stock | 825,000 | ||
Common stock exercise price | $ 0.50 | ||
Merger Agreement [Member] | OWP Ventures, Inc. [Member] | |||
Number of stock issued | 39,475,398 | ||
Options to purchase common stock | 825,000 | ||
Common stock exercise price | $ 0.50 | ||
Proceeds from issuance convertible note | $ 300,000 | ||
Conversion price | $ 0.424 | ||
Number of shares cancelled | 875,000 | ||
Nature of business, description | As a result of the Merger (a) holders of the outstanding capital stock of OWP Ventures received an aggregate of 39,475,398 shares of our common stock; (b) options to purchase 825,000 shares of common stock of OWP Ventures at an exercise price of $0.50 automatically converted into options to purchase 825,000 shares of our common stock at an exercise price of $0.50; (c) the outstanding principal and interest under a $300,000 convertible note issued by OWP Ventures became convertible, at the option of the holder, into shares of our common stock at a conversion price equal to the lesser of $0.424 per share or 80% of the price we sell our common stock in a future "Qualified Offering"; (d) 875,000 shares of our common stock owned by OWP Ventures prior to the Merger were cancelled; and (e) OWP Ventures' chief operating officer became our chief operating officer and two of OWP Ventures' directors became members of our board of directors. |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Mar. 31, 2018 | Mar. 31, 2019 | Feb. 13, 2019 | Dec. 31, 2018 | Nov. 23, 2018 | Oct. 25, 2018 |
Repayment of loan from related party | $ 50,000 | |||||
Advance from affiliates | 464,141 | $ 514,141 | ||||
Proceeds from private offering | $ 5,000,000 | |||||
Promissory Notes [Member] | ||||||
Interest rate | 6.00% | |||||
Debt principal amount | $ 307,141 | |||||
CEO [Member] | ||||||
Advance from affiliates | $ 307,141 | $ 307,141 | ||||
Interest rate | 6.00% | 6.00% |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Schedule of Valuation of Financial Instruments at Fair Value on a Recurring Basis (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Level 1 [Member] | ||
Cash | $ 1,462,345 | $ 125,846 |
Right-of-use asset | ||
Total assets | 1,462,345 | 125,846 |
Convertible note payable | ||
Advances from shareholders | ||
Notes payable | ||
Lease liability | ||
Total liabilities | ||
Total assets and liabilities | 1,462,345 | 125,846 |
Level 2 [Member] | ||
Cash | ||
Right-of-use asset | 268,814 | |
Total assets | 268,814 | |
Convertible note payable | ||
Advances from shareholders | 464,141 | 514,141 |
Notes payable | ||
Lease liability | 269,897 | |
Total liabilities | (734,038) | (514,141) |
Total assets and liabilities | (465,224) | (514,141) |
Level 3 [Member] | ||
Cash | ||
Right-of-use asset | ||
Total assets | ||
Convertible note payable | 300,000 | 300,000 |
Advances from shareholders | ||
Notes payable | 200,000 | 200,000 |
Lease liability | ||
Total liabilities | (500,000) | (500,000) |
Total assets and liabilities | $ (500,000) | $ (500,000) |
Other Current Assets - Schedule
Other Current Assets - Schedule of Other Current Assets (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Security deposit | $ 4,881 | $ 4,494 |
Prepaid expenses | 46,700 | 30,850 |
Other receivables | 4,966 | |
Total | $ 56,547 | $ 35,344 |
Fixed Assets (Details Narrative
Fixed Assets (Details Narrative) - USD ($) | Mar. 31, 2018 | Mar. 31, 2019 |
Property, Plant and Equipment [Abstract] | ||
Depreciation and amortization expense | $ 2,436 |
Fixed Assets - Schedule of Fixe
Fixed Assets - Schedule of Fixed Assets (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Fixed assets, gross | $ 431,726 | $ 358,400 |
Less: accumulated depreciation | (4,397) | (1,961) |
Total | 427,329 | 356,439 |
Office Equipment [Member] | ||
Fixed assets, gross | 24,923 | 18,314 |
Furniture and Fixtures [Member] | ||
Fixed assets, gross | 27,914 | 23,595 |
Software [Member] | ||
Fixed assets, gross | 17,083 | |
Construction in Progress [Member] | ||
Fixed assets, gross | $ 361,806 | $ 316,491 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Payables and Accruals [Abstract] | ||
Accrued payroll | $ 64,196 | $ 6,327 |
Accrued withholding taxes | 31,489 | 6,387 |
Accrued ICA fees and contributions | 11,959 | 8,514 |
Accrued interest | 27,644 | 12,924 |
Deferred rent obligations | 273 | |
Accrued Expenses | $ 135,288 | $ 34,425 |
Convertible Note Payable (Detai
Convertible Note Payable (Details Narrative) - USD ($) | Mar. 31, 2018 | Mar. 31, 2019 | Dec. 31, 2018 |
Debt Disclosure [Abstract] | |||
Debt discount | $ 125,000 | $ 75,000 | |
Finance expense | $ 125,000 | ||
Common stock percentage | 4.99% | ||
Interest expense | $ 5,836 | ||
Interest expense related to the debt discount | $ 125,000 |
Convertible Note Payable - Sche
Convertible Note Payable - Schedule of Convertible Note Payable (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Less: unamortized debt discounts | ||
Convertible note payable | 300,000 | 300,000 |
Convertible Note Payable One [Member] | ||
Convertible note payable, gross | 300,000 | 300,000 |
Convertible Note Payable Two [Member] | ||
Convertible note payable, gross |
Convertible Note Payable - Sc_2
Convertible Note Payable - Schedule of Convertible Note Payable (Details) (Parenthetical) - USD ($) | Jan. 14, 2019 | Nov. 30, 2018 | Mar. 31, 2018 | Mar. 31, 2019 |
Proceeds from convertible debt | $ 500,000 | |||
Convertible Note Payable One [Member] | ||||
Number of shares issued | 875,000 | |||
Stock split ratio | 1:4 split | |||
Proceeds from equity securities | $ 500,000 | |||
Conversion price percentage | 80.00% | |||
Convertible Note Payable One [Member] | CSW Ventures, LP [Member] | ||||
Proceeds from convertible debt | $ 300,000 | |||
Debt interest rate | 6.00% | |||
Convertible Note Payable Two [Member] | ||||
Proceeds from convertible debt | $ 500,000 | |||
Debt interest rate | 6.00% | |||
Proceeds from equity securities | $ 500,000 | |||
Conversion price percentage | 80.00% | |||
Debt maturity date | Jan. 14, 2022 | |||
Conversion price | $ 0.424 | |||
Debt converted into shares | 1,253,493 |
Advances from Shareholders (Det
Advances from Shareholders (Details Narrative) | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Related Party Transactions [Abstract] | |
Interest expense | $ 7,322 |
Advances from Shareholders - Sc
Advances from Shareholders - Schedule of Advances from Shareholders (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 | May 03, 2018 |
Total advances from shareholders | $ 464,141 | $ 514,141 | |
Short-Term Unsecured Demand Loans One[Member] | |||
Total advances from shareholders | 157,000 | 514,141 | $ 100,000 |
Short-Term Unsecured Demand Loans Two [Member] | |||
Total advances from shareholders | $ 307,141 |
Advances from Shareholders - _2
Advances from Shareholders - Schedule of Advances from Shareholders (Details) (Parenthetical) - USD ($) | Mar. 31, 2018 | Mar. 31, 2019 | Feb. 13, 2019 | Dec. 31, 2018 | Nov. 23, 2018 | Nov. 21, 2018 | Nov. 09, 2018 | Oct. 30, 2018 | Oct. 25, 2018 | May 29, 2018 | May 14, 2018 | May 03, 2018 |
Advance from affiliates | $ 464,141 | $ 514,141 | ||||||||||
Repayment of loan from related party | 50,000 | |||||||||||
Proceeds from private offering | $ 5,000,000 | |||||||||||
CEO [Member] | ||||||||||||
Debt interest rate | 6.00% | 6.00% | ||||||||||
Advance from affiliates | $ 307,141 | $ 307,141 | ||||||||||
Short-Term Unsecured Demand Loans [Member] | ||||||||||||
Debt interest rate | 6.00% | |||||||||||
Advance from affiliates | $ 514,141 | $ 50,000 | $ 50,000 | $ 50,000 | $ 100,000 | $ 57,141 | $ 15,000 | $ 82,000 | $ 10,000 | |||
Short-Term Unsecured Demand Loans One[Member] | ||||||||||||
Advance from affiliates | $ 157,000 | $ 514,141 | $ 100,000 | |||||||||
Promissory Notes [Member] | ||||||||||||
Debt interest rate | 6.00% | |||||||||||
Debt principal amount | $ 307,141 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Interest expense | $ 5,836 |
Notes Payable [Member] | |
Interest expense | $ 2,959 |
Notes Payable - Schedule of Not
Notes Payable - Schedule of Notes Payable (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Total notes payable | $ 200,000 | $ 200,000 |
Notes Payable One [Member] | ||
Total notes payable | 100,000 | 100,000 |
Notes Payable Two [Member] | ||
Total notes payable | $ 100,000 | $ 100,000 |
Notes Payable - Schedule of N_2
Notes Payable - Schedule of Notes Payable (Details) (Parenthetical) - Unsecured Promissory Note [Member] - CSW Ventures, LP [Member] - USD ($) | Dec. 26, 2018 | Nov. 26, 2018 |
Proceeds from notes payable | $ 100,000 | $ 100,000 |
Debt interest rate | 6.00% | 6.00% |
Leases - Schedule of Components
Leases - Schedule of Components of Lease Expense (Details) | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Leases [Abstract] | |
Finance lease cost: Amortization of assets | $ 9,911 |
Finance lease cost: Interest on lease liabilities | 4,654 |
Total lease cost | $ 14,565 |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Balance Sheet Information Related to Leases (Details) | Mar. 31, 2019USD ($) |
Leases [Abstract] | |
Finance lease: Right-of-use asset | $ 278,725 |
Finance lease: Accumulated amortization | (9,911) |
Right-of-use asset, net | 268,814 |
Current portion of finance lease liability | 37,517 |
Long-term finance lease liability | 232,380 |
Total finance lease liability | $ 269,897 |
Weighted average remaining lease term: Operating leases | 0 years |
Weighted average remaining lease term: Finance leases | 5 years 9 months |
Weighted average discount rate: Operating leases | 0.00% |
Weighted average discount rate: Finance leases | 6.75% |
Leases - Schedule of Suppleme_2
Leases - Schedule of Supplemental Cash Flow Related to Leases (Details) | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Leases [Abstract] | |
Operating cash flows used for finance leases | $ 13,482 |
Total operating lease liabilities | |
Total finance lease liabilities | $ 278,725 |
Leases - Schedule of Finance Le
Leases - Schedule of Finance Lease Liability Maturity (Details) | Mar. 31, 2019USD ($) |
Leases [Abstract] | |
2019 | $ 40,716 |
2020 | 55,824 |
2021 | 57,498 |
2022 | 59,223 |
2023 | 61,000 |
Thereafter | 52,097 |
Total | 326,358 |
Less interest | 56,461 |
Present value of lease liabilities | 269,897 |
Less current portion | 37,517 |
Long-term lease liabilities | $ 232,380 |
Changes in Stockholders' Equi_2
Changes in Stockholders' Equity (Details Narrative) | Feb. 21, 2019USD ($)$ / sharesshares | Feb. 18, 2019USD ($)$ / sharesshares | Feb. 08, 2019$ / sharesshares | Feb. 05, 2019USD ($)$ / shares | Feb. 04, 2019USD ($)shares | Jan. 28, 2019$ / sharesshares | Jan. 10, 2019shares | Oct. 24, 2018USD ($)$ / sharesshares | Mar. 31, 2018USD ($) | Feb. 19, 2019USD ($)$ / sharesshares | Mar. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares |
Common stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||
Common stock, shares authorized | 75,000,000 | 75,000,000 | 75,000,000 | |||||||||
Common stock, shares issued | 39,922,899 | 34,291,905 | ||||||||||
Common stock, shares outstanding | 39,922,899 | 34,291,905 | ||||||||||
Reverse stock split, description | 1-for-4 reverse stock split | |||||||||||
Reverse stock split, conversion ratio | 0.25 | |||||||||||
Cash received on subscriptions receivable | $ | $ 602 | $ 602 | ||||||||||
Number of stock sold | 3,900,000 | |||||||||||
Sale of stock price per share | $ / shares | $ 0.50 | $ 0.50 | ||||||||||
Number of stock sold, value | $ | $ 1,950,000 | |||||||||||
Value common stock issued for debt conversion | $ | 501,397 | |||||||||||
Debt interest amount | $ | 5,836 | |||||||||||
Number of stock issued for services | 30,000 | |||||||||||
Number of stock issued for services, value | $ | $ 15,000 | $ 285,600 | ||||||||||
Proceeds from issuance convertible note | $ | $ 500,000 | |||||||||||
OWP Ventures, Inc. [Member] | ||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | |||||||||||
OWP Ventures, Inc. [Member] | Merger Agreement [Member] | ||||||||||||
Options to purchase common stock | 825,000 | |||||||||||
Options exercise price | $ / shares | $ 0.50 | |||||||||||
Number of stock issued | 39,475,398 | |||||||||||
Proceeds from issuance convertible note | $ | $ 300,000 | |||||||||||
Conversion price | $ / shares | $ 0.424 | |||||||||||
Number of shares cancelled | 875,000 | |||||||||||
Nature of business, description | As a result of the Merger (a) holders of the outstanding capital stock of OWP Ventures received an aggregate of 39,475,398 shares of our common stock; (b) options to purchase 825,000 shares of common stock of OWP Ventures at an exercise price of $0.50 automatically converted into options to purchase 825,000 shares of our common stock at an exercise price of $0.50; (c) the outstanding principal and interest under a $300,000 convertible note issued by OWP Ventures became convertible, at the option of the holder, into shares of our common stock at a conversion price equal to the lesser of $0.424 per share or 80% of the price we sell our common stock in a future "Qualified Offering"; (d) 875,000 shares of our common stock owned by OWP Ventures prior to the Merger were cancelled; and (e) OWP Ventures' chief operating officer became our chief operating officer and two of OWP Ventures' directors became members of our board of directors. | |||||||||||
Sanguine Group LLC [Member] | ||||||||||||
Number of common stock issued for debt conversion | 1,253,493 | |||||||||||
Value common stock issued for debt conversion | $ | $ 501,397 | |||||||||||
Debt principal amount | $ | 500,000 | |||||||||||
Debt interest amount | $ | $ 1,397 | |||||||||||
Service Provider [Member] | OWP Ventures, Inc. [Member] | ||||||||||||
Options to purchase common stock | 100,000 | 500,000 | ||||||||||
Options exercise price | $ / shares | $ 0.50 | $ 0.50 | ||||||||||
Number of options vested | 8,333 | 41,666 | ||||||||||
Director [Member] | OWP Ventures, Inc. [Member] | ||||||||||||
Options to purchase common stock | 125,000 | |||||||||||
Options exercise price | $ / shares | $ 0.50 | |||||||||||
Number of options vested | 10,416 | |||||||||||
Service Provider One [Member] | OWP Ventures, Inc. [Member] | ||||||||||||
Options to purchase common stock | 100,000 | |||||||||||
Options exercise price | $ / shares | $ 0.50 | |||||||||||
Number of options vested | 8,333 | |||||||||||
Consultant [Member] | ||||||||||||
Sale of stock price per share | $ / shares | $ 0.42 | |||||||||||
Number of stock issued for services | 50,000 | |||||||||||
Number of stock issued for services, value | $ | $ 21,000 | |||||||||||
One-Year Anniversary [Member] | Service Provider [Member] | OWP Ventures, Inc. [Member] | ||||||||||||
Number of options vested | 8,337 | 41,674 | ||||||||||
One-Year Anniversary [Member] | Director [Member] | OWP Ventures, Inc. [Member] | ||||||||||||
Number of options vested | 10,424 | |||||||||||
One-Year Anniversary [Member] | Service Provider One [Member] | OWP Ventures, Inc. [Member] | ||||||||||||
Number of options vested | 8,337 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Income Tax Disclosure [Abstract] | |
Federal net operating losses | $ 2,620,000 |
Net operating loss carry forwards, expire year | 2038 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Apr. 16, 2019 | Mar. 31, 2018 | Mar. 31, 2019 |
Repayments of Advances from Shareholders | $ 50,000 | ||
Subsequent Event [Member] | CEO [Member] | |||
Repayments of Advances from Shareholders | $ 120,000 |