Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2018 | Aug. 08, 2018 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Vet Online Supply Inc | |
Entity Central Index Key | 1,641,751 | |
Document Type | 10-Q/A | |
Document Period End Date | Jun. 30, 2018 | |
Amendment Flag | true | |
Amendment Description | EXPLANATORY NOTE This Amendment No. 1 on Form 10-Q/A (this “Form 10-Q/A”) to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2018, filed with the U.S. Securities and Exchange Commission (the “SEC”) on August 27, 2018 (the “Original Filing”), is being filed for the purpose of correcting items left off of Item 6. Exhibits. In this filing the exhibits have been included. Other than asset out above, the Amendment speaks as of the filing date of the Original Form 10-Q (the “Filing date”), does not reflect events that may have occurred subsequent to the Filing Date, and does not modify or update in any way disclosures made in the original Form 10-Q as filed on August 27, 2018. | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,018 | |
Current Fiscal Year End Date | --12-31 | |
Trading Symbol | vtnl | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 2,653,441,892 |
BALANCE SHEETS (Unaudited)
BALANCE SHEETS (Unaudited) - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Current assets | ||
Cash and cash equivalents | $ 46,526 | $ 16,820 |
Prepaid expenses | 1,000 | |
Inventory | 38,805 | |
Total current assets | 86,331 | 16,820 |
TOTAL ASSETS | 86,331 | 16,820 |
Current liabilities | ||
Accounts payable | 124,444 | 79,031 |
Convertible notes payable, interest | 27,877 | 6,233 |
Convertible notes payable, net of discount | 237,667 | 65,225 |
Derivative liabilities | 2,618,641 | 625,214 |
Liability for unissued shares | 190,825 | 190,825 |
Related party liabilities | 20,100 | 10,182 |
Sales tax payable | 29 | |
Total current liabilities | 3,219,583 | 976,710 |
Total liabilities | 3,219,583 | 976,710 |
Commitments and Contingencies | ||
Stockholders' equity (deficit) | ||
Preferred stock, Series B: $0.001 par value 10,000,000 shares authorized 1.000 shares issued and outstanding at June 30, 2018 1,000 shares issued and outstanding at December 31, 2017 | 1 | 1 |
Common stock, $0.001 par value 10,000,000,000 authorized 2,537,426,611 shares issued and outstanding at June 30, 2018 669,209,173 shares issued and outstanding at December 31, 2017 | 2,537,426 | 669,209 |
Treasury stock, 0 shares at $0.001, 19,000 as of December 31, 2017 | 19 | |
Additional paid in capital | 3,389,549 | 3,235,487 |
Accumulated deficit | (9,060,228) | (4,864,606) |
Total stockholder's deficit | (3,133,252) | (959,890) |
TOTAL LIABILITIES & EQUITY | $ 86,331 | $ 16,820 |
BALANCE SHEETS (Unaudited) (Par
BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, authorized | 10,000,000 | 10,000,000 |
Preferred stock, issued | 1 | 1,000 |
Preferred stock, outstanding | 1 | 1,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, authorized | 10,000,000,000 | 1,000,000,000 |
Common stock, issued | 2,537,426,611 | 669,209,173 |
Common stock, outstanding | 2,537,426,611 | 669,209,173 |
Treasury stock, shares | 0 | 19,000 |
STATEMENT OF OPERATIONS (Unaudi
STATEMENT OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Income Statement [Abstract] | ||||
Net sales | $ 2,046 | $ 2,160 | $ 3,014 | $ 2,787 |
Cost of goods sold | 1,093 | 934 | 1,525 | 1,475 |
Gross profit | 953 | 1,226 | 1,489 | 1,312 |
Operating expenses: | ||||
Consulting fees | 196,762 | 445,626 | 606,593 | 574,615 |
G&A expenses | 12,712 | 28,967 | 46,204 | 29,587 |
Professional fees | 36,769 | 9,460 | 66,929 | 18,080 |
Salaries and wages | 9,000 | 18,000 | ||
Total operating expense | 255,243 | 484,053 | 737,726 | 622,282 |
Loss from operations | (254,290) | (482,827) | (736,237) | (620,970) |
Other income (expenses) | ||||
Gain (loss) on debt settlment | 50,000 | 50,000 | ||
Gain (loss) on derivative liability valuation | 405,673 | (169,800) | (2,745,197) | (216,200) |
Interest expenses | (392,901) | (50,939) | (714,188) | (52,567) |
Total other income/expenses | 12,772 | (170,739) | (3,459,385) | (218,767) |
Net loss before income taxes | (241,518) | (653,566) | (4,195,622) | (839,737) |
Income tax expense | ||||
Net (loss) | $ (241,518) | $ (653,566) | $ (4,195,622) | $ (839,737) |
Net (loss) per common shares (basic and diluted) | $ 2,256,213,474 | $ 194,661,758 | $ 1,746,044,703 | $ 193,370,055 |
Weighted average shares outstanding - Basic and diluted | (0.00011) | (0.0034) | (0.0024) | (0.0043) |
STATEMENTS OF CASH FLOWS (Unaud
STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Cash Flows From Operating Activities | ||
Net loss | $ (4,195,622) | $ (839,737) |
Adjustments to reconcile net income to net cash provided from operating activities: | ||
Depreciation | 73 | |
Amortization of debt discount and deferred financing costs | 625,679 | 47,908 |
New derivatives recorded as loan fees | 3,984,178 | |
Preferred stock issued for services | 21,000 | |
Common stock issued for services | 49,389 | 178,500 |
Gain on debt settlement | (50,000) | |
Loss on derivative liability | (1,238,982) | 216,200 |
Liability for unissued shares due to consulting agreements | 120,825 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | ||
Inventory | (38,805) | |
Prepaid expenses | (1,000) | (3,000) |
Accounts payable | 45,413 | 52,534 |
Accrued interest | 78,259 | |
Deferred revenue | 134 | |
Sales tax payable | 29 | |
Net cash provided( used by) operating activities | (691,462) | (255,563) |
Cash Flows From Investing Activities | ||
Additions to property, plant and equipment | (20,620) | |
Net cash used from investing activities | (20,620) | |
Cash Flows From Financing Activities | ||
Proceeds from convertible notes payable, net | 711,250 | 280,275 |
Proceeds from (payments to) related parties, net | 9,918 | |
Proceeds from promissory notes payable | 1,500 | |
Net cash provided from financing activities | 721,168 | 281,775 |
Increase (decrease) in cash and cash equivalents | 29,706 | 5,592 |
Cash and cash equivalents at beginning of period | 16,820 | 319 |
Cash and cash equivalents at end of period | 46,526 | 5,911 |
Cash paid (received) during year for: | ||
Interest | ||
Income taxes |
BASIS OF PRESENTATION AND SUMMA
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization and Description of Business Vet Online Supply Inc. (the “Company”) is a Florida corporation incorporated on May 31, 2014. The Company engages in the online sale of its own holistic product line for pets, as well as targeting the larger Big-Box Pet retail suppliers, and during the first quarter of 2018, discontinued its legacy veterinarian supplies lines. The company discontinued its legacy line of products to increase margins and profitability with it own brand-name holistic products. These new holistic pet products are designed to help with arthritis, compromised immune systems, stress responses, aggression and digestive issues and may also be useful in treating acute ailments like sprains and strains, torn ligaments, bone breaks and even during post-operative care to reduce swelling, pain and stiffness. The Company’s web-based eCommerce platform with our products is on our website, www.vetonlinesupplies.com Distribution channels include its existing online retail sales platform and fulfillment, and direct sales through its global manufacturing sales representative network. Although selling pet products online is not entirely new to the company, we anticipate that this medium will continue to grow as our brand continues to achieve recognition. We believe that by providing high quality holistic pet products at competitive prices and to customers online, Vet Online Supply hopes to become a ‘go-to’ solution for pet owners everywhere. In addition, online vs. catalogue has the benefit of, among other things, search tools and accounts that remember previous purchases, and expedited ordering. During August 2015 the Company filed amended articles with the Florida Secretary of State to: - Set a series of preferred stock, each one share being convertible into one share of common stock and with no voting rights; - Set par value for each of the preferred and common stock at $0.001 per share. On July 25, 2016, the Company filed a Certificate of Amendment with the State of Florida to increase the authorized Common Stock, par value $0.001, to 8,000,000,000 common shares, and to The effective date of the Forward Split is July 28, 2016. All share and per share data contained in these financial statements reflects the retroactive application of the aforementioned forward share split. On August 28, 2017 the Board of Directors accepted the resignation of Mr. Edward Aruda as the Chief Executive Officer, President, Secretary and Treasurer. The resignations of Mr. Aruda were not due to any disagreements with the Company on any matter relating to its operations, policies or practices. On August 28, 2017 the Board of Directors appointed Mr. Daniel Rushford as the Chief Executive Officer, President, Secretary, Treasurer, and a Member of the Board of Directors. On November 9, 2017, the Company filed a Certificate of Amendment to increase the number of authorized common shares from 1,000,000,000 to 3,000,000,000 with a par value of $0.001. On December 13, 2017, the Company received a customer order for $202,184.00 in merchandise. The order is expected to ship during the second quarter of 2018, at which time the Company will recognize the revenue on its income statement. On December 14, 2017, the Company filed a Certificate of Amendment to increase the number of authorized common shares from 3,000,000,000 to 10,000,000,000 with a par value of $0.001. On February 6, 2018, the Company filed a Certificate of Amendment to increase the number of authorized common shares from 10,000,000,000 to 15,000,000,000 with a par value of $0.001. On February 7, 2018, the Company received a customer order for $529,790.00 in merchandise. The order is expected to ship in the third quarter of 2018 at which time the Company will recognize the revenue on its income statement. On February 22, 2018, the Company filed a Certificate of Amendment to increase the number of authorized common shares from 15,000,000,000 to 25,000,000,000 with a par value of $0.001. On February 23, 2018, the Company entered into an Exclusive Agreement for Distribution with a west coast distributor, whereby the distributor will exclusively distribute on the west coast for the company’s CDB Products. The distributor has committed to and submitted a purchase order for $3,000,000 of product at negotiable prices for a period of 24 months for distribution. On March 15, 2018, the Company announced that its Board of Directors has determined that it is in the best interests of the Corporation to initiate a program to reacquire certain shares of stock from its stockholders, and to thereafter retire said shares as non-voting Treasury stock. The Corporation has approved a Share Repurchase Program (the “Program”) to accomplish this. The Corporation hereby will make an offer of redemption to its shareholders in accordance with the terms of the Program. The specific timing, price and size of purchases will depend on prevailing stock prices, general economic and market conditions, and other considerations. The Program does not obligate the Company to acquire any particular amount of stock, and the Program may be suspended or discontinued at any time at the Company’s discretion. On April 3, 2018, the Company agreed to enter in to a 12-month exclusive agreement with a west coast distributor, whereas the distributor has agreed to purchase $6,500,000 of Oral Pet Sprays from Vet Online Supply Inc. during the next 12 months. The Company is allowing the distributor an exclusive agreement to purchase and place our CBD Pet products in California marijuana dispensaries through April 3, 2019. On April 30, 2018, the Company filed a Certificate of Amendment to increase the number of authorized common shares from 25,000,000,000 to 50,000,000,000 with a par value of $0.001. To date, our activities have been limited to formation, the raising of equity capital, and the initial stages of implementation of our business plan. We filed a Form S-1 Registration Statement with the U.S. Securities and Exchange Commission, received a notice of effect and trade on the OTC Markets, PINK under the symbol VTNL. We are continuing to explore additional sources of capital. We anticipate incurring operating losses as we continue to implement our business plan. Financial Statement Presentation The audited financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Fiscal year end The Company has selected December 31 as its fiscal year end. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported therein. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may be based upon amounts that differ from these estimates. Cash Equivalents The Company considers all highly liquid investments with maturities of 90 days or less from the date of purchase to be cash equivalents. Revenue Recognition and Related Allowances The Company adopted ASU No. 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”) as amended, as of January 1, 2018 with no material impact. The Company primarily generates net revenue through product sales to distributors and to retail customers on its website. Revenue is recognized upon transfer of control of promised products to customers which is generally upon shipment in an amount that reflects the consideration we expect to receive in exchange for those products or services. Revenue is recognized net of allowances for returns and any taxes collected from customers, which are subsequently remitted to governmental authorities. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are stated at the amount that management expects to collect from outstanding balances. Bad debts and allowances are provided based on historical experience and management’s evaluation of outstanding accounts receivable. Management evaluates past due or delinquency of accounts receivable based on the open invoices aged on due date basis. The allowance for doubtful accounts at June 30, 2018 and December 31, 2017 is $0. Inventories The Company is a manufacturer of premium CBD infused holistic pet products and as such will maintain inventory on site. The company directly drops ships to customers when ordered. The Company has wholesale distributors that purchase products in bulk inventory. Warranty The Company is a manufacturer of products which are shipped to our customers directly from the company and as a result, there are costs that may be incurred by the Company under the terms of the limited warranty provided by the company directly to the purchasers. We provide provisions for obligations which may arise under manufacturer’s warranties and therefore incur liabilities. We warranty the product for packaging and shipping. Advertising and Marketing Costs The company provides website online marketing of its products, as well as wholesalers who market the product. The company also utilises various public press releases to provide public information about its product line and future products under development. Advertising and marketing costs are expensed as incurred and were $0 during the six months ended June 30, 2018 ($0 – June 30, 2017). Fair Value of Financial Instruments Fair value is defined as the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability. The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity. In addition, the fair value of liabilities should include consideration of non-performance risk including our own credit risk. In addition to defining fair value, the standard expands the disclosure requirements around fair value and establishes a fair value hierarchy for valuation inputs is expanded. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of the three levels and which is determined by the lowest level input that is significant to the fair value measurement in its entirety. These levels are: Level 1 - inputs are based upon unadjusted quoted prices for identical instruments traded in active markets. Level 2 - inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 - inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models, and similar techniques. Financial assets and liabilities measured at fair value on a recurring basis: Input June 30, 2018 December 31, 2017 Level Fair Value Fair Value Derivative Liability 3 $ 2,618,641 $ 625,214 Total Financial Liabilities $ 2,618,641 $ 625,214 In management’s opinion, the fair value of convertible notes payable and advances payable is approximate to carrying value as the interest rates and other features of these instruments approximate those obtainable for similar instruments in the current market. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, exchange or credit risks arising from these financial instruments. As of June 30, 2018 and December 31, 2017, the balances reported for cash, accounts receivable, prepaid expenses, accounts payable, and accrued liabilities, approximate the fair value because of their short maturities. Income taxes The Company has adopted SFAS No. 109 – “Accounting for Income Taxes”. ASC Topic 740 requires the use of the asset and liability method of accounting for income taxes. Under the asset and liability method of ASC Topic 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Basic and Diluted Loss Per Share In accordance with ASC Topic 280 – “Earnings Per Share”, the basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. Recent Accounting Pronouncements In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) While the Company does not expect the adoption of this standard to have a material impact on the Company’s net Revenues Additionally, provisions for post-invoice sales discounts, returns and miscellaneous claims will be recognized as accrued liabilities rather than as reductions to Accounts receivable, net Prepaid expenses and other current assets In February 2016, the FASB issued ASU 2016-02 (ASC Topic 842), Leases. The ASU amends a number of aspects of lease accounting, including requiring lessees to recognize operating leases with a term greater than one year on their balance sheet as a right-of-use asset and corresponding lease liability, measured at the present value of the lease payments. The amendments in this ASU are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. The Company is in the process of assessing the impact on its consolidated financial statements. In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815). Among other provisions, this ASU requires that when determining whether certain financial instruments should be classified as liabilities or equity instruments, an entity should not consider the down round feature. The ASU also recharacterizes as a scope exception the indefinite deferral available to private companies with mandatorily redeemable financial instrument and certain noncontrolling interests, which does not have an accounting effect but addresses navigational concerns within the FASB Accounting Standards Codification. The provisions of the ASU related to down rounds are effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted. The Company is in the process of assessing the impact on its consolidated financial statements. |
GOING CONCERN
GOING CONCERN | 6 Months Ended |
Jun. 30, 2018 | |
Going Concern [Abstract] | |
GOING CONCERN | 2. GOING CONCERN The Company has experienced net losses to date, and it has not generated sufficient revenue from operations to meet our operational overhead. We will need additional working capital to service debt and for ongoing operations, which raises substantial doubt about our ability to continue as a going concern. Management of the Company is preparing a strategy to meet operational shortfalls which may include equity funding, short term or long-term financing or debt financing, to enable the Company to reach profitable operations. Historically, the Company’s sole officer and director has provided short term loans to meet working capital shortfalls. We have recently entered into financing agreements with various third parties to meet our capital needs in fiscal 2018. The accompanying financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern. |
RESELLER AGREEMENT AND PROMISSO
RESELLER AGREEMENT AND PROMISSORY NOTE | 6 Months Ended |
Jun. 30, 2018 | |
Reseller Agreement and Promissory Note [Abstract] | |
RESELLER AGREEMENT AND PROMISSORY NOTE | 3. RESELLER AGREEMENT AND PROMISSORY NOTE On June 1, 2014 the Company entered into a Reseller Agreement with Concord Veterinary Supplies Inc., (“Concord”), where under Concord has authorized the non-exclusive right to Vet Online Supply, Inc. to market, promote, advertise, sell, distribute and deliver, veterinary products carried by Concord Veterinary Supply, which are listed on www.concord-surgical.com, for a one-time fee of $50,000. The fee payable has been secured by an interest free convertible promissory note (the “Note”) due within ninety (90) days of the Company getting notice of effect from its S-1 Registration Statement as filed with the Securities and Exchange Commission, which occurred December 22, 2015. At any time prior to maturity of the Note, Concord Veterinary Supply may elect to convert the debt amount into shares of the common stock of the Company at a fixed price of $0.000667 per share. There is no beneficial conversion feature resulting from the conversion price compared to market price. On April 11, 2017 Concord Veterinary Supply agreed to cancel its outstanding promissory note in the amount of $50,000 for no further consideration. The Company recorded a gain on debt forgiveness of $50,000. On March 22, 2018, the Company terminated all contracts with Concord Veterinary Supply for the purchase and distribution of veterinary products. |
PREPAID EXPENSES
PREPAID EXPENSES | 6 Months Ended |
Jun. 30, 2018 | |
Notes to Financial Statements | |
PREPAID EXPENSES | 4. PREPAID EXPENSES June 30, December 31, 2018 2017 Prepaid expenses $ 1,000 $ — Prepaid fees represent amounts paid in advance for future contractual benefits to be received. Contracting expenses paid in advance are recorded as a prepaid asset and then amortized to the statements of operations when services are rendered, or over the life of the contract using the straight-line method. During the six months ended June 30, 2018, the Company recorded prepaid expenses of $1,000 for legal fees billed in advance for July 2018. |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 6 Months Ended |
Jun. 30, 2018 | |
Convertible Notes Payable | |
CONVERTIBLE NOTE PAYABLE | 5. CONVERTIBLE NOTES PAYABLE During the six months ending June 30, 2018, the Company received proceeds from new convertible notes of $711,250. The Company recorded no payments on their convertible notes, and conversions of $297,119 of convertible note principal. The Company recorded penalties of $47,727, of which $32,762 was converted into the Company’s common stock. The Company recorded loan fees on new convertible notes of $116,083, which increased the debt discounts recorded on the convertible notes during the six months ending June 30, 2018. All of the Company’s convertible notes have a conversion rate that is variable, and therefore, the Company has accounted for their conversion features as derivative instruments (see Note 5). As a result of recording derivative liabilities at note inception, the Company increased the debt discount recorded on their convertible notes by $882,333 during the six months ended June 30, 2018. The Company also recorded amortization of $552,334 on their convertible note debt discounts and $73,345 on loan fees. As of June 30, 2018, the convertible notes payable are convertible into 2,675,355,612 shares of the Company’s common stock. During the six months ending June 30, 2017, the Company received proceeds from new convertible notes of $280,275. The Company recorded no payments on their convertible notes, and no conversion of convertible note principal. The Company recorded loan fees on new convertible notes of $47,725, which increased the debt discounts recorded on the convertible notes during the six months ending June 30, 2017. The Company’s convertible notes have a conversion rate that is variable, and therefore, the Company has accounted for their conversion features as derivative instruments (see Note 5). As a result of recording derivative liabilities at note inception, the Company increased the debt discount recorded on their convertible notes by $309,780 during the six months ended June 30, 2017. The Company also recorded amortization of $40,261 on their convertible note debt discounts and $6,438 on loan fees. During the six months ended June 30, 2018 and 2017, the Company recorded interest expense of $30,532 and $3,954, respectively, on its convertible notes payable. During the six months ended June 30,2018, the Company recorded conversions of $8,888 of convertible note interest. As of June 30, 2018, the accrued interest balance was $27,877. As of June 30, 2018, we have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive acquisitions and activities. |
DERIVATIVE LIABILITIES
DERIVATIVE LIABILITIES | 6 Months Ended |
Jun. 30, 2018 | |
Derivative Liabilities | |
DERIVATIVE LIABILITIES | 6. DERIVATIVE LIABILITIES The following table represents the Company’s derivative liability activity for the embedded conversion features for the years ending June 30, 2018 and December 31, 2017: June 30, December 31, 2018 2017 Balance, beginning of period $ 625,214 $ — Initial recognition of derivative liability 4,866,511 1,086,498 Conversion of derivative instruments to Common Stock (1,634,102 ) (644,469 ) Mark-to-Market adjustment to fair value (1,238,982 ) 183,185 Balance, end of period $ 2,618,641 $ 625,214 During the six months ended June 30, 2018, the Company recorded derivative liabilities for embedded conversion features related to convertible notes payable of $4,866,511. During the six months ended June 30, 2018, in conjunction with convertible notes payable principal and accrued interest being converted into common stock of the Company, derivative liabilities were reduced by $1,634,102. For the six months ended June 30, 2018, the Company performed a final mark-to-market adjustment for the derivative liability related to the convertible notes and the carrying amount of the derivative liability related to the conversion feature and recognized a gain on the derivative liability valuation of $1,238,982. The Company uses the Black-Scholes option pricing model to estimate fair value for those instruments convertible into common shares at inception, at conversion or extinguishment date, and at each reporting date. During the six months ended June 30, 2018, the company used the following assumptions in their Black-Scholes model: (1) risk free interest rate 1.32% - 2.81%, (2) term of 0.14 years – 5 years, (3) expected stock volatility of -456.68% - 632.79%, (4) expected dividend rate of 0%, (5) common stock price of $0.0005 - $0.0047, and (6) exercise price of $0.00017 - $0.00081. These instruments were not issued with the intent of effectively hedging any future cash flow, fair value of any asset, liability or any net investment in a foreign operation. The instruments do not qualify for hedge accounting, and as such, all future changes in the fair value will be recognized in earnings until such time as the instruments are exercised, converted or expire. |
COMMON AND PREFERRED STOCK
COMMON AND PREFERRED STOCK | 6 Months Ended |
Jun. 30, 2018 | |
Equity [Abstract] | |
COMMON AND PREFERRED STOCK | 7. COMMON AND PREFERRED STOCK On March 28, 2017, the Company filed an amendment to its articles of incorporation reducing the number of authorized common shares from 8,000,000,000 to 1,000,000,000, par value $0.001, and designating 20,000 shares of its authorized preferred stock, par value $0.001 as Series B Voting Preferred Stock. The Series B Voting Preferred Stock shall have the right to vote the shares on any matter requiring shareholder approval on the basis of 4 times the votes of all the issued and outstanding shares of common stock, as well as any issued and outstanding preferred stock. Preferred Stock On April 7, 2017, the Company issued 20,000 shares of Series B Voting Preferred Stock to Edward Aruda. The Company obtained a third-party valuation of the preferred stock to determine the fair value as at the date of issue. The report results provided for a value of $ On August 28, 2017 the certificate for 20,000 shares of Series B Voting Preferred Stock to Edward Aruda was returned to the Company. On January 12, 2018, the certificate was cancelled and on March 1, 2018, 1,000 shares of Series B Voting Preferred Stock were issued to Daniel Rushford. As of June 30, 2018, and December 31, 2017, 1,000 and 0 preferred shares were issued and outstanding, respectively. Common Stock During the year ended December 31, 2016, the Company has received proceeds totaling $35,500 from various parties subscribing for a total of 53,250,000 shares at $0.000667 per share under our Form S-1 registration statement. 53,250,000 shares of the Company’s common stock were issued in respect of these subscriptions. On July 25, 2016, 1,500,000,000 shares of treasury stock were returned. On December 2, 2016, our sole officer and director, Mr. Edward Aruda, returned 7,361,250,000 shares of the Company’s common stock for no consideration. Mr. Aruda was originally issued 7,500,000,000 shares as a signing bonus in fiscal 2015. On March 28, 2017, the Company approved the issuance of 1,920,000 shares of the Company’s common stock for services provided by a consultant, in the form of stock awards which shall vest as of the date of grant. The shares were valued at the fair market value on the date of grant totaling $96,000, which amount has been expensed as stock-based compensation as part of consulting expenses. On May 16, 2017, the Company amended the terms of a consulting agreement so that $15,000 in services payable by shares of common stock shall convert at $0.01 per share for a total of 1,500,000 common shares. The shares were issued as of the date of the amendment and were valued at $82,500, or $0.055 per share based on the fair market value on the date of the agreement. The Company recorded the additional $67,500 as stock-based compensation which is included in consulting fees. On October 15, 2017, the Board of Directors of the Company approved the issuance of 20,000,000 restricted common shares with a value of $200,000 at a price of $.01 to Robert Sullivan, pursuant to the Agreement dated October 2, 2017. The shares were issued on November 13, 2017 and were valued at $220,000 or $0.011 per share, based on the fair market value on the date of the issuance, and $20,000 was recorded as a loss on settlement of debt on the statement of operations. On October 15, 2017, the Board of Directors of the Company approved the issuance of 75,000,000 restricted common shares at a price of $0.00067 to Samuel Berry to satisfy consulting fees of $50,000, pursuant his agreement dated June 19, 2017. The shares were issued on November 13, 2017 and were valued at $1,200,000, or $0.016 per share based on the market value on the date the shares were approved for issuance, and $1,150,000 was recorded as a loss on settlement of debt on the statement of operations. On October 15, 2017, the Board of Directors of the Company approved the issuance of 75,000,000 restricted common shares at a price of $0.00067 to Matthew Scott to satisfy accrued fees of $50,000, pursuant his agreement dated April 1, 2017. The shares were issued on November 13, 2017 and were valued at $1,2000,000, or $0.016 per share based on the market value on the date the shares were approved for issuance, and $1,150,000 was recorded as a loss on settlement of debt of the statement of operations. On November 9, 2017, the Company filed a Certificate of Amendment to increase the number of authorized common shares from 1,000,000,000 to 3,000,000,000 with a par value of $0.001. On December 14, 2017, the Company filed a Certificate of Amendment to increase the number of authorized common shares from 3,000,000,000 to 10,000,000,000 with a par value of $0.001. During the year ended December 31, 2017, the holders of convertible notes converted a total of $247,822 of principal and interest into 278,798,173 shares of common stock. The common stock was valued at $898,016 based on the market price of the Company’s stock on the date of conversion. The issuance extinguished $644,469 worth of derivative liabilities, and $143,452 was recorded as additional paid in capital. On February 6, 2018, the Company filed a Certificate of Amendment to increase the number of authorized common shares from 10,000,000,000 to 15,000,000,000 with a par value of $0.001. On February 22, 2018, the Company filed a Certificate of Amendment to increase the number of authorized common shares from 15,000,000,000 to 25,000,000,000 with a par value of $0.001. On March 15, 2018, the Company announced that its Board of Directors has determined that it is in the best interests of the Corporation to initiate a program to reacquire certain shares of stock from its stockholders, and to thereafter retire said shares as non-voting Treasury stock. The Corporation has approved a Share Repurchase Program (the “Program”) to accomplish this. The Corporation hereby will make an offer of redemption to its shareholders in accordance with the terms of the Program. The specific timing, price and size of purchases will depend on prevailing stock prices, general economic and market conditions, and other considerations. The Program does not obligate the Company to acquire any particular amount of stock, and the Program may be suspended or discontinued at any time at the Company’s discretion. On March 27, 2018, the Company approved the issuance of 21,743,756 shares of the Company’s common stock for services provided by a consultant, in the form of stock awards which shall vest as of the date of grant. The shares were valued at the fair market value on the date of grant totaling $39,139, which has been expensed as stock-based compensation as part of consulting expenses. On April 30, 2018, the Company filed a Certificate of Amendment to increase the number of authorized common shares from 25,000,000,000 to 50,000,000,000 with a par value of $0.001. During the six months ended June 30, 2018, the holders of convertible notes converted a total of $349,019 of principal, accrued interest, note fees and penalties into 1,646,950,237 shares of common stock. The common stock was valued at $2,870,337 based on the market price of the Company’s stock on the date of conversion. The issuance extinguished $1,634,102 worth of derivative liabilities, and $325,921 was recorded as additional paid in capital. As of June 30, 2018 and December 31, 2017 there were 2,537,426,611 and 669,209,173 shares issued and outstanding, respectively. Warrants On June 19, 2017, the Company executed a Common Stock Purchase Warrant for 850,000 shares. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price of $0.03 per share for a term of five years. If the market price of one share of common stock is greater than the Exercise Price, the holder may elect to receive warrant shares pursuant to cashless exercise. On June 14, 2018, the Company executed a Common Stock Purchase Warrant for 50,000,000 shares. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price of $0.001 per share for a term of five years. If the market price of one share of common stock is greater than the Exercise Price, the holder may elect to receive warrant shares pursuant to cashless exercise. We account for common stock purchase warrants as derivative liabilities and debt issuance costs on the balance sheet at fair value, and changes in fair value during the periods presented in the statement of operations, which is revalued at each balance sheet date subsequent to the initial issuance of the warrant. During the six months ended June 30, 2018, a warrant holder exercised the warrants and the Company issued 199,523,445 shares of common stock through a cashless exercise of the warrants. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2018 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 8. RELATED PARTY TRANSACTIONS Mr. Matthew C. Scott , Director On April 1, 2017, the Company expanded its board of directors to include Matthew C. Scott. Concurrently, the Company entered into a consulting agreement with Mr. Scott for a term of one year, whereby Mr. Scott shall receive an annual fee of $100,000 payable in quarterly installments. Furthermore, effective April 1, 2017 the Company agreed to issue Mr. Scott 2,000,000 shares of restricted common stock for his services as a director. The shares upon issue will be held by the Company for a term of six months and are cancelable should Mr. Scott not serve in his capacity as director for a minimum term of six months. The Company recorded $140,000 in share-based compensation in respect of the 2,000,000 shares issuable based on the fair market value on April 1, 2017, which has been recorded on the balance sheet as liabilities for unissued shares. Furthermore, a total of $140,000 has been expensed in the year ending December 31, 2017 as stock-based compensation as part of consulting expenses. As of the date of this report, the shares have not been issued. On October 15, 2017, the Board of Directors of the Company approved the issuance of 75,000,000 restricted common shares at a price of $0.00067 to Matthew Scott to satisfy accrued fees of $50,000, pursuant his agreement dated April 1, 2017. The shares were issued on November 13, 2017 and were valued at $1,2000,000, or $0.016 per share based on the market value on the date the shares were approved for issuance, and $1,150,000 was recorded as a loss on settlement of debt of the statement of operations. On April 1, 2018, the Company agreed to renew the Consulting Agreement dated April 1, 2017 for one year. During the six months ended June 30, 2018, the Company accrued consulting fees of $50,000 and paid $25,000 in cash, leaving $25,000 on the Company’s balance sheets as account payable – related parties with respect to amounts due to Mr. Scott. Mr. Samuel Berry, Director On June 19, 2017, the Company entered into a Consulting Agreement with Mr. Samuel Berry. Mr. Berry will receive an annual salary of $50,000, payable in quarterly installments at $12,500 per quarter. On June 19, 2017 the Board of Directors appointed Mr. Samuel Berry as Director. For accepting the position of Director, Mr. Berry will receive 1,000,000 Shares of the Company’s Common Stock, valued at $0.05 per share. Additionally, Mr. Berry will be paid $500 for each board meeting for which he is physically present. The Company recorded $50,000 in respect to the value of 1,000,000 unissued shares as liabilities for unissued shares and expensed $50,000 as stock-based compensation as part of consulting expenses in the period ended June 30, 2017. As of the date of this report, the shares have not been issued. On October 15, 2017, the Board of Directors of the Company approved the issuance of 75,000,000 restricted common shares at a price of $0.00067 to Samuel Berry to satisfy consulting fees of $50,000, pursuant his agreement dated June 19, 2017. The shares were issued on November 13, 2017 and were valued at $1,200,000, or $0.016 per share based on the market value on the date the shares were approved for issuance, and $1,150,000 was recorded as a loss on settlement of debt on the statement of operations. On June 19, 2018, the Company agreed to renew the Consulting Agreement dated June 19, 2017 for one year. During the six months ended June 30, 2018, the Company accrued $4,167 in consulting fees, and paid additional fees of $2,500 for attending five board meetings at $500 per meeting. Daniel Rushford, President, CEO, Secretary, Treasurer and Director On August 28, 2017, the Company entered into an Employment Agreement with Mr. Daniel Rushford with regard to being appointed as the new Chief Executive Officer, President, Secretary, Treasurer and Member of the Board of Directors. Mr. Rushford will receive a monthly salary of $2,000 to be paid at the end of each month. Unpaid amounts will accrue annual interest of 6%. In addition, Mr. Rushford will receive 25,000,000 shares of restricted common stock and 1,000 Preferred Series B Shares upon signing of this agreement. Further, at the end of the first 12 months the employee will receive $75,000 of restricted common shares of the company at fair market value. The term of the Consulting Agreement is for two years; renewable upon mutual consent. On November 13, 2017, the Company issued 25,000,000 restricted common shares for $25,000 in share-based compensation that were valued at $95,000, or $0.0038 per share based on the market value on the date of issuance, and $70,000 was recorded as a loss on settlement of debt. On January 2, 2018, the Company approved an increase in salary to $3,000 per month. During the six months ended June 30, 2018, the Company accrued wages of $18,000 and paid wages of $18,000. In addition, Mr. Rushford advanced the Company $2,173, ($182 – December 31, 2017) and a payment of $2,255 was made by the Company to satisfy the funds advanced. |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 9. INCOME TAXES Deferred income taxes are determined using the liability method for the temporary differences between the financial reporting basis and income tax basis of the Company’s assets and liabilities. Deferred income taxes are measured based on the tax rates expected to be in effect when the temporary differences are included in the Company’s tax return. Deferred tax assets and liabilities are recognized based on anticipated future tax consequences attributable to differences between financial statement carrying amounts of assets and liabilities and their respective tax bases. Operating loss carry-forwards generated during the period from May 25, 2014 (date of inception) through June 30, 2018 of approximately $9,060,228 will begin to expire in 2034. The Company applies a statutory income tax rate of 21%. Accordingly, deferred tax assets related to net operating loss carry-forwards total approximately $1,902,648 at June 30, 2018. All tax years since inception are open to examination by the Internal Revenue Service. |
COMMITMENTS
COMMITMENTS | 6 Months Ended |
Jun. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS | 10. COMMITMENTS AND CONTINGENCIES (1). IR Agreement On March 28, 2017, the Company entered into an investor relations agreement with a third party, whereby the third party will provide advertising, promotional and marketing services for the Company between April 1, 2017 and July 1, 2017. In consideration of the foregoing services performed by the third party, the Company will pay a fee of 1,920,000 restricted shares on or before April 1, 2017. In addition, the third party will remain the owner of at least 1% of the company’s outstanding shares for a 1-year period. On April 1, 2018, the Company shall issue additional shares as necessary to bring the total number of shares paid to the third party to equal 1% of the outstanding shares of common stock as of 4/1/2018. In the event the Company does not issue the shares as required under this provision, the Company will be subject to a penalty of $5,000 per month until the shares are issued. 1,920,000 shares were issued on March 28, 2017 and valued at the fair market value on the date of grant totaling $96,000, which amount has been expensed as stock-based compensation as part of consulting expenses. 21,743,756 shares were issued on March 27, 2018 and valued at the fair market value on the date of grant totaling $39,139, which amount has been expensed as stock-based compensation as part of consulting expenses. In respect to the investor relations agreement, 15,000 additional shares have been allocated for issuance effective May 16, 2017, and $825 has been expensed as stock-based compensation as part of consulting expenses due to 1,500,000 shares of common stock issued to a consultant. The 15,000 shares were not issued as of June 30, 2018, and $825 is recorded on the balance sheet as liabilities for unissued shares. (2). Consultant Agreement On April 1, 2017, the Company expanded its board of directors to include Matthew C. Scott, to assist with development of our internet marketing efforts with a goal of growing our business. Concurrently we entered into a consulting agreement with Mr. Scott for a term of one year, where under Mr. Scott shall receive an annual fee of $100,000 payable in quarterly installments. Further effective April 1, 2017 the Company agreed to issue Mr. Scott 2,000,000 shares of restricted common stock for his services as a director. The shares upon issue will be held by the Company for a term of six months and are cancelable should Mr. Scott not serve in his capacity as director for a minimum term of six months. The Company recorded $140,000 in respect to the 2,000,000 shares based on the fair market value on April 1, 2017, which has been recorded on the balance sheet as liabilities for unissued shares and expensed $140,000 as stock-based compensation as part of consulting expenses in the year period ended December 31, 2017. At December 31, 2017, the shares remained unissued. On October 15, 2017, the Board of Directors of the Company approved the issuance of 75,000,000 restricted common shares at a price of $0.00067 to Matthew Scott to satisfy accrued fees of $50,000, pursuant his agreement dated April 1, 2017. The shares were issued on November 13, 2017 and were valued at $1,2000,000, or $0.016 per share based on the market value on the date the shares were approved for issuance, and $1,150,000 was recorded as a loss on settlement of debt of the statement of operations. On April 1, 2018, the Company agreed to renew the consulting agreement for one year. During the six months ended June 30, 2018, the Company accrued consulting fees of $50,000 and paid $25,000 in cash, leaving $25,000 on the Company’s balance sheets as account payable – related parties with respect to amounts due to Mr. Scott. (3). Consultant Agreement On April 6, 2017 the Company entered into a consulting agreement with an advisor, where under the advisor will provide access to financing for the Company’s business activities. In consideration of the foregoing services performed by the advisor, the Company will pay a fee of 10% of net proceeds on each financing introduced. During the six months ended March 31, 2019, the Company paid of $0 ($14,475 – December 31, 2017) to the advisor in respect of this agreement. (4). Consultant Agreement On June 19, 2017, the Company entered into a Consulting Agreement with Mr. Samuel Berry with regard to marketing and distribution of online retail sales for all products. Mr. Berry will receive an annual salary of $50,000, payable in quarterly payments of $12,500 per quarter. On June 19, 2017 the Board of Directors appointed Mr. Samuel L. Berry as Director. For accepting the position of Director, Mr. Berry will receive 1,000,000 shares of the Company’s common stock, valued at $0.05 per share. Additionally, Mr. Berry will be paid $500 for each board meeting for which he is physically present. The Company recorded $50,000 in respect to the value of 1,000,000 unissued shares as liabilities for unissued shares and expensed $50,000 as stock-based compensation as part of consulting expenses year ending December 31, 2017. At December 31, 2017, the shares remained unissued. On October 15, 2017, the Board of Directors of the Company approved the issuance of 75,000,000 restricted common shares at a price of $0.00067 to Samuel Berry to satisfy consulting fees of $50,000, pursuant his agreement dated June 19, 2017. The shares were issued on November 13, 2017 and were valued at $1,200,000, or $0.016 per share based on the market value on the date the shares were approved for issuance, and $1,150,000 was recorded as a loss on settlement of debt on the statement of operations. On June 19, 2018, the Company agreed to renew the consulting agreement for one year. During the six months ended June 30, 2018, the Company accrued consulting fees of $4,167 and paid additional fees of $2,500 for attending five board meetings at $500 per meeting. (5). Employee Agreement. On August 28, 2017, the Company entered into an Employment Agreement with Mr. Daniel Rushford with regard to being appointed as the new Chief Executive Officer, President, Secretary, Treasurer and Member of the Board of Directors. Mr. Rushford will receive a monthly salary of $2,000 to be paid at the end of each month. Unpaid amounts will accrue annual interest of 6%. In addition, Mr. Rushford will receive 25,000,000 shares of restricted common stock and 1,000 Preferred Series B Shares upon signing of this agreement. Further, at the end of the first 12 months the employee will receive $75,000 of restricted common shares of the company at fair market value. The term of the Consulting Agreement is for two years; renewable upon mutual consent. On November 13, 2017, the Company issued 25,000,000 restricted common shares for $25,000 in share-based compensation that were valued at $95,000, or $0.0038 per share based on the market value on the date of issuance, and $70,000 was recorded as a loss on settlement of debt. On January 2, 2018, the Company approved an increase in salary to $3,000 per month. During the six months ending June 30, 2018, the Company accrued wages of $18,000 and paid wages of $18,000. (6). Consultant Agreement On October 2, 2017 the Company entered into a consulting agreement with Jump Television Studios, LLC, to provide market intelligence and facilitate introductions with the investment banking community. The Company has agreed to pay a fee of $30,000, and 20,000,000 shares of restricted common stock with a value of $200,000, issued to Robert Sullivan. The shares were issued on November 13, 2017 and were valued at $220,000, or $0.011 per share, based on the fair market value on the date of the issuance, and $20,000 was recorded as a loss on settlement of debt. On March 7, 2018, the Company entered into a Settlement and Release Agreement with Jump Television Studios, LLC, pursuant to the Consulting Agreement dated October 2, 2017, whereby the Company paid a settlement fee of $4,000 for all considerations due up to March 7, 2018. (7). Consultant Agreement On November 15, 2017. the Company entered into a consulting agreement with an advisor, to advise the Company on corporate structure, mergers and acquisitions and corporate finance. The advisor will be compensated $10,000 a month for a period of three months. During the six months ending June 30, 2018, the Company paid of $25,000 to the advisor in respect of this agreement. (8). Consultant Agreement On January 24, 2018, the Company entered into a Consulting Agreement with BAS1. The Company has agreed to pay BAS1 a fee of $10,000 for a 30-day marketing awareness program. During the six months ending June 30, 2018, the Company paid of $7,500 to the advisor in respect to this agreement. (9). Distribution Agreement On February 23, 2018, the Company entered into an Exclusive Agreement for Distribution with a west coast distributor, whereby the distributor will exclusively distribute all Pet CDB Products owned by the Company. Furthermore, the distributor will purchase $3,000,000 of product at negotiable prices for a period of 24 months for distribution. On April 3, 2018, the Company agreed to enter in to a 12-month exclusive agreement with a west coast distributor, whereas the distributor has agreed to purchase $6.5M on Oral Pet Sprays from Vet Online Supply Inc. during the next 12 months. Vet Online Supply is allowing you an exclusive agreement to purchase and place our CBD Pet products in California marijuana dispensaries through April 3, 2019. (10). Consultant Agreement On March 1, 2018, the Company entered into a Consulting Agreement with Meridian Ventures, LLC. The Company has agreed to pay Meridian Ventures, LLC a retainer of $30,000 for services focused on implementation and maintenance of a strategic brand medial program. On June 11, 2018, the Company entered into a Consulting Agreement with Meridian Ventures, LLC. The Company has agreed to pay Meridian Ventures, LLC a retainer of $10,000 for services focused on implementation and maintenance of a strategic brand medial program. During the six months ending June 30, 2018, the Company paid of $40,000 to the advisor in respect to these agreements. (11). Consultant Agreement On March 1, 2018, the Company executed a Consulting Agreement whereby the Consultant will receive a retainer of $50,000 per month for six months to revise an online retail website, Private-Label product contract and distribution for veterinarian supplies and holistic based pet products. On March 15, 2018, the Company agreed to engage in an additional contract with the consulting for $200,000. During the six months ending June 30, 2018, the Company paid of $407,000 to the advisor in respect of these agreements. (12). Consultant Agreement On May 1, 2018, the Company executed a Consulting Agreement whereby the Consultant will provide services and professional expertise as an administrative advisor. The Consultant will receive a fee of $25,000 for a period of one year. (13). Consultant Agreement On June 12, 2018, the Company entered into a Consulting Agreement with TEN Associates, LLC. The Company has agreed to pay TEN Associates a fee of $4,000 for general corporate and business consulting services for the period on one month. During the six months ending June 30, 2018, the Company paid of $4,000 to the advisor in respect to this agreement. |
SUPPLEMENTAL CASH FLOW INFORMAT
SUPPLEMENTAL CASH FLOW INFORMATION | 6 Months Ended |
Jun. 30, 2018 | |
Supplemental Cash Flow Elements [Abstract] | |
SUPPLEMENTAL CASH FLOW INFORMATION | 11. SUPPLEMENTAL CASH FLOW INFORMATION During the six months ending June 30, 2018, the Company had the following non-cash investing and financing activities: • Issued stock for debt increasing common stock by $1,646,950, increasing additional paid in capital by $325,921, reducing notes payable by $329,881, reducing accrued interest by $8,888, and reducing derivative liabilities by $1,643,102. • Increased debt discount and increased derivative liability by $882,333 to record derivative liabilities at the inception of new notes. • Issued warrant shares by cashless exercise increasing common stock by $199,523 and reducing additional paid in capital by $199.523. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2018 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 12. SUBSEQUENT EVENTS On August 1, 2018, the Company entered into a National Sales Rep Agreement for a period of three years, to recruit and manage new sales representatives. In consideration of services performed, the Company will pay a commission of 25% of gross proceeds to be paid in cash and 10% of gross proceeds to be paid in restricted common stock. The Company will also compensate for the recruitment of sales representatives. In addition, the Company has agreed to pay a fee of $25,000 in the form of restricted common stock upon signing of the Agreement. The company is in process of hiring up to 200 manufacturing sales representatives, whereas 100 sales representatives will be allocated and managed by the National Sales Rep, and the remaining 100 sales representatives will be allocated for Europe. In consideration of services performed, the Company will pay a commission of 25% of gross proceeds to be paid in cash and 10% of gross proceeds to be paid in restricted common stock. In addition, the Company has agreed to pay a fee of $25,000 in the form of restricted common stock upon signing of the Agreement. |
BASIS OF PRESENTATION AND SUM18
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Organization and Description of Business | Organization and Description of Business Vet Online Supply Inc. (the “Company”) is a Florida corporation incorporated on May 31, 2014. The Company engages in the online sale of its own holistic product line for pets, as well as targeting the larger Big-Box Pet retail suppliers, and during the first quarter of 2018, discontinued its legacy veterinarian supplies lines. The company discontinued its legacy line of products to increase margins and profitability with it own brand-name holistic products. These new holistic pet products are designed to help with arthritis, compromised immune systems, stress responses, aggression and digestive issues and may also be useful in treating acute ailments like sprains and strains, torn ligaments, bone breaks and even during post-operative care to reduce swelling, pain and stiffness. The Company’s web-based eCommerce platform with our products is on our website, www.vetonlinesupplies.com Distribution channels include its existing online retail sales platform and fulfillment, and direct sales through its global manufacturing sales representative network. Although selling pet products online is not entirely new to the company, we anticipate that this medium will continue to grow as our brand continues to achieve recognition. We believe that by providing high quality holistic pet products at competitive prices and to customers online, Vet Online Supply hopes to become a ‘go-to’ solution for pet owners everywhere. In addition, online vs. catalogue has the benefit of, among other things, search tools and accounts that remember previous purchases, and expedited ordering. During August 2015 the Company filed amended articles with the Florida Secretary of State to: - Set a series of preferred stock, each one share being convertible into one share of common stock and with no voting rights; - Set par value for each of the preferred and common stock at $0.001 per share. On July 25, 2016, the Company filed a Certificate of Amendment with the State of Florida to increase the authorized Common Stock, par value $0.001, to 8,000,000,000 common shares, and to The effective date of the Forward Split is July 28, 2016. All share and per share data contained in these financial statements reflects the retroactive application of the aforementioned forward share split. On August 28, 2017 the Board of Directors accepted the resignation of Mr. Edward Aruda as the Chief Executive Officer, President, Secretary and Treasurer. The resignations of Mr. Aruda were not due to any disagreements with the Company on any matter relating to its operations, policies or practices. On August 28, 2017 the Board of Directors appointed Mr. Daniel Rushford as the Chief Executive Officer, President, Secretary, Treasurer, and a Member of the Board of Directors. On November 9, 2017, the Company filed a Certificate of Amendment to increase the number of authorized common shares from 1,000,000,000 to 3,000,000,000 with a par value of $0.001. On December 13, 2017, the Company received a customer order for $202,184.00 in merchandise. The order is expected to ship during the second quarter of 2018, at which time the Company will recognize the revenue on its income statement. On December 14, 2017, the Company filed a Certificate of Amendment to increase the number of authorized common shares from 3,000,000,000 to 10,000,000,000 with a par value of $0.001. On February 6, 2018, the Company filed a Certificate of Amendment to increase the number of authorized common shares from 10,000,000,000 to 15,000,000,000 with a par value of $0.001. On February 7, 2018, the Company received a customer order for $529,790.00 in merchandise. The order is expected to ship in the third quarter of 2018 at which time the Company will recognize the revenue on its income statement. On February 22, 2018, the Company filed a Certificate of Amendment to increase the number of authorized common shares from 15,000,000,000 to 25,000,000,000 with a par value of $0.001. On February 23, 2018, the Company entered into an Exclusive Agreement for Distribution with a west coast distributor, whereby the distributor will exclusively distribute on the west coast for the company’s CDB Products. The distributor has committed to and submitted a purchase order for $3,000,000 of product at negotiable prices for a period of 24 months for distribution. On March 15, 2018, the Company announced that its Board of Directors has determined that it is in the best interests of the Corporation to initiate a program to reacquire certain shares of stock from its stockholders, and to thereafter retire said shares as non-voting Treasury stock. The Corporation has approved a Share Repurchase Program (the “Program”) to accomplish this. The Corporation hereby will make an offer of redemption to its shareholders in accordance with the terms of the Program. The specific timing, price and size of purchases will depend on prevailing stock prices, general economic and market conditions, and other considerations. The Program does not obligate the Company to acquire any particular amount of stock, and the Program may be suspended or discontinued at any time at the Company’s discretion. On April 3, 2018, the Company agreed to enter in to a 12-month exclusive agreement with a west coast distributor, whereas the distributor has agreed to purchase $6,500,000 of Oral Pet Sprays from Vet Online Supply Inc. during the next 12 months. The Company is allowing the distributor an exclusive agreement to purchase and place our CBD Pet products in California marijuana dispensaries through April 3, 2019. On April 30, 2018, the Company filed a Certificate of Amendment to increase the number of authorized common shares from 25,000,000,000 to 50,000,000,000 with a par value of $0.001. To date, our activities have been limited to formation, the raising of equity capital, and the initial stages of implementation of our business plan. We filed a Form S-1 Registration Statement with the U.S. Securities and Exchange Commission, received a notice of effect and trade on the OTC Markets, PINK under the symbol VTNL. We are continuing to explore additional sources of capital. We anticipate incurring operating losses as we continue to implement our business plan. |
Financial Statement Presentation | Financial Statement Presentation The audited financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). |
Fiscal year end | Fiscal year end The Company has selected December 31 as its fiscal year end. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported therein. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may be based upon amounts that differ from these estimates. |
Cash Equivalents | Cash Equivalents The Company considers all highly liquid investments with maturities of 90 days or less from the date of purchase to be cash equivalents. |
Revenue recognition and related allowances | Revenue Recognition and Related Allowances The Company adopted ASU No. 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”) as amended, as of January 1, 2018 with no material impact. The Company primarily generates net revenue through product sales to distributors and to retail customers on its website. Revenue is recognized upon transfer of control of promised products to customers which is generally upon shipment in an amount that reflects the consideration we expect to receive in exchange for those products or services. Revenue is recognized net of allowances for returns and any taxes collected from customers, which are subsequently remitted to governmental authorities. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are stated at the amount that management expects to collect from outstanding balances. Bad debts and allowances are provided based on historical experience and management’s evaluation of outstanding accounts receivable. Management evaluates past due or delinquency of accounts receivable based on the open invoices aged on due date basis. The allowance for doubtful accounts at June 30, 2018 and December 31, 2017 is $0. |
Inventories | Inventories The Company is a manufacturer of premium CBD infused holistic pet products and as such will maintain inventory on site. The company directly drops ships to customers when ordered. The Company has wholesale distributors that purchase products in bulk inventory. |
Warranty | Warranty The Company is a manufacturer of products which are shipped to our customers directly from the company and as a result, there are costs that may be incurred by the Company under the terms of the limited warranty provided by the company directly to the purchasers. We provide provisions for obligations which may arise under manufacturer’s warranties and therefore incur liabilities. We warranty the product for packaging and shipping. |
Advertising and marketing costs | Advertising and Marketing Costs The company provides website online marketing of its products, as well as wholesalers who market the product. The company also utilises various public press releases to provide public information about its product line and future products under development. Advertising and marketing costs are expensed as incurred and were $0 during the six months ended June 30, 2018 ($0 – June 30, 2017). |
Fair Value Measurements | Fair Value of Financial Instruments Fair value is defined as the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability. The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity. In addition, the fair value of liabilities should include consideration of non-performance risk including our own credit risk. In addition to defining fair value, the standard expands the disclosure requirements around fair value and establishes a fair value hierarchy for valuation inputs is expanded. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of the three levels and which is determined by the lowest level input that is significant to the fair value measurement in its entirety. These levels are: Level 1 - inputs are based upon unadjusted quoted prices for identical instruments traded in active markets. Level 2 - inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 - inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models, and similar techniques. Financial assets and liabilities measured at fair value on a recurring basis: Input June 30, 2018 December 31, 2017 Level Fair Value Fair Value Derivative Liability 3 $ 2,618,641 $ 625,214 Total Financial Liabilities $ 2,618,641 $ 625,214 In management’s opinion, the fair value of convertible notes payable and advances payable is approximate to carrying value as the interest rates and other features of these instruments approximate those obtainable for similar instruments in the current market. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, exchange or credit risks arising from these financial instruments. As of June 30, 2018 and December 31, 2017, the balances reported for cash, accounts receivable, prepaid expenses, accounts payable, and accrued liabilities, approximate the fair value because of their short maturities. |
Income taxes | Income taxes The Company has adopted SFAS No. 109 – “Accounting for Income Taxes”. ASC Topic 740 requires the use of the asset and liability method of accounting for income taxes. Under the asset and liability method of ASC Topic 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. |
Basic and Diluted Loss Per Share | Basic and Diluted Loss Per Share In accordance with ASC Topic 280 – “Earnings Per Share”, the basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. |
New Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) While the Company does not expect the adoption of this standard to have a material impact on the Company’s net Revenues Additionally, provisions for post-invoice sales discounts, returns and miscellaneous claims will be recognized as accrued liabilities rather than as reductions to Accounts receivable, net Prepaid expenses and other current assets In February 2016, the FASB issued ASU 2016-02 (ASC Topic 842), Leases. The ASU amends a number of aspects of lease accounting, including requiring lessees to recognize operating leases with a term greater than one year on their balance sheet as a right-of-use asset and corresponding lease liability, measured at the present value of the lease payments. The amendments in this ASU are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. The Company is in the process of assessing the impact on its consolidated financial statements. In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815). Among other provisions, this ASU requires that when determining whether certain financial instruments should be classified as liabilities or equity instruments, an entity should not consider the down round feature. The ASU also recharacterizes as a scope exception the indefinite deferral available to private companies with mandatorily redeemable financial instrument and certain noncontrolling interests, which does not have an accounting effect but addresses navigational concerns within the FASB Accounting Standards Codification. The provisions of the ASU related to down rounds are effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted. The Company is in the process of assessing the impact on its consolidated financial statements. |
BASIS OF PRESENTATION AND SUM19
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Summary of the fair value of our derivative liabilities | Financial assets and liabilities measured at fair value on a recurring basis: Input June 30, 2018 December 31, 2017 Level Fair Value Fair Value Derivative Liability 3 $ 2,618,641 $ 625,214 Total Financial Liabilities $ 2,618,641 $ 625,214 |
PREPAID EXPENSES (Tables)
PREPAID EXPENSES (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Notes to Financial Statements | |
Schedule of Prepaid Expenses | June 30, December 31, 2018 2017 Prepaid expenses $ 1,000 $ — |
DERIVATIVE LIABIITIES (Tables)
DERIVATIVE LIABIITIES (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Derivative Liabiities | |
Schedule of fair value of the conversion feature convertible note | The following table represents the Company’s derivative liability activity for the embedded conversion features for the years ending June 30, 2018 and December 31, 2017: June 30, December 31, 2018 2017 Balance, beginning of period $ 625,214 $ — Initial recognition of derivative liability 4,866,511 1,086,498 Conversion of derivative instruments to Common Stock (1,634,102 ) (644,469 ) Mark-to-Market adjustment to fair value (1,238,982 ) 183,185 Balance, end of period $ 2,618,641 $ 625,214 |
BASIS OF PRESENTATION AND SUM22
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - $ / shares | 1 Months Ended | 6 Months Ended | ||||||||
Jul. 25, 2016 | Jun. 30, 2018 | Apr. 30, 2018 | Feb. 22, 2018 | Feb. 06, 2018 | Dec. 31, 2017 | Dec. 14, 2017 | Nov. 09, 2017 | Mar. 28, 2017 | Mar. 27, 2017 | |
Basis of Presentation and Summary of Significant Accounting Policies (Textual) | ||||||||||
Common stock voting rights, description | The Company filed a Certificate of Amendment with the State of Florida to increase the authorized Common Stock, par value $0.001, to 8,000,000,000 common shares, and to effect a forward split of 150 shares for each 1 share of the Company's issued Common Stock ("Forward Split"). | |||||||||
Cash equivalent term (In days) | 90 days | |||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||
Common stock, authorized | 10,000,000,000 | 50,000,000,000 | 25,000,000,000 | 15,000,000,000 | 1,000,000,000 | 10,000,000,000 | 3,000,000,000 | 1,000,000,000 | 8,000,000,000 |
BASIS OF PRESENTATION AND SUM23
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Fair Value, Measurements, Recurring [Member] | Derivative [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value of Liability | $ 2,618,641 | $ 625,214 |
RESELLER AGREEMENT AND PROMIS24
RESELLER AGREEMENT AND PROMISSORY NOTE (Details Narrative) - USD ($) | Apr. 11, 2017 | Jun. 01, 2014 |
Reseller Agreement and Promissory Note (Textual) | ||
Reseller agreement (one-time fee) | $ 50,000 | |
Convertible promissory note, description | The fee payable has been secured by an interest free convertible promissory note (the "Note") due within ninety (90) days of the Company getting notice of effect from its S-1 Registration Statement as filed with the Securities and Exchange Commission, which occurred December 22, 2015. At any time prior to maturity of the Note, Concord Veterinary Supply may elect to convert the debt amount into shares of the common stock of the Company at a fixed price of $0.000667 per share. | |
Fixed price, price per share | $ 0.000667 | |
Gain on debt forgiveness | $ 50,000 | |
Outstanding promissory note | $ 50,000 |
PREPAID EXPENSES (Details)
PREPAID EXPENSES (Details) - USD ($) | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Prepaid Expenses | |||
Prepaid Fees | $ 1,000 | ||
Prepaid Expenses | $ 1,000 | $ 3,000 |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Proceeds from New Convertible Notes | $ 711,250 | $ 280,275 | ||
Interest Expenses | $ 392,901 | $ 50,939 | 714,188 | 52,567 |
Convertible Notes [Member] | ||||
Proceeds from New Convertible Notes | 711,250 | 280,275 | ||
Notes Converted | 297,119 | |||
Debt Discount | 40,261 | 552,334 | ||
Loan Fees | 6,438 | 73,345 | ||
Interest Expenses | $ 3,954 | $ 30,532 |
DERIVATIVE LIABIITIES (Details)
DERIVATIVE LIABIITIES (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Disclosure Derivative Liabiities Details Abstract | ||
Balance, beginning of period | $ 625,214 | |
Initial recognition of derivative liability | 4,866,511 | 1,086,498 |
Conversion of derivative instruments to Common Stock | (1,634,102) | (644,469) |
Mark-to-Market adjustment to fair value | (1,238,982) | 183,185 |
Balance, end of period | $ 2,618,641 | $ 625,214 |
DERIVATIVE LIABIITIES (Details
DERIVATIVE LIABIITIES (Details Narrative) - Liabilities, Total [Member] - $ / shares | 6 Months Ended | |
Jun. 30, 2018 | Dec. 31, 2017 | |
Expected dividends | 0.00% | |
Minimum [Member] | ||
Expected volatility | 456.68% | |
Expected term | 1 month 17 days | |
Risk free interest rate | 1.32% | |
Common Stock Price | $ 0.0005 | |
Exercise price | 0.00017 | |
Maximum [Member] | ||
Expected volatility | 632.79% | |
Expected term | 5 years | |
Risk free interest rate | 2.56% | |
Common Stock Price | 0.0047 | |
Exercise price | $ 0.00081 |
COMMON AND PREFERRED STOCK (Det
COMMON AND PREFERRED STOCK (Details) - USD ($) | May 16, 2017 | Mar. 28, 2017 | Mar. 17, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Apr. 30, 2018 | Feb. 22, 2018 | Feb. 06, 2018 | Dec. 31, 2017 | Dec. 14, 2017 | Nov. 09, 2017 | Apr. 07, 2017 | Mar. 27, 2017 | Dec. 02, 2016 | Jul. 25, 2016 | Dec. 31, 2015 | Jun. 01, 2014 |
Common and Preferred Stock (Textual) | |||||||||||||||||
Common stock, authorized | 1,000,000,000 | 10,000,000,000 | 50,000,000,000 | 25,000,000,000 | 15,000,000,000 | 1,000,000,000 | 10,000,000,000 | 3,000,000,000 | 8,000,000,000 | ||||||||
Preferred stock, issued | 1 | 1,000 | |||||||||||||||
Shares issued | 1,920,000 | ||||||||||||||||
Fair market value grant total | $ 96,000 | ||||||||||||||||
Common stock, issued | 2,537,426,611 | 669,209,173 | |||||||||||||||
Common stock, outstanding | 2,537,426,611 | 669,209,173 | |||||||||||||||
Treasury stock returned | 1,500,000,000 | ||||||||||||||||
Shares issued to Mr. Aruda as signing bonus | 7,500,000,000 | ||||||||||||||||
Shares returned by Mr. Edward Aruda | 7,361,250,000 | ||||||||||||||||
Agreement services payable | $ 49,389 | $ 178,500 | |||||||||||||||
Convertible per share | $ 0.000667 | ||||||||||||||||
Preferred stock, outstanding | 1 | 1,000 | |||||||||||||||
Series B Preferred Stock [Member] | |||||||||||||||||
Common and Preferred Stock (Textual) | |||||||||||||||||
Stock-based compensation | $ 21,000 | ||||||||||||||||
Preferred stock, issued | 20,000 | ||||||||||||||||
Consultant Agreement [Member] | |||||||||||||||||
Common and Preferred Stock (Textual) | |||||||||||||||||
Stock-based compensation | $ 67,500 | $ 15,000 | |||||||||||||||
Shares issued during the period | $ 82,500 | ||||||||||||||||
Stock Issued During Period, Shares, New Issues | 1,500,000 | ||||||||||||||||
Agreement services payable | $ 15,000 | ||||||||||||||||
Convertible per share | $ 0.01 | ||||||||||||||||
Fair market value per share | $ 0.055 | ||||||||||||||||
Common stock shares issued | 1,500,000 | ||||||||||||||||
Common stock value issued | $ 82,500 | ||||||||||||||||
Investor Relations Agreement [Member] | |||||||||||||||||
Common and Preferred Stock (Textual) | |||||||||||||||||
Stock-based compensation | $ 825 | ||||||||||||||||
Stock Issued During Period, Shares, New Issues | 1,500,000 | ||||||||||||||||
Common stock shares issued | 1,500,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) | May 16, 2017 | Apr. 07, 2017 | Apr. 03, 2017 | Jun. 30, 2017 | Jun. 19, 2017 | Mar. 28, 2017 | Mar. 17, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Oct. 15, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Nov. 13, 2017 | Dec. 31, 2017 |
Related Party Transactions (Textual) | ||||||||||||||
Consulting fees | $ 196,762 | $ 445,626 | $ 606,593 | $ 574,615 | ||||||||||
Accounts payable - related parties | $ 20,100 | $ 20,100 | $ 10,182 | |||||||||||
Stock based compensation | $ 96,000 | |||||||||||||
Shares issued | 1 | 1 | 1,000 | |||||||||||
Gain (loss) on settlement of debt | $ 50,000 | 50,000 | ||||||||||||
Stock Issued During Period, Value, Issued for Services | 49,389 | $ 178,500 | ||||||||||||
Consultant Agreement [Member] | ||||||||||||||
Related Party Transactions (Textual) | ||||||||||||||
Stock-based compensation | $ 67,500 | $ 15,000 | ||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 15,000 | |||||||||||||
Mr. Matthew C. Scott, Director [Member] | Consultant Agreement [Member] | ||||||||||||||
Related Party Transactions (Textual) | ||||||||||||||
Consulting fees | 75,000 | |||||||||||||
Stock based compensation | 140,000 | |||||||||||||
Annual fee, description | Entered into a consulting agreement with Mr. Scott for a term of one year, where under Mr. Scott shall receive an annual fee of $100,000 payable in quarterly installments | |||||||||||||
Unissued shares | 2,000,000 | |||||||||||||
Unissued shares value | $ 140,000 | $ 25,000 | ||||||||||||
Restricted Common stock issued for debt | 25,000,000 | |||||||||||||
Fair value of common stock issued | $ 1,200,000 | |||||||||||||
Gain (loss) on settlement of debt | 1,150,000 | |||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 50,000 | |||||||||||||
Agreement term | 1 year | |||||||||||||
Mr. Samuel Berry, Director [Member] | Consultant Agreement [Member] | ||||||||||||||
Related Party Transactions (Textual) | ||||||||||||||
Consulting fees | $ 50,000 | |||||||||||||
Stock based compensation | $ 50,000 | |||||||||||||
Restricted Common stock issued for debt | 1,000,000 | 75,000,000 | ||||||||||||
Fair value of common stock issued | $ 1,200,000 | |||||||||||||
Gain (loss) on settlement of debt | 1,150,000 | |||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 50,000 | $ 50,000 | ||||||||||||
Quarterly salary payment | $ 12,500 | |||||||||||||
Common stock per share | $ 0.05 | |||||||||||||
Payment of board meeting | $ 500 | |||||||||||||
Annual salary | $ 50,000 | |||||||||||||
Mr Edward Aruda [Member] | ||||||||||||||
Related Party Transactions (Textual) | ||||||||||||||
Consulting fees | 40,000 | |||||||||||||
Per month consulting fees | 5,000 | |||||||||||||
Stock based compensation | $ 21,000 | |||||||||||||
Gain (loss) on settlement of debt | $ 14,760 |
INCOME TAXES (Details)
INCOME TAXES (Details) | 6 Months Ended |
Jun. 30, 2018USD ($) | |
Income Tax Disclosure [Abstract] | |
Operating loss carry-forwards | $ 9,060,228 |
Operating losses expire year | Dec. 31, 2034 |
Income tax rate | 21.00% |
Net operating loss carry-forwards | $ 1,902,648 |
COMMITMENTS (Details)
COMMITMENTS (Details) - USD ($) | May 16, 2017 | Apr. 06, 2017 | Apr. 03, 2017 | Jun. 30, 2017 | Jun. 19, 2017 | Mar. 28, 2017 | Mar. 21, 2017 | Mar. 17, 2017 | Oct. 15, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Nov. 13, 2017 | Jun. 01, 2014 |
Commitments (Textual) | |||||||||||||
Shares issued | 1,920,000 | ||||||||||||
Fair market value grant total | $ 96,000 | ||||||||||||
Agreement services payable | $ 49,389 | $ 178,500 | |||||||||||
Convertible per share | $ 0.000667 | ||||||||||||
Mr. Matthew C. Scott, Director [Member] | Restricted Stock [Member] | |||||||||||||
Commitments (Textual) | |||||||||||||
Shares issued | 2,000,000 | ||||||||||||
Engagement Agreement [Member] | |||||||||||||
Commitments (Textual) | |||||||||||||
Consultant compensated services rendered | $ 1,000 | ||||||||||||
Contract expired date | Jun. 21, 2017 | ||||||||||||
Consultant Agreement [Member] | |||||||||||||
Commitments (Textual) | |||||||||||||
Consultant compensated services rendered | $ 1,500 | ||||||||||||
Service rendered bonus payable | 15,000 | ||||||||||||
Stock-based compensation | $ 67,500 | $ 15,000 | |||||||||||
Agreement services payable | $ 15,000 | ||||||||||||
Convertible per share | $ 0.01 | ||||||||||||
Fair market value per share | $ 0.055 | ||||||||||||
Common stock shares issued | 1,500,000 | ||||||||||||
Common stock value issued | $ 82,500 | ||||||||||||
Payment for advisor fee | $ 14,475 | ||||||||||||
Percentage of advisor fee | 10.00% | ||||||||||||
Consultant Agreement [Member] | Mr. Matthew C. Scott, Director [Member] | |||||||||||||
Commitments (Textual) | |||||||||||||
Fair market value grant total | $ 140,000 | ||||||||||||
Agreement services payable | $ 50,000 | ||||||||||||
Unissued shares | 2,000,000 | ||||||||||||
Unissued shares value | $ 140,000 | $ 25,000 | |||||||||||
Annual fee, description | Entered into a consulting agreement with Mr. Scott for a term of one year, where under Mr. Scott shall receive an annual fee of $100,000 payable in quarterly installments | ||||||||||||
Consultant Agreement [Member] | Mr. Samuel Berry, Director [Member] | |||||||||||||
Commitments (Textual) | |||||||||||||
Shares issued | 1,000,000 | ||||||||||||
Fair market value grant total | $ 50,000 | ||||||||||||
Agreement services payable | $ 50,000 | $ 50,000 | |||||||||||
Annual salary | $ 50,000 | ||||||||||||
Quarterly salary payment | $ 12,500 | ||||||||||||
Common stock per share | $ 0.05 | ||||||||||||
Payment of board meeting | $ 500 | ||||||||||||
Investor Relations Agreement [Member] | |||||||||||||
Commitments (Textual) | |||||||||||||
Stock-based compensation | $ 825 | ||||||||||||
Investor relations agreement, description | In consideration of the foregoing services performed by the third party, the Company will pay a fee of 1,920,000 restricted shares on or before April 1, 2017. In addition, the third party will remain the owner of at least 1% of the company's outstanding shares for a 1 year period. On April 1, 2018, the Company shall issue additional shares as necessary to bring the total number of shares paid to the third party to equal 1% of the outstanding shares of common stock as of 4/1/2018. In the event the Company does not issue the shares as required under this provision, the Company will be subject to a penalty of $5,000 per month until the shares are issued. | ||||||||||||
Common stock shares issued | 1,500,000 | ||||||||||||
Additional shares issued | 15,000 |