10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2019

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

COMMISSION FILE NUMBER: 333-208293

Canbiola. inc.

(Exact name of Registrant as specified in its charter)

Florida	20-3624118
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

960 South Broadway, Suite 120

Hicksville NY 11801

(Address of principal executive offices)

(516) 595-9544

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [  ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [  ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	[  ]	Accelerated filer	[  ]
Non-accelerated filer	[  ]	Smaller reporting company	[X]
Emerging Growth Company	[X]
(Do not check if smaller reporting company)

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [  ] Yes [X] No

The number of shares of the registrant’s only class of common stock issued and outstanding as of May 17, 2019 was 552,992,664 shares.

EXPLANATORY NOTE

Canbiola, Inc. (the “Company”) inadvertently provided an incorrect contact phone number in its Quarterly Report on Form 10-Q for the period ended March 31, 2019 (the “Original Filing”) and did not include interactive data (aka XBRL’s) for the Original Filing. This Amendment No. 1 on Form 10-Q/A (“Amendment No. 1”) is being filed solely to include the Company’s interactive data and to amend the Company’s phone number.

CANBIOLA, INC.

FORM 10-Q/A

March 31, 2019

TABLE OF CONTENTS

		Page No.
PART I. - FINANCIAL INFORMATION
Item 1.	Financial Statements	3
	Consolidated Balance Sheets March 31, 2019 and December 31, 2018	3
	Consolidated Statements of Operations – Three Months Ended March 31, 2019 and 2018	4
	Consolidated Statements of Cash Flows – Three Months Ended March 31, 2019 and 2018	5
	Condensed Notes to Unaudited Consolidated Financial Statements.	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	23
Item 3	Quantitative and Qualitative Disclosures About Market Risk.	24
Item 4	Controls and Procedures.	24
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	24
Item 1A.	Risk Factors	24
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	24
Item 3.	Defaults Upon Senior Securities	25
Item 4.	Mine Safety Disclosures	25
Item 5.	Other Information	25
Item 6.	Exhibits	25

2

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

Canbiola, Inc. and Subsidiary

Consolidated Balance Sheets

	March 31, 2019			December 31, 2018
Assets
Current assets:
Cash and cash equivalents	$	567,291		$	807,747
Accounts receivable, less allowance for doubtful accounts of $0 and $0, respectively		324,449			39,172
Inventory		77,110			87,104
Prepaid expenses - current		238,079			210,351
Deposit - current		150,000			-
Total current assets		1,356,929			1,144,374
Property and equipment, at cost less accumulated depreciation of $34,738 and $20,248, respectively		743,368			59,619
Other assets:
Deposit - noncurrent		19,787			48,726
Prepaid expenses - noncurrent		2,061,356			2,365,719
Note receivable - noncurrent		19,389			19,389
Intangible assets, net of accumulated amortization of $2,194 and $0, respectively		196,461			-
Goodwill (Note 4)		55,849			55,849
Right-of-Use Asset		90,591			-
Total other assets		2,443,433			2,489,683
Total assets	$	4,543,730		$	3,693,675
Liabilities and Stockholders’ Deficiency
Current liabilities:
Notes and loans payable	$	17,370		$	19,205
Accounts payable		126,747			73,059
Accrued officers compensation		68,750			68,750
Other accrued expenses payable		44,955			43,778
Current portion of lease liability		31,466			-
Total current liabilities		289,288			204,792
Non-current portion of lease liability		59,125			-
Total liabilities		348,413			204,792
Commitments and contingencies (Notes 14)
Stockholders’ deficiency:
Preferred stock, authorized 5,000,000 shares:
Series A Preferred stock, no par value: authorized 20 shares, issued and outstanding 17 and 18 shares, respectively		4,546,924			4,557,424
Series B Preferred stock, $0.001 par value: authorized 500,000 shares, issued and outstanding 342,853 and 499,958 shares, respectively		322			479
Common stock, no par value; authorized 750,000,000 shares, issued and outstanding 548,487,714 and 440,566,325 shares, respectively		18,531,529			16,624,557
Additional Paid-in capital		872,976			872,976
Additional Paid-in capital – Stock Options (Note 12)		202,200			202,200
Accumulated deficit		(19,958,634	)		(18,768,753	)
Total stockholders’ deficiency		4,195,317			3,488,883
Total liabilities and stockholders’ deficiency	$	4,543,730		$	3,693,675

See notes to consolidated financial statements.

3

Canbiola, Inc. and Subsidiary

Consolidated Statements of Operations and Comprehensive Loss

Three Months Ended March 31, 2019 and 2018

(Unaudited)

	2019			2018
Revenues
Product Sales	$	515,360		$	62,969
Service Revenue		1,800			6,800
Total Revenues		517,160			69,769
Cost of product sales		262,553			44,587
Gross Profit		254,607			25,182
Operating costs and expenses:
Officers and directors compensation (including stock- based compensation of $262,420 and $202,800 respectively)		445,550			262,800
Consulting fees (including stock-based compensation of $565,776 and $11,000, respectively)		663,751			275,908
Advertising expense		26,388			22,333
Hosting expense		450			3,668
Rent expense		11,860			16,265
Professional fees		37,836			13,383
Depreciation of property and equipment		2,765			803
Amortization of intangible assets		2,194			-
Other		235,881			64,713
Total operating expenses		1,426,675			659,873
Loss from operations		(1,172,068	)		(634,691	)
Other income (expense):
Interest income		-			2,512
Income (expense) from derivative liability		-			1,075,706
Interest expense (including amortization of debt discounts of $0 and $28,464, respectively)		(446	)		(35,969	)
Other income (expense) - net		(446	)		1,042,249
Income (Loss) before provision for income taxes		(1,172,514	)		407,558
Provision for income taxes		-			-
Net income (loss) and comprehensive loss	$	(1,172,514	)	$	407,558
Net income (loss) per common share - basic and diluted	$	(0.00	)	$	0.00
Weighted average common shares outstanding –
Basic		501,585,684			229,607,879
Diluted		732,708,830			365,602,196

See notes to consolidated financial statements.

4

Canbiola, Inc. and Subsidiary

Consolidated Statements of Cash Flows

(Unaudited)

	Three Months Ended March 31,
	2019			2018
Operating Activities:
Net income	$	(1,172,514	)	$	407,558
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation, net of prepaid stock- based consulting fees		828,196			430,708
Expense from derivative liability		-			(1,075,707	)
Depreciation of property and equipment - General		2765			803
Depreciation of property and equipment - COGS		5,198			-
Amortization of intangible assets		2,194			-
Amortization of debt discounts		-			28,464
Changes in operating assets and liabilities:
Accounts receivable		(285,277	)		(5,720	)
Inventory		9,994			1,172
Security deposit		(121,061	)		-
Accounts payable		38,819			(52,274	)
Accrued officers compensation		-			52,500
Other accrued expenses payable		1,177			4,291
Net cash used in operating activities		(690,509	)		(208,205	)
Investing Activities:
Intangible assets additions		(50,000	)		-
Fixed assets additions		(694,212	)		(13,330	)
Net cash used in investing activities		(744,212	)		(13,330	)
Financing Activities:
Repayments of notes and loans payable		(1,835	)		-
Proceeds received from notes and loans payable		-			25,000
Proceeds from sale of common stock		1,196,100			-
Proceeds from sale of Series B preferred stock		-			249,000
Net cash provided by financing activities		1,194,265			274,000
Increase (decrease) in cash and cash equivalents		(240,456	)		52,465
Cash and cash equivalents, beginning of period		807,747			1,652
Cash and cash equivalents, end of period	$	567,291		$	54,117
SUPPLEMENTAL CASH FLOW INFORMATION:
Income taxes paid	$	-		$	-
Interest paid	$	-		$	-
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Issuance of common stock in acquisition of Intangible assets	$	148,655		$	-
Issuance of common stock in satisfaction of Officers compensation	$	54,340		$	-
Issuance of common stock in satisfaction of directors fees	$	-		$	202,800
Issuance of common stock for services rendered	$	497,220		$	-

See notes to consolidated financial statements.

5

Canbiola, Inc. and Subsidiary

Notes to Consolidated Financial Statements

Three Months Ended March 31, 2019 and 2018

(Unaudited)

NOTE 1 – Organization and Description of Business

Canbiola, Inc. was originally incorporated as WrapMail, Inc. (“WRAP”) in Florida on October 11, 2005. Effective January 5, 2015, WRAP acquired 100% ownership of Prosperity Systems, Inc. (“Prosperity”), a New York corporation incorporated on April 2, 2008. The Company is in the process of dissolving Prosperity. The Company acquired 100% of the membership interests in Pure Health Products, LLC, a New York limited liability company (“PHP” or “Pure Health Products”) effective December 28, 2018. The Company formed Duramed, Inc., a Nevada corporation (“Duramed”) in November 2018, to facilitate the manufacture and sale of durable medical equipment incorporating CBD.

Effective December 27, 2010, WRAP effected a 10 for 1 forward stock split of its common stock. Effective June 4, 2013, WRAP effected a 1 for 10 reverse stock split of its common stock. The accompanying consolidated financial statements retroactively reflect these stock splits.

On May 15, 2017, WRAP changed its name to Canbiola, Inc. (the “Company” or “CANB” or “Canbiola”).

Canbiola specializes in the production and sale of a variety of hemp derived Cannabidiol (“CBD”) products such as oils, creams, moisturizers, isolate, gel caps, concentrate and water. Canbiola is developing its own line of proprietary products as well as seeking synergistic value through acquisitions in the Hemp Industry. Canbiola aims to be the premier provider of the highest quality hemp CBD products on the market through sourcing the very best raw material and developing a variety of products we believe will improve people’s lives in a variety of areas.

The Company also operates document management and email marketing platforms. The Company used to operate its document and information platform from its wholly owned subsidiary, Prosperity Systems, Inc; however, after the acquisition of Prosperity, the Company transferred Prosperity’s operations to the Company directly.

For the periods presented, the assets, liabilities, revenues, and expenses are those of CANB. Prosperity had no activity for the periods presented. Financial information for PHP and Duramed in the periods have been consolidated with the Company’s financials.

NOTE 2 – Going Concern Uncertainty

The consolidated financial statements have been prepared on a “going concern” basis, which contemplates the realization of assets and liquidation of liabilities in a normal course of business. As of March 31, 2019, the Company had cash and cash equivalents of $567,291 and a working capital of $1,067,641. For the three months ended March 31, 2019 and 2018, the Company had net loss of $1,172,514 and a gain of $407,558, respectively. These factors raise substantial doubt as to the Company’s ability to continue as a going concern. The Company plans to improve its financial condition by raising capital through sales of shares of its common stock. Also, the Company plans to expand its operation of CBD products to increase its profitability. The consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

NOTE 3 – Summary of Significant Accounting Policies

(a) Principles of Consolidation

The consolidated financial statements include the accounts of CANB and its wholly owned subsidiaries, Pure Health products, Duramed, and Prosperity. All intercompany balances and transactions have been eliminated in consolidation.

6

(b) Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

(c) Fair Value of Financial Instruments

The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, notes receivable, notes and loans payable, accounts payable, and accrued expenses payable. Except for the noncurrent note receivable, the fair value of these financial instruments approximate their carrying amounts reported in the balance sheets due to the short term maturity of these instruments. Based on comparable instruments with similar terms, the fair value of the noncurrent note receivable approximates its carrying value.

Pursuant to ASC 820, Fair Value Measurements and Disclosures, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

Level 1 - applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2 - applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3 - applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

(d) Cash and Cash Equivalents

The Company considers all liquid investments purchased with a maturity of three months or less to be cash equivalents.

(e) Inventory

All inventories are finished goods and stated at the lower of cost or net realizable value. Cost is principally determined using the first-in, first-out (FIFO) method.

(f) Property and Equipment, Net

Property and equipment, net, is stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the respective assets. Maintenance and repairs are charged to operations as incurred.

(g) Intangible Assets, Net

Intangible assets, net, are stated at cost less accumulated amortization. Amortization is calculated using the straight-line method over the estimated economic lives of the respective assets.

7

(h) Goodwill and Intangible Assets with Indefinite Lives

The Company does not amortize goodwill and intangible assets with indefinite useful lives, but instead tests for impairment at least annually. When conducting the annual impairment test for goodwill, the Company compares the estimated fair value of a reporting unit containing goodwill to its carrying value. If the estimated fair value of the reporting unit is determined to be less than its carrying value, goodwill is reduced, and an impairment loss is recorded.

(i) Long-lived Assets

The Company reviews long-lived assets held and used, intangible assets with finite useful lives and assets held for sale for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If an evaluation of recoverability is required, the estimated undiscounted future cash flows associated with the asset is compared to the asset’s carrying amount to determine if a write-down is required. If the undiscounted cash flows are less than the carrying amount, an impairment loss is recorded to the extent that the carrying amount exceeds the fair value.

(j) Revenue Recognition

The Company recognizes revenue in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, which requires that five basic steps be followed to recognize revenue: (1) a legally enforceable contract that meets criterial standards as to composition and substance is identified; (2) performance obligations relating to provision of goods or services to the customer are identified; (3) the transaction price, with consideration given to any variable, noncash, or other relevant consideration, is determined; (4) the transaction price is allocated to the performance obligations; and (5) revenue is recognized when control of goods or services is transferred to the customer with consideration given, whether that control happens over time or not. Determination of criteria (3) and (4) are based on our management’s judgments regarding the fixed nature of the selling prices of the products and services delivered and the collectability of those amounts.

Private Label Customers, Global CBD, LLC and TZ Wholesale, are wholesale distributors of the Company’s product, under their own wholesale private label brand. The products are made to Company specifications, and shipped directly to the wholesaler. The pricing is predicated upon a volume discount negotiated at the time of the placement of the orders. Product is produced and labeled in the Washington manufacturing facility and shipped directly to the Private Label customer who re-distributes to their retail and other customers. The products are fully paid when shipped.

Revenue from product sales is recognized when an order has been obtained, the price is fixed and determinable, the product is shipped, title has transferred, and collectability is reasonably assured.

The Company’s Duramed Division provides a sam® Pro 2.0 medical device to patients through a doctor program whereby the physician evaluates the patients needs for medical necessity, and if determined that the device use would be beneficial, writes a prescription for the patient who signs a rental form, for a 35 day cycle for the unit, that is submitted to Duramed who bills the appropriate insurance company. The insurance company pays the invoice, or a negotiated amount via arbitration, and that revenue is reported as revenue when invoiced to the insurance carrier. The collected amount is reconciled with the invoice amount on a daily basis.

(k) Cost of Product Sales

The cost of product sale is the total cost incurred to obtain a sale and the cost of the goods sold, and the Company’s policy is to recognize it in the same manner as, and in conjunction with, revenue recognition. Cost of product sale primarily consisted of the costs directly attributable to revenue recognized and includes expenses related to the production, packaging and labeling of our CBD products.

8

(l) Stock-Based Compensation

Stock-based compensation is accounted for at fair value in accordance with Accounting Standards Codification (“ASC”) Topic 718, “Compensation – Stock Compensation” (“ASC718”) and ASC 505-50, “Equity – Based Payments to Non-Employees.”

In addition to requiring supplemental disclosures, ASC 718 addresses the accounting for share-based payment transactions in which a company receives goods or services in exchange for (a) equity instruments of the company or (b) liabilities that are based on the fair value of the company’s equity instruments or that may be settled by the issuance of such equity instruments. ASC 718 focuses primarily on accounting for transactions in which a company obtains employee services in share-based payment transactions.

In accordance with ASC 505-50, the Company determines the fair value of the stock based payment as either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. If the fair value of the equity instruments issued is used, it is measured using the stock price and other measurement assumptions as of the earlier of either (1) the date at which a commitment for performance by the counterparty to earn the equity instrument is reached, or (2) the date at which the counterparty’s performance is complete.

Options and warrants

The fair value of stock options and warrants is estimated on the measurement date using the Black-Scholes model with the following assumptions, which are determined at the beginning of each year and utilized in all calculations for that year:

Risk-Free Interest Rate.

We utilized the U.S. Treasury yield curve in effect at the time of grant with a term consistent with the expected term of our awards.

Expected Volatility.

We calculate the expected volatility based on a volatility index of peer companies as we did not have sufficient historical market information to estimate the volatility of our own stock.

Dividend Yield.

We have not declared a dividend on its common stock since its inception and have no intentions of declaring a dividend in the foreseeable future and therefore used a dividend yield of zero.

Expected Term.

The expected term of options granted represents the period of time that options are expected to be outstanding. We estimated the expected term of stock options by using the simplified method. For warrants, the expected term represents the actual term of the warrant.

Forfeitures.

Estimates of option forfeitures are based on our experience. We will adjust our estimate of forfeitures over the requisite service period based on the extent to which actual forfeitures differ, or are expected to differ, from such estimates. Changes in estimated forfeitures will be recognized through a cumulative catch-up adjustment in the period of change and will also impact the amount of compensation expense to be recognized in future periods.

9

(m) Advertising

Advertising costs are expensed as incurred and amounted to $26,388 and $22,333 for the period ended March 31, 2019 and 2018, respectively.

(n) Research and Development

Research and development costs are expensed as incurred. In the period ended March 31, 2019 and 2018, the Company spent $17,500 and $2,500 in research and development which was expenses as spent, respectively.

(o) Income Taxes

Income taxes are accounted for under the assets and liability method. Current income taxes are provided in accordance with the laws of the respective taxing authorities. Deferred income taxes are provided for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is not more likely than not that some portion or all of the deferred tax assets will be realized.

The Company has adopted the provisions required by the Income Taxes topic of the FASB Accounting Standards Codification. The Codification Topic requires the recognition of potential liabilities as a result of management’s acceptance of potentially uncertain positions for income tax treatment on a “more-likely-than-not” probability of an assessment upon examination by a respective taxing authority. The Company believes that it has not taken any uncertain tax positions and thus has not recorded any liability.

(p) Net Income (Loss) per Common Share

Basic net income (loss) per common share is computed on the basis of the weighted average number of common shares outstanding during the period.

Diluted net income (loss) per common share is computed on the basis of the weighted average number of common shares and dilutive securities (such as stock options and convertible securities) outstanding. Dilutive securities having an anti-dilutive effect on diluted net income (loss) per share are excluded from the calculation. For the periods presented, the diluted net loss per share calculation excluded the effect of Series B preferred stocks and stock options outstanding (see Notes 7, 8 and 10).

(q) Recent Accounting Pronouncements

In May 2014, the FASB issued ASU 2014-09 “Revenue from Contracts with Customers” (Topic 606) which establishes revenue recognition standards. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2017. The impact of ASU 2014-09 on the Company’s financial statements has not been significant.

In 2016, the FASB issued ASU 2016-2 (Topic 842) which establishes a new lease accounting model for lessees. Under the new guidance, lessees will be required to recognize right of use assets and liabilities for most leases having terms of 12 months or more. Effective January 1, 2019, we adopted this new accounting guidance using the effective date transition method, which permits entities to apply the new lease standards using a modified retrospective transition approach at the date of adoption. As such, historical periods will continue to be measured and presented under the previous guidance while current and future periods subject to this new accounting guidance. Upon adoption we recorded a $100,681 right-of-use asset related to our one operating lease (see Note 13) and a $90,591 lease liability.

(r) Reclassifications

Certain amounts in the prior year consolidated financial statements have been reclassified to conform to the current year presentation. These reclassification adjustments had no effect on the Company’s previously reported net income.

10

NOTE 4 – Acquisition of Pure Health Products, LLC

Effective December 28, 2018, CANB acquired 100% ownership of Pure Health Products, LLC (“Pure Health”) in exchange for the cancellation of CANB’s $75,000 note receivable from Pure Health and $10,827 accrued interest thereon and issuance of 3,096,827 newly issued shares of CANB common stock (valued at the $0.0578 closing trading price on December 28, 2018 or $178,997, see Note 11). The acquisition has been accounted for in the accompanying consolidated financial statements as a purchase transaction. Accordingly, the financial position and results of operations of Pure Health prior to the date of the acquisition have been excluded from the accompanying consolidated financial statements.

The estimated fair values of the identifiable net assets of Pure Health at December 28, 2018 (effective date of acquisition) consisted of:

Cash and cash equivalents	$	404
Accounts receivable from CANB		16,676
Inventory		79,652
Property and equipment, net		7,559
Security deposit		2,100
Total assets		106,391
Accounts payable, including $34,419 due to CANB		49,825
Total liabilities		49,825
Identifiable net assets	$	56,566

Goodwill of $55,849 (excess of the $112,415 fair value of the 3,096,827 shares of CANB common stock issued to Pure Health’s stockholders over the $56,566 identifiable net assets of Pure Health at December 28, 2018 after reflecting the $85,827 cancellation of the $75,000 note payable and $10,827 accrued interest) was recorded from the acquisition.

The following pro forma information summarizes the results of operations for the periods indicated as if the acquisition occurred at December 31, 2017. The pro forma information is not necessarily indicative of the results that would have been reported had the transaction actually occurred on December 31, 2017, nor is it intended to project results of operations for any future period.

	Three Months Ended
	March 31,
	2019			2018
Product sales	$	515,360		$	67,207
Cost of product sales		262,553			42,607
Gross profit on product sales		252,807			24,600
Service revenue		1,800			6,800
Total gross profit		254,607			31,400
Operating expenses		1,426,675			673,665
Loss from operations		(1,172,068	)		(642,265	)
Other income (loss) - net		(446	)		1,042,249
Net income (loss)	$	(1,172,514	)	$	399,984
Net income (loss) per common share- basic and diluted	$	(0.00	)	$	0.00
Weighted average common shares outstanding –
Basic		501,585,684			229,607,879
Diluted		732,708,830			365,602,196

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NOTE 5 – Inventories

Inventories consist of:

	March 31, 2019		December 31, 2018
Raw materials	$	72,148	$	79,652
Finished goods		4,962		7,452
Total	$	77,110	$	87,104

NOTE 6 – Notes Receivable

Notes receivable consist of:

	March 31, 2019		December 31, 2018
Note receivable dated November 30, 2015 from Stock Market Manager, Inc, interest at 3% per annum due November 30, 2020	$	19,389	$	19,389
Total		19,389		19,389
Current portion of notes receivable		-		-
Noncurrent portion of notes receivable	$	19,389	$	19,389

Stock Market Manager, Inc is affiliated with Carl Dilley, a Company director. In 2018, the Company received services from Stock Market Manager valued at $19,611 in exchange for the cancellation of $19,611 in note receivables.

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NOTE 7 – Property and Equipment, Net

Property and Equipment, net, consist of:

	March 31, 2019			December 31, 2018
Furniture & Fixtures	$	19,018		$	19,018
Office Equipment		12,378			20,992
Manufacturing Equipment		746,710			46,384
Total		778,106			86,394
Accumulated amortization		(34,738	)		(26,775	)
Net	$	743,368		$	59,619

NOTE 8 – Intangible Assets, Net

Intangible assets, net, consist of:

	March 31, 2019			December 31, 2018
Video conferencing software acquired by Prosperity in December 2009	$	30,000		$	30,000
Enterprise and audit software acquired by Prosperity in April 2008		20,000			20,000
Patent costs incurred by WRAP		6,880			6,880
CBD Technology		198,655			-
Other		3,548			3,548
Total		259,083			60,428
Accumulated amortization and Impairment		(60,428	)		(60,428	)
Net	$	198,655		$	0

The CBD related technology were purchased from Hudilab, Inc. (“HUDI”) and Seven Chakras, LLC (“Seven Chakras”) in the three months ended March 31, 2019. On January 14, 2019, the Company and PHP (collectively, the “buyer”) entered into a License and Acquisition Agreement (the “LAA”) with HUDI. Pursuant to the LAA, HUDI will sell the technology owned by it to the buyer in exchange for 7,500,000 shares of CANB common stock. On January 14, 2019, the shares were issued to the owner of HUDI and valued at $131,625. On January 31, 2019, PHP entered into an Asset Purchase Agreement (the “Agreement”) with Seven Chakras, LLC (“Seven Chakras”). Pursuant to the Agreement, PHP purchased the rights and title to (i) Seven Chakras’ proprietary formulas, methods, trade secrets, and know-how related to the production of Seven Chakras’ products containing cannabidiol (“CBD”), (ii) Seven Chakras’ tradename, domain name, and social media sites, and (iii) other assets of Seven Chakras including but not limited to raw materials, equipment, packaging and labeling materials, mailing lists, and marketing materials (collectively, the “Assets”). On February 20, 2019, the Company issued 1,000,000 shares of CANB common stock valued at $17,030 to owners of Seven Chakras as additional consideration, along with the $50,000 cash payments, pursuant to the agreement.

13

The other intangible assets relate to the document management and email marketing divisions. Since December 31, 2017, the Company do not expect any future positive cash flow from these divisions. Accordingly, the net carrying value of these intangible assets was reduced to $0.

NOTE 9 – Notes and Loans Payable

Notes and loans payable consist of:

	March 31, 2019		December 31, 2018
Note payable to brother of Marco Alfonsi, Chief Executive Officer of the Company, interest at 10% per annum, due August 22, 2016 (now past due)		5,000		5,000
Note payable to Carl Dilley, a director of the Company, interest at 12.99% per annum, due February 1, 2021		10,899		10,899
Loan payable to Mckenzie Webster Limited (“MWL”), an entity controlled by the former Chairman of the Board of Directors of the Company, non-interest bearing, due on demand		3,000		3,000
Total	$	18,899	$	18,899

NOTE 9 – Preferred Stock

Each share of Series A Preferred Stock is convertible into 10,000,000 shares of CANB common stock and is entitled to 20,000,000 votes.

Each share of Series B Preferred Stock has the first preference to dividends, distributions and payments upon liquidation, dissolution and winding-up of the Company, and is entitled to an accrued cumulative but not compounding dividend at the rate of 5% per annum whether or not declared. After six months of the issuance date, such share and any accrued but unpaid dividends can be converted into common stock at the conversion price which is the lower of (i) $0.0101; or (ii) the lower of the dollar volume weighted average price of CANB common stock on the trading day prior to the conversion day or the dollar volume weighted average price of CANB common stock on the conversion day. The shares of Series B Preferred Stock have no voting rights.

On January 22, 2018, the Company issued 87,368 shares of CANB Series B Preferred Stock to RedDiamond Partners LLC (“RedDiamond”) pursuant to an amended Securities Purchase Agreement dated January 9, 2018, in exchange for proceeds of $83,000, or $0.95 per CANB Series B Preferred share.

On February 12, 2018, the Company issued 1 share of CANB Series A Preferred Stock to David Posel pursuant to a service agreement. The fair value of the issuance is $373,000 and will be amortized over the vesting period of four years.

On February 16, 2018, the Company issued 3 shares of CANB Series A Preferred Stock to Andrew Holtmeyer pursuant to a service agreement. The fair value of the issuance is $1,020,000 and will be amortized over the vesting period of one year.

On February 16, 2018, the Company issued 87,368 shares of CANB Series B Preferred Stock to RedDiamond Partners LLC (“RedDiamond”) pursuant to an amended Securities Purchase Agreement dated January 9, 2018, in exchange for proceeds of $83,000, or $0.95 per CANB Series B Preferred share.

On March 20, 2018, the Company issued 87,368 shares of CANB Series B Preferred Stock to RedDiamond Partners LLC (“RedDiamond”) pursuant to an amended Securities Purchase Agreement dated January 9, 2018, in exchange for proceeds of $83,000, or $0.95 per CANB Series B Preferred share.

On April 13, 2018, April 25, 2018, May 3, 2018, June 19, 2018 and June 25, 2018, RedDiamond Partners converted its 10,000 shares, 10,000 shares, 10,000 shares, 15,000 shares and 10,000 shares of CANB Series B Preferred Stock to 1,287,129 shares, 1,287,129 shares, 1,287,129 shares, 3,545,455 shares, and 2,363,636 shares of CANB common stock, respectively.

14

On May 14, 2018, the Company issued 1 share of CANB Series A Preferred Stock to a consultant pursuant to a Consulting Agreement dated May 11, 2018. The $150,000 fair value of the issuance was partially charged to consulting fees in the three months ended September 30, 2018.

From July 24, 2018 to September 26, 2018, RedDiamond Partners converted aggregately 263,263 shares of CANB Series B Preferred Stock to 53,839,743 shares of CANB common stock.

On August 28, 2018, September 14, 2018 and September 19, 2018, the Company issued 36,842 shares, 105,263 shares, and 105,263 shares of CANB Series B Preferred Stock, respectively, to RedDiamond Partners LLC (“RedDiamond”) pursuant to an amended Securities Purchase Agreement dated January 9, 2018, in exchange for proceeds of $35,000, $100,000 and $100,000, respectively, or $0.95 per CANB Series B Preferred share.

From October 2, 2018 to November 7, 2018, RedDiamond Partners converted aggregately 101,736 shares of CANB Series B Preferred Stock to 13,094,733 shares of CANB common stock.

On October 23, 2018 and November 14, 2018, the Company issued 200,000 shares and 52,500 shares of CANB Series B Preferred Stock, respectively, to RedDiamond Partners LLC (“RedDiamond”) in exchange for proceeds of $190,000 and $49,875, respectively, or $0.95 per CANB Series B Preferred share.

On December 28,2018, Marco Alfonsi converted 3 shares of CANB Series A Preferred Stock to 30,000,000 shares of CANB common stock.

On December 29, the Company issued 8 shares of CANB Series A Preferred Stock to three officers of the company (1 share to Stanley L. Teeple, 5 shares to Pasquale Ferro and 2 shares to Andrew Holtmeyer), pursuant to the employment agreements with them. The fair value of the issuance totaled at $4,624,000 and will be amortized over the vesting period of four years.

On January 28, 2019, the Company issued 10,000,000 shares of CANB common stock to a consultant of the Company in exchange for the retirement of 1 share of CANB Series A Preferred Stock.

From February 21, 2019 to March 12, 2019, the Company issued aggregately 20,221,436 shares of CANB common stock to RedDiamond in exchange for the retirement of 157,105 shares of CANB Series B Preferred Stock.

NOTE 11 – Common Stock

On February 7, 2018, the Company issued 250,000 shares of CANB common stock to a consultant for services rendered. The $9,825 fair value of the 250,000 shares of CANB common stock was partially charged to consulting fees in the three months ended March 31, 2018.

On February 9, 2018, the Company issued 3,000,000 and 3,000,000 shares of CANB common stock to its two directors for services rendered, respectively. The $101,400 fair value of each 3,000,000 shares of CANB common stock was charged to directors fees in the three months ended March 31, 2018. The shares issued to one of the directors were converted to options at June 11, 2018 (see Note 10).

On February 13, 2018, the Company issued 150,000 shares of CANB common stock to a consultant for services rendered. The $5,085 fair value of the 150,000 shares of CANB common stock was partially charged to consulting fees in the three months ended March 31, 2018.

On February 14, 2018, the Company issued 250,000 shares of CANB common stock to a consultant for services rendered. The $8,500 fair value of the 250,000 shares of CANB common stock was partially charged to consulting fees in the three months ended March 31, 2018.

15

On February 19, 2018, the Company issued 150,000 shares of CANB common stock to a consultant for services rendered. The $5,280 fair value of the 150,000 shares of CANB common stock was partially charged to consulting fees in the three months ended March 31, 2018.

On February 26, 2018, the Company issued 250,000 shares of CANB common stock to a consultant for services rendered. The $11,375 fair value of the 250,000 shares of CANB common stock was partially charged to consulting fees in the three months ended March 31, 2018.

On March 1, 2018, the Company issued 250,000 shares of CANB common stock to a consultant for services rendered. The $10,900 fair value of the 250,000 shares of CANB common stock was charged to consulting fees in the three months ended March 31, 2018.

On March 20, 2018, the Company issued 250,000 shares of CANB common stock to a consultant for services rendered. The $6,500 fair value of the 250,000 shares of CANB common stock was charged to consulting fees in the three months ended March 31, 2018.

On April 13, 2018, April 25, 2018, May 3, 2018, June 19, 2018 and June 25, 2018, the Company issued 1,287,129 shares, 1,287,129 shares, 1,287,129 shares, 3,545,455 shares, and 2,363,636 shares of CANB common stock to RedDiamond in exchange for the retirement of 10,000 shares, 10,000 shares, 10,000 shares, 15,000 shares and 10,000 shares of CANB Series B Preferred Stock, respectively.

On May 9, 2018, the Company issued 125,000 shares of CANB common stock to a consultant for services rendered.. The $1,812 fair value of the 125,000 shares of CANB common stock was partially charged to consulting fees in the three months ended June 30, 2018.

On May 29, 2018, the Company issued 250,000 shares of CANB common stock to a consultant for services rendered. The $5,000 fair value of the 250,000 shares of CANB common stock was partially charged to consulting fees in the three months ended June 30, 2018.

On May 31, 2018, the Company issued 250,000 shares of CANB common stock to a consultant for services rendered. The $4,600 fair value of the 250,000 shares of CANB common stock was charged to consulting fees in the three months ended June 30, 2018.

On June 4, 2018, the Company issued 250,000 shares of CANB common stock to a consultant for services rendered. The $5,750 fair value of the 250,000 shares of CANB common stock was partially charged to consulting fees in the three months ended June 30, 2018.

On June 11, 2018, the Company agreed to issue 2,749,429 shares of CANB common stock to a lender in satisfaction of notes payable of $15,000 and accrued interest payable of $4,246. The shares was issued at August 24, 2018.

On June 18, 2018, the Company issued 250,000 shares of CANB common stock to a consultant for services rendered. The $6,250 fair value of the 250,000 shares of CANB common stock was partially charged to consulting fees in the three months ended June 30, 2018.

On June 22, 2018, the Company issued 250,000 shares of CANB common stock to a consultant for services rendered. The $8,250 fair value of the 250,000 shares of CANB common stock was charged to consulting fees in the three months ended June 30, 2018.

From July 24, 2018 to September 26, 2018, the Company issued aggregately 53,839,743 shares of CANB common stock to RedDiamond in exchange for the retirement of 263,263 shares of CANB Series B Preferred Stock.

On July 31, 2018, the Company issued 250,000 shares of CANB common stock to a consultant for services rendered. The $3,225 fair value of the 250,000 shares of CANB common stock was charged to consulting fees in the three months ended September 30, 2018.

16

On August 9, 2018, Company received a conversion notice from a lender. As a result, 9,544,292 shares of CANB common stock was issued to the lender in satisfaction of notes payable of $50,000 and accrued interest payable of $7,266 at August 21, 2018.

On August 28, 2018, the Company issued 2,000,000 shares of CANB common stock to a consultant for services rendered. The $159,600 fair value of the 2,000,000 shares of CANB common stock was partially charged to consulting fees in the three months ended September 30, 2018.

On September 6, 2018, the Company issued 300,000 shares of CANB common stock to a consultant for services rendered. The $16,500 fair value of the 300,000 shares of CANB common stock was partially charged to consulting fees in the three months ended September 30, 2018.

On September 6, 2018, the Company issued 500,000 shares of CANB common stock to a consultant for services rendered. The $27,500 fair value of the 500,000 shares of CANB common stock was charged to consulting fees in the three months ended September 30, 2018.

On September 6, 2018, the Company issued 8,430,331 shares of CANB common stock to a lender in satisfaction of notes payable of $38,500 and accrued interest payable of $7,867.

On September 7, 2018, the Company issued 5,121,694 shares of CANB common stock to a lender in satisfaction of notes payable of $25,000 and accrued interest payable of $3,169.

On September 7, 2018, the Company issued 10,045,667 shares of CANB common stock to a lender in satisfaction of notes payable of $50,000 and accrued interest payable of $10,274.

On September 8, 2018, the Company issued 250,000 shares of CANB common stock to a consultant for services rendered. The $11,500 fair value of the 250,000 shares of CANB common stock was partially charged to consulting fees in the three months ended September 30, 2018.

On September 10, 2018, the Company issued 500,000 shares of CANB common stock to a consultant for services rendered. The $19,950 fair value of the 500,000 shares of CANB common stock was partially charged to consulting fees in the three months ended September 30, 2018.

On September 17, 2018, the Company issued 250,000 shares of CANB common stock to a consultant for services rendered. The $10,750 fair value of the 250,000 shares of CANB common stock was partially charged to consulting fees in the three months ended September 30, 2018.

On September 18, 2018, the Company issued 250,000 shares of CANB common stock to a consultant for services rendered. The $13,725 fair value of the 250,000 shares of CANB common stock was partially charged to consulting fees in the three months ended September 30, 2018.

On September 20, 2018, the Company issued 7,407,407 shares of CANB common stock to an investor pursuant to a Stock Purchase Agreement dated September 17, 2018, in exchange for proceeds of $200,000, or $0.027 per CANB common share.

On September 21, 2018, the Company issued 250,000 shares of CANB common stock to a consultant for services rendered. The $14,500 fair value of the 250,000 shares of CANB common stock was partially charged to consulting fees in the three months ended September 30, 2018.

On September 25, 2018, the Company issued 2,000,000 shares of CANB common stock to a consultant for services rendered. The $97,400 fair value of the 2,000,000 shares of CANB common stock was partially charged to consulting fees in the three months ended September 30, 2018.

From October 2, 2018 to November 7, 2018, the Company issued aggregately 13,094,733 shares of CANB common stock to RedDiamond in exchange for the retirement of 101,736 shares of CANB Series B Preferred Stock.

17

From November 5, 2018 to December 28, 2018, the Company issued aggregately 2,125,000 shares of CANB common stock to multiple consultants for services rendered. The $80,665 fair value of the 2,125,000 shares of CANB common stock was partially charged to consulting fees in the three months ended December 30, 2018.

From December 3, 2018 to December 28, 2018, the Company issued aggregately 1,500,000 shares of CANB common stock to three board members for services rendered. The $62,342 fair value of the 1,500,000 shares of CANB common stock was charged to director fees in the three months ended December 30, 2018.

From December 3, 2018 to December 28, 2018, the Company issued aggregately 22,413,794 shares of CANB common stock to multiple investors pursuant to relative Stock Purchase Agreements dated on various dates, in exchange for total proceeds of $650,000.

On December 11, 2018, the Company issued 891,089 shares of CANB common stock to RedDiamond in satisfaction of dividend payable of $9.000.

On December 19, 2018, the Company issued 891,089 shares of CANB common stock to Auctus, LLC pursuant to a cashless exercise of stock options.

On December 21, 2018, Company received a conversion notice from a lender. As a result, 9,372,100 shares of CANB common stock was issued to the lender in satisfaction of notes payable of $83,500 and accrued interest payable of $10,221.

On December 21, 2018, Company issued aggregately 4,370,629 shares of CANB common stock to four officers of the Company in satisfaction of accrued compensation of $192,300.

On December 28, 2018, the Company issued 3,096,827 shares of CANB common stock for the acquisition of Pure Health Products, LLC.

On December 28, 2018, the Company issued 245,789 shares of CANB common stock to an officer of the Company pursuant to the Employment Agreement dated December 29, 2018 with Andrew Holtmeyer. The $10,371 fair value of the issuance was charged to stock-based compensation in the three months ended December 31, 2018.

On December 29, the Company issued 30,000,000 shares of CANB common stock to Marco Alfonsi in exchange for the return of 3 shares of CANB Series A Preferred Stock owned by Marco Alfonsi.

From January 4, 2019 to March 27, 2019, the Company issued aggregately 41,431,994 shares of CANB common stock to multiple investors pursuant to relative Stock Purchase Agreements dated on various dates, in exchange for total proceeds of $1,196,100.

On January 14, 2019, the Company issued 7,500,000 shares of CANB common stock to Hudilab, Inc. (“HUDI”), pursuant to a License and Acquisition Agreement for purchase of the technology owned by HUDI.

From January 18, 2019 to March 17, 2019, the Company issued aggregately 24,600,000 shares of CANB common stock to multiple consultants for services rendered.

From January 19, 2019 to March 27, 2019, the Company issued aggregately 1,167,959 shares of CANB common stock to employee and officers of the Company pursuant to employee agreement and in satisfaction of accrued compensation for the quarter ended March 31, 2019.

On February 5, 2019, the Company issued 2,000,000 shares to the owner of TZ Wholesale LLC, pursuant to a Memorandum of Understanding (the “MOU”) dated November 9, 2018.

On February 20, 2019, the Company issued 1,000,000 shares of CANB common stock to owners of Seven Chakras pursuant to an Asset Purchase Agreement (the “Agreement”) with Seven Chakras, LLC dated January 31, 2019.

NOTE 12 – Stock Options and Warrants

A summary of stock options and warrants activity follows:

	Shares of Common Stock Exercisable Into
	Stock
	Options		Warrants			Total
Balance, December 31, 2017		50,000		247,500			297,500
Granted in 2018		6,000,000		2,850,000			8,850,000
Cancelled in 2018		-		-			-
Exercised in 2018		-		(850,000	)		(850,000	)
Balance, December 31, 2018		6,050,000		2,247,500			8,297,500
Granted in Q1 2019		-		-			-
Cancelled in Q1 2019		-		-			-
Exercised in Q1 2019		-		-			-
Balance, March 31, 2019		6,050,000		2,247,500			8,297,500

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Issued and outstanding stock options as of March 31, 2019 consist of:

Year	Number Outstanding		Exercise		Year of
Granted	And Exercisable		Price		Expiration
2009		50,000	$	1.000		2019
2018		6,000,000	$	0.001		2023
Total		3,050,000

On June 11, 2018, the Company granted 3,000,000 options of CANB common stock to Carl Dilley, a former director of the Company, in exchange for the retirement of a total of 3,000,000 shares of CANB common stock from Carl Dilley. The options are exercisable for the purchase of one share of the Registrant’s Common Stock at an exercise price of $0.001 per share. The Options are fully vested and are exercisable as of the Grant Date and all shall expire June 11, 2023. The value of the Stock Options ($84,000) were calculated using the Black Scholes option pricing model and the following assumptions: (i) $0.028 share price, (ii) 5 years term, (iii) 262.00% expected volatility, (iv) 2.80% risk free interest rate and the difference between this value and the fair value of retired shares was expensed in the quarterly period ended June 30, 2018.

On October 21, 2018, the Company granted 3,000,000 options of CANB common stock to Stanley L. Teeple, an officer and Director of the Company. The options are exercisable for the purchase of one share of the Registrant’s Common Stock at an exercise price of $0.001 per share. The Options are fully vested and are exercisable as of the Grant Date and all shall expire October 1, 2023. The values of the Stock Options ($118,200) were calculated using the Black Scholes option pricing model and the following assumptions: (i) $0.0395 share price, (ii) 5 years term, (iii) 221.96% expected volatility, (iv) 3.05% risk free interest rate and the fair value of options was expensed in the quarterly period ended December 31, 2018

Issued and outstanding warrants as of March 31, 2019 consist of:

Year	Number Outstanding		Exercise			Year of
Granted	And Exercisable		Price			Expiration
2010		247,500	$	1.00			2020
2018		2,000,000	$	0.04345	(a)		2023
Total		2,247,500

(a) 110% of the closing price of the Company’s common stock on the date that the Holder funds the full purchase price of the Note.

NOTE 13 – Income Taxes

No provisions for income taxes were recorded for the periods presented since the Company incurred net losses in those periods.

19

The provisions for (benefits from) income taxes differ from the amounts determined by applying the U.S. Federal income tax rate of 21% and 35% to pretax income (loss) as follows:

	Three Months March 31,
	2019			2018
Expected income tax (benefit) at 21%	$	(246,228	)	$	85,587
Non-deductible stock-based compensation		173,921			90,449
Non-deductible amortization of debt discounts		-			5,977
Non-deductible expense from derivative liability		-			(225,898	)
Increase in deferred income tax assets valuation allowance		72,307			43,885
Provision for (benefit from) income taxes	$	-		$	-

Deferred income tax assets consist of:

	March 31,			December 31,
	2019			2018
Net operating loss carryforward		1,716,900			1,644,593
Valuation allowance		(1,716,900	)		(1,644,593	)
Net	$	-		$	-

Based on management’s present assessment, the Company has not yet determined it to be more likely than not that a deferred income tax asset of $1,716,900 attributable to the future utilization of the $5,131,252 net operating loss carryforward as of December 31, 2018 will be realized. Accordingly, the Company has maintained a 100% allowance against the deferred income tax asset in the financial statements at March 31, 2019. The Company will continue to review this valuation allowance and make adjustments as appropriate. The net operating loss carryforward expires in years 2025, 2026, 2027, 2028, 2029, 2030, 2031, 2032, 2033, 2034, 2035, 2036, 2037, 2038 and 2039 in the amount of $1,369, $518,390, $594,905, $686,775, $159,141, $151,874, $135,096, $166,911, $311,890, $25,511, $338,345, $386,297, $496,798, $713,162 and $344,318, respectively.

Current tax laws limit the amount of loss available to be offset against future taxable income when a substantial change in ownership occurs. Therefore, the amount available to offset future taxable income may be limited.

The Company’s U.S. Federal and state income tax returns prior to 2014 are closed and management continually evaluates expiring statutes of limitations, audits, proposed settlements, changes in tax law and new authoritative rulings. The statute of limitations on the 2014 tax year returns expired in September 2018.

The Company recognizes interest and penalties associated with uncertain tax positions as part of the income tax provision and would include accrued interest and penalties with the related tax liability in the consolidated balance sheets. There were no interest or penalties paid during 2018 and 2017.

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NOTE 14 – Commitments and Contingencies

Employment Agreements

On October 3, 2017, the Company executed an Executive Employment Agreement with Marco Alfonsi (“Alfonsi”) for Alfonsi to serve as the Company’s chief executive officer and interim chief financial officer and secretary for cash compensation of $10,000 per month. Pursuant to the agreement, the Company issued a share of CANB Series A Preferred Stock to Alfonsi on October 4, 2017 (see Note 8). Alfonsi may terminate his employment upon 30 days written notice to the Company. The Company may terminate Alfonsi’s employment upon written notice to Alfonsi by a vote of the Board of Directors. At November 12, 2018, this Agreement was terminated due to the execution of a new Employment Agreement with Marco Alfonsi for Alfonsi to serve as the Company’s chief executive officer for cash compensation of $15,000 per month. Pursuant to the agreement, three of the eight previously issued shares of CANB Series A Preferred Stock will be returned to the Company and converted into 30,000,000 common shares. On December Alfonsi may terminate his employment upon 30 days written notice to the Company. The Agreement has an initial term of four years and can be terminated upon the resignation or death of Mr. Alfonsi, and also can be terminated by the Company due to the failure or neglect of Mr. Alfonsi to perform his duties, or due to the misconduct of Mr. Alfonsi in connection with the performance.

On February 12, 2018, the Company executed an Executive Service Agreement (“Agreement”) with David Posel. The Agreement provides that Mr. Posel services as the Company’s Chief Operating Officer for a term of 4 years. The Agreement also provides for compensation to Mr. Posel of $5,000 cash per month and the issuance of 1 share of Series A Preferred Stock at the inception of the Agreement. The Agreement can be terminated upon the resignation or death of Mr. Posel, and also can be terminated by the Company due to the failure or neglect of Mr. Posel to perform his duties, or due to the misconduct of Mr. Posel in connection with the performance. On February 12, 2018, 1 share of CANB Series A Preferred Stock were issued to Mr. Posel (see Note 8). Since execution of the Posel Agreement, Mr. Posel has been re-assigned to COO for Pure Health Products, the Company’s subsidiary.

On February 16, 2018, the Company executed an Executive Service Agreement (“Agreement”) with Andrew W Holtmeyer. The Agreement provides that Mr. Holtmeyer services as the Company’s Executive Vice President Business for a term of 3 years. The Agreement also provides for compensation to Mr. Holtmeyer of $10,000 cash per month and the issuance of 3, 2 and 1 share of Series A Preferred Stock at the beginning of each year. The Agreement can be terminated upon the resignation or death of Mr. Holtmeyer, and also can be terminated by the Company due to the failure or neglect of Mr. Holtmeyer to perform his duties, or due to the misconduct of Mr. Holtmeyer in connection with the performance. At December 29, 2018, this Agreement was terminated due to the execution of a new Employment Agreement with Andrew W Holtmeyer. The Agreement provides that Mr. Holtmeyer services as the Company’s Executive Vice President Business for a term of 4 years. The Agreement also provides for compensation to Mr. Holtmeyer of $15,000 cash per month and the issuance of 245,789 shares of common stock upon signing of the agreement.

On October 15, 2018, the Company executed an Employment Agreement (“Agreement”) with Stanley L. Teeple. The Agreement provides that Mr. Teeple services as the Company’s Chief Financial Officer and Secretary for a term of 4 years. The Agreement also provides for compensation to Mr. Teeple of $15,000 cash per month and the issuance of 1 share of Series A Preferred Stock upon execution of the Agreement. The Agreement can be terminated upon the resignation or death of Mr. Teeple, and also can be terminated by the Company due to the failure or neglect of Mr. Teeple to perform his duties, or due to the misconduct of Mr. Teeple in connection with the performance.

On December 28, 2018, the Company executed an Employment Agreement (“Agreement”) with Pasquale Ferro for Mr. Ferro to serve as Pure Health Products’ president for cash compensation of $15,000 per month and the total issuance of 5 share of Series A Preferred Stock proportionately vesting at the beginning of each year for a term of 4 years. Mr. Ferro may terminate his employment upon 30 days written notice to the Company. The Agreement has an initial term of four years and can be terminated upon the resignation or death of Mr. Ferro, and also can be terminated by the Company due to the failure or neglect of Mr. Ferro to perform his duties, or due to the misconduct of Mr. Ferro in connection with the performance.

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Consulting Agreements

On September 6, 2017, the Company executed a Consulting Agreement with T8 Partners LLC (“T8”) for T8 to serve as the Company’s consultant for stock compensation of a total of 10,000,000 restricted shares. Pursuant to the agreement, the Company issued 2,500,000 restricted shares of CANB common stock to T8 on September 7, 2017. Effective October 27, 2017, the Company terminated the agreement due to non-performance by T8. The Company won the arbitration proceedings against T8 and T8 has been ordered to return its shares to the Company.

On November 9, 2017, the Company executed a Consulting Agreement with Healthcare Advisory Group Company (“Healthcare”) for Healthcare to serve as the Company’s consultant for stock compensation of a total of 5,000,000 restricted shares. Pursuant to the agreement, the Company issued 2,500,000 restricted shares of CANB common stock to Healthcare on November 9, 2017. Effective March 6, 2018, the Company terminated the agreement due to non-performance by Healthcare.

Lease Agreements

On December 1, 2014, Prosperity entered into a lease agreement with KLAM, Inc. for office space in Hicksville, New York for an initial term of one year commencing December 1, 2014. The lease provides for monthly rentals of $2,500 and provides Prosperity an option to renew the lease after the initial term. The Company has continued to occupy this space after November 30, 2015 under a month to month arrangement at $2,500 per month. KLAM, Inc. is controlled by the wife of the Company’s chief executive officer Marco Alfonsi.

On September 11, 2015, the Company executed a lease agreement with an unrelated third party for office space in Hicksville, New York for a term of 37 months. The lease provides for monthly rentals of $2,922 for lease year 1, $3,009 for lease year 2, and $3,100 for lease year 3. The lease also provides for additional rent based on increases in base year operating expenses and real estate taxes. On August 6, 2018, the Company renewed the lease agreement for a term of 36 months starting November 1, 2018. The lease provides for monthly rentals of $3,193 for lease year 1, $3,289 for lease year 2, and $3,388 for lease year 3.

Rent expense for the year ended December 31, 2018 and 2017 was $67,165 and $65,060, respectively.

At March 31, 2019, the future minimum lease payments under non-cancellable operating leases were:

Year ended December 31, 2019		28,932
Year ended December 31, 2020		39,666
Year ended December 31, 2021		33,880
Total	$	102,478

The lease liability of $90,591 at March 31, 2019 as presented in the Consolidated Balance Sheet represents the discounted (at our 10% estimated incremental borrowing rate) value of the future lease payments of 102,478 at March 31, 2019.

Major Customers

For the three months ended March 31, 2019, there were no customers that accounted for more than 10% of total revenues.

For the three months ended March 31, 2018, one customer accounted for approximately 13% of total revenues.

NOTE 15 – Related Party Transactions

ProAdvanced Group, Inc. (“PAG”), an entity controlled by the Company’s chief executive officer, is a customer of CANB. At March 31, 2019, CANB had an account receivable from PAG of $7,240. For the three months ended March 31, 2019, CANB had revenues from PAG of $0.

Island Stock Transfer (“IST”), an entity controlled by Carl Dilley, a former Company director, is both a customer and vendor of CANB. At March 31, 2019, CANB had an account receivable from IST of $7,932. For the three months ended March 31, 2019, CANB had revenues from IST of $0.

Stock Market Manager, Inc. is also an entity controlled by Mr. Dilley. For the three months ended March 31, 2019, CANB had an account payable to Stock Market Manager Inc. of $1,676.

During the three months ended March 31, 2019, we had products and service sales to related parties totaling $0.

NOTE 16 – Subsequent Events

From April 29, 2019 to May 1, 2019, the Company issued aggregately 4,504,950 shares of CANB common stock to RedDiamond in exchange for the retirement of 35,000 shares of CANB Series B Preferred Stock.

In accordance with FASB ASC 855, Subsequent Events, the Company has evaluated subsequent events through May 17, 2019, the date on which these consolidated financial statements were available to be issued. Except as disclosed above, there were no material subsequent events that required recognition or additional disclosure in these consolidated financial statements.

22

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

General

Canbiola, Inc. was originally formed as a Florida corporation on October 11, 2005, under the name of WrapMail, Inc. Effective January 5, 2015, we acquired 100% ownership of Prosperity Systems, Inc., which the Company is in the process of dissolving. Effective December 28, 2018, we acquired 100% ownership of Pure Health Products. In November 2018, we formed Duramed as a wholly-owned subsidiary. The Company is presently in the process of dissolving Prosperity.

We manufacture and sell products containing CBD. We also provide document, project, marketing and sales management systems to our residual business clients through our website and proprietary software, which divisions are being wound-down. The consolidated financial statements include the accounts of CANB and its wholly owned subsidiary Pure Health Products and DuraMed for the three months ended March 31, 2019.

Results of Operations

Three Months Ended March 31, 2019 compared with Three Months Ended March 31, 2018:

Revenues increased $447,391 from $69,769 in 2018 to $517,160 in 2019.

Cost of product sales increased $217,966 from $44,587 in 2018 to $262,553 in 2019 due to the expansion of current product sales and launch of new product sales in Duramed.

Officers and director’s compensation increased $182,750 from $262,800 in 2018 to $445,550 in 2019. The 2019 expense amount(445,550) includes stock-based compensation($262,420) paid to officers and employees. The 2018 expense amount ($262,800) includes stock-based compensation ($202,800) paid to the advisory board members.

Consulting fees increased $387,843 from $275,908 in 2018 to $663,751 in 2019. The 2019 expense amount ($663,751) includes stock-based compensation of $565,776, resulting from stock issued for the service of consultants. The 2018 expense amount ($275,908) includes stock-based compensation of $11,000, resulting from stock issued for the service of consultants.

Advertising expense increased $4,055 from $22,333 in 2018 to $26,388 in 2019.

Hosting expense decreased $3,218 from $3,668 in 2018 to $450 in 2019.

Rent expense decreased $4,405 from $16,265 in 2018 to $11,860 in 2019.

Professional fees increased $24,453 from $13,383 in 2018 to $37,836 in 2019.

Depreciation of property and equipment increased $1,962 from $803 in 2018 to $2,765 in 2019.

Amortization of intangible assets increased $2,194 from $0 in 2018 to $2,194 in 2019.

Other operating expenses increased $171,168 from $64,713 in 2018 to $235,881 in 2019. The increase was due largely to higher referral fees, travel expense, and news announcement fees in 2019 compared to 2018.

Net income decreased $1,580,072 from income of $407,558 in 2018 to a loss of $1,172,514 in 2019. The decrease was due to the $766,802 increase in total operating expenses and the decrease of $1,042,695 in other income – net from $1,042,249 other income – net in 2018 to $446 other expense– net in 2019, offset by the $447,391 increase in revenues.

23

Liquidity and Capital Resources

At March 31, 2019, we had cash and cash equivalents of $567,291 and working capital of $1,067,641.

Cash and cash equivalents decreased $240,456 from $807,747 at December 31, 2018 to $567,291 at March 31, 2019. For the three months ended March 31, 2019, $1,194,265 was provided by financing activities, $744,212 was used in investing activities, and $690,509 was used in operating activities.

We currently have no agreements, arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources.

We currently have no commitments with any person for any capital expenditures.

We have no off-balance sheet arrangements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

None.

ITEM 4. CONTROLS AND PROCEDURES

(A) EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

As of March 31, 2019, our principal executive officer and principal financial officer conducted an evaluation regarding the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act). Based upon the evaluation of these controls and procedures, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this report.

(B) CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There were no changes in our internal control over financial reporting in our fiscal quarter for the period March 31, 2019 covered by this Quarterly Report on Form 10-Q, that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are not currently a party to any legal proceedings.

ITEM 1A. RISK FACTORS

As a smaller reporting company, we are not required to provide risk factors in this Form 10-Q.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Sales of unregistered securities during the quarterly period ended March 31, 2019 follows:

From January 4, 2019 to March 27, 2019, the Company issued aggregately 41,431,994 shares of CANB common stock to multiple investors pursuant to relative Stock Purchase Agreements dated on various dates, in exchange for total proceeds of $1,196,100.

On January 14, 2019, the Company issued 7,500,000 shares of CANB common stock to Hudilab, Inc. (“HUDI”), pursuant to a License and Acquisition Agreement for purchase of the technology owned by HUDI.

24

From January 18, 2019 to March 17, 2019, the Company issued aggregately 24,600,000 shares of CANB common stock to multiple consultants for services rendered.

From January 19, 2019 to March 27, 2019, the Company issued aggregately 1,167,959 shares of CANB common stock to employee and officers of the Company pursuant to employee agreement and in satisfaction of accrued compensation for the quarter ended March 31, 2019.

On February 5, 2019, the Company issued 2,000,000 shares to the owner of TZ Wholesale LLC, pursuant to a Memorandum of Understanding (the “MOU”) dated November 9, 2018.

On February 20, 2019, the Company issued 1,000,000 shares of CANB common stock to owners of Seven Chakras pursuant to an Asset Purchase Agreement (the “Agreement”) with Seven Chakras, LLC dated January 31, 2019.

With respect to the transactions noted above, each of the recipients of securities of the Company was an accredited investor, or is considered by the Company to be a “sophisticated person”, inasmuch as each of them has such knowledge and experience in financial and business matters that they are capable of evaluating the merits and risks of receiving securities of the Company. No solicitation was made and no underwriting discounts were given or paid in connection with these transactions. The Company believes that the issuance of its securities as described above was exempt from registration with the Securities and Exchange Commission pursuant to Section 4(a)(2) of the Securities Act of 1933.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

3.1	Articles of Incorporation, as amended*
3.2	Bylaws*
31.1	Chief Executive Officer certification under Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Chief Financial Officer certification under Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Chief Executive Officer certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Chief Financial Officer certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Schema Linkbase Document
101.CAL	XBRL Taxonomy Calculation Linkbase Document
101.DEF	XBRL Taxonomy Definition Linkbase Document
101.LAB	XBRL Taxonomy Labels Linkbase Document
101.PRE	XBRL Taxonomy Presentation Linkbase Document
*	filed with the Form S-1 Registration Statement filed with the SEC on December 2, 2015 and incorporated herein by reference.

25

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	CANBIOLA, INC.
Date: June 17, 2019	By:	/s/ Marco Alfonsi
		Marco Alfonsi, Chief Executive Officer
Date: June 17, 2019	By:	/s/ Stanley L. Teeple
		Stanley L. Teeple, Chief Financial Officer

26

EX-31.1

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

I, Marco Alfonsi, certify that:

1. I have reviewed this quarterly report on Form 10-Q/A of Canbiola, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

a)	all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Dated: June 17, 2019	By:	/s/ Marco Alfonsi
		Marco Alfonsi, Chief Executive Officer (Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

I, Stanley L. Teeple, certify that:

1. I have reviewed this quarterly report on Form 10-Q/A of Canbiola, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

a)	all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Dated: June 17, 2019	By:	/s/ Stanley L. Teeple
		Stanley L. Teeple, Chief Financial Officer (Principal Financial Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Canbiola, Inc. (the “Company”) on Form 10-Q/A for the period ended March 31, 2019 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Marco Alfonsi, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. section 1350 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: June 17, 2019	By:	/s/ Marco Alfonsi
		Marco Alfonsi Chief Executive Officer
		(Principal Executive Officer)

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Canbiola, Inc. (the “Company”) on Form 10-Q/A for the period ended March 31, 2019 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Marco Alfonsi, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. section 1350 of the Sarbanes-Oxley Act of 2002, that:

(3)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(4)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: June 17, 2019	By:	/s/ Stanley L. Teeple
		Stanley L. Teeple, Chief Financial Officer (Principal Financial Officer)

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2019	May 17, 2019
Document And Entity Information
Entity Registrant Name	Canbiola, Inc.
Entity Central Index Key	0001509957
Document Type	10-Q
Document Period End Date	Mar. 31, 2019
Amendment Flag	false
Current Fiscal Year End Date	--12-31
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
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		552,992,664
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2019

XML

Consolidated Balance Sheets - USD ($)	Mar. 31, 2019	Dec. 31, 2018
Current assets:
Cash and cash equivalents	$ 567,291	$ 807,747
Accounts receivable, less allowance for doubtful accounts of $0 and $0, respectively	324,449	39,172
Inventory	77,110	87,104
Prepaid expenses - current	238,079	210,351
Deposit - current	150,000
Total current assets	1,356,929	1,144,374
Property and equipment, at cost less accumulated depreciation of $34,738 and $20,248, respectively	743,368	59,619
Other assets:
Deposit - noncurrent	19,787	48,726
Prepaid expenses - noncurrent	2,061,356	2,365,719
Note receivable - noncurrent	19,389	19,389
Intangible assets, net of accumulated amortization of $2,194 and $0, respectively	196,461
Goodwill (Note 4)	55,849	55,849
Right-of-Use Asset	90,591
Total other assets	2,443,433	2,489,683
Total assets	4,543,730	3,693,675
Current liabilities:
Notes and loans payable	17,370	19,205
Accounts payable	126,747	73,059
Accrued officers compensation	68,750	68,750
Other accrued expenses payable	44,955	43,778
Current portion of lease liability	31,466
Total current liabilities	289,288	204,792
Non-current portion of lease liability	59,125
Total liabilities	348,413	204,792
Commitments and contingencies (Notes 14)
Stockholders' deficiency:
Common stock, no par value; authorized 750,000,000 shares, issued and outstanding 548,487,714 and 440,566,325 shares, respectively	18,531,529	16,624,557
Additional Paid-in capital	872,976	872,976
Additional Paid-in capital - Stock Options (Note 12)	202,200	202,200
Accumulated deficit	(19,958,634)	(18,768,753)
Total stockholders' deficiency	4,195,317	3,488,883
Total liabilities and stockholders' deficiency	4,543,730	3,693,675
Series A Preferred Stock [Member]
Stockholders' deficiency:
Preferred stock, authorized 5,000,000 shares:	4,546,924	4,557,424
Series B Preferred Stock [Member]
Stockholders' deficiency:
Preferred stock, authorized 5,000,000 shares:	$ 322	$ 479

XML

Consolidated Balance Sheets (Parenthetical) - USD ($)	Mar. 31, 2019	Dec. 31, 2018
Allowance for doubtful accounts	$ 0	$ 0
Accumulated depreciation, property and equipment	34,738	20,248
Amortization of intangible assets	$ 2,194	$ 0
Preferred stock, shares authorized	5,000,000	5,000,000
Common stock, par value
Common stock, shares authorized	750,000,000	750,000,000
Common stock, shares issued	548,487,714	440,566,325
Common stock, shares outstanding	548,487,714	440,566,325
Series A Preferred Stock [Member]
Preferred stock, shares authorized	20	20
Preferred stock, par value
Preferred stock, shares issued	17	18
Preferred stock, shares outstanding	17	18
Series B Preferred Stock [Member]
Preferred stock, shares authorized	500,000	500,000
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares issued	342,853	499,958
Preferred stock, shares outstanding	342,853	499,958

XML

Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Revenues
Total Revenues	$ 517,160	$ 69,769
Cost of product sales	262,553	44,587
Gross Profit	254,607	25,182
Operating costs and expenses:
Officers and directors compensation (including stock-based compensation of $262,420 and $202,800 respectively)	445,550	262,800
Consulting fees (including stock-based compensation of $565,776 and $11,000, respectively)	663,751	275,908
Advertising expense	26,388	22,333
Hosting expense	450	3,668
Rent expense	11,860	16,265
Professional fees	37,836	13,383
Depreciation of property and equipment	2,765	803
Amortization of intangible assets	2,194
Other	235,881	64,713
Total operating expenses	1,426,675	659,873
Loss from operations	(1,172,068)	(634,691)
Other income (expense):
Interest income		2,512
Income (expense) from derivative liability		1,075,706
Interest expense (including amortization of debt discounts of $0 and $28,464, respectively)	(446)	(35,969)
Other income (expense) - net	(446)	1,042,249
Income (Loss) before provision for income taxes	(1,172,514)	407,558
Provision for income taxes
Net income (loss) and comprehensive loss	$ (1,172,514)	$ 407,558
Net income (loss) per common share - basic and diluted	$ (0.00)	$ 0.00
Weighted average common shares outstanding - Basic	501,585,684	229,607,879
Weighted average common shares outstanding - Diluted	732,708,830	365,602,196
Product [Member]
Revenues
Total Revenues	$ 515,360	$ 62,969
Service [Member]
Revenues
Total Revenues	$ 1,800	$ 6,800

XML

Consolidated Statements of Operations and Comprehensive Loss (Unaudited) (Parenthetical) - USD ($)	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Stock-based compensation	$ 828,196	$ 430,708
Amortization of debt discounts	0	28,464
Consulting Fees [Member]
Stock-based compensation	565,776	11,000
Officers and Directors [Member]
Stock-based compensation	$ 262,420	$ 202,800

XML

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Operating Activities:
Net income	$ (1,172,514)	$ 407,558
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation, net of prepaid stock-based consulting fees	828,196	430,708
Expense from derivative liability		(1,075,707)
Depreciation of property and equipment - General	2,765	803
Depreciation of property and equipment - COGS	5,198
Amortization of intangible assets	2,194
Amortization of debt discounts	0	28,464
Changes in operating assets and liabilities:
Accounts receivable	(285,277)	(5,720)
Inventory	9,994	1,172
Security deposit	(121,061)
Accounts payable	38,819	(52,274)
Accrued officers compensation		52,500
Other accrued expenses payable	1,177	4,291
Net cash used in operating activities	(690,509)	(208,205)
Investing Activities:
Intangible assets additions	(50,000)
Fixed assets additions	(694,212)	(13,330)
Net cash used in investing activities	(744,212)	(13,330)
Financing Activities:
Repayments of notes and loans payable	(1,835)
Proceeds received from notes and loans payable		25,000
Proceeds from sale of common stock	1,196,100
Proceeds from sale of Series B preferred stock		249,000
Net cash provided by financing activities	1,194,265	274,000
Increase (decrease) in cash and cash equivalents	(240,456)	52,465
Cash and cash equivalents, beginning of period	807,747	1,652
Cash and cash equivalents, end of period	567,291	54,117
SUPPLEMENTAL CASH FLOW INFORMATION:
Income taxes paid
Interest paid
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Issuance of common stock in acquisition of Intangible assets	148,655
Issuance of common stock in satisfaction of Officers compensation	54,340
Issuance of common stock in satisfaction of directors fees		202,800
Issuance of common stock for services rendered	$ 497,220

XML

Organization and Description of Business

3 Months Ended

Mar. 31, 2019

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Description of Business

NOTE 1 – Organization and Description of Business

Canbiola, Inc. was originally incorporated as WrapMail, Inc. (“WRAP”) in Florida on October 11, 2005. Effective January 5, 2015, WRAP acquired 100% ownership of Prosperity Systems, Inc. (“Prosperity”), a New York corporation incorporated on April 2, 2008. The Company is in the process of dissolving Prosperity. The Company acquired 100% of the membership interests in Pure Health Products, LLC, a New York limited liability company (“PHP” or “Pure Health Products”) effective December 28, 2018. The Company formed Duramed, Inc., a Nevada corporation (“Duramed”) in November 2018, to facilitate the manufacture and sale of durable medical equipment incorporating CBD.

Effective December 27, 2010, WRAP effected a 10 for 1 forward stock split of its common stock. Effective June 4, 2013, WRAP effected a 1 for 10 reverse stock split of its common stock. The accompanying consolidated financial statements retroactively reflect these stock splits.

On May 15, 2017, WRAP changed its name to Canbiola, Inc. (the “Company” or “CANB” or “Canbiola”).

Canbiola specializes in the production and sale of a variety of hemp derived Cannabidiol (“CBD”) products such as oils, creams, moisturizers, isolate, gel caps, concentrate and water. Canbiola is developing its own line of proprietary products as well as seeking synergistic value through acquisitions in the Hemp Industry. Canbiola aims to be the premier provider of the highest quality hemp CBD products on the market through sourcing the very best raw material and developing a variety of products we believe will improve people’s lives in a variety of areas.

The Company also operates document management and email marketing platforms. The Company used to operate its document and information platform from its wholly owned subsidiary, Prosperity Systems, Inc; however, after the acquisition of Prosperity, the Company transferred Prosperity’s operations to the Company directly.

For the periods presented, the assets, liabilities, revenues, and expenses are those of CANB. Prosperity had no activity for the periods presented. Financial information for PHP and Duramed in the periods have been consolidated with the Company’s financials.

XML

Going Concern Uncertainty

3 Months Ended

Mar. 31, 2019

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Going Concern Uncertainty

NOTE 2 – Going Concern Uncertainty

The consolidated financial statements have been prepared on a “going concern” basis, which contemplates the realization of assets and liquidation of liabilities in a normal course of business. As of March 31, 2019, the Company had cash and cash equivalents of $567,291 and a working capital of $1,067,641. For the three months ended March 31, 2019 and 2018, the Company had net loss of $1,172,514 and a gain of $407,558, respectively. These factors raise substantial doubt as to the Company’s ability to continue as a going concern. The Company plans to improve its financial condition by raising capital through sales of shares of its common stock. Also, the Company plans to expand its operation of CBD products to increase its profitability. The consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

XML

Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2019

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

NOTE 3 – Summary of Significant Accounting Policies

(a) Principles of Consolidation

The consolidated financial statements include the accounts of CANB and its wholly owned subsidiaries, Pure Health products, Duramed, and Prosperity. All intercompany balances and transactions have been eliminated in consolidation.

(b) Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

(c) Fair Value of Financial Instruments

The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, notes receivable, notes and loans payable, accounts payable, and accrued expenses payable. Except for the noncurrent note receivable, the fair value of these financial instruments approximate their carrying amounts reported in the balance sheets due to the short term maturity of these instruments. Based on comparable instruments with similar terms, the fair value of the noncurrent note receivable approximates its carrying value.

Pursuant to ASC 820, Fair Value Measurements and Disclosures, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

Level 1 - applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2 - applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3 - applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

(d) Cash and Cash Equivalents

The Company considers all liquid investments purchased with a maturity of three months or less to be cash equivalents.

(e) Inventory

All inventories are finished goods and stated at the lower of cost or net realizable value. Cost is principally determined using the first-in, first-out (FIFO) method.

(f) Property and Equipment, Net

Property and equipment, net, is stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the respective assets. Maintenance and repairs are charged to operations as incurred.

(g) Intangible Assets, Net

Intangible assets, net, are stated at cost less accumulated amortization. Amortization is calculated using the straight-line method over the estimated economic lives of the respective assets.

(h) Goodwill and Intangible Assets with Indefinite Lives

The Company does not amortize goodwill and intangible assets with indefinite useful lives, but instead tests for impairment at least annually. When conducting the annual impairment test for goodwill, the Company compares the estimated fair value of a reporting unit containing goodwill to its carrying value. If the estimated fair value of the reporting unit is determined to be less than its carrying value, goodwill is reduced, and an impairment loss is recorded.

(i) Long-lived Assets

The Company reviews long-lived assets held and used, intangible assets with finite useful lives and assets held for sale for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If an evaluation of recoverability is required, the estimated undiscounted future cash flows associated with the asset is compared to the asset’s carrying amount to determine if a write-down is required. If the undiscounted cash flows are less than the carrying amount, an impairment loss is recorded to the extent that the carrying amount exceeds the fair value.

(j) Revenue Recognition

The Company recognizes revenue in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, which requires that five basic steps be followed to recognize revenue: (1) a legally enforceable contract that meets criterial standards as to composition and substance is identified; (2) performance obligations relating to provision of goods or services to the customer are identified; (3) the transaction price, with consideration given to any variable, noncash, or other relevant consideration, is determined; (4) the transaction price is allocated to the performance obligations; and (5) revenue is recognized when control of goods or services is transferred to the customer with consideration given, whether that control happens over time or not. Determination of criteria (3) and (4) are based on our management’s judgments regarding the fixed nature of the selling prices of the products and services delivered and the collectability of those amounts.

Private Label Customers, Global CBD, LLC and TZ Wholesale, are wholesale distributors of the Company’s product, under their own wholesale private label brand. The products are made to Company specifications, and shipped directly to the wholesaler. The pricing is predicated upon a volume discount negotiated at the time of the placement of the orders. Product is produced and labeled in the Washington manufacturing facility and shipped directly to the Private Label customer who re-distributes to their retail and other customers. The products are fully paid when shipped.

Revenue from product sales is recognized when an order has been obtained, the price is fixed and determinable, the product is shipped, title has transferred, and collectability is reasonably assured.

The Company’s Duramed Division provides a sam® Pro 2.0 medical device to patients through a doctor program whereby the physician evaluates the patients needs for medical necessity, and if determined that the device use would be beneficial, writes a prescription for the patient who signs a rental form, for a 35 day cycle for the unit, that is submitted to Duramed who bills the appropriate insurance company. The insurance company pays the invoice, or a negotiated amount via arbitration, and that revenue is reported as revenue when invoiced to the insurance carrier. The collected amount is reconciled with the invoice amount on a daily basis.

(k) Cost of Product Sales

The cost of product sale is the total cost incurred to obtain a sale and the cost of the goods sold, and the Company’s policy is to recognize it in the same manner as, and in conjunction with, revenue recognition. Cost of product sale primarily consisted of the costs directly attributable to revenue recognized and includes expenses related to the production, packaging and labeling of our CBD products.

(l) Stock-Based Compensation

Stock-based compensation is accounted for at fair value in accordance with Accounting Standards Codification (“ASC”) Topic 718, “Compensation – Stock Compensation” (“ASC718”) and ASC 505-50, “Equity – Based Payments to Non-Employees.”

In addition to requiring supplemental disclosures, ASC 718 addresses the accounting for share-based payment transactions in which a company receives goods or services in exchange for (a) equity instruments of the company or (b) liabilities that are based on the fair value of the company’s equity instruments or that may be settled by the issuance of such equity instruments. ASC 718 focuses primarily on accounting for transactions in which a company obtains employee services in share-based payment transactions.

In accordance with ASC 505-50, the Company determines the fair value of the stock based payment as either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. If the fair value of the equity instruments issued is used, it is measured using the stock price and other measurement assumptions as of the earlier of either (1) the date at which a commitment for performance by the counterparty to earn the equity instrument is reached, or (2) the date at which the counterparty’s performance is complete.

Options and warrants

The fair value of stock options and warrants is estimated on the measurement date using the Black-Scholes model with the following assumptions, which are determined at the beginning of each year and utilized in all calculations for that year:

Risk-Free Interest Rate.

We utilized the U.S. Treasury yield curve in effect at the time of grant with a term consistent with the expected term of our awards.

Expected Volatility.

We calculate the expected volatility based on a volatility index of peer companies as we did not have sufficient historical market information to estimate the volatility of our own stock.

Dividend Yield.

We have not declared a dividend on its common stock since its inception and have no intentions of declaring a dividend in the foreseeable future and therefore used a dividend yield of zero.

Expected Term.

The expected term of options granted represents the period of time that options are expected to be outstanding. We estimated the expected term of stock options by using the simplified method. For warrants, the expected term represents the actual term of the warrant.

Forfeitures.

Estimates of option forfeitures are based on our experience. We will adjust our estimate of forfeitures over the requisite service period based on the extent to which actual forfeitures differ, or are expected to differ, from such estimates. Changes in estimated forfeitures will be recognized through a cumulative catch-up adjustment in the period of change and will also impact the amount of compensation expense to be recognized in future periods.

(m) Advertising

Advertising costs are expensed as incurred and amounted to $26,388 and $22,333 for the period ended March 31, 2019 and 2018, respectively.

(n) Research and Development

Research and development costs are expensed as incurred. In the period ended March 31, 2019 and 2018, the Company spent $17,500 and $2,500 in research and development which was expenses as spent, respectively.

(o) Income Taxes

Income taxes are accounted for under the assets and liability method. Current income taxes are provided in accordance with the laws of the respective taxing authorities. Deferred income taxes are provided for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is not more likely than not that some portion or all of the deferred tax assets will be realized.

The Company has adopted the provisions required by the Income Taxes topic of the FASB Accounting Standards Codification. The Codification Topic requires the recognition of potential liabilities as a result of management’s acceptance of potentially uncertain positions for income tax treatment on a “more-likely-than-not” probability of an assessment upon examination by a respective taxing authority. The Company believes that it has not taken any uncertain tax positions and thus has not recorded any liability.

(p) Net Income (Loss) per Common Share

Basic net income (loss) per common share is computed on the basis of the weighted average number of common shares outstanding during the period.

Diluted net income (loss) per common share is computed on the basis of the weighted average number of common shares and dilutive securities (such as stock options and convertible securities) outstanding. Dilutive securities having an anti-dilutive effect on diluted net income (loss) per share are excluded from the calculation. For the periods presented, the diluted net loss per share calculation excluded the effect of Series B preferred stocks and stock options outstanding (see Notes 7, 8 and 10).

(q) Recent Accounting Pronouncements

In May 2014, the FASB issued ASU 2014-09 “Revenue from Contracts with Customers” (Topic 606) which establishes revenue recognition standards. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2017. The impact of ASU 2014-09 on the Company’s financial statements has not been significant.

In 2016, the FASB issued ASU 2016-2 (Topic 842) which establishes a new lease accounting model for lessees. Under the new guidance, lessees will be required to recognize right of use assets and liabilities for most leases having terms of 12 months or more. Effective January 1, 2019, we adopted this new accounting guidance using the effective date transition method, which permits entities to apply the new lease standards using a modified retrospective transition approach at the date of adoption. As such, historical periods will continue to be measured and presented under the previous guidance while current and future periods subject to this new accounting guidance. Upon adoption we recorded a $100,681 right-of-use asset related to our one operating lease (see Note 13) and a $90,591 lease liability.

(r) Reclassifications

Certain amounts in the prior year consolidated financial statements have been reclassified to conform to the current year presentation. These reclassification adjustments had no effect on the Company’s previously reported net income.

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Acquisition of Pure Health Products, LLC

3 Months Ended

Mar. 31, 2019

Business Combinations [Abstract]

Acquisition of Pure Health Products, LLC

NOTE 4 – Acquisition of Pure Health Products, LLC

Effective December 28, 2018, CANB acquired 100% ownership of Pure Health Products, LLC (“Pure Health”) in exchange for the cancellation of CANB’s $75,000 note receivable from Pure Health and $10,827 accrued interest thereon and issuance of 3,096,827 newly issued shares of CANB common stock (valued at the $0.0578 closing trading price on December 28, 2018 or $178,997, see Note 11). The acquisition has been accounted for in the accompanying consolidated financial statements as a purchase transaction. Accordingly, the financial position and results of operations of Pure Health prior to the date of the acquisition have been excluded from the accompanying consolidated financial statements.

The estimated fair values of the identifiable net assets of Pure Health at December 28, 2018 (effective date of acquisition) consisted of:

Cash and cash equivalents	$	404
Accounts receivable from CANB		16,676
Inventory		79,652
Property and equipment, net		7,559
Security deposit		2,100
Total assets		106,391
Accounts payable, including $34,419 due to CANB		49,825
Total liabilities		49,825
Identifiable net assets	$	56,566

Goodwill of $55,849 (excess of the $112,415 fair value of the 3,096,827 shares of CANB common stock issued to Pure Health’s stockholders over the $56,566 identifiable net assets of Pure Health at December 28, 2018 after reflecting the $85,827 cancellation of the $75,000 note payable and $10,827 accrued interest) was recorded from the acquisition.

The following pro forma information summarizes the results of operations for the periods indicated as if the acquisition occurred at December 31, 2017. The pro forma information is not necessarily indicative of the results that would have been reported had the transaction actually occurred on December 31, 2017, nor is it intended to project results of operations for any future period.

	Three Months Ended
	March 31,
	2019			2018
Product sales	$	515,360		$	67,207
Cost of product sales		262,553			42,607
Gross profit on product sales		252,807			24,600
Service revenue		1,800			6,800
Total gross profit		254,607			31,400
Operating expenses		1,426,675			673,665
Loss from operations		(1,172,068	)		(642,265	)
Other income (loss) - net		(446	)		1,042,249
Net income (loss)	$	(1,172,514	)	$	399,984
Net income (loss) per common share- basic and diluted	$	(0.00	)	$	0.00
Weighted average common shares outstanding –
Basic		501,585,684			229,607,879
Diluted		732,708,830			365,602,196

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Inventories

3 Months Ended

Mar. 31, 2019

Inventory Disclosure [Abstract]

Inventories

NOTE 5 – Inventories

Inventories consist of:

	March 31, 2019		December 31, 2018
Raw materials	$	72,148	$	79,652
Finished goods		4,962		7,452
Total	$	77,110	$	87,104

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Notes Receivable

3 Months Ended

Mar. 31, 2019

Receivables [Abstract]

Notes Receivable

NOTE 6 – Notes Receivable

Notes receivable consist of:

	March 31, 2019		December 31, 2018
Note receivable dated November 30, 2015 from Stock Market Manager, Inc, interest at 3% per annum due November 30, 2020	$	19,389	$	19,389
Total		19,389		19,389
Current portion of notes receivable		-		-
Noncurrent portion of notes receivable	$	19,389	$	19,389

Stock Market Manager, Inc is affiliated with Carl Dilley, a Company director. In 2018, the Company received services from Stock Market Manager valued at $19,611 in exchange for the cancellation of $19,611 in note receivables.

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Property and Equipment, Net

3 Months Ended

Mar. 31, 2019

Property, Plant and Equipment [Abstract]

Property and Equipment, Net

NOTE 7 – Property and Equipment, Net

Property and Equipment, net, consist of:

	March 31, 2019			December 31, 2018
Furniture & Fixtures	$	19,018		$	19,018
Office Equipment		12,378			20,992
Manufacturing Equipment		746,710			46,384
Total		778,106			86,394
Accumulated amortization		(34,738	)		(26,775	)
Net	$	743,368		$	59,619

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Intangible Assets, Net

3 Months Ended

Mar. 31, 2019

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets, Net

NOTE 8 – Intangible Assets, Net

Intangible assets, net, consist of:

	March 31, 2019			December 31, 2018
Video conferencing software acquired by Prosperity in December 2009	$	30,000		$	30,000
Enterprise and audit software acquired by Prosperity in April 2008		20,000			20,000
Patent costs incurred by WRAP		6,880			6,880
CBD Technology		198,655			-
Other		3,548			3,548
Total		259,083			60,428
Accumulated amortization and Impairment		(60,428	)		(60,428	)
Net	$	198,655		$	0

The CBD related technology were purchased from Hudilab, Inc. (“HUDI”) and Seven Chakras, LLC (“Seven Chakras”) in the three months ended March 31, 2019. On January 14, 2019, the Company and PHP (collectively, the “buyer”) entered into a License and Acquisition Agreement (the “LAA”) with HUDI. Pursuant to the LAA, HUDI will sell the technology owned by it to the buyer in exchange for 7,500,000 shares of CANB common stock. On January 14, 2019, the shares were issued to the owner of HUDI and valued at $131,625. On January 31, 2019, PHP entered into an Asset Purchase Agreement (the “Agreement”) with Seven Chakras, LLC (“Seven Chakras”). Pursuant to the Agreement, PHP purchased the rights and title to (i) Seven Chakras’ proprietary formulas, methods, trade secrets, and know-how related to the production of Seven Chakras’ products containing cannabidiol (“CBD”), (ii) Seven Chakras’ tradename, domain name, and social media sites, and (iii) other assets of Seven Chakras including but not limited to raw materials, equipment, packaging and labeling materials, mailing lists, and marketing materials (collectively, the “Assets”). On February 20, 2019, the Company issued 1,000,000 shares of CANB common stock valued at $17,030 to owners of Seven Chakras as additional consideration, along with the $50,000 cash payments, pursuant to the agreement.

The other intangible assets relate to the document management and email marketing divisions. Since December 31, 2017, the Company do not expect any future positive cash flow from these divisions. Accordingly, the net carrying value of these intangible assets was reduced to $0.

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Notes and Loans Payable

3 Months Ended

Mar. 31, 2019

Debt Disclosure [Abstract]

Notes and Loans Payable

NOTE 9 – Notes and Loans Payable

Notes and loans payable consist of:

	March 31, 2019		December 31, 2018
Note payable to brother of Marco Alfonsi, Chief Executive Officer of the Company, interest at 10% per annum, due August 22, 2016 (now past due)		5,000		5,000
Note payable to Carl Dilley, a director of the Company, interest at 12.99% per annum, due February 1, 2021		10,899		10,899
Loan payable to Mckenzie Webster Limited (“MWL”), an entity controlled by the former Chairman of the Board of Directors of the Company, non-interest bearing, due on demand		3,000		3,000
Total	$	18,899	$	18,899

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Preferred Stock

3 Months Ended

Mar. 31, 2019

Equity [Abstract]

Preferred Stock

NOTE 10 – Preferred Stock

Each share of Series A Preferred Stock is convertible into 10,000,000 shares of CANB common stock and is entitled to 20,000,000 votes.

Each share of Series B Preferred Stock has the first preference to dividends, distributions and payments upon liquidation, dissolution and winding-up of the Company, and is entitled to an accrued cumulative but not compounding dividend at the rate of 5% per annum whether or not declared. After six months of the issuance date, such share and any accrued but unpaid dividends can be converted into common stock at the conversion price which is the lower of (i) $0.0101; or (ii) the lower of the dollar volume weighted average price of CANB common stock on the trading day prior to the conversion day or the dollar volume weighted average price of CANB common stock on the conversion day. The shares of Series B Preferred Stock have no voting rights.

On January 22, 2018, the Company issued 87,368 shares of CANB Series B Preferred Stock to RedDiamond Partners LLC (“RedDiamond”) pursuant to an amended Securities Purchase Agreement dated January 9, 2018, in exchange for proceeds of $83,000, or $0.95 per CANB Series B Preferred share.

On February 12, 2018, the Company issued 1 share of CANB Series A Preferred Stock to David Posel pursuant to a service agreement. The fair value of the issuance is $373,000 and will be amortized over the vesting period of four years.

On February 16, 2018, the Company issued 3 shares of CANB Series A Preferred Stock to Andrew Holtmeyer pursuant to a service agreement. The fair value of the issuance is $1,020,000 and will be amortized over the vesting period of one year.

On February 16, 2018, the Company issued 87,368 shares of CANB Series B Preferred Stock to RedDiamond Partners LLC (“RedDiamond”) pursuant to an amended Securities Purchase Agreement dated January 9, 2018, in exchange for proceeds of $83,000, or $0.95 per CANB Series B Preferred share.

On March 20, 2018, the Company issued 87,368 shares of CANB Series B Preferred Stock to RedDiamond Partners LLC (“RedDiamond”) pursuant to an amended Securities Purchase Agreement dated January 9, 2018, in exchange for proceeds of $83,000, or $0.95 per CANB Series B Preferred share.

On April 13, 2018, April 25, 2018, May 3, 2018, June 19, 2018 and June 25, 2018, RedDiamond Partners converted its 10,000 shares, 10,000 shares, 10,000 shares, 15,000 shares and 10,000 shares of CANB Series B Preferred Stock to 1,287,129 shares, 1,287,129 shares, 1,287,129 shares, 3,545,455 shares, and 2,363,636 shares of CANB common stock, respectively.

On May 14, 2018, the Company issued 1 share of CANB Series A Preferred Stock to a consultant pursuant to a Consulting Agreement dated May 11, 2018. The $150,000 fair value of the issuance was partially charged to consulting fees in the three months ended September 30, 2018.

From July 24, 2018 to September 26, 2018, RedDiamond Partners converted aggregately 263,263 shares of CANB Series B Preferred Stock to 53,839,743 shares of CANB common stock.

On August 28, 2018, September 14, 2018 and September 19, 2018, the Company issued 36,842 shares, 105,263 shares, and 105,263 shares of CANB Series B Preferred Stock, respectively, to RedDiamond Partners LLC (“RedDiamond”) pursuant to an amended Securities Purchase Agreement dated January 9, 2018, in exchange for proceeds of $35,000, $100,000 and $100,000, respectively, or $0.95 per CANB Series B Preferred share.

From October 2, 2018 to November 7, 2018, RedDiamond Partners converted aggregately 101,736 shares of CANB Series B Preferred Stock to 13,094,733 shares of CANB common stock.

On October 23, 2018 and November 14, 2018, the Company issued 200,000 shares and 52,500 shares of CANB Series B Preferred Stock, respectively, to RedDiamond Partners LLC (“RedDiamond”) in exchange for proceeds of $190,000 and $49,875, respectively, or $0.95 per CANB Series B Preferred share.

On December 28,2018, Marco Alfonsi converted 3 shares of CANB Series A Preferred Stock to 30,000,000 shares of CANB common stock.

On December 29, the Company issued 8 shares of CANB Series A Preferred Stock to three officers of the company (1 share to Stanley L. Teeple, 5 shares to Pasquale Ferro and 2 shares to Andrew Holtmeyer), pursuant to the employment agreements with them. The fair value of the issuance totaled at $4,624,000 and will be amortized over the vesting period of four years.

On January 28, 2019, the Company issued 10,000,000 shares of CANB common stock to a consultant of the Company in exchange for the retirement of 1 share of CANB Series A Preferred Stock.

From February 21, 2019 to March 12, 2019, the Company issued aggregately 20,221,436 shares of CANB common stock to RedDiamond in exchange for the retirement of 157,105 shares of CANB Series B Preferred Stock.

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Common Stock

3 Months Ended

Mar. 31, 2019

Equity [Abstract]

Common Stock

NOTE 11 – Common Stock

On February 7, 2018, the Company issued 250,000 shares of CANB common stock to a consultant for services rendered. The $9,825 fair value of the 250,000 shares of CANB common stock was partially charged to consulting fees in the three months ended March 31, 2018.

On February 9, 2018, the Company issued 3,000,000 and 3,000,000 shares of CANB common stock to its two directors for services rendered, respectively. The $101,400 fair value of each 3,000,000 shares of CANB common stock was charged to directors fees in the three months ended March 31, 2018. The shares issued to one of the directors were converted to options at June 11, 2018 (see Note 10).

On February 13, 2018, the Company issued 150,000 shares of CANB common stock to a consultant for services rendered. The $5,085 fair value of the 150,000 shares of CANB common stock was partially charged to consulting fees in the three months ended March 31, 2018.

On February 14, 2018, the Company issued 250,000 shares of CANB common stock to a consultant for services rendered. The $8,500 fair value of the 250,000 shares of CANB common stock was partially charged to consulting fees in the three months ended March 31, 2018.

On February 19, 2018, the Company issued 150,000 shares of CANB common stock to a consultant for services rendered. The $5,280 fair value of the 150,000 shares of CANB common stock was partially charged to consulting fees in the three months ended March 31, 2018.

On February 26, 2018, the Company issued 250,000 shares of CANB common stock to a consultant for services rendered. The $11,375 fair value of the 250,000 shares of CANB common stock was partially charged to consulting fees in the three months ended March 31, 2018.

On March 1, 2018, the Company issued 250,000 shares of CANB common stock to a consultant for services rendered. The $10,900 fair value of the 250,000 shares of CANB common stock was charged to consulting fees in the three months ended March 31, 2018.

On March 20, 2018, the Company issued 250,000 shares of CANB common stock to a consultant for services rendered. The $6,500 fair value of the 250,000 shares of CANB common stock was charged to consulting fees in the three months ended March 31, 2018.

On April 13, 2018, April 25, 2018, May 3, 2018, June 19, 2018 and June 25, 2018, the Company issued 1,287,129 shares, 1,287,129 shares, 1,287,129 shares, 3,545,455 shares, and 2,363,636 shares of CANB common stock to RedDiamond in exchange for the retirement of 10,000 shares, 10,000 shares, 10,000 shares, 15,000 shares and 10,000 shares of CANB Series B Preferred Stock, respectively.

On May 9, 2018, the Company issued 125,000 shares of CANB common stock to a consultant for services rendered.. The $1,812 fair value of the 125,000 shares of CANB common stock was partially charged to consulting fees in the three months ended June 30, 2018.

On May 29, 2018, the Company issued 250,000 shares of CANB common stock to a consultant for services rendered. The $5,000 fair value of the 250,000 shares of CANB common stock was partially charged to consulting fees in the three months ended June 30, 2018.

On May 31, 2018, the Company issued 250,000 shares of CANB common stock to a consultant for services rendered. The $4,600 fair value of the 250,000 shares of CANB common stock was charged to consulting fees in the three months ended June 30, 2018.

On June 4, 2018, the Company issued 250,000 shares of CANB common stock to a consultant for services rendered. The $5,750 fair value of the 250,000 shares of CANB common stock was partially charged to consulting fees in the three months ended June 30, 2018.

On June 11, 2018, the Company agreed to issue 2,749,429 shares of CANB common stock to a lender in satisfaction of notes payable of $15,000 and accrued interest payable of $4,246. The shares was issued at August 24, 2018.

On June 18, 2018, the Company issued 250,000 shares of CANB common stock to a consultant for services rendered. The $6,250 fair value of the 250,000 shares of CANB common stock was partially charged to consulting fees in the three months ended June 30, 2018.

On June 22, 2018, the Company issued 250,000 shares of CANB common stock to a consultant for services rendered. The $8,250 fair value of the 250,000 shares of CANB common stock was charged to consulting fees in the three months ended June 30, 2018.

From July 24, 2018 to September 26, 2018, the Company issued aggregately 53,839,743 shares of CANB common stock to RedDiamond in exchange for the retirement of 263,263 shares of CANB Series B Preferred Stock.

On July 31, 2018, the Company issued 250,000 shares of CANB common stock to a consultant for services rendered. The $3,225 fair value of the 250,000 shares of CANB common stock was charged to consulting fees in the three months ended September 30, 2018.

On August 9, 2018, Company received a conversion notice from a lender. As a result, 9,544,292 shares of CANB common stock was issued to the lender in satisfaction of notes payable of $50,000 and accrued interest payable of $7,266 at August 21, 2018.

On August 28, 2018, the Company issued 2,000,000 shares of CANB common stock to a consultant for services rendered. The $159,600 fair value of the 2,000,000 shares of CANB common stock was partially charged to consulting fees in the three months ended September 30, 2018.

On September 6, 2018, the Company issued 300,000 shares of CANB common stock to a consultant for services rendered. The $16,500 fair value of the 300,000 shares of CANB common stock was partially charged to consulting fees in the three months ended September 30, 2018.

On September 6, 2018, the Company issued 500,000 shares of CANB common stock to a consultant for services rendered. The $27,500 fair value of the 500,000 shares of CANB common stock was charged to consulting fees in the three months ended September 30, 2018.

On September 6, 2018, the Company issued 8,430,331 shares of CANB common stock to a lender in satisfaction of notes payable of $38,500 and accrued interest payable of $7,867.

On September 7, 2018, the Company issued 5,121,694 shares of CANB common stock to a lender in satisfaction of notes payable of $25,000 and accrued interest payable of $3,169.

On September 7, 2018, the Company issued 10,045,667 shares of CANB common stock to a lender in satisfaction of notes payable of $50,000 and accrued interest payable of $10,274.

On September 8, 2018, the Company issued 250,000 shares of CANB common stock to a consultant for services rendered. The $11,500 fair value of the 250,000 shares of CANB common stock was partially charged to consulting fees in the three months ended September 30, 2018.

On September 10, 2018, the Company issued 500,000 shares of CANB common stock to a consultant for services rendered. The $19,950 fair value of the 500,000 shares of CANB common stock was partially charged to consulting fees in the three months ended September 30, 2018.

On September 17, 2018, the Company issued 250,000 shares of CANB common stock to a consultant for services rendered. The $10,750 fair value of the 250,000 shares of CANB common stock was partially charged to consulting fees in the three months ended September 30, 2018.

On September 18, 2018, the Company issued 250,000 shares of CANB common stock to a consultant for services rendered. The $13,725 fair value of the 250,000 shares of CANB common stock was partially charged to consulting fees in the three months ended September 30, 2018.

On September 20, 2018, the Company issued 7,407,407 shares of CANB common stock to an investor pursuant to a Stock Purchase Agreement dated September 17, 2018, in exchange for proceeds of $200,000, or $0.027 per CANB common share.

On September 21, 2018, the Company issued 250,000 shares of CANB common stock to a consultant for services rendered. The $14,500 fair value of the 250,000 shares of CANB common stock was partially charged to consulting fees in the three months ended September 30, 2018.

On September 25, 2018, the Company issued 2,000,000 shares of CANB common stock to a consultant for services rendered. The $97,400 fair value of the 2,000,000 shares of CANB common stock was partially charged to consulting fees in the three months ended September 30, 2018.

From October 2, 2018 to November 7, 2018, the Company issued aggregately 13,094,733 shares of CANB common stock to RedDiamond in exchange for the retirement of 101,736 shares of CANB Series B Preferred Stock.

From November 5, 2018 to December 28, 2018, the Company issued aggregately 2,125,000 shares of CANB common stock to multiple consultants for services rendered. The $80,665 fair value of the 2,125,000 shares of CANB common stock was partially charged to consulting fees in the three months ended December 30, 2018.

From December 3, 2018 to December 28, 2018, the Company issued aggregately 1,500,000 shares of CANB common stock to three board members for services rendered. The $62,342 fair value of the 1,500,000 shares of CANB common stock was charged to director fees in the three months ended December 30, 2018.

From December 3, 2018 to December 28, 2018, the Company issued aggregately 22,413,794 shares of CANB common stock to multiple investors pursuant to relative Stock Purchase Agreements dated on various dates, in exchange for total proceeds of $650,000.

On December 11, 2018, the Company issued 891,089 shares of CANB common stock to RedDiamond in satisfaction of dividend payable of $9.000.

On December 19, 2018, the Company issued 891,089 shares of CANB common stock to Auctus, LLC pursuant to a cashless exercise of stock options.

On December 21, 2018, Company received a conversion notice from a lender. As a result, 9,372,100 shares of CANB common stock was issued to the lender in satisfaction of notes payable of $83,500 and accrued interest payable of $10,221.

On December 21, 2018, Company issued aggregately 4,370,629 shares of CANB common stock to four officers of the Company in satisfaction of accrued compensation of $192,300.

On December 28, 2018, the Company issued 3,096,827 shares of CANB common stock for the acquisition of Pure Health Products, LLC.

On December 28, 2018, the Company issued 245,789 shares of CANB common stock to an officer of the Company pursuant to the Employment Agreement dated December 29, 2018 with Andrew Holtmeyer. The $10,371 fair value of the issuance was charged to stock-based compensation in the three months ended December 31, 2018.

On December 29, the Company issued 30,000,000 shares of CANB common stock to Marco Alfonsi in exchange for the return of 3 shares of CANB Series A Preferred Stock owned by Marco Alfonsi.

From January 4, 2019 to March 27, 2019, the Company issued aggregately 41,431,994 shares of CANB common stock to multiple investors pursuant to relative Stock Purchase Agreements dated on various dates, in exchange for total proceeds of $1,196,100.

On January 14, 2019, the Company issued 7,500,000 shares of CANB common stock to Hudilab, Inc. (“HUDI”), pursuant to a License and Acquisition Agreement for purchase of the technology owned by HUDI.

From January 18, 2019 to March 17, 2019, the Company issued aggregately 24,600,000 shares of CANB common stock to multiple consultants for services rendered.

From January 19, 2019 to March 27, 2019, the Company issued aggregately 1,167,959 shares of CANB common stock to employee and officers of the Company pursuant to employee agreement and in satisfaction of accrued compensation for the quarter ended March 31, 2019.

On February 5, 2019, the Company issued 2,000,000 shares to the owner of TZ Wholesale LLC, pursuant to a Memorandum of Understanding (the “MOU”) dated November 9, 2018.

On February 20, 2019, the Company issued 1,000,000 shares of CANB common stock to owners of Seven Chakras pursuant to an Asset Purchase Agreement (the “Agreement”) with Seven Chakras, LLC dated January 31, 2019.

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Stock Options and Warrants

3 Months Ended

Mar. 31, 2019

Share-based Payment Arrangement [Abstract]

Stock Options and Warrants

NOTE 12 – Stock Options and Warrants

A summary of stock options and warrants activity follows:

	Shares of Common Stock Exercisable Into
	Stock
	Options		Warrants			Total
Balance, December 31, 2017		50,000		247,500			297,500
Granted in 2018		6,000,000		2,850,000			8,850,000
Cancelled in 2018		-		-			-
Exercised in 2018		-		(850,000	)		(850,000	)
Balance, December 31, 2018		6,050,000		2,247,500			8,297,500
Granted in Q1 2019		-		-			-
Cancelled in Q1 2019		-		-			-
Exercised in Q1 2019		-		-			-
Balance, March 31, 2019		6,050,000		2,247,500			8,297,500

Issued and outstanding stock options as of March 31, 2019 consist of:

Year	Number Outstanding		Exercise		Year of
Granted	And Exercisable		Price		Expiration
2009		50,000	$	1.000		2019
2018		6,000,000	$	0.001		2023
Total		3,050,000

On June 11, 2018, the Company granted 3,000,000 options of CANB common stock to Carl Dilley, a former director of the Company, in exchange for the retirement of a total of 3,000,000 shares of CANB common stock from Carl Dilley. The options are exercisable for the purchase of one share of the Registrant’s Common Stock at an exercise price of $0.001 per share. The Options are fully vested and are exercisable as of the Grant Date and all shall expire June 11, 2023. The value of the Stock Options ($84,000) were calculated using the Black Scholes option pricing model and the following assumptions: (i) $0.028 share price, (ii) 5 years term, (iii) 262.00% expected volatility, (iv) 2.80% risk free interest rate and the difference between this value and the fair value of retired shares was expensed in the quarterly period ended June 30, 2018.

On October 21, 2018, the Company granted 3,000,000 options of CANB common stock to Stanley L. Teeple, an officer and Director of the Company. The options are exercisable for the purchase of one share of the Registrant’s Common Stock at an exercise price of $0.001 per share. The Options are fully vested and are exercisable as of the Grant Date and all shall expire October 1, 2023. The values of the Stock Options ($118,200) were calculated using the Black Scholes option pricing model and the following assumptions: (i) $0.0395 share price, (ii) 5 years term, (iii) 221.96% expected volatility, (iv) 3.05% risk free interest rate and the fair value of options was expensed in the quarterly period ended December 31, 2018

Issued and outstanding warrants as of March 31, 2019 consist of:

Year	Number Outstanding		Exercise			Year of
Granted	And Exercisable		Price			Expiration
2010		247,500	$	1.00			2020
2018		2,000,000	$	0.04345	(a)		2023
Total		2,247,500

(a) 110% of the closing price of the Company’s common stock on the date that the Holder funds the full purchase price of the Note.

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Income Taxes

3 Months Ended

Mar. 31, 2019

Income Tax Disclosure [Abstract]

Income Taxes

NOTE 13 – Income Taxes

No provisions for income taxes were recorded for the periods presented since the Company incurred net losses in those periods.

The provisions for (benefits from) income taxes differ from the amounts determined by applying the U.S. Federal income tax rate of 21% and 35% to pretax income (loss) as follows:

	Three Months March 31,
	2019			2018
Expected income tax (benefit) at 21%	$	(246,228	)	$	85,587
Non-deductible stock-based compensation		173,921			90,449
Non-deductible amortization of debt discounts		-			5,977
Non-deductible expense from derivative liability		-			(225,898	)
Increase in deferred income tax assets valuation allowance		72,307			43,885
Provision for (benefit from) income taxes	$	-		$	-

Deferred income tax assets consist of:

	March 31,			December 31,
	2019			2018
Net operating loss carryforward		1,716,900			1,644,593
Valuation allowance		(1,716,900	)		(1,644,593	)
Net	$	-		$	-

Based on management’s present assessment, the Company has not yet determined it to be more likely than not that a deferred income tax asset of $1,716,900 attributable to the future utilization of the $5,131,252 net operating loss carryforward as of December 31, 2018 will be realized. Accordingly, the Company has maintained a 100% allowance against the deferred income tax asset in the financial statements at March 31, 2019. The Company will continue to review this valuation allowance and make adjustments as appropriate. The net operating loss carryforward expires in years 2025, 2026, 2027, 2028, 2029, 2030, 2031, 2032, 2033, 2034, 2035, 2036, 2037, 2038 and 2039 in the amount of $1,369, $518,390, $594,905, $686,775, $159,141, $151,874, $135,096, $166,911, $311,890, $25,511, $338,345, $386,297, $496,798, $713,162 and $344,318, respectively.

Current tax laws limit the amount of loss available to be offset against future taxable income when a substantial change in ownership occurs. Therefore, the amount available to offset future taxable income may be limited.

The Company’s U.S. Federal and state income tax returns prior to 2014 are closed and management continually evaluates expiring statutes of limitations, audits, proposed settlements, changes in tax law and new authoritative rulings. The statute of limitations on the 2014 tax year returns expired in September 2018.

The Company recognizes interest and penalties associated with uncertain tax positions as part of the income tax provision and would include accrued interest and penalties with the related tax liability in the consolidated balance sheets. There were no interest or penalties paid during 2018 and 2017.

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Commitments and Contingencies

3 Months Ended

Mar. 31, 2019

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

NOTE 14 – Commitments and Contingencies

Employment Agreements

On October 3, 2017, the Company executed an Executive Employment Agreement with Marco Alfonsi (“Alfonsi”) for Alfonsi to serve as the Company’s chief executive officer and interim chief financial officer and secretary for cash compensation of $10,000 per month. Pursuant to the agreement, the Company issued a share of CANB Series A Preferred Stock to Alfonsi on October 4, 2017 (see Note 8). Alfonsi may terminate his employment upon 30 days written notice to the Company. The Company may terminate Alfonsi’s employment upon written notice to Alfonsi by a vote of the Board of Directors. At November 12, 2018, this Agreement was terminated due to the execution of a new Employment Agreement with Marco Alfonsi for Alfonsi to serve as the Company’s chief executive officer for cash compensation of $15,000 per month. Pursuant to the agreement, three of the eight previously issued shares of CANB Series A Preferred Stock will be returned to the Company and converted into 30,000,000 common shares. On December Alfonsi may terminate his employment upon 30 days written notice to the Company. The Agreement has an initial term of four years and can be terminated upon the resignation or death of Mr. Alfonsi, and also can be terminated by the Company due to the failure or neglect of Mr. Alfonsi to perform his duties, or due to the misconduct of Mr. Alfonsi in connection with the performance.

On February 12, 2018, the Company executed an Executive Service Agreement (“Agreement”) with David Posel. The Agreement provides that Mr. Posel services as the Company’s Chief Operating Officer for a term of 4 years. The Agreement also provides for compensation to Mr. Posel of $5,000 cash per month and the issuance of 1 share of Series A Preferred Stock at the inception of the Agreement. The Agreement can be terminated upon the resignation or death of Mr. Posel, and also can be terminated by the Company due to the failure or neglect of Mr. Posel to perform his duties, or due to the misconduct of Mr. Posel in connection with the performance. On February 12, 2018, 1 share of CANB Series A Preferred Stock were issued to Mr. Posel (see Note 8). Since execution of the Posel Agreement, Mr. Posel has been re-assigned to COO for Pure Health Products, the Company’s subsidiary.

On February 16, 2018, the Company executed an Executive Service Agreement (“Agreement”) with Andrew W Holtmeyer. The Agreement provides that Mr. Holtmeyer services as the Company’s Executive Vice President Business for a term of 3 years. The Agreement also provides for compensation to Mr. Holtmeyer of $10,000 cash per month and the issuance of 3, 2 and 1 share of Series A Preferred Stock at the beginning of each year. The Agreement can be terminated upon the resignation or death of Mr. Holtmeyer, and also can be terminated by the Company due to the failure or neglect of Mr. Holtmeyer to perform his duties, or due to the misconduct of Mr. Holtmeyer in connection with the performance. At December 29, 2018, this Agreement was terminated due to the execution of a new Employment Agreement with Andrew W Holtmeyer. The Agreement provides that Mr. Holtmeyer services as the Company’s Executive Vice President Business for a term of 4 years. The Agreement also provides for compensation to Mr. Holtmeyer of $15,000 cash per month and the issuance of 245,789 shares of common stock upon signing of the agreement.

On October 15, 2018, the Company executed an Employment Agreement (“Agreement”) with Stanley L. Teeple. The Agreement provides that Mr. Teeple services as the Company’s Chief Financial Officer and Secretary for a term of 4 years. The Agreement also provides for compensation to Mr. Teeple of $15,000 cash per month and the issuance of 1 share of Series A Preferred Stock upon execution of the Agreement. The Agreement can be terminated upon the resignation or death of Mr. Teeple, and also can be terminated by the Company due to the failure or neglect of Mr. Teeple to perform his duties, or due to the misconduct of Mr. Teeple in connection with the performance.

On December 28, 2018, the Company executed an Employment Agreement (“Agreement”) with Pasquale Ferro for Mr. Ferro to serve as Pure Health Products’ president for cash compensation of $15,000 per month and the total issuance of 5 share of Series A Preferred Stock proportionately vesting at the beginning of each year for a term of 4 years. Mr. Ferro may terminate his employment upon 30 days written notice to the Company. The Agreement has an initial term of four years and can be terminated upon the resignation or death of Mr. Ferro, and also can be terminated by the Company due to the failure or neglect of Mr. Ferro to perform his duties, or due to the misconduct of Mr. Ferro in connection with the performance.

Consulting Agreements

On September 6, 2017, the Company executed a Consulting Agreement with T8 Partners LLC (“T8”) for T8 to serve as the Company’s consultant for stock compensation of a total of 10,000,000 restricted shares. Pursuant to the agreement, the Company issued 2,500,000 restricted shares of CANB common stock to T8 on September 7, 2017. Effective October 27, 2017, the Company terminated the agreement due to non-performance by T8. The Company won the arbitration proceedings against T8 and T8 has been ordered to return its shares to the Company.

On November 9, 2017, the Company executed a Consulting Agreement with Healthcare Advisory Group Company (“Healthcare”) for Healthcare to serve as the Company’s consultant for stock compensation of a total of 5,000,000 restricted shares. Pursuant to the agreement, the Company issued 2,500,000 restricted shares of CANB common stock to Healthcare on November 9, 2017. Effective March 6, 2018, the Company terminated the agreement due to non-performance by Healthcare.

Lease Agreements

On December 1, 2014, Prosperity entered into a lease agreement with KLAM, Inc. for office space in Hicksville, New York for an initial term of one year commencing December 1, 2014. The lease provides for monthly rentals of $2,500 and provides Prosperity an option to renew the lease after the initial term. The Company has continued to occupy this space after November 30, 2015 under a month to month arrangement at $2,500 per month. KLAM, Inc. is controlled by the wife of the Company’s chief executive officer Marco Alfonsi.

On September 11, 2015, the Company executed a lease agreement with an unrelated third party for office space in Hicksville, New York for a term of 37 months. The lease provides for monthly rentals of $2,922 for lease year 1, $3,009 for lease year 2, and $3,100 for lease year 3. The lease also provides for additional rent based on increases in base year operating expenses and real estate taxes. On August 6, 2018, the Company renewed the lease agreement for a term of 36 months starting November 1, 2018. The lease provides for monthly rentals of $3,193 for lease year 1, $3,289 for lease year 2, and $3,388 for lease year 3.

Rent expense for the year ended December 31, 2018 and 2017 was $67,165 and $65,060, respectively.

At March 31, 2019, the future minimum lease payments under non-cancellable operating leases were:

Year ended December 31, 2019		28,932
Year ended December 31, 2020		39,666
Year ended December 31, 2021		33,880
Total	$	102,478

The lease liability of $90,591 at March 31, 2019 as presented in the Consolidated Balance Sheet represents the discounted (at our 10% estimated incremental borrowing rate) value of the future lease payments of 102,478 at March 31, 2019.

Major Customers

For the three months ended March 31, 2019, there were no customers that accounted for more than 10% of total revenues.

For the three months ended March 31, 2018, one customer accounted for approximately 13% of total revenues.

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Related Party Transactions

3 Months Ended

Mar. 31, 2019

Related Party Transactions [Abstract]

Related Party Transactions

NOTE 15 – Related Party Transactions

ProAdvanced Group, Inc. (“PAG”), an entity controlled by the Company’s chief executive officer, is a customer of CANB. At March 31, 2019, CANB had an account receivable from PAG of $7,240. For the three months ended March 31, 2019, CANB had revenues from PAG of $0.

Island Stock Transfer (“IST”), an entity controlled by Carl Dilley, a former Company director, is both a customer and vendor of CANB. At March 31, 2019, CANB had an account receivable from IST of $7,932. For the three months ended March 31, 2019, CANB had revenues from IST of $0.

Stock Market Manager, Inc. is also an entity controlled by Mr. Dilley. For the three months ended March 31, 2019, CANB had an account payable to Stock Market Manager Inc. of $1,676.

During the three months ended March 31, 2019, we had products and service sales to related parties totaling $0.

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Subsequent Events

3 Months Ended

Mar. 31, 2019

Subsequent Events [Abstract]

Subsequent Events

NOTE 16 – Subsequent Events

From April 29, 2019 to May 1, 2019, the Company issued aggregately 4,504,950 shares of CANB common stock to RedDiamond in exchange for the retirement of 35,000 shares of CANB Series B Preferred Stock.

In accordance with FASB ASC 855, Subsequent Events, the Company has evaluated subsequent events through May 17, 2019, the date on which these consolidated financial statements were available to be issued. Except as disclosed above, there were no material subsequent events that required recognition or additional disclosure in these consolidated financial statements.

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Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2019

Accounting Policies [Abstract]

Principles of Consolidation

(a) Principles of Consolidation

The consolidated financial statements include the accounts of CANB and its wholly owned subsidiaries, Pure Health products, Duramed, and Prosperity. All intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

(b) Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

Fair Value of Financial Instruments

(c) Fair Value of Financial Instruments

The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, notes receivable, notes and loans payable, accounts payable, and accrued expenses payable. Except for the noncurrent note receivable, the fair value of these financial instruments approximate their carrying amounts reported in the balance sheets due to the short term maturity of these instruments. Based on comparable instruments with similar terms, the fair value of the noncurrent note receivable approximates its carrying value.

Pursuant to ASC 820, Fair Value Measurements and Disclosures, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

Level 1 - applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2 - applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3 - applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

Cash and Cash Equivalents

(d) Cash and Cash Equivalents

The Company considers all liquid investments purchased with a maturity of three months or less to be cash equivalents.

Inventory

(e) Inventory

All inventories are finished goods and stated at the lower of cost or net realizable value. Cost is principally determined using the first-in, first-out (FIFO) method.

Property and Equipment, Net

(f) Property and Equipment, Net

Property and equipment, net, is stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the respective assets. Maintenance and repairs are charged to operations as incurred.

Intangible Assets, Net

(g) Intangible Assets, Net

Intangible assets, net, are stated at cost less accumulated amortization. Amortization is calculated using the straight-line method over the estimated economic lives of the respective assets.

Goodwill and Intangible Assets With Indefinite Lives

(h) Goodwill and Intangible Assets with Indefinite Lives

The Company does not amortize goodwill and intangible assets with indefinite useful lives, but instead tests for impairment at least annually. When conducting the annual impairment test for goodwill, the Company compares the estimated fair value of a reporting unit containing goodwill to its carrying value. If the estimated fair value of the reporting unit is determined to be less than its carrying value, goodwill is reduced, and an impairment loss is recorded.

Long-lived Assets

(i) Long-lived Assets

The Company reviews long-lived assets held and used, intangible assets with finite useful lives and assets held for sale for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If an evaluation of recoverability is required, the estimated undiscounted future cash flows associated with the asset is compared to the asset’s carrying amount to determine if a write-down is required. If the undiscounted cash flows are less than the carrying amount, an impairment loss is recorded to the extent that the carrying amount exceeds the fair value.

Revenue Recognition

(j) Revenue Recognition

The Company recognizes revenue in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, which requires that five basic steps be followed to recognize revenue: (1) a legally enforceable contract that meets criterial standards as to composition and substance is identified; (2) performance obligations relating to provision of goods or services to the customer are identified; (3) the transaction price, with consideration given to any variable, noncash, or other relevant consideration, is determined; (4) the transaction price is allocated to the performance obligations; and (5) revenue is recognized when control of goods or services is transferred to the customer with consideration given, whether that control happens over time or not. Determination of criteria (3) and (4) are based on our management’s judgments regarding the fixed nature of the selling prices of the products and services delivered and the collectability of those amounts.

Private Label Customers, Global CBD, LLC and TZ Wholesale, are wholesale distributors of the Company’s product, under their own wholesale private label brand. The products are made to Company specifications, and shipped directly to the wholesaler. The pricing is predicated upon a volume discount negotiated at the time of the placement of the orders. Product is produced and labeled in the Washington manufacturing facility and shipped directly to the Private Label customer who re-distributes to their retail and other customers. The products are fully paid when shipped.

Revenue from product sales is recognized when an order has been obtained, the price is fixed and determinable, the product is shipped, title has transferred, and collectability is reasonably assured.

The Company’s Duramed Division provides a sam® Pro 2.0 medical device to patients through a doctor program whereby the physician evaluates the patients needs for medical necessity, and if determined that the device use would be beneficial, writes a prescription for the patient who signs a rental form, for a 35 day cycle for the unit, that is submitted to Duramed who bills the appropriate insurance company. The insurance company pays the invoice, or a negotiated amount via arbitration, and that revenue is reported as revenue when invoiced to the insurance carrier. The collected amount is reconciled with the invoice amount on a daily basis.

Cost of Product Sales

(k) Cost of Product Sales

The cost of product sale is the total cost incurred to obtain a sale and the cost of the goods sold, and the Company’s policy is to recognize it in the same manner as, and in conjunction with, revenue recognition. Cost of product sale primarily consisted of the costs directly attributable to revenue recognized and includes expenses related to the production, packaging and labeling of our CBD products.

Stock-Based Compensation

(l) Stock-Based Compensation

Stock-based compensation is accounted for at fair value in accordance with Accounting Standards Codification (“ASC”) Topic 718, “Compensation – Stock Compensation” (“ASC718”) and ASC 505-50, “Equity – Based Payments to Non-Employees.”

In addition to requiring supplemental disclosures, ASC 718 addresses the accounting for share-based payment transactions in which a company receives goods or services in exchange for (a) equity instruments of the company or (b) liabilities that are based on the fair value of the company’s equity instruments or that may be settled by the issuance of such equity instruments. ASC 718 focuses primarily on accounting for transactions in which a company obtains employee services in share-based payment transactions.

In accordance with ASC 505-50, the Company determines the fair value of the stock based payment as either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. If the fair value of the equity instruments issued is used, it is measured using the stock price and other measurement assumptions as of the earlier of either (1) the date at which a commitment for performance by the counterparty to earn the equity instrument is reached, or (2) the date at which the counterparty’s performance is complete.

Options and warrants

The fair value of stock options and warrants is estimated on the measurement date using the Black-Scholes model with the following assumptions, which are determined at the beginning of each year and utilized in all calculations for that year:

Risk-Free Interest Rate.

We utilized the U.S. Treasury yield curve in effect at the time of grant with a term consistent with the expected term of our awards.

Expected Volatility.

We calculate the expected volatility based on a volatility index of peer companies as we did not have sufficient historical market information to estimate the volatility of our own stock.

Dividend Yield.

We have not declared a dividend on its common stock since its inception and have no intentions of declaring a dividend in the foreseeable future and therefore used a dividend yield of zero.

Expected Term.

The expected term of options granted represents the period of time that options are expected to be outstanding. We estimated the expected term of stock options by using the simplified method. For warrants, the expected term represents the actual term of the warrant.

Forfeitures.

Estimates of option forfeitures are based on our experience. We will adjust our estimate of forfeitures over the requisite service period based on the extent to which actual forfeitures differ, or are expected to differ, from such estimates. Changes in estimated forfeitures will be recognized through a cumulative catch-up adjustment in the period of change and will also impact the amount of compensation expense to be recognized in future periods.

Advertising

(m) Advertising

Advertising costs are expensed as incurred and amounted to $26,388 and $22,333 for the period ended March 31, 2019 and 2018, respectively.

Research and Development

(n) Research and Development

Research and development costs are expensed as incurred. In the period ended March 31, 2019 and 2018, the Company spent $17,500 and $2,500 in research and development which was expenses as spent, respectively.

Income Taxes

(o) Income Taxes

Income taxes are accounted for under the assets and liability method. Current income taxes are provided in accordance with the laws of the respective taxing authorities. Deferred income taxes are provided for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is not more likely than not that some portion or all of the deferred tax assets will be realized.

The Company has adopted the provisions required by the Income Taxes topic of the FASB Accounting Standards Codification. The Codification Topic requires the recognition of potential liabilities as a result of management’s acceptance of potentially uncertain positions for income tax treatment on a “more-likely-than-not” probability of an assessment upon examination by a respective taxing authority. The Company believes that it has not taken any uncertain tax positions and thus has not recorded any liability.

Net Income (Loss) Per Common Share

(p) Net Income (Loss) per Common Share

Basic net income (loss) per common share is computed on the basis of the weighted average number of common shares outstanding during the period.

Diluted net income (loss) per common share is computed on the basis of the weighted average number of common shares and dilutive securities (such as stock options and convertible securities) outstanding. Dilutive securities having an anti-dilutive effect on diluted net income (loss) per share are excluded from the calculation. For the periods presented, the diluted net loss per share calculation excluded the effect of Series B preferred stocks and stock options outstanding (see Notes 7, 8 and 10).

Recent Accounting Pronouncements

(q) Recent Accounting Pronouncements

In May 2014, the FASB issued ASU 2014-09 “Revenue from Contracts with Customers” (Topic 606) which establishes revenue recognition standards. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2017. The impact of ASU 2014-09 on the Company’s financial statements has not been significant.

In 2016, the FASB issued ASU 2016-2 (Topic 842) which establishes a new lease accounting model for lessees. Under the new guidance, lessees will be required to recognize right of use assets and liabilities for most leases having terms of 12 months or more. Effective January 1, 2019, we adopted this new accounting guidance using the effective date transition method, which permits entities to apply the new lease standards using a modified retrospective transition approach at the date of adoption. As such, historical periods will continue to be measured and presented under the previous guidance while current and future periods subject to this new accounting guidance. Upon adoption we recorded a $100,681 right-of-use asset related to our one operating lease (see Note 13) and a $90,591 lease liability.

Reclassifications

(r) Reclassifications

Certain amounts in the prior year consolidated financial statements have been reclassified to conform to the current year presentation. These reclassification adjustments had no effect on the Company’s previously reported net income.

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Acquisition of Pure Health Products, LLC (Tables)

3 Months Ended

Mar. 31, 2019

Business Combinations [Abstract]

Schedule of Estimated Fair Values of Identifiable Net Assets

The estimated fair values of the identifiable net assets of Pure Health at December 28, 2018 (effective date of acquisition) consisted of:

Cash and cash equivalents	$	404
Accounts receivable from CANB		16,676
Inventory		79,652
Property and equipment, net		7,559
Security deposit		2,100
Total assets		106,391
Accounts payable, including $34,419 due to CANB		49,825
Total liabilities		49,825
Identifiable net assets	$	56,566

Schedule of Pro Forma Information Summarizes the Results of Operations

The following pro forma information summarizes the results of operations for the periods indicated as if the acquisition occurred at December 31, 2017. The pro forma information is not necessarily indicative of the results that would have been reported had the transaction actually occurred on December 31, 2017, nor is it intended to project results of operations for any future period.

	Three Months Ended
	March 31,
	2019			2018
Product sales	$	515,360		$	67,207
Cost of product sales		262,553			42,607
Gross profit on product sales		252,807			24,600
Service revenue		1,800			6,800
Total gross profit		254,607			31,400
Operating expenses		1,426,675			673,665
Loss from operations		(1,172,068	)		(642,265	)
Other income (loss) - net		(446	)		1,042,249
Net income (loss)	$	(1,172,514	)	$	399,984
Net income (loss) per common share- basic and diluted	$	(0.00	)	$	0.00
Weighted average common shares outstanding –
Basic		501,585,684			229,607,879
Diluted		732,708,830			365,602,196

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Inventories (Tables)

3 Months Ended

Mar. 31, 2019

Inventory Disclosure [Abstract]

Schedule of Inventories

Inventories consist of:

	March 31, 2019		December 31, 2018
Raw materials	$	72,148	$	79,652
Finished goods		4,962		7,452
Total	$	77,110	$	87,104

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Notes Receivable (Tables)

3 Months Ended

Mar. 31, 2019

Receivables [Abstract]

Schedule of Notes Receivable

Notes receivable consist of:

	March 31, 2019		December 31, 2018
Note receivable dated November 30, 2015 from Stock Market Manager, Inc, interest at 3% per annum due November 30, 2020	$	19,389	$	19,389
Total		19,389		19,389
Current portion of notes receivable		-		-
Noncurrent portion of notes receivable	$	19,389	$	19,389

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Property and Equipment, Net (Tables)

3 Months Ended

Mar. 31, 2019

Property, Plant and Equipment [Abstract]

Summary of Property, Plant and Equipment

Property and Equipment, net, consist of:

	March 31, 2019			December 31, 2018
Furniture & Fixtures	$	19,018		$	19,018
Office Equipment		12,378			20,992
Manufacturing Equipment		746,710			46,384
Total		778,106			86,394
Accumulated amortization		(34,738	)		(26,775	)
Net	$	743,368		$	59,619

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Intangible Assets, Net (Tables)

3 Months Ended

Mar. 31, 2019

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Intangible Assets and Goodwill

Intangible assets, net, consist of:

	March 31, 2019			December 31, 2018
Video conferencing software acquired by Prosperity in December 2009	$	30,000		$	30,000
Enterprise and audit software acquired by Prosperity in April 2008		20,000			20,000
Patent costs incurred by WRAP		6,880			6,880
CBD Technology		198,655			-
Other		3,548			3,548
Total		259,083			60,428
Accumulated amortization and Impairment		(60,428	)		(60,428	)
Net	$	198,655		$	0

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Notes and Loans Payable (Tables)

3 Months Ended

Mar. 31, 2019

Debt Disclosure [Abstract]

Schedule of Notes and Loans Payable

Notes and loans payable consist of:

	March 31, 2019		December 31, 2018
Note payable to brother of Marco Alfonsi, Chief Executive Officer of the Company, interest at 10% per annum, due August 22, 2016 (now past due)		5,000		5,000
Note payable to Carl Dilley, a director of the Company, interest at 12.99% per annum, due February 1, 2021		10,899		10,899
Loan payable to Mckenzie Webster Limited (“MWL”), an entity controlled by the former Chairman of the Board of Directors of the Company, non-interest bearing, due on demand		3,000		3,000
Total	$	18,899	$	18,899

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Stock Options and Warrants (Tables)

3 Months Ended

Mar. 31, 2019

Share-based Payment Arrangement [Abstract]

Summary of Stock Options and Warrants Activity

A summary of stock options and warrants activity follows:

	Shares of Common Stock Exercisable Into
	Stock
	Options		Warrants			Total
Balance, December 31, 2017		50,000		247,500			297,500
Granted in 2018		6,000,000		2,850,000			8,850,000
Cancelled in 2018		-		-			-
Exercised in 2018		-		(850,000	)		(850,000	)
Balance, December 31, 2018		6,050,000		2,247,500			8,297,500
Granted in Q1 2019		-		-			-
Cancelled in Q1 2019		-		-			-
Exercised in Q1 2019		-		-			-
Balance, March 31, 2019		6,050,000		2,247,500			8,297,500

Schedule of Issued and Outstanding Stock Options

Issued and outstanding stock options as of March 31, 2019 consist of:

Year	Number Outstanding		Exercise		Year of
Granted	And Exercisable		Price		Expiration
2009		50,000	$	1.000		2019
2018		6,000,000	$	0.001		2023
Total		3,050,000

Schedule of Issued and Outstanding Warrants

Issued and outstanding warrants as of March 31, 2019 consist of:

Year	Number Outstanding		Exercise			Year of
Granted	And Exercisable		Price			Expiration
2010		247,500	$	1.00			2020
2018		2,000,000	$	0.04345	(a)		2023
Total		2,247,500

(a) 110% of the closing price of the Company’s common stock on the date that the Holder funds the full purchase price of the Note.

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Income Taxes (Tables)

3 Months Ended

Mar. 31, 2019

Income Tax Disclosure [Abstract]

Schedule of Provisions for (Benefits from) Income Taxes

The provisions for (benefits from) income taxes differ from the amounts determined by applying the U.S. Federal income tax rate of 21% and 35% to pretax income (loss) as follows:

	Three Months March 31,
	2019			2018
Expected income tax (benefit) at 21%	$	(246,228	)	$	85,587
Non-deductible stock-based compensation		173,921			90,449
Non-deductible amortization of debt discounts		-			5,977
Non-deductible expense from derivative liability		-			(225,898	)
Increase in deferred income tax assets valuation allowance		72,307			43,885
Provision for (benefit from) income taxes	$	-		$	-

Schedule of Deferred Income Tax Assets

Deferred income tax assets consist of:

	March 31,			December 31,
	2019			2018
Net operating loss carryforward		1,716,900			1,644,593
Valuation allowance		(1,716,900	)		(1,644,593	)
Net	$	-		$	-

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Commitments and Contingencies (Tables)

3 Months Ended

Mar. 31, 2019

Commitments and Contingencies Disclosure [Abstract]

Schedule of Future Minimum Lease Payments Under Non-cancellable Operating Leases

At March 31, 2019, the future minimum lease payments under non-cancellable operating leases were:

Year ended December 31, 2019		28,932
Year ended December 31, 2020		39,666
Year ended December 31, 2021		33,880
Total	$	102,478

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Organization and Description of Business (Details Narrative)		3 Months Ended
	Dec. 27, 2010	Mar. 31, 2019	Dec. 28, 2018	Jan. 05, 2015
State of incorporated		Florida
Entity date of incorporation		Oct. 11, 2005
Stockholders' equity, stock split	10 for 1 forward stock split
Stockholders' equity, reverse stock split	1 for 10 reverse stock split
Prosperity Systems, Inc [Member]
Business acquisition, percentage				100.00%
Pure Health Products, LLC [Member]
Business acquisition, percentage			100.00%

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Going Concern Uncertainty (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018	Dec. 31, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Cash and cash equivalents	$ 567,291	$ 54,117	$ 807,747	$ 1,652
Working capital	1,067,641
Net income loss	$ (1,172,514)	$ 407,558

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Summary of Significant Accounting Policies (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Jan. 02, 2019	Dec. 31, 2018
Accounting Policies [Abstract]
Advertising expense	$ 26,388	$ 22,333
Research and development cost	17,500	$ 2,500
Operating lease, right-of-use asset	90,591		$ 100,681
Lease liability	$ 90,591		$ 90,591

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Acquisition of Pure Health Products, LLC (Details Narrative) - USD ($)	Dec. 28, 2018	Mar. 31, 2019	Dec. 31, 2018
Business Acquisition [Line Items]
Goodwill		$ 55,849	$ 55,849
Pure Health Products, LLC [Member]
Business Acquisition [Line Items]
Business acquisition, percentage	100.00%
Cancellation of note receivable, value	$ 75,000
Cancellation of accrued interest, value	$ 10,827
Stock issued during period shares acquisitions, shares	3,096,827
Stock issued, share price	$ 0.0578
Stock issued during period shares acquisitions, value	$ 178,997
Goodwill	55,849
Identifiable net assets	56,566
Cancellation of note receivable and accrued interest	85,827
Pure Health Products, LLC [Member] | StockHolders [Member]
Business Acquisition [Line Items]
Common stock issued during period, value	$ 112,415
Common stock issued during period, shares	3,096,827

XML

Acquisition of Pure Health Products, LLC - Schedule of Estimated Fair Values of Identifiable Net Assets (Details) - Pure Health Products, LLC [Member]	Dec. 28, 2018 USD ($)
Cash and cash equivalents	$ 404
Accounts receivable from CANB	16,676
Inventory	79,652
Property and equipment, net	7,559
Security deposit	2,100
Total assets	106,391
Accounts payable, including $34,419 due to CANB	49,825
Total liabilities	49,825
Identifiable net assets	$ 56,566

XML

Acquisition of Pure Health Products, LLC - Schedule of Estimated Fair Values of Identifiable Net Assets (Details) (Parenthetical)	Dec. 28, 2018 USD ($)
Pure Health Products, LLC [Member]
Due to CANB	$ 34,419

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Acquisition of Pure Health Products, LLC - Schedule of Pro Forma Information Summarizes the Results of Operations (Details) - USD ($)	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Business Combinations [Abstract]
Product sales	$ 515,360	$ 67,207
Cost of product sales	262,553	42,607
Gross profit on product sales	252,807	24,600
Service revenue	1,800	6,800
Total gross profit	254,607	31,400
Operating expenses	1,426,675	673,665
Loss from operations	(1,172,068)	(642,265)
Other income (loss) - net	(446)	1,042,249
Net income (loss)	$ (1,172,514)	$ 399,984
Net income (loss) per common share- basic and diluted	$ 0.00	$ 0.00
Weighted average common shares outstanding - Basic	501,585,684	229,607,879
Weighted average common shares outstanding - Diluted	732,708,830	365,602,196

XML

Inventories - Schedule of Inventories (Details) - USD ($)	Mar. 31, 2019	Dec. 31, 2018
Inventory Disclosure [Abstract]
Raw materials	$ 72,148	$ 79,652
Finished goods	4,962	7,452
Total	$ 77,110	$ 87,104

XML

Notes Receivable (Details Narrative) - Stock Market Manager, Inc.	12 Months Ended
	Dec. 31, 2018 USD ($)
Cash received for services	$ 19,611
Cancellation of note receivable	$ 19,611

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Notes Receivable - Schedule of Notes Receivable (Details) - USD ($)	Mar. 31, 2019	Dec. 31, 2018
Note receivable, Total	$ 19,389	$ 19,389
Current portion of notes receivable
Noncurrent portion of notes receivable	19,389	19,389
Stock Market Manager, Inc. [Member]
Note receivable, Total	$ 19,389	$ 19,389

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Notes Receivable - Schedule of Notes Receivable (Details) (Parenthetical) - Stock Market Manager, Inc. [Member]	3 Months Ended	12 Months Ended
	Mar. 31, 2019	Dec. 31, 2018
Notes receivable due date	Nov. 30, 2020	Nov. 30, 2020
Note receivable interest rate	3.00%	3.00%

XML

Property and Equipment, Net - Summary of Property, Plant and Equipment (Details) - USD ($)	Mar. 31, 2019	Dec. 31, 2018
Property, Plant and Equipment [Abstract]
Furniture & Fixtures	$ 19,018	$ 19,018
Office Equipment	12,378	20,992
Manufacturing Equipment	746,710	46,384
Total	778,106	86,394
Accumulated amortization	(34,738)	(20,248)
Net	$ 743,368	$ 59,619

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Intangible Assets, Net (Details Narrative) - USD ($)			3 Months Ended
	Feb. 20, 2019	Jan. 14, 2019	Mar. 31, 2019	Mar. 31, 2018
Cash payments			$ 50,000
Intangible assets, net			$ 0
License and Acquisition Agreement [Member] | Hudilab, Inc. [Member]
Shares issued to acquire assets		7,500,000
Shares issued to acquire assets, value		$ 131,625
Asset Purchase Agreement [Member] | Seven Chakras, LLC [Member]
Shares issued to acquire assets	1,000,000
Shares issued to acquire assets, value	$ 17,030
Cash payments	$ 50,000

XML

Intangible Assets, Net - Schedule of Intangible Assets and Goodwill (Details) - USD ($)	Mar. 31, 2019	Dec. 31, 2018
Patent costs incurred by WRAP	$ 6,880	$ 6,880
CBD Technology	198,655
Other	3,548	3,548
Total	259,083	60,428
Accumulated amortization and Impairment	(2,194)	0
Net	196,461
Video Conferencing Software Acquired by Prosperity in December 2009 [Member]
Software acquired	30,000	30,000
Enterprise and Audit Software Acquired by Prosperity in April 2008 [Member]
Software acquired	$ 20,000	$ 20,000

XML

Notes and Loans Payable - Schedule of Notes and Loans Payable (Details) - USD ($)	Mar. 31, 2019	Dec. 31, 2018
Notes and loans payable	$ 17,370	$ 19,205
Notes Payable One [Member]
Notes and loans payable	5,000	5,000
Notes Payable Two [Member]
Notes and loans payable	10,899	10,899
Loan Payable [Member]
Notes and loans payable	$ 3,000	$ 3,000

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Notes and Loans Payable - Schedule of Notes and Loans Payable (Details) (Parenthetical)	3 Months Ended	12 Months Ended
	Mar. 31, 2019	Dec. 31, 2018
Notes Payable One [Member]
Debt instrument, interest rate	10.00%	10.00%
Debt instrument, maturity date	Aug. 22, 2016	Aug. 22, 2016
Notes Payable Two [Member]
Debt instrument, interest rate	12.99%	12.99%
Debt instrument, maturity date	Feb. 01, 2021	Feb. 01, 2021

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Preferred Stock (Details Narrative) - USD ($)													1 Months Ended	3 Months Ended
	Jan. 28, 2019	Dec. 29, 2018	Nov. 14, 2018	Oct. 23, 2018	Sep. 19, 2018	Sep. 14, 2018	Aug. 28, 2018	May 14, 2018	Mar. 20, 2018	Feb. 16, 2018	Feb. 12, 2018	Jan. 22, 2018	Mar. 12, 2019	Mar. 31, 2019	Mar. 27, 2019	Sep. 30, 2018	Mar. 31, 2018	Dec. 28, 2018	Nov. 07, 2018	Sep. 26, 2018	Jun. 25, 2018	Jun. 19, 2018	May 03, 2018	Apr. 25, 2018	Apr. 13, 2018
Proceeds from issuance of preferred stock																	$ 249,000
Consultant [Member] | Common Stock [Member]
Shares issued during the period															41,431,994
Stock issued during period, shares, issued for services	10,000,000
RedDiamond Partners LLC [Member] | Common Stock [Member]
Number of convertible shares																			13,094,733	53,839,743
Shares issued during the period													20,221,436
RedDiamond Partners LLC [Member] | Securities Purchase Agreement [Member] | Common Stock [Member]
Number of convertible shares																					2,363,636	3,545,455	1,287,129	1,287,129	1,287,129
Marco [Member] | Common Stock [Member]
Number of convertible shares																		30,000,000
Series A Preferred Stock [Member]
Number of convertible shares														10,000,000
Common stock, voting rights														Each share of Series A Preferred Stock is convertible into 10,000,000 shares of CANB common stock and is entitled to 20,000,000 votes.
Number of voting rights per share														20,000,000
Series A Preferred Stock [Member] | Andrew Holtmeyer [Member]
Shares issued during the period		2
Series A Preferred Stock [Member] | Three Officers [Member]
Shares issued during the period		8
Amortized vesting period		4 years
Shares issued during the period, value		$ 4,624,000
Series A Preferred Stock [Member] | Stanley L.Teeple [Member]
Shares issued during the period		1
Series A Preferred Stock [Member] | Pasquale Ferro [Member]
Shares issued during the period		5
Series A Preferred Stock [Member] | Consultant [Member]
Stock issued in exchange for retirement of shares	1
Series A Preferred Stock [Member] | Service Agreement [Member] | David Posel [Member]
Shares issued during the period											1
Proceeds from issuance of preferred stock											$ 373,000
Amortized vesting period											4 years
Series A Preferred Stock [Member] | Service Agreement [Member] | Andrew Holtmeyer [Member]
Shares issued during the period										3
Proceeds from issuance of preferred stock										$ 1,020,000
Amortized vesting period										1 year
Series A Preferred Stock [Member] | Consulting Agreements [Member]
Shares issued during the period								1
Shares issued during the period, value																$ 150,000
Series A Preferred Stock [Member] | Marco [Member]
Number of convertible shares																		3
Series B Preferred Stock [Member]
Dividend, description														Each share of Series B Preferred Stock has the first preference to dividends, distributions and payments upon liquidation, dissolution and winding-up of the Company, and is entitled to an accrued cumulative but not compounding dividend at the rate of 5% per annum whether or not declared. After six months of the issuance date, such share and any accrued but unpaid dividends can be converted into common stock at the conversion price which is the lower of (i) $0.0101; or (ii) the lower of the dollar volume weighted average price of CANB common stock on the trading day prior to the conversion day or the dollar volume weighted average price of CANB common stock on the conversion day. The shares of Series B Preferred Stock have no voting rights.
Preferred stock, dividend rate, percentage														5.00%
Preferred stock, voting rights														The shares of Series B Preferred Stock have no voting rights.
Series B Preferred Stock [Member] | RedDiamond Partners LLC [Member]
Number of convertible shares																			101,736	263,263
Shares issued during the period			52,500	200,000
Proceeds from issuance of preferred stock			$ 49,875	$ 190,000
Shares issued, price per share			$ 0.95	$ 0.95
Stock issued in exchange for retirement of shares													157,105
Series B Preferred Stock [Member] | RedDiamond Partners LLC [Member] | Securities Purchase Agreement [Member]
Number of convertible shares																					10,000	10,000	10,000	10,000	10,000
Shares issued during the period					105,263	105,263	36,842		87,368	87,368		87,368
Proceeds from issuance of preferred stock					$ 100,000	$ 100,000	$ 35,000		$ 83,000	$ 83,000		$ 83,000
Shares issued, price per share									$ 0.95	$ 0.95		$ 0.95

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Common Stock (Details Narrative) - USD ($)																																										1 Months Ended		2 Months Ended				3 Months Ended						4 Months Ended	12 Months Ended
	Feb. 20, 2019	Feb. 05, 2019	Jan. 28, 2019	Jan. 14, 2019	Dec. 29, 2018	Dec. 28, 2018	Dec. 21, 2018	Dec. 19, 2018	Dec. 11, 2018	Sep. 25, 2018	Sep. 21, 2018	Sep. 20, 2018	Sep. 18, 2018	Sep. 17, 2018	Sep. 10, 2018	Sep. 08, 2018	Sep. 07, 2018	Sep. 06, 2018	Aug. 28, 2018	Aug. 21, 2018	Jul. 31, 2018	Jun. 25, 2018	Jun. 22, 2018	Jun. 19, 2018	Jun. 18, 2018	Jun. 11, 2018	Jun. 04, 2018	May 31, 2018	May 29, 2018	May 09, 2018	May 03, 2018	Apr. 25, 2018	Apr. 13, 2018	Mar. 20, 2018	Mar. 01, 2018	Feb. 26, 2018	Feb. 19, 2018	Feb. 14, 2018	Feb. 13, 2018	Feb. 09, 2018	Feb. 07, 2018	Dec. 28, 2018	Nov. 07, 2018	Mar. 27, 2019	Mar. 17, 2019	Dec. 28, 2018	Sep. 26, 2018	Mar. 31, 2019	Mar. 27, 2019	Dec. 31, 2018	Sep. 30, 2018	Jun. 30, 2018	Mar. 31, 2018	Dec. 31, 2018	Dec. 31, 2018
Fair value of common stock charged to fees of related period																																																$ 37,836					$ 13,383
Proceeds from issuance of common stock																																																$ 1,196,100
Common stock, shares issued for cashless exercise of stock options																																																							850,000
Fair value of common stock charged to stock-based compensation																																																$ 828,196					$ 430,708
TZ Wholesale LLC [Member]
Stock issued during period, shares, issued for services		2,000,000
Common Stock [Member] | Pure Health Products, LLC [Member]
Stock issued during period, shares, issued for services						3,096,827
Consultant [Member] | Common Stock [Member]
Stock issued during period, shares, issued for services			10,000,000
Stock issued during the period																																																	41,431,994
Multiple Investors [Member] | Common Stock [Member]
Stock issued during period, shares, issued for services																																													24,600,000
New Employment Agreement [Member] | Andrew W Holtmeyer [Member] | Common Stock [Member]
Stock issued during period, shares, issued for services					245,789
Fair value of common stock charged to stock-based compensation																																																						$ 10,371
New Employment Agreement [Member] | Marco [Member] | Common Stock [Member]
Stock issued during period, shares, issued for services					30,000,000
Stock Purchase Agreement [Member] | Multiple Investors [Member]
Stock issued during the period, value																																																	$ 1,196,100
Employee Agreement [Member] | Employees and Officers [Member] | Common Stock [Member]
Stock issued during period, shares, issued for services																																												1,167,959
Series A Preferred Stock [Member] | New Employment Agreement [Member] | Marco [Member]
Shares returned to the Company					3
Consultant [Member]
Stock issued during period, shares, issued for services										2,000,000	250,000		250,000	250,000	500,000	250,000			2,000,000		250,000		250,000		250,000		250,000	250,000	250,000	125,000				250,000	250,000	250,000	150,000	250,000	150,000		250,000
Consultant [Member] | February 7, 2018 [Member]
Stock issued during period, shares, issued for services																																																					250,000
Fair value of common stock charged to fees of related period																																																					$ 9,825
Consultant [Member] | February 13, 2018 [Member]
Stock issued during period, shares, issued for services																																																					150,000
Fair value of common stock charged to fees of related period																																																					$ 5,085
Consultant [Member] | February 14, 2018 [Member]
Stock issued during period, shares, issued for services																																																					250,000
Fair value of common stock charged to fees of related period																																																					$ 8,500
Consultant [Member] | February 19, 2018 [Member]
Stock issued during period, shares, issued for services																																																					150,000
Fair value of common stock charged to fees of related period																																																					$ 5,280
Consultant [Member] | February 26, 2018 [Member]
Stock issued during period, shares, issued for services																																																					250,000
Fair value of common stock charged to fees of related period																																																					$ 11,375
Consultant [Member] | March 1, 2018 [Member]
Stock issued during period, shares, issued for services																																																					250,000
Fair value of common stock charged to fees of related period																																																					$ 10,900
Consultant [Member] | March 20, 2018 [Member]
Stock issued during period, shares, issued for services																																																					250,000
Fair value of common stock charged to fees of related period																																																					$ 6,500
Consultant [Member] | May 9, 2018 [Member]
Stock issued during period, shares, issued for services																																																				125,000
Fair value of common stock charged to fees of related period																																																				$ 1,812
Consultant [Member] | May 29, 2018 [Member]
Stock issued during period, shares, issued for services																																																				250,000
Fair value of common stock charged to fees of related period																																																				$ 5,000
Consultant [Member] | May 31, 2018 [Member]
Stock issued during period, shares, issued for services																																																				250,000
Fair value of common stock charged to fees of related period																																																				$ 4,600
Consultant [Member] | June 4, 2018 [Member]
Stock issued during period, shares, issued for services																																																				250,000
Fair value of common stock charged to fees of related period																																																				$ 5,750
Consultant [Member] | June 11, 2018 [Member]
Fair value of common stock charged to fees of related period																																																				15,000
Accrued interest payable																																																				$ 4,246
Consultant [Member] | June 18, 2018 [Member]
Stock issued during period, shares, issued for services																																																				250,000
Fair value of common stock charged to fees of related period																																																				$ 6,250
Consultant [Member] | June 22, 2018 [Member]
Stock issued during period, shares, issued for services																																																				250,000
Fair value of common stock charged to fees of related period																																																				$ 8,250
Consultant [Member] | July 31, 2018 [Member]
Stock issued during period, shares, issued for services																																																			250,000
Fair value of common stock charged to fees of related period																																																			$ 3,225
Consultant [Member] | August 28, 2018 [Member]
Stock issued during period, shares, issued for services																																																			2,000,000
Fair value of common stock charged to fees of related period																																																			$ 159,600
Consultant [Member] | September 8, 2018 [Member]
Stock issued during period, shares, issued for services																																																			250,000
Fair value of common stock charged to fees of related period																																																			$ 11,500
Consultant [Member] | September 10, 2018 [Member]
Stock issued during period, shares, issued for services																																																			500,000
Fair value of common stock charged to fees of related period																																																			$ 19,950
Consultant [Member] | September 17, 2018 [Member]
Stock issued during period, shares, issued for services																																																			250,000
Fair value of common stock charged to fees of related period																																																			$ 10,750
Consultant [Member] | September 18, 2018 [Member]
Stock issued during period, shares, issued for services																																																			250,000
Fair value of common stock charged to fees of related period																																																			$ 13,725
Consultant [Member] | September 21, 2018 [Member]
Stock issued during period, shares, issued for services																																																			250,000
Fair value of common stock charged to fees of related period																																																			$ 14,500
Consultant [Member] | September 25, 2018 [Member]
Stock issued during period, shares, issued for services																																																			2,000,000
Fair value of common stock charged to fees of related period																																																			$ 97,400
Director One [Member]
Stock issued during period, shares, issued for services																																								3,000,000
Director One [Member] | February 9, 2018 [Member]
Stock issued during period, shares, issued for services																																								3,000,000
Fair value of common stock charged to fees of related period																																								$ 101,400
Director Two [Member]
Stock issued during period, shares, issued for services																																								3,000,000
Director Two [Member] | February 9, 2018 [Member]
Stock issued during period, shares, issued for services																																								3,000,000
Fair value of common stock charged to fees of related period																																								$ 101,400
RedDiamond [Member]
Stock issued during the period									891,089													2,363,636		3,545,455							1,287,129	1,287,129	1,287,129										13,094,733				53,839,743
Dividend Payable									$ 9,000
RedDiamond [Member] | Series B Preferred Stock [Member]
Stock retired during period, shares																						10,000		15,000							10,000	10,000	10,000										101,736				263,263
Lender [Member]
Stock issued during period, shares, issued for services																										2,749,429
Accrued interest payable							$ 10,221											$ 7,867		$ 7,266
Common stock, shares issued in satisfaction of notes payable							9,372,100											8,430,331		9,544,292
Notes payable							$ 83,500											$ 38,500		$ 50,000
Consultant One [Member]
Stock issued during period, shares, issued for services																		300,000
Consultant One [Member] | September 6, 2018 [Member]
Stock issued during period, shares, issued for services																																																			300,000
Fair value of common stock charged to fees of related period																																																			$ 16,500
Consultant Two [Member]
Stock issued during period, shares, issued for services																		500,000
Consultant Two [Member] | September 6, 2018 [Member]
Stock issued during period, shares, issued for services																																																			500,000
Fair value of common stock charged to fees of related period																																																			$ 27,500
Lender One [Member]
Accrued interest payable																	$ 3,169
Common stock, shares issued in satisfaction of notes payable																	5,121,694
Notes payable																	$ 25,000
Lender Two [Member]
Accrued interest payable																	$ 10,274
Common stock, shares issued in satisfaction of notes payable																	10,045,667
Notes payable																	$ 50,000
Investor [Member]
Stock issued during the period												7,407,407
Proceeds from issuance of common stock												$ 200,000
Common stock price per share												$ 0.027
Multiple Consultants [Member]
Stock issued during period, shares, issued for services																																														2,125,000				2,125,000
Fair value of common stock charged to fees of related period																																																		$ 80,665
Three Board Members [Member]
Stock issued during period, shares, issued for services																																										1,500,000								1,500,000
Fair value of common stock charged to fees of related period																																																		$ 62,342
Multiple Investors [Member]
Stock issued during the period																																										22,413,794
Proceeds from issuance of common stock																																										$ 650,000
Auctus, LLC [Member]
Common stock, shares issued for cashless exercise of stock options								891,089
Four Officers [Member]
Stock issued during period, shares, issued for services							4,370,629
Accrued compensation							$ 192,300
Hudilab, Inc. [Member] | License and Acquisition Agreement [Member]
Shares issued to acquire assets				7,500,000
Seven Chakras, LLC [Member] | Asset Purchase Agreement [Member]
Shares issued to acquire assets	1,000,000

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Stock Options and Warrants (Details Narrative) - USD ($)			3 Months Ended
	Oct. 21, 2018	Jun. 11, 2018	Dec. 31, 2018	Jun. 30, 2018
Stock options, fair value			$ 118,200	$ 84,000
Stock options, share price			$ 0.0395	$ 0.028
Stock options, expected term			5 years	5 years
Stock options, expected volatility rate			221.96%	262.00%
stock options, risk-free interest rate			3.05%	2.80%
Carl Dilley [Member]
Granted options		3,000,000
Stock issued in exchange for retirement of shares		3,000,000
Options exercisable for purchase of share		1
Exercise price		$ 0.001
Expiration date		Jun. 11, 2023
Stanley L.Teeple [Member]
Granted options	3,000,000
Exercise price	$ 0.001
Expiration date	Oct. 01, 2023

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Stock Options and Warrants - Summary of Stock Options and Warrants Activity (Details) - shares	3 Months Ended	12 Months Ended
	Mar. 31, 2019	Dec. 31, 2018
Beginning balance	8,297,500	297,500
Granted		8,850,000
Cancelled
Exercised		(850,000)
Ending balance	8,297,500	8,297,500
Warrant [Member]
Beginning balance	2,247,500	247,500
Granted		2,850,000
Cancelled
Exercised		(850,000)
Ending balance	2,247,500	2,247,500
Stock Option [Member]
Beginning balance	6,050,000	50,000
Granted		6,000,000
Cancelled
Exercised
Ending balance	6,050,000	6,050,000

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Stock Options and Warrants - Schedule of Issued and Outstanding Stock Options (Details)	3 Months Ended
	Mar. 31, 2019 $ / shares shares
Number of Options Outstanding and Exercisable, Number	3,050,000
Stock Option 2009 [Member]
Number of Options Outstanding and Exercisable, Number	50,000
Number of Options Outstanding and Exercisable, Weighted Average Exercise Price | $ / shares	$ 1.000
Number of Options Outstanding and Exercisable, Expiration year	2019
Stock Option 2018 [Member]
Number of Options Outstanding and Exercisable, Number	6,000,000
Number of Options Outstanding and Exercisable, Weighted Average Exercise Price | $ / shares	$ 0.001
Number of Options Outstanding and Exercisable, Expiration year	2023

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Stock Options and Warrants - Schedule of Issued and Outstanding Warrants (Details)	3 Months Ended
	Mar. 31, 2019 $ / shares shares
Number of Warrants Outstanding and Exercisable, Number	3,050,000
Warrant [Member]
Number of Warrants Outstanding and Exercisable, Number	2,247,500
2010 Warrant [Member]
Number of Warrants Outstanding and Exercisable, Number	247,500
Number of Warrants Outstanding and Exercisable, Weighted Average Exercise Price | $ / shares	$ 1.00
Number of Warrants Outstanding and Exercisable, Expiration year	2020
2018 Warrant [Member]
Number of Warrants Outstanding and Exercisable, Number	2,000,000
Number of Warrants Outstanding and Exercisable, Weighted Average Exercise Price | $ / shares	$ 0.04345	[1]
Number of Warrants Outstanding and Exercisable, Expiration year	2023

[1] 110% of the closing price of the Company's common stock on the date that the Holder funds the full purchase price of the Note.

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Stock Options and Warrants - Schedule of Issued and Outstanding Warrants (Details) (Parenthetical)	3 Months Ended
	Mar. 31, 2019
2018 Warrant [Member]
Percentage of closing price of common stock funding purchase price	110.00%

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Income Taxes (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018
Income Tax Disclosure [Abstract]
Provision for income taxes
Federal income tax rate	21.00%
Deferred income tax asset
Deferred income tax asset, valuation allowance	$ 1,716,900		1,644,593
Operating loss carryforwards			$ 5,131,252
Effective income tax rate reconciliation, change in deferred tax assets valuation allowance, percent	100.00%
Operating loss carryforwards, 2025	$ 1,369
Operating loss carryforwards, 2026	518,390
Operating loss carryforwards, 2027	594,905
Operating loss carryforwards, 2028	686,775
Operating loss carryforwards, 2029	159,141
Operating loss carryforwards, 2030	151,874
Operating loss carryforwards, 2031	135,096
Operating loss carryforwards, 2032	166,911
Operating loss carryforwards, 2033	311,890
Operating loss carryforwards, 2034	25,511
Operating loss carryforwards, 2035	338,345
Operating loss carryforwards, 2036	386,297
Operating loss carryforwards, 2037	496,798
Operating loss carryforwards, 2038	713,162
Operating loss carryforwards, 2039	344,318
Income tax examination, penalties and interest expense

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Income Taxes - Schedule of Provisions for (Benefits from) Income Taxes (Details) - USD ($)	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Income Tax Disclosure [Abstract]
Expected income tax (benefit) at 21%	$ (246,228)	$ 85,587
Non-deductible stock-based compensation	173,921	90,449
Non-deductible amortization of debt discounts		5,977
Non-deductible expense from derivative liability		(225,898)
Increase in deferred income tax assets valuation allowance	72,307	43,885
Provision for (benefit from) income taxes

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Income Taxes - Schedule of Provisions for (Benefits from) Income Taxes (Details) (Parenthetical)	3 Months Ended
	Mar. 31, 2019
Income Tax Disclosure [Abstract]
Federal income tax rate	21.00%

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Income Taxes - Schedule of Deferred Income Tax Assets (Details) - USD ($)	Mar. 31, 2019	Dec. 31, 2018
Income Tax Disclosure [Abstract]
Net operating loss carryforward	$ 1,716,900	$ 1,644,593
Valuation Allowance	(1,716,900)	(1,644,593)
Net

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Commitments and Contingencies (Details Narrative) - USD ($)											3 Months Ended		4 Months Ended	12 Months Ended
	Dec. 29, 2018	Dec. 28, 2018	Nov. 12, 2018	Oct. 15, 2018	Feb. 16, 2018	Feb. 12, 2018	Nov. 09, 2017	Oct. 03, 2017	Sep. 06, 2017	Dec. 01, 2014	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018	Dec. 31, 2018	Dec. 31, 2017	Jan. 02, 2019	Aug. 06, 2018	Sep. 11, 2015
Employee cash compensation per month											$ 445,550	$ 262,800
Stock-based compensation											828,196	430,708
Rent expense											11,860	$ 16,265		$ 67,165	$ 65,060
Monthly rentals for lease year 2											39,666
Monthly rentals for lease year 3											33,880
Lease liability											$ 90,591					$ 90,591
Estimated incremental borrowing rate											10.00%
Future lease payments											$ 102,478
Sales Revenue, Net [Member] | One Customer [Member]
Concentration risk percentage												13.00%
Executive Employment Agreement [Member] | Marco [Member]
Employee cash compensation per month								$ 10,000
New Employment Agreement [Member] | Marco [Member]
Employee cash compensation per month			$ 15,000
New Employment Agreement [Member] | Marco [Member] | Common Stock [Member]
Number of shares issued as a result of conversion			30,000,000
Stock issued during period, shares, issued for services	30,000,000
New Employment Agreement [Member] | Marco [Member] | Series A Preferred Stock [Member]
Shares returned to the company	3
New Employment Agreement [Member] | Andrew W Holtmeyer [Member]
Employee cash compensation per month	$ 15,000
Employment term	4 years
New Employment Agreement [Member] | Andrew W Holtmeyer [Member] | Common Stock [Member]
Stock issued during period, shares, issued for services	245,789
Stock-based compensation													$ 10,371
Executive Service Agreement [Member] | David Posel [Member]
Employee cash compensation per month						$ 5,000
Employment term						4 years
Executive Service Agreement [Member] | David Posel [Member] | Series A Preferred Stock [Member]
Stock issued during period, shares, issued for services						1
Executive Service Agreement [Member] | Andrew W Holtmeyer [Member]
Employee cash compensation per month					$ 10,000
Employment term					3 years
Executive Service Agreement [Member] | Andrew W Holtmeyer [Member] | Series A Preferred Stock [Member]
Issuance of shares, description					3, 2 and 1 share of Series A Preferred Stock at the beginning of each year
Employment Agreement [Member] | Stanley L. Teeple [Member]
Employee cash compensation per month				$ 15,000
Employment term				4 years
Employment Agreement [Member] | Stanley L. Teeple [Member] | Series A Preferred Stock [Member]
Stock issued during period, shares, issued for services				1
Employment Agreement [Member] | Pasquale Ferro [Member]
Employee cash compensation per month		$ 15,000
Vesting term		4 years
Employment Agreement [Member] | Pasquale Ferro [Member] | Series A Preferred Stock [Member]
Stock issued during period, shares, issued for services		5
Consulting Agreement [Member] | T8 Partners LLC [Member] | Restricted Stock [Member]
Stock-based compensation									$ 10,000,000
Consulting Agreement [Member] | Healthcare Advisory Group [Member] | Restricted Stock [Member]
Stock-based compensation							$ 5,000,000
Consulting Agreement [Member] | Common Stock [Member] | T8 Partners LLC [Member] | Restricted Stock [Member]
Stock issued during period, shares, issued for services									2,500,000
Consulting Agreement [Member] | Common Stock [Member] | Healthcare Advisory Group [Member] | Restricted Stock [Member]
Stock issued during period, shares, issued for services							2,500,000
Lease Agreement [Member] | KLAM, Inc [Member]
Initial term of lease										1 year
Rent expense										$ 2,500
Lease Agreement [Member] | Unrelated Third Party [Member]
Initial term of lease																		37 months
Monthly rentals for lease year 1																		$ 2,922
Monthly rentals for lease year 2																		3,009
Monthly rentals for lease year 3																		$ 3,100
Renewed Lease Agreement [Member] | Unrelated Third Party [Member]
Monthly rentals for lease year 1																	$ 3,193
Monthly rentals for lease year 2																	3,289
Monthly rentals for lease year 3																	$ 3,388
Renewal term of lease																	36 months

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Commitments and Contingencies - Schedule of Future Minimum Lease Payments Under Non-cancellable Operating Leases (Details)	Mar. 31, 2019 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Year ended December 31, 2019	$ 28,932
Year ended December 31, 2020	39,666
Year ended December 31, 2021	33,880
Total	$ 102,478

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Related Party Transactions (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Revenues	$ 517,160	$ 69,769
Products sales to related parties	0
ProAdvanced Group, Inc. [Member]
Accounts receivable	7,240
Revenues	0
Island Stock Transfer [Member]
Accounts receivable	7,932
Revenues	0
Stock Market Manager, Inc.
Accounts payable	$ 1,676

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Subsequent Events (Details Narrative) - Subsequent Event [Member] - RedDiamond Partners LLC [Member]	May 01, 2019 shares
Shares issued during the period	4,504,950
Series B Preferred Stock [Member]
Stock issued in exchange for retirement of shares	35,000