Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2020 | Oct. 30, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2020 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2020 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 333-239640 | |
Entity Registrant Name | BIO LAB NATURALS, INC. | |
Entity Central Index Key | 0001803977 | |
Entity Tax Identification Number | 84-2288662 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 7400 E. Crestline Circle | |
Entity Address, Address Line Two | Suite 130 | |
Entity Address, City or Town | Greenwood Village | |
Entity Address, State or Province | CO | |
Entity Address, Postal Zip Code | 80111 | |
City Area Code | (720) | |
Local Phone Number | 273-0433 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 10,753,504 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Current assets | ||
Cash | $ 122,752 | $ 69,527 |
Accounts receivable, net | 13,000 | |
Prepaids | 12,500 | |
Total current assets | 135,252 | 82,527 |
Equipment | ||
Equipment, net of accumulated depreciation, $25,681 | 177,281 | 160,536 |
Total Assets | 312,533 | 243,063 |
Current liabilities | ||
Accounts payable | 16,456 | 18,900 |
Due to related party | 3,270 | |
Total current liabilities | 16,456 | 22,170 |
Total liabilities | 16,456 | 22,170 |
Commitments and Contingencies | ||
Stockholders' Equity | ||
Preferred shares, $0.0001 par value, 5,000,000 shares authorized; Class A Convertible, deemed par value $0.04 per share; 500,000 shares issued and outstanding at September 30, 2020 and December 31, 2019 | 50 | 50 |
Common shares, $0.0001 par value, 200,000,000 shares authorized; 10,753,504 and 8,477,505 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively | 1,075 | 848 |
Additional paid in capital | 35,672,338 | 35,388,065 |
Retained (deficit) | (35,377,386) | (35,168,070) |
Total stockholders' equity | 296,077 | 220,893 |
Total Liabilities and Stockholders' Equity | $ 312,533 | $ 243,063 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Accumulated depreciation | $ 25,681 | $ 25,681 |
Preferred shares, par value | $ 0.0001 | $ 0.0001 |
Preferred shares, shares authorized | 5,000,000 | 5,000,000 |
Common shares, par value | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 200,000,000 | 200,000,000 |
Common shares, shares issued | 10,753,504 | 8,477,505 |
Common shares, shares outstanding | 10,753,504 | 8,477,505 |
Class A Convertible [Member] | ||
Preferred shares, par value | $ 0.04 | $ 0.04 |
Preferred shares, shares issued | 500,000 | 500,000 |
Preferred shares, shares outstanding | 500,000 | 500,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | ||
Income Statement [Abstract] | |||||
Sales | $ 21,000 | $ 21,000 | |||
Cost of sales | |||||
Cost of sales - other | 25,580 | 36,639 | |||
Depreciation | 8,783 | 25,681 | |||
Total cost of sales | 34,363 | 62,320 | |||
Gross profit | (13,363) | (41,320) | |||
Operating expenses | |||||
Consulting fees - related party | 48,000 | 39,500 | 48,000 | ||
Consulting fees | 3,360 | 13,860 | |||
General and administrative expenses - other | 12,606 | 25,000 | 28,984 | 25,000 | |
Professional fees | 28,385 | 85,401 | |||
Total operating expenses | 44,351 | 73,000 | 167,745 | 73,000 | |
Loss from operations | (57,714) | (73,000) | (209,065) | (73,000) | |
Other (expense) | |||||
Interest expense | (240) | (251) | (240) | ||
Loss before income taxes | (57,714) | (73,240) | (209,316) | (73,240) | |
Income taxes | |||||
Net loss | $ (57,714) | $ (73,240) | $ (209,316) | $ (73,240) | |
Net loss per common share - basic and diluted | [1] | $ (0.02) | |||
Weighted average number of common shares | 10,753,504 | 9,308,566 | 9,388,570 | 9,308,566 | |
[1] | Net loss is less than $0.01 per share. |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited) - 9 months ended Sep. 30, 2020 - USD ($) | Class A Convertible Preferred $0.0001 Par Value [Member] | Common Shares $0.0001 Par Value [Member] | Additional Paid-in Capital [Member] | Accumulated (Deficit) [Member] | Total |
BALANCES at Dec. 31, 2019 | $ 50 | $ 848 | $ 35,388,065 | $ (35,168,070) | $ 220,893 |
BALANCES, Shares at Dec. 31, 2019 | 500,000 | 8,477,505 | |||
Issuance of shares for services | $ 10 | 12,490 | 12,500 | ||
Issuance of shares for services, Shares | 100,000 | ||||
Issuance of shares for conversion of debt | $ 8 | 9,992 | 10,000 | ||
Issuance of shares for conversion of debt, Shares | 80,000 | ||||
Sale of shares for cash at $0.125 per share | $ 209 | 261,791 | 262,000 | ||
Sale of shares for cash at $0.125 per share, Shares | 2,095,999 | ||||
Net loss for the period | (209,316) | (209,316) | |||
BALANCES at Sep. 30, 2020 | $ 50 | $ 1,075 | $ 35,672,338 | $ (35,377,386) | $ 296,077 |
BALANCES, Shares at Sep. 30, 2020 | 500,000 | 10,753,504 |
CONSOLIDATED STATEMENT OF CHA_2
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) | Sep. 30, 2020$ / shares |
Statement of Stockholders' Equity [Abstract] | |
Sale of stock price per share | $ 0.125 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
OPERATING ACTIVITIES | ||
Net loss | $ (209,316) | $ (73,240) |
Adjustment to reconcile net loss to net cash flows used in operating activities | ||
Depreciation | 25,681 | |
Issuance of shares for services | 12,500 | |
Changes in: | ||
Accounts receivable - net | 13,000 | |
Deposits | (12,500) | |
Accounts payable and accrued liabilities | (12,444) | 48,240 |
Net cash (used in) operating activities | (183,079) | (25,000) |
INVESTING ACTIVITIES | ||
Purchase of equipment | (32,426) | |
FINANCING ACTIVITIES | ||
Funds from sale of common shares | 262,000 | |
Funds from loans, net of repayments - related party | 6,730 | 25,000 |
Net cash provided by financing activities | 268,730 | 25,000 |
Net increase in cash | 53,225 | |
Cash at beginning of period | 69,527 | |
Cash at end of period | 122,752 | |
Supplemental Schedule of Cash Flow Information: | ||
Interest paid | 251 | |
Income taxes paid | ||
Supplemental Schedule of Non-Cash Flow Information | ||
Issuance of shares for debt | $ 10,000 |
Organization and History
Organization and History | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and History | Vyta Corp (the “Company”) was incorporated in Nevada in June 1996. On August 20, 2010, it changed its state of incorporation to Delaware and on November 5, 2010 it changed its name to Bio Lab Naturals, Inc. On August 20, 2010, the Company executed a redomicile merger with its wholly owned subsidiary Vyta Corp (Delaware), as result of the merger the Company’s corporate domicile moved from Nevada to Delaware. Prior to 2011, the Company was involved in various business activities and since then the Company has been seeking a business opportunity. Effective December 31, 2019, the Company entered into a Reorganization Agreement with Prime Time Live, Inc., a Colorado corporation (“PTL”), whereby PTL merged with a newly formed wholly owned subsidiary of the Company, and the subsidiary being the survivor in exchange for the Company issuing one share of its common stock for each share of PTL’s 5,500,000 issued and outstanding shares of common stock. See Note 5 – Significant Acquisition. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies Principles of Consolidation The accompanying consolidated financial statements include the accounts of Bio Lab Naturals, Inc. and its wholly owned subsidiary. All intercompany balances have been eliminated during consolidation. Use of Estimates in the Preparation of Consolidated Financial Statements The preparation of consolidated financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Significant estimates include the fair value of assets and liabilities, income taxes and the valuation allowances related to accounts receivable, deferred tax assets and contingencies. Cash and Cash Equivalents The Company considers all liquid investments purchased with an initial maturity of three months or less to be cash equivalents. Cash and cash equivalents include demand deposits carried at cost which approximates fair value. The Company maintains its cash in institutions insured by the Federal Deposit Insurance Corporation (“FDIC”). Concentration of Credit Risk The Company offers its services to a small number of clients. This risk of non-payment by these clients is considered minimal and the Company does not generally obtain collateral for sales. The Company continually monitors the credit standing of its clients. Accounts Receivable The Company records accounts receivable at net realizable value. This value includes an appropriate allowance for uncollectible accounts to reflect any loss anticipated on the accounts receivable balances and is charged to other income (expense) in the statements of operations. Management calculates this allowance based on its history of write-offs, the level of past-due accounts based on the contractual terms of the receivables, and the Company’s relationships with, and the economic status of, its clients. At September 30, 2020 and December 31, 2019, there are no allowance for uncollectible accounts. Equipment Equipment is recorded at cost and consists of video equipment. Expenditures for major additions and improvements are capitalized and minor replacements, maintenance, and repairs are charged to expense as incurred. When equipment is retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective period. Depreciation of video equipment is over the estimated useful life of five years using the straight-line method for consolidated financial statement purposes. At September 30, 2020 and December 31, 2019 there were capitalized costs of $177,281 and $ $160,536, respectively. Depreciation expense for the three ended September 30, 2020 and 2019 was $8,783 and $0, respectively and for the nine months ended September 30, 2020 and 2019 was $25,681 and $0, respectively. See Note 4 – Fair Value Measurements. Revenue recognition The Company follows the provisions of Accounting Standards Update (“ASU”) No. 2014 - 09, Revenue from Contracts with Customers (Topic 606), Under ASU 2014 - 09, the Company recognizes revenue when control of the promised services is transferred to clients, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. The Company derives its revenues from the rendering of entertainment rental services. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its contracts: Identify the contract with a client; Identify the performance obligations in the contract; Determine the transaction price; Allocate the transaction price to performance obligations in the contract; and Recognize revenue as the performance obligation is satisfied. Impairment of Long-Lived Assets In accordance with authoritative guidance on accounting for the impairment or disposal of long-lived assets, as set forth in Topic 360 of the ASC, the Company assesses the recoverability of the carrying value of its long-lived assets when events occur that indicate an impairment in value may exist. An impairment loss is indicated if the sum of the expected undiscounted future net cash flows is less than the carrying amount of the assets. If this occurs, an impairment loss is recognized for the amount by which the carrying amount of the assets exceeds the estimated fair value of the assets. Other Comprehensive Loss The Company has no material components of other comprehensive loss and accordingly, net loss is equal to comprehensive loss for the period. Income Taxes The Company uses the liability method of accounting for income taxes under which deferred tax assets and liabilities are recognized for the future tax consequences of temporary differences between the accounting bases and the tax bases of the Company’s assets and liabilities. The deferred tax assets and liabilities are computed using enacted tax rates in effect for the year in which the temporary differences are expected to reverse. The Company's deferred income taxes include certain future tax benefits. The Company records a valuation allowance against any portion of those deferred income tax assets when it believes, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred income tax asset will not be realized. The Company has adopted ASC guidance regarding accounting for uncertainty in income taxes. This guidance clarifies the accounting for income taxes by prescribing the minimum recognition threshold an income tax position is required to meet before being recognized in the consolidated financial statements and applies to all income tax positions. Each income tax position is assessed using a two-step process. A determination is first made as to whether it is more likely than not that the income tax position will be sustained, based upon technical merits, upon examination by the taxing authorities. If the income tax position is expected to meet the more likely than not criteria, the benefit recorded in the consolidated financial statements equals the largest amount that is greater than 50% likely to be realized upon its ultimate settlement. At September 30, 2020 and December 31, 2019, there were no uncertain tax positions that required accrual. Goodwill In accordance with generally accepted accounting principles, goodwill cannot be amortized, however, it must be tested annually for impairment. This impairment test is calculated at the reporting unit level. The goodwill impairment test has two steps. The first identifies potential impairments by comparing the fair value of a reporting unit with its book value, including goodwill. If the fair value of the reporting unit exceeds the carrying amount, goodwill is not impaired and the second step is not necessary. If the carrying value exceeds the fair value, the second step calculates the possible impairment loss by comparing the implied fair value of goodwill with the carrying amount. If the implied goodwill is less than the carrying amount, a write-down is recorded. Management tests goodwill each year for impairment, or when facts or circumstances indicate impairment has occurred. Net Loss per Share Basic net loss per common share of stock is calculated by dividing net loss available to common stockholders by the weighted-average number of common shares outstanding during each period. Diluted net loss per common share is calculated by dividing net loss by the weighted-average number of common shares outstanding, including the effect of other dilutive securities. The Company’s had no potentially dilutive securities issued as of and during the three and nine months ended September 30, 2020 and 2019. Equity Based Payments The Company recognizes compensation cost for equity-based awards based on estimated fair value of the award and records capitalized cost or compensation expense over the requisite service period. Off-Balance Sheet Arrangements As part of its ongoing business, the Company has not participated in transactions that generate relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities (SPEs), which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. For the period through September 30, 2020, the Company has not been involved in any unconsolidated SPE transactions. Subsequent Events The Company evaluates events and transactions after the balance sheet date but before the consolidated financial statements are issued. |
Going Concern and Managements'
Going Concern and Managements' Plan | 9 Months Ended |
Sep. 30, 2020 | |
Going Concern And Managements Plan | |
Going Concern and Managements' Plan | Note 3 – Going Concern and Managements’ Plan The Company’s consolidated financial statements for the three and nine months ended September 30, 2020 have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. The Company reported a net loss for the three and nine months ended September 30, 2020 of $57,714 and $209,316, respectively and an accumulated deficit of $35,377,386 at September 30, 2020. The Company’s significant operating losses raise substantial doubt about its ability to continue as a going concern within one year after the date of the issuance of these financial statements. The future success of the Company is dependent on its ability to attract additional capital and ultimately, upon its ability to develop future profitable operations. There can be no assurance that the Company will be successful in obtaining such financing, or that it will attain positive cash flow from operations. However, management believes that actions presently being taken to raise additional capital as more fully disclosed in these financial statements provides the opportunity for the Company to continue as a going concern. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 4 – Fair Value Measurements The Company applies the authoritative guidance applicable to all financial assets and liabilities required to be measured and reported on a fair value basis, as well as to non-financial assets and liabilities measured at fair value on a non-recurring basis, including impairments of long-lived assets. The fair value of an asset or liability is the amount that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. The Company maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. Observable inputs are inputs that market participants would use in valuing the asset or liability based on market data obtained from sources independent of the Company. Unobservable input are inputs that reflect the Company’s assumptions of what market participants would use in valuing the asset or liability based on the information available in the circumstances. Financial and non-financial assets and liabilities are classified within the valuation hierarchy based upon the lowest level of input that is significant to the fair value measurement. The Company’s policy is to recognize transfers in and out of the fair value hierarchy as of the end of the reporting period in which the event or change in circumstances caused the transfer. The Company has consistently applied the valuation techniques discussed below in all periods presented. The hierarchy is organized into three levels based on the reliability of the inputs as follows: Level 1: Quoted prices in active markets for identical assets or liabilities; or Level 2: Quoted prices in active markets for similar assets and liabilities and inputs, quoted prices for identical or similar assets or liabilities in markets that are not active and model-derived valuations whose inputs or significant value drivers are observable; or Level 3: Unobservable pricing inputs in which there is little or no market data, which requires the reporting entity to develop its own assumptions. The following table presents the Company’s non-financial assets and liabilities that were measured at fair value on a non-recurring basis at December 31, 2019 by level within the fair value hierarchy: Description Level 1 Level 2 Level 3 Total Assets Equipment $ — $ — $ 160,536 $ 160,536 Goodwill $ — $ — $ 1,429,107 $ 1,429,107 Effective December 31 2019, the Company’s equipment was tested under ASC 360 as to its recoverability to determine if impairment is required under the accounting guidance. The Company used Level 3 inputs to measure the fair value of the assets. As such, there was no impairment. Effective December 31, 2019, the Company acquired Prime Time Live Inc. and as a result realized goodwill in the amount of $1,429,107. Thus, due to the significance of this event, goodwill was tested under ASC 360 as to its recoverability. Therefore, goodwill is recorded at fair value if impairment is required under the accounting guidance. The Company used Level 3 inputs to measure the fair value of the asset and management determined that there were no future undiscounted cash flows associated with goodwill. As such, the Company’s goodwill was fully impaired at December 31, 2019 in the amount of $1,429,107. |
Significant Acquisition
Significant Acquisition | 9 Months Ended |
Sep. 30, 2020 | |
Business Combinations [Abstract] | |
Significant Acquisition | Note 5 – Significant Acquisition Effective December 31, 2019, the Company entered into a Reorganization Agreement with Prime Time Live, Inc., a Colorado corporation whereby PTL merged with a newly formed wholly owned subsidiary of the Company, and the subsidiary being the survivor in exchange for the Company issuing one share of its common stock for each share of PTL’s 5,500,000 issued and outstanding shares of common stock valued at $0.30 per share, based upon the stock price on the OTC markets at December 31, 2019, or a total value of $1,650,000. The following table presents the allocation of the consideration given to the assets acquired and liabilities assumed, based on their fair values at December 31, 2019: Consideration Given Shares of common stock $ 1,650,000 Total purchase price $ 1,650,000 Allocation of Consideration Given Cash $ 69,527 Accounts receivable, net 13,000 Equipment 160,536 Goodwill 1,429,107 Total assets 1,672,170 Current liabilities 22,170 Net assets acquired $ 1,650,000 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Debt | Note 6 – Debt Convertible Promissory Note An affiliate of an officer of the Company, loaned the Company $14,200 in exchange for an unsecured convertible promissory note that included interest at the rate of six percent (6%) per annum on the unpaid principal balance with any accrued and unpaid interest due on or before December 31, 2020 (the “Note”). The Note allowed for the note holder to convert, at their discretion, any accrued and unpaid interest and principal balance due on the Note in whole or in part into shares of the Company’s common stock at a conversion price of $0.125 per share. On June 12, 2020, the note holder converted $10,000 of the Note into 80,000 shares of the Company’s common stock and on July 1, 2020 the Company repaid $4,200 in principal on the Note plus $251 in interest. At September 30, 2020, the Note was paid in full. See Note 9 - Related Party Transactions. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2020 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Note 7 – Stockholders’ Equity Preferred Shares Class A Convertible At September 30, 2020, there are a total of 500,000 shares of Class A Convertible shares of preferred stock (“Class A”) issued and outstanding. The Class A shares provide that when voting as a single class, the shares shall have the votes and the voting power at all times to be at least 60% of the voting power of the Company. Further, the holders of the Class A shares at their discretion and subject to a change of control and to the qualification by application to either NASQAD or NYSE Emerging Markets, can convert their one share of Class A into two shares of the Company’s common stock, subject to adjustment. In addition, the holder of the shares of Class A is entitled to a liquidation preference of the Company senior to all other securities of the Company. Common Shares The Company’s capital stock at September 30, 2020 consists of 200,000,000 authorized shares of $0.0001 par value common stock. At September 30, 2020, there are a total of 10,753,504 shares of common stock issued and outstanding. During the nine months ended September 30, 2020, the Company sold 2,095,999 of its common stock as part of a private placement for $262,000 in cash or $0.125 per share, issued 100,000 shares of its common for services rendered in the amount of $12,500 and issued 80,000 shares of its common stock to convert debt in the amount of $10,000. See Note 9 – Related Party Transactions. |
Equity Based Payments
Equity Based Payments | 9 Months Ended |
Sep. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Equity Based Payments | Note 8 – Equity Based Payments The Company accounts for equity-based payment accruals under authoritative guidance as set forth in the Topics of the ASC. The guidance requires all equity-based payments to employees and non-employees, including grants of employee and non-employee stock options and warrants, to be recognized in the consolidated financial statements based at their fair values. 2014 Stock Incentive Plan Effective January 15, 2020, the Company’s adopted its 2020 Stock Option and Award Plan (the “2020 Stock Incentive Plan”). Under the 2020 Stock Incentive Plan, the Board of Directors may grant options or purchase rights to purchase common stock to officers, employees, and other persons who provide services to the Company or any related company. The participants to whom awards are granted, the type of awards granted, the number of shares covered for each award, and the purchase price, conditions and other terms of each award are determined by the Board of Directors, except that the term of the options shall not exceed 10 years. A total of 2 million shares of the Company’s common stock are subject to the 2020 Stock Incentive Plan. The shares issued for the 2020 Stock Incentive Plan may be either treasury or authorized and unissued shares. During the three and nine months ended September 30, 2020, the Company granted no options under the 2020 Stock Incentive Plan. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 9 – Related Party Transactions Due to Related Parties During the three months ended September 30, 2020, the Company repaid an affiliate of one of its officers $4,200 in principal plus $251 in interest toward an unsecured convertible promissory note. During the three months ended September 30, 2020, the Company repaid an affiliate of one of its officers $3,270 on an unsecured loan and at September 30, 2020 owes $0. During the nine months ended September 30, 2020, the Company repaid an affiliate of one of its officers $10,000 toward an unsecured convertible promissory note by issuing 80,000 shares of its common stock value at $0.125 per share. Equity for Services During the nine months ended September 30, 2020, the Company issued 100,000 shares of its common stock to two of its board members valued at $12,500 in exchange for services and expensed such services as consulting fees in the statement of operations. Consulting Fees During the nine months ended September 30, 2020 and 2019, the Company incurred consulting fees in the amount of $39,500 and $48,000, respectively to an officer, an officer of one of its affiliates and a promoter. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 9 – Subsequent Events The Company’s Form S-1 Registration Statement filed with the Securities and Exchange Commission became effective on October 16, 2020. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of Bio Lab Naturals, Inc. and its wholly owned subsidiary. All intercompany balances have been eliminated during consolidation. |
Use of Estimates in the Preparation of Consolidated Financial Statements | Use of Estimates in the Preparation of Consolidated Financial Statements The preparation of consolidated financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Significant estimates include the fair value of assets and liabilities, income taxes and the valuation allowances related to accounts receivable, deferred tax assets and contingencies. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all liquid investments purchased with an initial maturity of three months or less to be cash equivalents. Cash and cash equivalents include demand deposits carried at cost which approximates fair value. The Company maintains its cash in institutions insured by the Federal Deposit Insurance Corporation (“FDIC”). |
Concentration of Credit Risk | Concentration of Credit Risk The Company offers its services to a small number of clients. This risk of non-payment by these clients is considered minimal and the Company does not generally obtain collateral for sales. The Company continually monitors the credit standing of its clients. |
Accounts Receivable | Accounts Receivable The Company records accounts receivable at net realizable value. This value includes an appropriate allowance for uncollectible accounts to reflect any loss anticipated on the accounts receivable balances and is charged to other income (expense) in the statements of operations. Management calculates this allowance based on its history of write-offs, the level of past-due accounts based on the contractual terms of the receivables, and the Company’s relationships with, and the economic status of, its clients. At September 30, 2020 and December 31, 2019, there are no allowance for uncollectible accounts. |
Equipment | Equipment Equipment is recorded at cost and consists of video equipment. Expenditures for major additions and improvements are capitalized and minor replacements, maintenance, and repairs are charged to expense as incurred. When equipment is retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective period. Depreciation of video equipment is over the estimated useful life of five years using the straight-line method for consolidated financial statement purposes. At September 30, 2020 and December 31, 2019 there were capitalized costs of $177,281 and $ $160,536, respectively. Depreciation expense for the three ended September 30, 2020 and 2019 was $8,783 and $0, respectively and for the nine months ended September 30, 2020 and 2019 was $25,681 and $0, respectively. See Note 4 – Fair Value Measurements. |
Revenue recognition | Revenue recognition The Company follows the provisions of Accounting Standards Update (“ASU”) No. 2014 - 09, Revenue from Contracts with Customers (Topic 606), Under ASU 2014 - 09, the Company recognizes revenue when control of the promised services is transferred to clients, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. The Company derives its revenues from the rendering of entertainment rental services. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its contracts: Identify the contract with a client; Identify the performance obligations in the contract; Determine the transaction price; Allocate the transaction price to performance obligations in the contract; and Recognize revenue as the performance obligation is satisfied. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets In accordance with authoritative guidance on accounting for the impairment or disposal of long-lived assets, as set forth in Topic 360 of the ASC, the Company assesses the recoverability of the carrying value of its long-lived assets when events occur that indicate an impairment in value may exist. An impairment loss is indicated if the sum of the expected undiscounted future net cash flows is less than the carrying amount of the assets. If this occurs, an impairment loss is recognized for the amount by which the carrying amount of the assets exceeds the estimated fair value of the assets. |
Other Comprehensive Loss | Other Comprehensive Loss The Company has no material components of other comprehensive loss and accordingly, net loss is equal to comprehensive loss for the period. |
Income Taxes | Income Taxes The Company uses the liability method of accounting for income taxes under which deferred tax assets and liabilities are recognized for the future tax consequences of temporary differences between the accounting bases and the tax bases of the Company’s assets and liabilities. The deferred tax assets and liabilities are computed using enacted tax rates in effect for the year in which the temporary differences are expected to reverse. The Company's deferred income taxes include certain future tax benefits. The Company records a valuation allowance against any portion of those deferred income tax assets when it believes, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred income tax asset will not be realized. The Company has adopted ASC guidance regarding accounting for uncertainty in income taxes. This guidance clarifies the accounting for income taxes by prescribing the minimum recognition threshold an income tax position is required to meet before being recognized in the consolidated financial statements and applies to all income tax positions. Each income tax position is assessed using a two-step process. A determination is first made as to whether it is more likely than not that the income tax position will be sustained, based upon technical merits, upon examination by the taxing authorities. If the income tax position is expected to meet the more likely than not criteria, the benefit recorded in the consolidated financial statements equals the largest amount that is greater than 50% likely to be realized upon its ultimate settlement. At September 30, 2020 and December 31, 2019, there were no uncertain tax positions that required accrual. |
Goodwill | Goodwill In accordance with generally accepted accounting principles, goodwill cannot be amortized, however, it must be tested annually for impairment. This impairment test is calculated at the reporting unit level. The goodwill impairment test has two steps. The first identifies potential impairments by comparing the fair value of a reporting unit with its book value, including goodwill. If the fair value of the reporting unit exceeds the carrying amount, goodwill is not impaired and the second step is not necessary. If the carrying value exceeds the fair value, the second step calculates the possible impairment loss by comparing the implied fair value of goodwill with the carrying amount. If the implied goodwill is less than the carrying amount, a write-down is recorded. Management tests goodwill each year for impairment, or when facts or circumstances indicate impairment has occurred. |
Net Loss per Share | Net Loss per Share Basic net loss per common share of stock is calculated by dividing net loss available to common stockholders by the weighted-average number of common shares outstanding during each period. Diluted net loss per common share is calculated by dividing net loss by the weighted-average number of common shares outstanding, including the effect of other dilutive securities. The Company’s had no potentially dilutive securities issued as of and during the three and nine months ended September 30, 2020 and 2019. |
Equity Based Payments | Equity Based Payments The Company recognizes compensation cost for equity-based awards based on estimated fair value of the award and records capitalized cost or compensation expense over the requisite service period. |
Off-Balance Sheet Arrangements | Off-Balance Sheet Arrangements As part of its ongoing business, the Company has not participated in transactions that generate relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities (SPEs), which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. For the period through September 30, 2020, the Company has not been involved in any unconsolidated SPE transactions. |
Subsequent Events | Subsequent Events The Company evaluates events and transactions after the balance sheet date but before the consolidated financial statements are issued. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of Non-Financial Assets and Liabilities Measured at Fair Value on Non-Recurring Basis | The following table presents the Company’s non-financial assets and liabilities that were measured at fair value on a non-recurring basis at December 31, 2019 by level within the fair value hierarchy: Description Level 1 Level 2 Level 3 Total Assets Equipment $ — $ — $ 160,536 $ 160,536 Goodwill $ — $ — $ 1,429,107 $ 1,429,107 |
Significant Acquisition (Tables
Significant Acquisition (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Business Combinations [Abstract] | |
Schedule of Allocation of Consideration Given to Assets Acquired and Liabilities Assumed | The following table presents the allocation of the consideration given to the assets acquired and liabilities assumed, based on their fair values at December 31, 2019: Consideration Given Shares of common stock $ 1,650,000 Total purchase price $ 1,650,000 Allocation of Consideration Given Cash $ 69,527 Accounts receivable, net 13,000 Equipment 160,536 Goodwill 1,429,107 Total assets 1,672,170 Current liabilities 22,170 Net assets acquired $ 1,650,000 |
Organization and History (Detai
Organization and History (Details) - shares | Sep. 30, 2020 | Dec. 31, 2019 |
Common shares, shares issued | 10,753,504 | 8,477,505 |
Common shares, shares outstanding | 10,753,504 | 8,477,505 |
Prime Time Live, Inc [Member] | ||
Common shares, shares issued | 5,500,000 | |
Common shares, shares outstanding | 5,500,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | |||||
Capitalized costs | $ 177,281 | $ 177,281 | $ 160,536 | ||
Depreciation expense | $ 8,783 | $ 25,681 |
Going Concern and Managements_2
Going Concern and Managements' Plan (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Going Concern And Managements Plan | |||||
Net loss | $ 57,714 | $ 73,240 | $ 209,316 | $ 73,240 | |
Accumulated deficit | $ 35,377,386 | $ 35,377,386 | $ 35,168,070 |
Fair Value Measurements (Schedu
Fair Value Measurements (Schedule of Non-Financial Assets and Liabilities Measured on Non-Recurring Basis) (Details) - Nonrecurring [Member] | Dec. 31, 2019USD ($) |
Assets | |
Equipment | $ 160,536 |
Goodwill | 1,429,107 |
Level 1 [Member] | |
Assets | |
Equipment | |
Goodwill | |
Level 2 [Member] | |
Assets | |
Equipment | |
Goodwill | |
Level 3 [Member] | |
Assets | |
Equipment | 160,536 |
Goodwill | $ 1,429,107 |
Significant Acquisition (Narrat
Significant Acquisition (Narrative) (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Business Acquisition [Line Items] | ||
Common shares, par value | $ 0.0001 | $ 0.0001 |
Common shares, shares issued | 10,753,504 | 8,477,505 |
Common shares, shares outstanding | 10,753,504 | 8,477,505 |
Common stock value | $ 1,075 | $ 848 |
Prime Time Live, Inc [Member] | ||
Business Acquisition [Line Items] | ||
Common shares, par value | $ 0.30 | |
Common shares, shares issued | 5,500,000 | |
Common shares, shares outstanding | 5,500,000 | |
Common stock value | $ 1,650,000 |
Significant Acquisition (Schedu
Significant Acquisition (Schedule of Allocation of Consideration Given to Assets Acquired and Liabilities Assumed) (Details) - Prime Time Live, Inc [Member] | 1 Months Ended |
Dec. 31, 2019USD ($) | |
Consideration Given | |
Shares of common stock | $ 1,650,000 |
Total purchase price | 1,650,000 |
Allocation of Consideration Given | |
Cash | 69,527 |
Accounts receivable, net | 13,000 |
Equipment | 160,536 |
Goodwill | 1,429,107 |
Total assets | 1,672,170 |
Current liabilities | 22,170 |
Net assets acquired | $ 1,650,000 |
Debt (Details)
Debt (Details) - An affiliate of an officer of Company [Member] - Unsecured convertible promissory note [Member] - USD ($) | Jun. 12, 2020 | Sep. 30, 2020 | Jul. 02, 2020 |
Debt Instrument [Line Items] | |||
Debt instrument face amount | $ 14,200 | ||
Interest rate | 6.00% | ||
Debt conversion shares issued, price per share | $ 0.125 | ||
Debt conversion shares issued | 80,000 | ||
Debt conversion shares issued, value | $ 10,000 | ||
Debt instrument face amount owed | $ 4,200 | ||
Accrued interest | $ 251 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | |
Common shares, par value | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 200,000,000 | 200,000,000 |
Common shares, shares issued | 10,753,504 | 8,477,505 |
Common shares, shares outstanding | 10,753,504 | 8,477,505 |
Sale of shares for cash | $ 262,000 | |
Sale of stock price per share | $ 0.125 | |
Issuance of shares for services | $ 12,500 | |
Private Placement [Member] | ||
Sale of shares for cash | $ 262,000 | |
Sale of shares for cash, Shares | 2,095,999 | |
Sale of stock price per share | $ 0.125 | |
Issuance of shares for services | $ 12,500 | |
Issuance of shares for services, Shares | 100,000 | |
Debt conversion shares issued | 80,000 | |
Debt conversion shares issued, value | $ 10,000 | |
Class A Convertible [Member] | ||
Preferred shares, shares issued | 500,000 | 500,000 |
Preferred shares, shares outstanding | 500,000 | 500,000 |
Voting rights | The Class A shares provide that when voting as a single class, the shares shall have the votes and the voting power at all times to be at least 60% of the voting power of the Company. |
Equity Based Payments (Details)
Equity Based Payments (Details) - 2020 Stock Incentive Plan [Member] | 9 Months Ended |
Sep. 30, 2020shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options term | P10Y |
Common stock issued | 2,000,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Related Party Transaction [Line Items] | ||||
Issuance of shares for services | $ 12,500 | |||
Consulting fees, related party | $ 48,000 | 39,500 | $ 48,000 | |
Interest paid | 251 | |||
Affiliate officers [Member] | ||||
Related Party Transaction [Line Items] | ||||
Repayments of Unsecured Debt | 3,270 | |||
Unsecured Debt | $ 0 | $ 0 | ||
Affiliate officers [Member] | Unsecured convertible promissory note [Member] | ||||
Related Party Transaction [Line Items] | ||||
Debt conversion shares issued, price per share | $ 0.125 | $ 0.125 | ||
Repayments of Unsecured Debt | $ 4,200 | $ 10,000 | ||
Interest paid | $ 251 | |||
Debt conversion shares issued | 80,000 | |||
Board members [Member] | ||||
Related Party Transaction [Line Items] | ||||
Issuance of shares for services | $ 12,500 | |||
Issuance of shares for services, Shares | 100,000 | |||
Officers and Affiliate [Member] | ||||
Related Party Transaction [Line Items] | ||||
Consulting fees, related party | $ 39,500 | $ 48,000 |