10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

For the quarterly period ended September 30, 2018

OR

☐          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 000-53601

TRUE NATURE HOLDING, INC.

(Exact name of registrant as specified in its charter)

Delaware	87-0496850
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)
1355 Peachtree Street, Suite 1150 Atlanta, Georgia	30309
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (844) 383-8689

Indicate by check mark whether the registrant (1) 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  ☑   No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes  ☑   No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer,  a 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	☐	(Do not check if a smaller reporting company)	Smaller reporting company	☑
Emerging growth 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  ☐   No  ☑

As of November 12, 2018, 29,697,996 shares of the registrant’s common stock, $0.01 par value, were outstanding. 

Table of Contents

PART I – FINANCIAL INFORMATION
ITEM 1.	CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.	1
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.	17
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.	21
ITEM 4.	CONTROLS AND PROCEDURES.	21
PART II – OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS.	22
ITEM 1A.	RISK FACTORS.	23
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.	23
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES.	23
ITEM 4.	MINE SAFETY DISCLOSURES.	23
ITEM 5.	OTHER INFORMATION.	23
ITEM 6.	EXHIBITS.	23
SIGNATURES		24

PART I – FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.

TRUE NATURE HOLDING, INC.

Condensed Consolidated Balance Sheets

	September 30,			December 31,
	2018			2017
ASSETS	(unaudited)
Current assets
Cash and cash equivalents	$	9,110		$	-
Prepaid expenses		19,000			-
Total current assets		28,110			-
Total Assets	$	28,110		$	-
LIABILITIES AND (DEFICIENCY IN) STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable		848,853			766,356
Accrued liabilities		92,349			147,894
Due to related parties		8,503			91,066
Accrued interest		67,889			50,665
Deferred revenue		1,000			-
Note payable		30,000			-
Convertible notes payable, net of discount of $7,471 and $0		161,529			60,000
Convertible note payable, in default		196,270			196,270
Note payable - related party		75,000			75,000
Total current liabilities		1,481,393			1,387,251
Commitments and contingencies		-			-
Stockholders' equity (deficit)
Preferred stock, $0.01 par value, 10,000,000 shares authorized, no shares issued or outstanding as of September 30, 2018 and December 31, 2017		-			-
Common stock, $0.01 par value, 500,000,000 shares authorized, 28,997,996 and 18,930,874 shares issued and outstanding as of September 30, 2018 and December 31, 2017		289,980			189,309
Additional paid-in capital		5,449,689			4,659,713
Stock payable		50,036			39,886
Accumulated deficit		(7,242,988	)		(6,276,159	)
Total (deficiency in) stockholders' equity		(1,453,283	)		(1,387,251	)
Total liabilities and stockholders' equity	$	28,110		$	-

The accompanying notes are an integral part of the Condensed Consolidated Financial Statements

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TRUE NATURE HOLDING, INC.

Unaudited Condensed Consolidated Statements of Operations

	For the Three Months Ended			For the Three Months Ended			For the Nine Months Ended			For the Nine Months Ended
	September 30,			September 30,			September 30,			September 30,
	2018			2017			2018			2017
Revenue	$	-		$	-		$	-		$	-
Operating expenses:
General and administrative		565,259			121,589			894,564			564,086
Total operating expenses		565,259			121,589			894,564			564,086
Net Operating Loss		(565,259	)		(121,589	)		(894,564	)		(564,086	)
Other income (expense):
Interest expense		(22,739	)		(10,434	)		(39,405	)		(20,256	)
Gain (loss) on conversion of accounts payable		3,240			4,110			(32,860	)		4,110
Total other expense		(19,499	)		(6,324	)		(72,265	)		(16,146	)
Loss before provision for income taxes		(584,758	)		(127,913	)		(966,829	)		(580,232	)
Provision for income taxes		-			-			-			-
Net loss	$	(584,758	)	$	(127,913	)	$	(966,829	)	$	(580,232	)
Net loss per share – basic and diluted	$	(0.02	)	$	(0.01	)	$	(0.04	)	$	(0.03	)
Weighted average shares outstanding – basic and diluted		25,094,466			17,640,776			23,228,812			18,025,704

The accompanying notes are an integral part of the Condensed Consolidated Financial Statements

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TRUE NATURE HOLDING, INC.

Unaudited Condensed Consolidated Statement of Cash Flows

	For the Nine			For the Nine
	Months Ended			Months Ended
	September 30,			September 30,
	2018			2017
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(966,829	)	$	(580,232	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock issued for extension of note payable					5,523
Amortization of discount on notes payable		1,529			-
Imputed interest		6,750			-
Stock based compensation		359,280			235,034
(Gain) loss on conversion of accrued expenses		32,860			(4,110	)
Changes in assets and liabilities:
Prepaid expenses		11,000			1,875
Accounts payable		361,917			218,389
Accrued liabilities		67,348			38,406
Deferred revenue		1,000			-
Due to related parties		(24,563	)		23,437
Accrued interest		17,224			14,733
Net cash used in operating activities		(132,484	)		(46,945	)
CASH FLOWS FROM FINANCING ACTIVITIES
Advances from related parties		66,594			-
Proceeds from notes payable, net of payments to vendors		75,000			-
Sale of common stock, net of issuance costs		-			47,000
Net cash provided by financing activities		141,594			47,000
Net increase in cash and cash equivalents		9,110			55
Cash and cash equivalents at beginning of period		-			-
Cash and cash equivalents at end of period	$	9,110		$	55
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid	$	-		$	-
Income taxes paid	$	-		$	-
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Common stock issued for satisfaction of payables	$	501,907		$	39,860
Consulting fees prepaid with note payable and stock	$	30,000		$	-
Stock committed to be issued for conversion of accounts payable	$	-		$	76,986
Par value of shares returned for cancellation	$	-		$	21,500
Stock issued for cash received in prior period	$	-		$	500
Note payable issued to related party for accounts payable to related party	$	-		$	75,000
Convertible debt issued for settlement of accounts payable	$	25,000		$	-

The accompanying notes are an integral part of the Condensed Consolidated Financial Statements

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TRUE NATURE HOLDING, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Note 1 – Description of Business

True Nature Holding, Inc. (the “Company”), previously known as Trunity Holdings, Inc., became a publicly-traded company through a reverse merger with Brain Tree International, Inc., a Utah corporation (“BTI”). BTI was incorporated on July 26, 1983 to specialize in the development of high technology products or applications including, but not limited to, electronics, computerized technology, new technological product fields, and precious metals. Trunity Holdings, Inc. was the parent company of the prior educational business, named Trunity, Inc., which was formed on July 28, 2009 through the acquisition of certain intellectual property by its three founders.

True Nature Holding, Inc. is a corporation organized under the laws of the state of Delaware with principal offices located in Atlanta, Georgia. On January 16, 2016, the Company changed the equity structure that included a reverse split of one for 101, such that all holders of 101 shares of common stock issued and outstanding prior to the effective date of the reverse split would own 1 share of common stock upon the effect date of the reverse split. In addition, the Company amended its Articles of Incorporation  (i) to increase its authorized capital stock to 510,000,000 shares which consists of 500,000,000 shares of common stock, par value $0.01 per share, and 10,000,000 shares of preferred stock, par value $0.01 per share and (ii) to change its name from Trunity Holdings, Inc. to True Nature Holding, Inc. (there was no change in the stock symbol “TNTY”).

Note 2 – Summary of Significant Accounting Policies

Basis of Accounting – The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with the instructions to interim financial reporting as prescribed by the Securities and Exchange Commission (the “SEC”). The results for the interim periods are not necessarily indicative of results for the entire year. These interim financial statements do not include all disclosures required by U.S. generally accepted accounting principles (“GAAP”), and should be read in conjunction with the consolidated financial statements and notes thereto filed with the SEC in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017. In the opinion of management, the unaudited Condensed Consolidated Financial Statements contained in this report include all known accruals and adjustments necessary for a fair presentation of the financial position, results of operations, and cash flows for the periods reported herein. Any such adjustments are of a normal recurring nature.

Use of Estimates - The preparation of these financial statements requires our management to make estimates and assumptions about future events that affect the amounts reported in the financial statements and related notes. Future events and their effects cannot be determined with absolute certainty. Therefore, the determination of estimates requires the exercise of judgment.

Comprehensive Loss – Comprehensive income (loss) as defined includes all changes in equity during a period from non-owner sources. Items included in the Company’s comprehensive loss consist of unrealized gains (losses) on securities.

Cash -All highly liquid investments with a maturity date of three months or less at the date of purchase are cash equivalents.

Revenue Recognition-The restructured entity of True Nature Holding, Inc. which is focused on acquiring a series of businesses which specialize in compounding pharmacy activities, has recognized no revenues during the three and nine months ended September 30, 2018 and September 30, 2017. In fiscal 2018, the Company will recognize revenues if all of the following criteria have been met: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured.

We generate revenue from licensing and other software services from our web-based software to individuals and retailers of services to the pet care industry. We recognize licensing fees and other software services as revenue over the period of the contract at the time that the computer software is delivered and accepted by the customer, the selling price is fixed, and collection is reasonably assured, provided no significant obligations remain. We consider authoritative guidance on multiple deliverables in determining whether each deliverable represents a separate unit of accounting.

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Deferred revenues represent billings or cash received in excess of revenue recognizable on service agreements that are not accounted for as revenues.

Stock-Based Compensation-We recognize the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. Share-based compensation cost for stock options are estimated at the grant date based on each option’s fair-value as calculated by the Black-Scholes-Merton (“BSM”) option-pricing model. Share-based compensation arrangements may include stock options, restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans. Such compensation amounts, if any, are amortized over the respective vesting periods of the option grant.

Equity instruments issued to those other than employees are recorded on the basis of the fair value of the instruments. In general, the measurement date is when either a (a) performance commitment, as defined, is reached or (b) the earlier of (i) the non-employee performance is complete or (ii) the instruments are vested. The measured value related to the instruments is recognized over a period based on the facts and circumstances of each particular grant.

Convertible Instruments-The Company reviews the terms of convertible debt and equity instruments to determine whether there are conversion features or embedded derivative instruments including embedded conversion options that are required to be bifurcated and accounted for separately as a derivative financial instrument. In circumstances where the convertible instrument contains more than one embedded derivative instrument, including conversion options that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single compound instrument. Also, in connection with the sale of convertible debt and equity instruments, the Company may issue free standing warrants that may, depending on their terms, be accounted for as derivative instrument liabilities, rather than as equity. When convertible debt or equity instruments contain embedded derivative instruments that are to be bifurcated and accounted for separately, the total proceeds allocated to the convertible host instruments are first allocated to the fair value of the bifurcated derivative instrument. The remaining proceeds, if any, are then allocated to the convertible instruments themselves, usually resulting in those instruments being recorded at a discount from their face amount. When the Company issues debt securities, which bear interest at rates that are lower than market rates, the Company recognizes a discount, which is offset against the carrying value of the debt. Such discount from the face value of the debt, together with the stated interest on the instrument, is amortized over the life of the instrument through periodic charges to income. In addition, certain conversion features are recognized as beneficial conversion features to the extent the conversion price as defined in the convertible note is less than the closing stock price on the issuance of the convertible notes.

Common Stock Purchase Warrants-The Company accounts for common stock purchase warrants in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 815, Accounting for Derivative Instruments and Hedging Activities. As is consistent with its handling of stock compensation and embedded derivative instruments, the Company’s cost for stock warrants is estimated at the grant date based on each warrant’s fair-value as calculated by the BSM option-pricing model value method for valuing the impact of the expense associated with these warrants.

Stockholders’ Equity-Shares of common stock issued for other than cash have been assigned amounts equivalent to the fair value of the service or assets received in exchange. Common stock share and per share amounts in these financial statements have been adjusted for the effects of a one for 101 reverse stock split that occurred in January 2016.

Per Share Data-Basic loss per share is computed by dividing net loss by the weighted average number of common shares outstanding for the year. Diluted loss per share is computed by dividing net loss by the weighted average number of common shares outstanding plus common stock equivalents (if dilutive) related to warrants, options and convertible instruments.

The Company has excluded all common equivalent shares outstanding for warrants, options and convertible instruments to purchase common stock from the calculation of diluted net loss per share because all such securities are antidilutive for the periods presented. As of September 30, 2018 and December 31, 2017, the Company had 142,653 warrants outstanding and 67,879 options outstanding excluded from calculation of diluted net loss.

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Income Taxes- The Company accounts for income taxes under the asset and liability method which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company’s condensed consolidated financial statements or tax returns. In estimating future tax consequences, the Company generally considers all expected future events other than possible enactments of changes in the tax laws or rates.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company has determined that a valuation allowance is needed due to recent taxable net operating losses, the sale of profitable divisions and the limited taxable income in the carry back periods. The effect on deferred tax assets and liabilities of a change in tax rates is recognized as income or expense in the period that includes the enactment date. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes and certain tax loss carryforwards, less any valuation allowance.

The Company accounts for uncertain tax positions as required in that a position taken or expected to be taken in a tax return is recognized in the condensed consolidated financial statements when it is more likely than not (i.e., a likelihood of more than fifty percent) that the position would be sustained upon examination by tax authorities. A recognized tax position is then measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. The Company does not have any material unrecognized tax benefits. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as components of interest expense and other expense, respectively, in arriving at pretax income or loss. The Company does not have any interest and penalties accrued. The Company is generally no longer subject to U.S. federal, state, and local income tax examinations for the years before 2012.

Business Combinations- The Company accounts for business combinations by recognizing the assets acquired, liabilities assumed, contractual contingencies, and contingent consideration at their fair values on the acquisition date. The purchase price allocation process requires management to make significant estimates and assumptions, especially with respect to intangible assets, estimated contingent consideration payments and pre-acquisition contingencies. Examples of critical estimates in valuing certain of the intangible assets we have acquired or may acquire in the future include but are not limited to:

● future expected cash flows from product sales, support agreements, consulting contracts, other customer contracts, and acquired developed technologies and patents; and

● discount rates utilized in valuation estimates.

Unanticipated events and circumstances may occur that may affect the accuracy or validity of such assumptions, estimates or actual results. Additionally, any change in the fair value of the acquisition-related contingent consideration subsequent to the acquisition date, including changes from events after the acquisition date, such as changes in our estimates of relevant revenue or other targets, will be recognized in earnings in the period of the estimated fair value change. A change in fair value of the acquisition-related contingent consideration or the occurrence of events that cause results to differ from our estimates or assumptions could have a material effect on the condensed consolidated financial position, statements of operations or cash flows in the period of the change in the estimate.

Impairment of Long-Lived Assets-Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed would be separately presented in the condensed consolidated balance sheet and reported at the lower of the carrying amount or fair value less costs to sell, and are no longer depreciated. The assets and liabilities of a disposal group classified as held-for-sale would be presented separately in the appropriate asset and liability sections of the condensed consolidated balance sheet, if material. No impairment losses have been realized for the periods presented.

Financial Instruments and Fair Values-The fair value of a financial instrument represents the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. Fair value estimates are made at a specific point in time, based upon relevant market information about the financial instrument. In determining fair value, we use various valuation methodologies and prioritize the use of observable inputs. We assess the inputs used to measure fair value using a three-tier hierarchy based on the extent to which inputs used in measuring fair value are observable in the market:

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Level 1 – inputs include exchange quoted prices for identical instruments and are the most observable.

Level 2 – inputs include brokered and/or quoted prices for similar assets and observable inputs such as interest rates.

Level 3 – inputs include data not observable in the market and reflect management judgment about the assumptions market participants would use in pricing the asset or liability.

The use of observable and unobservable inputs and their significant in measuring fair value are reflected in our hierarchy assessment. The carrying amount of cash, prepaid assets, accounts payable and accrued liabilities approximates fair value due to the short-term maturities of these instruments. Because cash and cash equivalents are readily liquidated, management classifies these values as Level 1. The fair value of the debentures, approximate their book value as the instruments are short-term in nature and contain market rates of interest. Because there is no ready market or observable transactions, management classifies the debentures as Level 3.

Recently Issued Accounting Standards-There are various other updates recently issued, most of which represent technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company’s condensed consolidated financial position, results of operations or cash flows.

Note 3 – Financial Condition and Going Concern

As of September 30, 2018, the Company had cash of $9,110, current liabilities of $1,481,393, and has incurred a loss from operations. True Nature Holding’s principal operation is the development and deployment of software and systems for the healthcare marketplace. The Company solutions in a) healthcare records, b) the sale of applications in the health and wellness area from 3^rd parties in addition to its own developed products. The Company is also performing consulting services to certain entities in the pharmacy, medical and veterinary services area. The Company’s activities are subject to significant risks and uncertainties, including failing to secure additional funding to execute its business plan.

As a result of these factors, there is substantial doubt about the ability of the Company to continue as a going concern. The Company’s continuance is dependent on raising capital and generating revenues sufficient to sustain operations. The Company believes that the necessary capital will be raised and has entered into discussions to do so with certain individuals and companies. However, as of the date of these condensed consolidated financial statements, no formal agreement exists.

The accompanying consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts classified as liabilities that might be necessary should the Company be forced to take any such actions. 

Note 4 – Related Party Transactions

Nine months ended September 30, 2018:

On January 29, 2018, the Company converted outstanding accounts payable due to an investor in the amount of $54,815 for 527,064 restricted shares of the Company’s common stock.  The cost to the Company for this issuance is $54,815, based on the closing price on the date of issuance.  As the conversion amount equals the share value, no gain or loss was recorded.

On January 29, 2018, the Company converted accrued officer compensation in the amount of $93,333 into 897,432 restricted shares of the Company’s common stock.  The cost to the Company for this issuance is $93,333, based on the closing price on the date of issuance.  As the conversion amount equals the share value, no gain or loss was recorded.

On April 23, 2018, the Company issued 600,000 shares of common stock with a value of $48,000 to an investor, and an additional 600,000 shares of common stock with a value of $48,000 to a not for profit entity at the request of the investor due to conversion of $96,000 of accounts payable, no gain or loss was recognized due to stock price matching the amount converted.

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On April 23, 2018, the Company issued 500,000 shares of common stock to its President, subject to certain vesting conditions:  (i) 100,000 shares vest when the President has been employed 90 days from the effective date of the employment agreement; (ii) 100,000 shares vest when the President has been employed one year from the effective date of the employment agreement; (iii) 100,000 shares vest when the President has been employed two years from the effective date of the employment agreement; (iv) 100,000 shares vest when the Company completes a capital raise of $2,000,000; (v) 100,000 shares vest when the Company reports $20,000,000 in gross revenue.  The Company valued the shares at the fair market value of $0.10 per share, or a total value of $50,000. During the three months ended June 30, 2018, the total amount of $13,740 was charged to operations pursuant to the various vesting conditions. On September 18, 2018, the Company accepted the resignation of its President, and 400,000 of these shares were forfeited. 

On June 13, 2018, the Company issued 100,000 shares of common stock with a fair value of $8,380 to its President as a bonus.  

On June 14, 2018, the Company issued 100,000 shares of common stock with a fair value of $9,000 to its chairman as a bonus.  Also, on June 14, 2018, the Company issued 100,000 shares of common stock with a fair value of $9,000 to a board member as a bonus.

On June 14, 2018, the Company issued to an investor 1,100,000 restricted shares of the Company’s common stock with a fair value of $95,700 for reimbursement of $60,000 of accrued expenses paid on behalf of the Company and for services provided.  The Company recognized a loss on conversion of $35,700 due to share price exceeding the value of the stock granted.

The Company accrued officer’s compensation during the six months ended June 30, 2018 in the amount of $50,000 and imputed interest expense of $4,500 on a note payable to a related party in the amount of $75,000 (see note 5).

On July 24, 2018, the Company issued 312,499 shares of common stock with a fair value of $25,000 to its President for salary.

On July 24, 2018, the Company issued 369,500 shares of common stock with a fair value of $29,560 to its Chief Operating Officer for accrued salary.

On August 14, 2018, the Company issued to an investor 249,902 restricted shares of the Company’s common stock with a fair value of $22,491 for reimbursement of $22,491 of accrued expenses paid on behalf of the Company and for services provided. 

On August 14, 2018, the Company issued to an investor 2,250,098 restricted shares of the Company’s common stock with a fair value of $202,509 as compensation for consulting services provided.  The Company also accrued $58,000 for additional consulting services provided by the investor.  

On September 24, 2018, the Company issued 100,000 shares of common stock with a fair value of $13,000 to each of two board members for services provided (a total of 200,000 shares of common with an aggregate fair value of $26,000).

Nine months ended September 30, 2017:

On January 24, 2017, the Board granted to a member of Board of Directors 25,000 shares of restricted common stock as consideration for services. The Member of the Board of Directors abstained from the vote as to not be voting on his own issuance. The value for the issuance was $3,500, based on the closing price on the date of the grant.

On January 25, 2017, the Board granted the newly appointed CEO and CFO 500,000 shares of restricted common shares as part of his employment compensation.  The shares are subject to reverse vesting that requires him to stay with the company for three (3) years (1/3 per year) and achieve certain management objectives to keep all of the shares.  The expense to the Company was $15,236 during the six months ended June 30, 2017.

On February 7, 2017, the Board appointed one (1) additional member to the Board of Directors. The appointed member shall receive the customary 100,000 shares of restricted common stock for their service. The cost to the Company for this issuance is $11,000, based on the closing price on the date of the grant.  The same candidate offered to buy 200,000 shares of restricted common stock at the same time. The consideration for the sale was $22,000. The transaction has no impact on earnings as the shares were priced at the same cost as the closing price on the date of the purchase.

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On February 14, 2017, the Board of Directors for True Nature Holding, Inc. authorized the issuance of restricted common stock to a shareholder for consulting services.  This calculation is based on February 14, 2017 and at the market close of $0.14 per share; hereby converting the debts which are currently owed and equates to 258,637 shares, for a total cost to the Company of $36,210, based on the closing price on the date of the grant.

On February 14, 2017, the Board of Directors for True Nature Holding, Inc. authorized the issuance of restricted common stock to convert amounts owed to a vendor. This calculation is based on February 14, 2017 and at the market close of $0.14 per share; hereby converting $20,000 of debt in outstanding legal fees and expenses which are currently owed as of January 31, 2017, to 142,857 shares, for a total cost to the Company of $20,000. As the conversion amount equals the share value, no gain or loss was recorded.

On February 14, 2017, the Board authorized the issuance of restricted shares to convert the last 3 month’s salary ($4,000 per month for a total owed of $12,000) of 2016 owed to a Director serving as its Interim President. The price per share used was the closing price of $0.14 per share which equates to 85,714 shares of TNTY. This action hereby settles all outstanding past debts owed to the Director by TNTY up to February 14, 2017. As the conversion amount equals the share value, no gain or loss was recorded.

On February 14, 2017, the Board granted the newly appointed COO 500,000 shares of restricted common shares as part of his employment compensation.  The shares are subject to reverse vesting that requires him to stay with the company for three (3) years (1/3 per year) and achieve certain management objectives in order to keep all of the shares.  The expense to the Company was $11,088.

On March 8, 2017, the Board authorized the issuance of 100,000 restricted common stock to a newly appointed member of the non-executive Advisory Board. The stock was priced at the closing price of the stock at that date which was $0.30.  The expense to the Company was $30,000.

On April 28, 2017, the Board granted the newly appointed Director of Corporate Communications 500,000 shares of restricted common shares as part of his employment compensation.  The shares are subject to reverse vesting that requires him to stay with the company for three (3) years (shares vest 1/3 per year) and achieve certain management objectives to keep all of the shares.  Subsequently, the executive resigned effective August 1, 2017 and as a result 400,000 of the 500,000 shares were cancelled.  The Company charged to operations the amount of $48,000 representing the fair value of 100,000 shares of common stock during the three months ended June 30, 2017.

On July 7, 2017, the Company accepted the resignation of its CEO, who also held the positions of interim CFO and interim Secretary. At the time of his hire, the CEO  was granted 500,000 restricted shares as part of his executive compensation plan. The shares were issued subject to reverse vesting conditions. At July 7, 2017, 100,000 shares of restricted common stock have vested and the remaining 400,000 restricted shares will be canceled. The CEO  has not been paid any cash compensation. During his tenure at the Company, he accrued $33,333 in salary, which will only be paid after the Company has sufficient financing to support its operations. Dr. Jordan Balencic, the Chairman of the Board of Directors, will assume the role of interim CEO and interim CFO until a successor is appointed.

On July 10, 2017, the Company entered into an agreement with a related party whereby the amount of $75,000 in accounts payable due to the related party for services performed was converted to a note payable.  The note payable is due 90 days from the date the Company receives funding in the amount of $1,000,000.  The note is non-interest bearing unless it is not paid when due, at which time it will accrue interest at the rate of 12% per annum.

On August 10, 2017, the Company issued 500,000 shares of restricted common stock, subject to reverse vesting conditions, to the Company’s Chief Operating Officer in conjunction with his engagement effective as of February 14, 2017.

On August 10, 2017, the Company cancelled 2,150,000 shares of common stock previously held by its former Chief Executive Officer.  The par value of these shares in the amount of $21,500 was charged to additional paid-in capital on the Company's balance sheet at September 30, 2017.

On August 7, 2017, the Company committed to issue 25,000 shares of common stock to a lender for the extension of the term of a note payable. The fair value of these shares in the amount of $3,573 was charged to interest expense during the three months ended September 30, 2017, and is reported as stock payable on the Company's balance sheet at September 30, 2017.

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On August 23, 2017, the Company committed to issue 30,000 shares of common stock to a consultant for services. The fair value of these shares in the amount of $2,700 was charged to operations during the three months ended September 30, 2017, and is reported as stock payable on the Company's balance sheet at September 30, 2017.

On September 26, 2017, the Company committed to issue 25,000 shares of common stock to a lender for the extension of the term of a note payable. The fair value of these shares in the amount of $1,950 was charged to interest expense during the three months ended September 30, 2017, and is reported as stock payable on the Company's balance sheet at September 30, 2017.

On September 26, 2017, the Company committed to issue 200,000 shares of common stock to an employee as compensation. The fair value of these shares in the amount of $15,600 was charged to operations during the three months ended September 30, 2017, and is reported as stock payable on the Company's balance sheet at September 30, 2017.

On September 26, 2017, the Company committed to convert accounts payable due to a consultant to the Company in the amount of $76,986 into  987,000 shares of common stock. The amount of $76,986 is reported as stock payable on the Company's balance sheet at September 30, 2017

On September 26, 2017, the Company committed to issue 200,000 shares of common stock to each of two board members, or an aggregate of 400,000 shares, for services performed.  The fair value of $31,200 was charged to operations during the three months ended September 30, 2017.

Note 5 – Debt

March 2016 Convertible Note A

On March 18, 2016, the Company issued a 12% Convertible Promissory Note (the “Convertible Note A”) in the principal amount of $60,000 to a lender. Upon issuance of the Convertible A Note, the lender was awarded 15,000 restricted common stock as an origination fee which includes piggy back registration rights. On September 19, 2016, the Company issued the lender an additional 15,000 restricted common stock at a price of $0.30 per share to extend the term of the loan agreement indefinitely. The cost to the Company was $4,050 in interest expense.  On August 10, 2017, the Company issued 25,000 shares of common stock with a fair value of $3,750 for accrued interest through August 1, 2017 in the amount of $7,860.  In April 2018, the Company issued 75,000 shares of common stock with a value of $7,500 as consideration for an extension of the term of the loan to July 1, 2018, and on August 13, 2018, the Company issued an additional 75,000 shares of common stock with a value of $6,750 for an extension of the term of the loan to October 31, 2018. Accrued interest at September 30, 2018 and December 31, 2017, was $16,260 and $10,860, respectively.

Pursuant to the terms of the Convertible Note A, the Company is obligated to pay monthly installments of not less than $1,000 the first of each month commencing the month following the execution of the Convertible Note A until its maturity on September 16, 2016 at which time the Company is obligated to repay the full principal amount of the Convertible Note A. The Convertible Note A is convertible by the holder at any time into shares of the Company’s common stock at price of $1.00 per share, and throughout the duration of the note, the holder has the right to participate in any financing the Company may engage in upon the same terms and conditions as all other investors. The Company allocated the face value of the Convertible Note A to the shares and the note based on relative fair values, and the amount allocated to the shares of $18,750 was recorded as a discount against the note.

The beneficial conversion feature of $9,375 was recorded as a debt discount with an offsetting entry to additional paid-in capital decreasing the note payable and increasing debt discount. The debt discount is being amortized to interest expense over the term of the debt. For the year ended December 31, 2016, debt discount amortization related to the Convertible Note A was $28,125.  There was no amortization of the discount during the nine months ended September 30, 2018.

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May 2016 Convertible Note B

On May 19, 2016, the Company issued a 10% Convertible Promissory Note (the “Convertible Note B”) in the principal amount of $100,000 to a lender. Upon issuance of the Convertible Note B, the lender was awarded 24-month warrants to purchase up to 66,666 shares of the Company’s common stock at an exercise price of $2.50 per share. The warrants were valued at $103,086 with $100,000 as a debt discount; the additional $3,086 was expensed as additional interest expense. The debt discount was fully amortized during the year ended December 31, 2016. This obligation, including all warrants, penalties and interest due was cancelled as of September 30, 2016 in consideration of the issuance of 400,000 shares of restricted common stock valued at $120,000. At the time of conversion, the principal amount of the note was approximately $100,000 and total accrued interest thereon was $3,671. Therefore, as a result of the conversion, a loss of $16,329 recognized during the year ended December 31, 2016.

August 2014 Convertible Debentures (Series C)

As part of the restructuring all debentures issued by Trunity Holdings, Inc., to fund the former, educational business were eligible to participate in a debt conversion; however, one debenture holder that was issued a Series C Convertible Debenture (the “Series C Debenture”) in August 2014 with an aggregate face value of $100,000 in exchange for the cancellation of Series B Convertible Debentures with a carrying value of $110,833 did not convert such debenture. The Series C Debenture accrues interest at an annual rate of 10%, matured November 2015, and is convertible into our common stock at a conversion rate of $20.20 per share. The holders of the Series C Debenture also received five-year warrants to acquire up to 4,950 shares post-split of common stock for an exercise price of $20.20 per share. The former educational business allocated the face value of the Series C Debenture to the warrants and the debentures based on its relative fair values, and allocated to the warrants, which was recorded as a discount against the Series C Debenture, with an offsetting entry to additional paid-in capital. The discount was fully expensed upon execution of the new debentures as debt extinguishment costs within discontinued operations. As of September 30, 2018, and December 31, 2017, the carrying value of this Series C Debenture was $110,833 and accrued interest expense of $43,816 and $35,504, respectively.  The Series C Debenture is currently in default.

November 2014 Convertible Debentures (Series D)

As part of the restructuring all debentures issued by Trunity Holdings, Inc., to fund the former, educational business were eligible to participate in a debt conversion; however, one debenture holder that was issued a Series D Convertible Debenture (the “Series D Debenture”) in November 2014 with an aggregate face value of $10,000 in exchange for the cancellation of Series B Convertible Debenture with a carrying value of $11,333 did not participate in the debt conversion restructuring. The Series D Debenture accrues interest at an annual rate of 12%, matured November 2015, and is convertible into our common stock at a conversion rate of $16.67 per share. The holders of the Series D Debenture also received five-year warrants to acquire up to 495 shares of common stock for an exercise price of $20.20 per share on a post-split basis. The former educational business allocated the face value of the Series D Debenture to the warrants and the debentures based on their relative fair values, and allocated to the warrants, which was recorded as a discount against the Series D Debenture, with an offsetting entry to additional paid-in capital. The discount was fully expensed upon execution of the new debentures as debt extinguishment costs within discontinued operations. As of September 30, 2018, and December 31, 2017, the carrying value of the Series D Debenture was $11,333 and accrued interest expense of $5,321 and $4,301, respectively.  The Series D Debenture is currently in default.

Short term loan

As a result of the acquisition of P3 Compounding of Georgia, LLC (“P3”) the Company had a short-term convertible note with a loan agency in the principal amount of $52,000 for the purchase of future sales and credit card receivables of P3. Under the terms of the receivable purchase agreement, the Company purchased an advance of $50,000 plus $2,000 for origination costs with a 10.5% daily interest rate to be repaid over 160 days at a repayment amount of $451.75 per day. As of September 30, 2018, the carrying value of this short-term loan was $74,104.  The origination fee and interest were recorded as debt discount on the date of issuance in the amount of $22,280 and $22,280 was amortized during the year ending December 31, 2016. Although the note is in default, the lender and the Company have agreed not to take any action until such time as repayment can be arranged.

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July 2017 Note

On July 10, 2017, the Company negotiated the reclassification of $75,000 in accounts payable to a loan payable (the “July 2017 Note”).  The July 2017 Note is due no later than 90 days after the receipt of a minimum of $1,000,000 of funding. The July 2017 Note bears no interest; however, if it is not paid by the due date, interest will accrue at the rate of 12% per year. During the three months ended September 30, 2018 the Company imputed interest in the amount of $2,250 on the July 2017 Note.

July 2018 RU Promissory Note

On July 26, 2018, the Company entered into an agreement with Resources Unlimited NW LLC (“RU”) pursuant to which RU provides business development services to the Company for a period of six months. As compensation for these services, the Company issued RU 250,000 shares of common stock with a fair value of $20,000 and a six month note payable in the amount of $30,000 ( the “RU Note”). The RU Note bears interest at the rate of 12% per year; principal and interest are due on January 26, 2019. During the three months ended September 30, 2018, the Company accrued interest in the amount of $661 on the RU Note.

Power Up Note 1

On July 5, 2018, the Company entered into a Securities Purchase Agreement with Power Up Lending Group Ltd. (“Power Up”) pursuant to which Power Up agreed to purchase a convertible promissory note (the “Power Up Note 1”) in the aggregate principal amount of $38,000. The Power Up Note entitles the holder to 12% interest per annum and matures on April 15, 2019.  Under the Power Up Note 1, Power Up may convert all or a portion of the outstanding principal of the Power Up Note 1 into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Power Up Note 1, at a price equal to 61% of the average of the lowest two trading prices during the 15 trading day period ending on the last complete trading date prior to the date of conversion, provided, however, that Power Up may not convert the Power Up Note 1 to the extent that such conversion would result in beneficial ownership by Power Up and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock. If the Company prepays the Power Up Note 1 within 30 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 110%; if such prepayment is made between the 31st day and the 60th day after the issuance of the Power Up Note 1, then such redemption premium is 115%; if such prepayment is made from the sixty first 61st to the 90th day after issuance, then such redemption premium is 120%; and if such prepayment is made from the 91st to the 180th day after issuance, then such redemption premium is 125%. After the 180th day following the issuance of the Power Up Note 1, there shall be no further right of prepayment. The Company recorded an original issue discount in the amount of $3,000 in connection with the Power Up Note 1; this amount was credited to paid-in capital and $873 was amortized to interest expense during the three months ended September 30, 2018. The Company accrued interest in the amount of $1,087 on Power Up Note 1 during the three months ended September 30, 2018.

Power Up Note 2

On August 10, 2018, the Company entered into a Securities Purchase Agreement with Power Up pursuant to which Power Up agreed to purchase a convertible promissory note (the “Power Up Note 2”) in the aggregate principal amount of $33,000. The Power Up Note 2 entitles the holder to 12% interest per annum and matures on May 14, 2019. Under the Power Up Note 2, Power Up may convert all or a portion of the outstanding principal of the Power Up Note 2 into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Power Up Note 2, at a price equal to 61% of the average of the lowest two trading prices during the 15 trading day period ending on the last complete trading date prior to the date of conversion, provided, however, that Power Up may not convert the Power Up Note 2 to the extent that such conversion would result in beneficial ownership by Power Up and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock. If the Company prepays the Power Up Note 2 within 30 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 110%; if such prepayment is made between the 31st day and the 60th day after the issuance of the Power Up Note 2, then such redemption premium is 115%; if such prepayment is made from the sixty first 61st to the 90th day after issuance, then such redemption premium is 120%; and if such prepayment is made from the 91st to the 180th day after issuance, then such redemption premium is 125%. After the 180th day following the issuance of the Power Up Note, there shall be no further right of prepayment. The Company recorded an original issue discount in the amount of $3,000 in connection with the Power Up Note 2; this amount was credited to paid-in capital and $531 was amortized to interest expense during the three months ended September 30, 2018. The Company accrued interest in the amount of $564 on Power Up Note 2 during the three months ended September 30, 2018.

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Power Up Note 3

On September 18, 2018, the Company entered into a Securities Purchase Agreement with Power Up pursuant to which Power Up agreed to purchase a convertible promissory note (the “Power Up Note 3”) in the aggregate principal amount of $38,000. The Power Up Note 3 entitles the holder to 12% interest per annum and matures on June 30, 2019.  Under the Power Up Note 3, Power Up may convert all or a portion of the outstanding principal of the Power Up Note 3 into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Power Up Note 3, at a price equal to 61% of the average of the lowest two trading prices during the 15 trading day period ending on the last complete trading date prior to the date of conversion, provided, however, that Power Up may not convert the Power Up Note 3 to the extent that such conversion would result in beneficial ownership by Power Up and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock. If the Company prepays the Power Up Note 3 within 30 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 110%; if such prepayment is made between the 31st day and the 60th day after the issuance of the Power Up Note 3, then such redemption premium is 115%; if such prepayment is made from the sixty first 61st to the 90th day after issuance, then such redemption premium is 120%; and if such prepayment is made from the 91st to the 180th day after issuance, then such redemption premium is 125%. After the 180th day following the issuance of the Power Up Note 3, there shall be no further right of prepayment. The Company recorded an original issue discount in the amount of $3,000 in connection with the Power Up Note 3; this amount was credited to paid-in capital and $126 was amortized to interest expense during the three months ended September 30, 2018. The Company accrued interest in the amount of $150 on Power Up Note 3 during the three months ended September 30, 2018.

Note 6 – Stockholders’ Deficit

 Sale of Common Stock

During the nine months ending September 30, 2018, the Company had no sales of common stock for cash.

During the nine months ending September 30, 2017, the Company raised gross proceeds of $47,000 through the sale of 250,000 shares of common stock to a new member of the Board of Directors at a price of $0.11 per share.

Shares for Stock Based Compensation

During the nine months ending September 30, 2018, the Company issued 4,100,000 restricted shares of the Company’s common stock at valued $345,430 in exchange for services provided. The value of these shares was based on the closing market price on the respective date of grant.

During the nine months ending September 30, 2017, in connection with services rendered, the Company issued 1,173,637 restricted shares of the Company’s common stock at valued $235,034 in exchange for services conducted on behalf of the Company. The value of these shares was based on the closing market price on the respective date of grant.

Stock-based compensation expenses are included in general and administrative expenses on the condensed consolidated statements of operations.

Shares issued for convertible note payable issuance

During the nine months ending September 30, 2018, the Company issued 150,000 restricted shares of common stock valued at $13,850 for an extension of the term of a note payable.  

During the nine months ending September 30, 2017, in connection with a convertible promissory note, the Company issued 15,000 shares of the Company’s common stock with a fair value of $1,500 that was valued based on the closing market price on the date of the grant.  The Company also committed to issue an additional 50,000 shares with a value of $5,523. The shares were issued in consideration of the extension of the due date of the loan.   The Company also issued 25,000 shares of common stock with a fair value of $3,750 for the conversion of accrued interest in the amount of $7,860.  The Company recorded a gain in the amount of $4,110 on this transaction.

Shares issued for conversion of accounts payable

During the nine months ending September 30, 2018, the Company issued 5,817,122 shares valued at $534,767 to settle outstanding accounts payable. There was a loss on the transaction of $32,860 because the fair value of the issuance exceeded the fair value of the accounts payable settled.

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During the nine months ending September 30, 2017, the Company converted several accounts payable amounts to shares of common stock. The Company issued 228,571 shares of common stock valued at $32,000 to settle the outstanding accounts payable. The Company also committed to issue 987,000 shares of common stock valued at $76,986 to settle additional outstanding accounts payable.

Stock returned for cancellation

On August 10, 2017, the Company received for cancellation 2,150,000 shares held by its former Chief Executive Officer.

Note 7 – Stock Options

A summary of options issued, exercised and cancelled are as follows:

	Shares		Weighted- Average Exercise Price ($)		Weighted- Average Remaining Contractual Term		Aggregate Intrinsic Value ($)
Outstanding at December 31, 2017		67,879	$	21.40		4.67		—
Granted		—		—		—		—
Cancelled		—		—		—		—
Outstanding at September 30, 2018		67,879	$	21.40		4.67		—
Exercisable at September 30, 2018		67,879	$	21.40		4.67		—

Note 8 – Stock Warrants

Subsequent to the restructuring of the Company and the spin-out, the Company had warrants to purchase common stock outstanding that were not terminated and have continued as part of the operations as detailed below. The warrants were adjusted for a one for 101 stock split due to the spin-out and restructuring plan as authorized. All warrants outstanding as of September 30, 2018 are scheduled to expire at various dates through 2019. A summary of warrants issued, exercised and expired are as follows:

	Shares		Weighted- Average Exercise Price ($)		Weighted- Average Remaining Contractual Term
Outstanding at December 31, 2017		142,653	$	17.42		1.00
Granted		—		—		—
Expired		—		—		—
Outstanding at September 30, 2018		142,653	$	17.42		0.75
Exercisable at September 30, 2018		142,653	$	17.42		0.75

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Note 9 – Commitments and Contingencies

Legal

National Council for Science and the Environment, Inc. v. Trunity Holdings, Inc., Case No. 2015 CA 009726 B, Superior Court for the District of Columbia, Civil Division.

This action was filed on December 16, 2015 by the National Council for Science and the Environment, Inc. (“NCSE”) in the state court in the District of Columbia against Trunity Holdings, Inc. (“Trunity”) and alleges claims for breach of contract. Acknowledgement of indebtedness and settlement agreement and quantum meruit arising out of an agreement entered into between NCSE and Trunity in 2014. The complaint seeks damages in the amount of $177,270, inclusive of attorney’s fees, costs and accrued interest, continuing interest in the amount of 12% per annum and attorney’s fees and costs of collection relating to the case. The Company, in its answer dated January 27, 2016, denied the material allegations made by NCSE, asserted a number of affirmative defenses and filed a counterclaim alleging claims for fraud, negligent misrepresentation, breach of fiduciary duty, breach of contract and unjust enrichment. In its counterclaim, the Company sought actual and compensatory damages against NCSE that it believes exceed the amount sought by NCSE on its claims, pre-judgment interest, punitive damages and all costs and expenses, including attorney’s fees, incurred by the Company in bringing its claims against NCSE.

On September 23, 2016, the Company settled this obligation with an agreement to pay $48,500 to NCSE if paid by November 4, 2016, and $75,000 if paid later. The Company has not paid the amounts as of the date of this filing and has recorded the obligation at $75,000.

Carlton Fields Jorden Burt, P.A. vs. True Nature Holding, Inc., f/k/a/ Trunity Holdings, Inc.

This action was filed on May 18, 2017 by a law firm that represented the Company prior to the spin-out of the educational software business in 2016 with the intent of collection past due invoices in the aggregate amount of $241,828.  The Company believes it has strong defenses against any such action and anticipates a settlement upon completion of certain funding activities. The Company has recorded a liability in the amount of $241,828 on its balance sheet at June 30, 2018.

230 Commerce Way, LLC vs. Trunity, Inc.

A former landlord of the Company has filed an action in New Hampshire to collect on rent from a list that existed prior to 2013. In January 2018 this action was settled by the spin out, Trunity, Inc. for a cash payment of $65,000.

Trunity, Inc.

The spin-out that now owns the former educational software business has been informed that they owe the Company from the obligations of the NCSE settlement, and the costs of the legal action. We intend to take all actions available to us to collect on these amounts.

Randstad General Partner (US) LLC D/B/A Tatum, a Randstad Company, vs. True Nature Holding, Inc.

A former service provider of the Company has filed an action in Georgia to collect the amount of $44,365 for services provided to the Company. On October 18, 2018, the Superior Court of Fulton County, State of George issued an Order & Final Judgment against the Company in the amount of $44,365 plus an additional $11,001 of accrued interest. The Company has accrued the amount of $54,366 on its balance sheet at September 30. 2018 in connection with this claim.

Note 10 – Subsequent Events

Effective October 15, 2018, the Company appointed Mr. James Crone to the positions of President, Interim Chief Financial Officer, Secretary, and a member of the Board of Directors. Mr. Crone was issued 600,000 shares of common stock, subject to certain vesting requirements. As of the date hereof, the Board of Directors consisted of Mr. Louis DeLuca and Mr. James Crone.

On October 3, 2018, the Company issued 100,000 shares of common stock as compensation to a member of its advisory board.

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

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited consolidated financial statements and the related notes thereto contained in Part I, Item 1 of this Quarterly Report on Form 10-Q (this “Quarterly Report”). Our condensed consolidated financial statements have been prepared and, unless otherwise stated, the information derived therefrom as presented in this discussion and analysis is presented, in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

The information contained in this Quarterly Report is not a complete description of our business or the risks associated with an investment in our common stock. We urge you to carefully review and consider the various disclosures made by us in this Quarterly Report and in our other reports filed with the U.S. Securities and Exchange Commission (the “SEC”), including our Annual Report on Form 10-K for the fiscal year ended December 31, 2017 and subsequent reports on Form 8-K, which discuss our business in greater detail. Unless the context indicates otherwise, the “Company”, “we”, “us”, and “our” in this Item 2 and elsewhere in this Quarterly Report refer to True Nature Holdings, Inc., a Delaware corporation, and its consolidated subsidiaries.

In addition to historical information, the following discussion contains forward-looking statements regarding future events and our future performance. In some cases, you can identify forward-looking statements by terminology such as “will”, “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “forecasts”, “potential” or “continue” or the negative of these terms or other comparable terminology. All statements made in this Quarterly Report other than statements of historical fact are forward-looking statements. These forward-looking statements involve risks and uncertainties and reflect only our current views, expectations and assumptions with respect to future events and our future performance. If risks or uncertainties materialize or assumptions prove incorrect, actual results or events could differ materially from those expressed or implied by such forward-looking statements. Risks that could cause actual results to differ from those expressed or implied by the forward-looking statements we make include, among others, risks related to: our ability to successfully implement our business plan, develop and commercialize our proprietary formulations in a timely manner or at all, identify and acquire additional proprietary formulations, manage our pharmacy operations, service our debt, obtain financing necessary to operate our business, recruit and retain qualified personnel, manage any growth we may experience and successfully realize the benefits of our acquisitions and collaborative arrangements we may pursue; competition from pharmaceutical companies, outsourcing facilities and pharmacies; general economic and business conditions; regulatory and legal risks and uncertainties related to our pharmacy operations and the pharmacy and pharmaceutical business in general; physician interest in and market acceptance of our current and any future formulations and compounding pharmacies generally; our limited operating history; and the other risks and uncertainties described under the heading “Risk Factors” in Item 1A of our Annual Report on Form 10-K and any other reports we file with the SEC. You should not place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date they are made and, except as required by law, we undertake no obligation to revise or publicly update any forward-looking statement for any reason.

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Overview 

We are an early stage company whose operations have shifted away from compounding pharmacy operations and now are entirely focused generally on “telemedicine” related software and systems development, and some related consulting situations. Our current and near-term products include a) applications for business development and consulting for certain pharmacy, clinic and veterinary operations, b) software and systems design for healthcare such as “telemedicine” and blockchain encryption services, and c) plans to acquire a series of technology related businesses which specialize in products and services aimed at health care services, largely direct to consumers, doctors and veterinary professionals. During 2016 and 2017, the Company negotiated several agreements for the acquisition of compounding pharmacy operations and subsequently consummated one such acquisition. P3 Compounding Pharmacy, dba Integrity Compound (“P3”), of Dunwoody Georgia completed the transfer of its pharmacy license, and was acquired by us on June 29, 2016. Our management quickly determined that the Company’s financial needs and business plan was not in concert with the financial goals of the Company, and on September 30, 2016, the Company was deconsolidated. 

During the fourth quarter of 2016 and continuing through 2017 and early 2018 the Company refined its approach and expanded Its investment in software and system designed aimed at lower cost, more efficient healthcare deployment. We are delivering consulting and applications with the focus on Telemedicine - both for human and veterinarian care, block chain encryption application development services, Rx Processing Technology – for CRM as applied to both human Health Care and Veterinary Market. There are individuals both inside the Company, and outside as consultants, who work daily to complete these development objectives and, with our existing clients and prospects.

New Divisional Structure

During 2016, 2017 and going forward, and following the deconsolidation of P3, we have adjusted our approach to the business strategy. We decided to develop a library of applications for personal healthcare records management as well as potential software and systems to provide “telemedicine” functionality, including kiosk-oriented distribution at the retail level, and the potential of a “blockchain” service bureaus for encryption in various aspects of the health care industry. We have achieved immediate market acceptance in our software, systems and consulting services and we now believe the technology for both human and veterinary health care markets will provide the best growth opportunity going forward.

Off-Balance Sheet Arrangements

Since our inception, except for standard operating leases, we have not engaged in any off-balance sheet arrangements, including the use of structured finance, special purpose entities or variable interest entities. We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

Critical Accounting Policies

For the nine months ended September 30, 2018, there were no significant changes to our critical accounting policies and estimates from those disclosed in the section “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017.

Recently Issued and Adopted Accounting Pronouncements

See Note 2 to our consolidated financial statements included in this Quarterly Report.

Results of Operations

The following period-to-period comparisons of our financial results are not necessarily indicative of results for the current period or any future period. Our software, systems and consulting operations activities have become our primary focus, along with engagement with our new and potential user base. This change our operations will have and is expected to continue to have a significant impact on our financial results.

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For the Three Months ended September 30, 2018 and 2017

Our total operating expenses for the three months ended September 30, 2018 were $565,259.  For the comparable period in 2017, the operating expense was $121,589.  Operating expenses were comprised primarily of $76,708 in compensation expense, and $389,676 in consulting fees, and $47,268 in legal, accounting, and other professional fees.

Interest expense was $22,739 for the three months ended September 30, 2018, compared to $10,434 for the three months ended September 30, 2017. Interest expense consisted of $7,372 accrued on notes payable; $587 of interest on a credit card; $11,001 interest on an accounts payable in connection with a court settlement; and $1,529 amortization of the discount on convertible notes payable. We also recorded $2,250 of imputed interest on a note payable to a related party.

During the three months ended September 30, 2018, we recorded a gain on settlement of liabilities in the amount of $3,240 related to a settlement of accounts payable. During the comparable period of the prior year, we recorded a similar settlement in the amount of a $4,110 gain.

For the three months September 30, 2018, the Company had a net loss of $584,758.  For the comparable period in 2017, the Company had a loss of $127,913.

For the Nine Months ended September 30, 2018 and 2017

Our total operating expenses for the nine months ended September 30, 2018 were $894,564, compared to $564,086 for the comparable period of 2017.  Operating expenses were comprised primarily of consulting fees in the amount of $613,060; compensation expense in the amount of $126,708; and legal, accounting, and other professional fees in the amount of $94,696.

During the nine months ended September 30, 2018, we recorded a net loss on settlement of liabilities in the amount of $32,860 related to settlement of accounts payable. During the comparable period of the prior year, we recorded a gain in the amount of $4,110.

Interest expense was $39,405 for the nine months ended September 30, 2018, compared to $20,256 for the nine months ended September 30, 2017. Interest expense consisted of $17,194 accrued on notes payable; $2,931 of interest on a credit card; $11,001 interest on an accounts payable in connection with a court settlement; and $1,529 amortization of the discount on convertible notes payable. We also recorded $6,750 of imputed interest on a note payable to a related party.  

For the nine month period ended September 30, 2018, the Company had a net loss of $966,829.  For the comparable period in 2017, the Company had a loss of $580,232.

Liquidity and Capital Resources

We have financed our operations through the sale of equity securities. As of September 30, 2018, we had a working capital deficit of $1,453,283.  Our working capital deficit is attributable to the fact that we began implementing the Company’s business plan of acquiring pharmaceutical compounding businesses.

During the nine months ending September 30, 2018, the Company had net cash used in operating activities of $132,484.  This consisted of Company’s net loss of $966,829, offset by imputed interest expense of $6,750, stock-based compensation in the amount of $359,280, loss on conversion of accounts payable in the amount of $32,860, amortization of the discount on notes payable in the amount of $1,529, and by net change in the components of working capital in the net amount of $433,926368,443. 

The Company had cash provided by financing activities in the amount of $141,594, consisting of $75,000 from the issuance of notes payable (net of $25,000 paid directly to vendors), and $66,594 advances from related parties.

There were no investing activities during the nine months ended September 30, 2018 or 2017.

19

Plan of Operations

We are an early stage company whose operations include a) telemedicine application development and consulting, b) software and systems design for healthcare such as “telemedicine” and blockchain encryption services, and c) other consulting and implementation of our solutions largely direct to consumers, doctors and veterinary professionals.  Going into 2018 we expect our highest priority to be the continued development of technology for healthcare, including telemedicine and blockchain encryption services. With the recent addition of our new President, whose background in healthcare information technology (HIT) is extensive, we believe we will accelerate our distribution plans, especially in the veterinary field.

Recent Developments 

Appointment of a President and Interim Chief Executive Officer

As of April 1, 2018, the Company Appointed Mr. Jay Morton to the positions of President and Interim Chief Executive Officer.  On September 18, 2018, the Company accepted the resignation of Mr. Morton.  Effective October 15, 2018, the Company appointed Mr. James Crone to the positions of President, Interim Chief Financial Officer, Secretary, and a member of the Board of Directors.

Resignation of Board Member and Additional Appointments to the Board

 On July 5, 2018 the Company was notified by Jim Czirr, one of its Directors, that he was resigning from the Board of Directors. Mr. Czirr is very active in another company, Galectin Therapeutics Inc., and as a result of that commitment he stated he did not have sufficient time to meet the requirements of the Company’s Board of Directors role. There were no disagreements or conflicts between Mr. Czirr and the Company during his tenure. 

On September 30, 2018, the Company was notified by Dr. Jordan Balencic, one of its Directors, that he was resigning from the Board of Directors.  Dr. Balencic had recently received funding for a start-up with which he was involved, with a condition of the funding that Dr. Balencic focus solely on that business activity.  There were no disagreements or conflicts between Dr. Balencic and the Company during his tenure.  Effective October 15, 2018, the Company appointed Mr. James Crone to the position of President, Chief Financial Officer, Secretary, and a member of the Board of Directors, joining Mr. Louis Deluca, COO of the Company since 2017, who joined the Board of Directors in September 2018.

Acquisition of Businesses and Financing

The Company has since 2017 developed plans for software, systems and consulting aimed at business development in the healthcare field. It has also invested significant time and effort in evaluating the use of telemedicine and kiosks for the delivery of health services into rural and other underserved markets. Lastly, it has individuals working full time on the design of telemedicine applications, with initial introduction into the veterinary markets, and into the human markets using the same software currently scheduled for Q4 of 2018.

While it is busy on internal operations, it still reviews various acquisition opportunities and intends to target businesses who have a) strong regulatory compliance history, b) a record of profitable operations, c) potential developers of technology or consulting, or d) where the combination of technology and operations, facilitates cross selling of a growing line of products or expedited implementation.

20

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not required for a Smaller Reporting Company.
 

ITEM 4.  CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report (the "Evaluation Date"), we carried out an evaluation regarding the three months ended September 30, 2018, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer who is also serving as our Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Based upon this evaluation, our management concluded that, as of the Evaluation Date, our disclosure controls and procedures were not effective to provide reasonable assurance that information required to be disclosed in the reports that are filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified by the SEC's rules and forms and that our disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.  Management believes the Company's disclosure controls and procedures are not effective because of the small size of the Company's accounting staff which may prevent adequate controls, such as segregation of duties, which is due to the cost/benefit associated with such remediation. To address the material weaknesses, the Company performed additional analysis and other procedures in an effort to ensure our condensed consolidated financial statements included in this Quarterly Report have been prepared in accordance with U.S. generally accepted accounting principles. Accordingly, management believes that the financial statements included in this Quarterly Report on Form 10-Q fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented.

Limitations on Internal Controls

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that the Company’s disclosure controls and procedures will detect or uncover every situation involving the failure of persons within the Company to disclose material information otherwise required to be set forth in the Company’s periodic reports. 

Changes in Internal Control Over Financial Reporting

The Company’s management is also responsible for establishing and maintaining adequate internal control over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. As of the Evaluation Date, no changes in the Company’s internal control over financial reporting occurred that have materially affected or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

During the nine months ended September 30, 2018, there were no changes that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

21

PART II – OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

National Council for Science and the Environment, Inc. v. Trunity Holdings, Inc., Case No. 2015 CA 009726 B, Superior Court for the District of Columbia, Civil Division.

This action was filed on December 16, 2015 by the National Council for Science and the Environment, Inc. (“NCSE”) in the state court in the District of Columbia against Trunity Holdings, Inc. (“Trunity”) and alleges claims for breach of contract. Acknowledgement of indebtedness and settlement agreement and quantum meruit arising out of an agreement entered into between NCSE and Trunity in 2014. The complaint seeks damages in the amount of $177,270, inclusive of attorney’s fees, costs and accrued interest, continuing interest in the amount of 12% per annum and attorney’s fees and costs of collection relating to the case. The Company, in its answer dated January 27, 2016, denied the material allegations made by NCSE, asserted a number of affirmative defenses and filed a counterclaim alleging claims for fraud, negligent misrepresentation, breach of fiduciary duty, breach of contract and unjust enrichment. In its counterclaim, the Company sought actual and compensatory damages against NCSE that it believes exceed the amount sought by NCSE on its claims, pre-judgment interest, punitive damages and all costs and expenses, including attorney’s fees, incurred by the Company in bringing its claims against NCSE.

On September 23, 2016, the Company settled this obligation with an agreement to pay $48,500 to NCSE if paid by November 4, 2016, and $75,000 if paid later. The Company has not paid the amounts as of the date of this filing and has recorded the obligation at $75,000.

On April 5, 2017, NCSE filed a petition to domesticate a foreign judgment in the Superior Court of Fulton County, Georgia, Civil Action File No. 2017CV288416.  NCSE is now pursuing post-judgment discovery.

Carlton Felds Jorden Burt, P.A. vs. True Nature Holding, Inc., f/k/a/ Trunity Holdings, Inc.

This action was filed in the Circuit Court of the Seventeenth Judicial Circuit of Florida, in and for Broward County, Florida, on May 18, 2017 by a law firm that represented the Company prior to the spin-out of the educational software business in 2016 with the intent of collection past due invoices in the aggregate amount of $241,828.  A final judgement was entered on March 22, 2018, awarding Carlton Fields a judgment in the principal amount of $241,828 and pre-judgment interest in the amount of $24,421.  The Company has recorded a liability in the amount of $266,429 on its balance sheet at December 31, 2017.

230 Commerce Way, LLC vs. Trunity, Inc.

A former landlord of the Company has filed an action in New Hampshire to collect on rent from a list that existed prior to 2013. In January 2018 this action was settled by the spin out, Trunity, Inc. for a cash payment of $65,000.

Day & Associates, LLC d/b/a Nick Day Law v. True Nature Holding, Inc.

This action was filed on December 28, 2017 and alleges that Day & Associates LLC is owed $4,240 in legal services provided by it to True Nature.  The case was settled in June 2018 with a payment of $1,000 in full settlement of all disputes.

Randstad General Partner (US) LLC D/B/A Tatum, a Randstad Company, vs. True Nature Holding, Inc.

A former service provider of the Company has filed an action in Georgia to collect the amount of $44,365 for services provided to the Company. On October 18, 2018, the Superior Court of Fulton County, State of George issued an Order & Final Judgment against the Company in the amount of $44,365 plus an additional $11,001 of accrued interest. The Company has accrued the amount of $54,366 on its balance sheet at September 30. 2018 in connection with this claim.

22

ITEM 1A. RISK FACTORS.

We believe there are no changes that constitute material changes from the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2017.

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

None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4.  MINE SAFETY DISCLOSURES.

Not applicable to the Company’s operations.

ITEM 5.  OTHER INFORMATION.

None.

ITEM 6.  EXHIBITS.

Exhibit Number	Description
31.1*	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*	Certification of Chief Executive Officer and Chief Financial Officer 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 EXTENSION SCHEMA
101.CAL **	XBRL TAXONOMY EXTENSION CALCULATION LINKBASE
101.DEF **	XBRL TAXONOMY EXTENSION DEFINITION LINKBASE
101.LAB **	XBRL TAXONOMY EXTENSION LABEL LINKBASE
101.PRE **	XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE

* Filed herewith.

** Furnished herewith.

23

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

	TRUE NATURE HOLDING, INC.
Dated: November 14, 2018	By:	/s/ James Crone
		James Crone
		President and Interim Chief Financial  Officer
Dated: November 14, 2018	By:	/s/ Louis Deluca
		Louis Deluca
		Chief Operating Officer and Interim Chief Executive Officer

24

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

I, Louis Deluca, certify that:

1. I have reviewed this quarterly report on Form 10-Q of True Nature Holding, 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 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(s) 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 control 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 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; and

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; and

5. The registrant’s other certifying officer(s) 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 functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control 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 control over financial reporting.

Date: November 14, 2018

/s/ Louis Deluca

Louis Deluca

Chief Operating Officer and Interim Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

I, James Crone, certify that:

1. I have reviewed this quarterly report on Form 10-Q of True Nature Holding, 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 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(s) 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 control 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 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; and

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; and

5. The registrant’s other certifying officer(s) 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 functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control 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 control over financial reporting.

Date: November 14, 2018

/s/ James Crone

James Crone

President and Interim Chief 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 True Nature Holding, Inc. (the “Company”) on Form 10-Q for the quarter ended September 30, 2018, as filed with the Securities and Exchange Commission on the date hereof, I, James Crone, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

1. The quarterly 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 quarterly report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Louis Deluca

Chief Operating Officer and Interim Chief Executive Officer

Dated: November 14, 2018 

/s/ James Crone

President and Interim Chief Financial Officer

Dated: November 14, 2018 

XML

Document And Entity Information - shares	9 Months Ended
	Sep. 30, 2018	Nov. 12, 2018
Document and Entity Information [Abstract]
Entity Registrant Name	True Nature Holding, Inc.
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		29,697,996
Amendment Flag	false
Entity Central Index Key	0000802257
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Sep. 30, 2018
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	Q3
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	true

XML

Consolidated Balance Sheets - USD ($)	Sep. 30, 2018	Dec. 31, 2017
Current assets
Cash and cash equivalents	$ 9,110	$ 0
Prepaid expenses	19,000	0
Total current assets	28,110	0
Total Assets	28,110	0
Current liabilities
Accounts payable	848,853	766,356
Accrued liabilities	92,349	147,894
Due to related parties	8,503	91,066
Accrued interest	67,889	50,665
Deferred revenue	1,000	0
Note payable	30,000	0
Convertible notes payable, net of discount of $7,471 and $0	161,529	60,000
Convertible note payable, in default	196,270	196,270
Note payable - related party	75,000	75,000
Total current liabilities	1,481,393	1,387,251
Commitments and contingencies
Stockholders' equity (deficit)
Preferred stock, $0.01 par value, 10,000,000 shares authorized, no shares issued or outstanding as of September 30, 2018 and December 31, 2017	0	0
Common stock, $0.01 par value, 500,000,000 shares authorized, 28,997,996 and 18,930,874 shares issued and outstanding as of September 30, 2018 and December 31, 2017	289,980	189,309
Additional paid-in capital	5,449,689	4,659,713
Stock payable	50,036	39,886
Accumulated deficit	(7,242,988)	(6,276,159)
Total (deficiency in) stockholders' equity	(1,453,283)	(1,387,251)
Total liabilities and stockholders' equity	$ 28,110	$ 0

XML

Consolidated Balance Sheets (Parentheticals) - USD ($)	Sep. 30, 2018	Dec. 31, 2017
Convertible notes payable, discount (in Dollars)	$ 7,471	$ 0
Preferred stock, par value (in Dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value (in Dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	28,997,996	18,930,874
Common stock, shares outstanding	28,997,996	18,930,874

XML

Consolidated Statements of Operations - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Revenue	$ 0	$ 0	$ 0	$ 0
Operating expenses:
General and administrative	565,259	121,589	894,564	564,086
Total operating expenses	565,259	121,589	894,564	564,086
Net Operating Loss	(565,259)	(121,589)	(894,564)	(564,086)
Other income (expense):
Interest expense	(22,739)	(10,434)	(39,405)	(20,256)
Gain (loss) on conversion of accounts payable	3,240	4,110	(32,860)	4,110
Total other expense	(19,499)	(6,324)	(72,265)	(16,146)
Loss before provision for income taxes	(584,758)	(127,913)	(966,829)	(580,232)
Provision for income taxes	0	0	0	0
Net loss	$ (584,758)	$ (127,913)	$ (966,829)	$ (580,232)
Net loss per share – basic and diluted (in Dollars per share)	$ (0.02)	$ (0.01)	$ (0.04)	$ (0.03)
Weighted average shares outstanding – basic and diluted (in Shares)	25,094,466	17,640,776	23,228,812	18,025,704

XML

Consolidated Statement of Cash Flows - USD ($)	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (966,829)	$ (580,232)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock issued for extension of note payable	0	5,523
Amortization of discount on notes payable	1,529	0
Imputed interest	6,750	0
Stock based compensation	359,280	235,034
(Gain) loss on conversion of accrued expenses	32,860	(4,110)
Changes in assets and liabilities:
Prepaid expenses	11,000	1,875
Accounts payable	361,917	218,389
Accrued liabilities	67,348	38,406
Deferred revenue	1,000	0
Due to related parties	(24,563)	23,437
Accrued interest	17,224	14,733
Net cash used in operating activities	(132,484)	(46,945)
CASH FLOWS FROM FINANCING ACTIVITIES
Advances from related parties	66,594	0
Proceeds from notes payable, net of payments to vendors	75,000	0
Sale of common stock, net of issuance costs	0	47,000
Net cash provided by financing activities	141,594	47,000
Net increase in cash and cash equivalents	9,110	55
Cash and cash equivalents at beginning of period	0	0
Cash and cash equivalents at end of period	9,110	55
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid	0	0
Income taxes paid	0	0
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Common stock issued for satisfaction of payables	501,907	39,860
Consulting fees prepaid with note payable and stock	30,000	0
Stock committed to be issued for conversion of accounts payable	0	76,986
Par value of shares returned for cancellation	0	21,500
Stock issued for cash received in prior period	0	500
Note payable issued to related party for accounts payable to related party	0	75,000
Convertible debt issued for settlement of accounts payable	$ 25,000	$ 0

XML

Note 1 - Description of Business

9 Months Ended

Sep. 30, 2018

Disclosure Text Block [Abstract]

Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]

Note 1 – Description of Business

True Nature Holding, Inc. (the “Company”), previously known as Trunity Holdings, Inc., became a publicly-traded company through a reverse merger with Brain Tree International, Inc., a Utah corporation (“BTI”). BTI was incorporated on July 26, 1983 to specialize in the development of high technology products or applications including, but not limited to, electronics, computerized technology, new technological product fields, and precious metals. Trunity Holdings, Inc. was the parent company of the prior educational business, named Trunity, Inc., which was formed on July 28, 2009 through the acquisition of certain intellectual property by its three founders.

True Nature Holding, Inc. is a corporation organized under the laws of the state of Delaware with principal offices located in Atlanta, Georgia. On January 16, 2016, the Company changed the equity structure that included a reverse split of one for 101, such that all holders of 101 shares of common stock issued and outstanding prior to the effective date of the reverse split would own 1 share of common stock upon the effect date of the reverse split. In addition, the Company amended its Articles of Incorporation  (i) to increase its authorized capital stock to 510,000,000 shares which consists of 500,000,000 shares of common stock, par value $0.01 per share, and 10,000,000 shares of preferred stock, par value $0.01 per share and (ii) to change its name from Trunity Holdings, Inc. to True Nature Holding, Inc. (there was no change in the stock symbol “TNTY”).

XML

Note 2 - Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2018

Accounting Policies [Abstract]

Significant Accounting Policies [Text Block]

Note 2 – Summary of Significant Accounting Policies

Basis of Accounting – The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with the instructions to interim financial reporting as prescribed by the Securities and Exchange Commission (the “SEC”). The results for the interim periods are not necessarily indicative of results for the entire year. These interim financial statements do not include all disclosures required by U.S. generally accepted accounting principles (“GAAP”), and should be read in conjunction with the consolidated financial statements and notes thereto filed with the SEC in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017. In the opinion of management, the unaudited Condensed Consolidated Financial Statements contained in this report include all known accruals and adjustments necessary for a fair presentation of the financial position, results of operations, and cash flows for the periods reported herein. Any such adjustments are of a normal recurring nature.

Use of Estimates - The preparation of these financial statements requires our management to make estimates and assumptions about future events that affect the amounts reported in the financial statements and related notes. Future events and their effects cannot be determined with absolute certainty. Therefore, the determination of estimates requires the exercise of judgment.

Comprehensive Loss – Comprehensive income (loss) as defined includes all changes in equity during a period from non-owner sources. Items included in the Company’s comprehensive loss consist of unrealized gains (losses) on securities.

Cash -All highly liquid investments with a maturity date of three months or less at the date of purchase are cash equivalents.

Revenue Recognition-The restructured entity of True Nature Holding, Inc. which is focused on acquiring a series of businesses which specialize in compounding pharmacy activities, has recognized no revenues during the three and nine months ended September 30, 2018 and September 30, 2017. In fiscal 2018, the Company will recognize revenues if all of the following criteria have been met: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured.

We generate revenue from licensing and other software services from our web-based software to individuals and retailers of services to the pet care industry. We recognize licensing fees and other software services as revenue over the period of the contract at the time that the computer software is delivered and accepted by the customer, the selling price is fixed, and collection is reasonably assured, provided no significant obligations remain. We consider authoritative guidance on multiple deliverables in determining whether each deliverable represents a separate unit of accounting.

Deferred revenues represent billings or cash received in excess of revenue recognizable on service agreements that are not accounted for as revenues.

Stock-Based Compensation-We recognize the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. Share-based compensation cost for stock options are estimated at the grant date based on each option’s fair-value as calculated by the Black-Scholes-Merton (“BSM”) option-pricing model. Share-based compensation arrangements may include stock options, restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans. Such compensation amounts, if any, are amortized over the respective vesting periods of the option grant.

Equity instruments issued to those other than employees are recorded on the basis of the fair value of the instruments. In general, the measurement date is when either a (a) performance commitment, as defined, is reached or (b) the earlier of (i) the non-employee performance is complete or (ii) the instruments are vested. The measured value related to the instruments is recognized over a period based on the facts and circumstances of each particular grant.

Convertible Instruments-The Company reviews the terms of convertible debt and equity instruments to determine whether there are conversion features or embedded derivative instruments including embedded conversion options that are required to be bifurcated and accounted for separately as a derivative financial instrument. In circumstances where the convertible instrument contains more than one embedded derivative instrument, including conversion options that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single compound instrument. Also, in connection with the sale of convertible debt and equity instruments, the Company may issue free standing warrants that may, depending on their terms, be accounted for as derivative instrument liabilities, rather than as equity. When convertible debt or equity instruments contain embedded derivative instruments that are to be bifurcated and accounted for separately, the total proceeds allocated to the convertible host instruments are first allocated to the fair value of the bifurcated derivative instrument. The remaining proceeds, if any, are then allocated to the convertible instruments themselves, usually resulting in those instruments being recorded at a discount from their face amount. When the Company issues debt securities, which bear interest at rates that are lower than market rates, the Company recognizes a discount, which is offset against the carrying value of the debt. Such discount from the face value of the debt, together with the stated interest on the instrument, is amortized over the life of the instrument through periodic charges to income. In addition, certain conversion features are recognized as beneficial conversion features to the extent the conversion price as defined in the convertible note is less than the closing stock price on the issuance of the convertible notes.

Common Stock Purchase Warrants-The Company accounts for common stock purchase warrants in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 815, Accounting for Derivative Instruments and Hedging Activities. As is consistent with its handling of stock compensation and embedded derivative instruments, the Company’s cost for stock warrants is estimated at the grant date based on each warrant’s fair-value as calculated by the BSM option-pricing model value method for valuing the impact of the expense associated with these warrants.

Stockholders’ Equity-Shares of common stock issued for other than cash have been assigned amounts equivalent to the fair value of the service or assets received in exchange. Common stock share and per share amounts in these financial statements have been adjusted for the effects of a one for 101 reverse stock split that occurred in January 2016.

Per Share Data-Basic loss per share is computed by dividing net loss by the weighted average number of common shares outstanding for the year. Diluted loss per share is computed by dividing net loss by the weighted average number of common shares outstanding plus common stock equivalents (if dilutive) related to warrants, options and convertible instruments.

The Company has excluded all common equivalent shares outstanding for warrants, options and convertible instruments to purchase common stock from the calculation of diluted net loss per share because all such securities are antidilutive for the periods presented. As of September 30, 2018 and December 31, 2017, the Company had 142,653 warrants outstanding and 67,879 options outstanding excluded from calculation of diluted net loss.

Income Taxes- The Company accounts for income taxes under the asset and liability method which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company’s condensed consolidated financial statements or tax returns. In estimating future tax consequences, the Company generally considers all expected future events other than possible enactments of changes in the tax laws or rates.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company has determined that a valuation allowance is needed due to recent taxable net operating losses, the sale of profitable divisions and the limited taxable income in the carry back periods. The effect on deferred tax assets and liabilities of a change in tax rates is recognized as income or expense in the period that includes the enactment date. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes and certain tax loss carryforwards, less any valuation allowance.

The Company accounts for uncertain tax positions as required in that a position taken or expected to be taken in a tax return is recognized in the condensed consolidated financial statements when it is more likely than not (i.e., a likelihood of more than fifty percent) that the position would be sustained upon examination by tax authorities. A recognized tax position is then measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. The Company does not have any material unrecognized tax benefits. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as components of interest expense and other expense, respectively, in arriving at pretax income or loss. The Company does not have any interest and penalties accrued. The Company is generally no longer subject to U.S. federal, state, and local income tax examinations for the years before 2012.

Business Combinations- The Company accounts for business combinations by recognizing the assets acquired, liabilities assumed, contractual contingencies, and contingent consideration at their fair values on the acquisition date. The purchase price allocation process requires management to make significant estimates and assumptions, especially with respect to intangible assets, estimated contingent consideration payments and pre-acquisition contingencies. Examples of critical estimates in valuing certain of the intangible assets we have acquired or may acquire in the future include but are not limited to:

● future expected cash flows from product sales, support agreements, consulting contracts, other customer contracts, and acquired developed technologies and patents; and

● discount rates utilized in valuation estimates.

Unanticipated events and circumstances may occur that may affect the accuracy or validity of such assumptions, estimates or actual results. Additionally, any change in the fair value of the acquisition-related contingent consideration subsequent to the acquisition date, including changes from events after the acquisition date, such as changes in our estimates of relevant revenue or other targets, will be recognized in earnings in the period of the estimated fair value change. A change in fair value of the acquisition-related contingent consideration or the occurrence of events that cause results to differ from our estimates or assumptions could have a material effect on the condensed consolidated financial position, statements of operations or cash flows in the period of the change in the estimate.

Impairment of Long-Lived Assets-Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed would be separately presented in the condensed consolidated balance sheet and reported at the lower of the carrying amount or fair value less costs to sell, and are no longer depreciated. The assets and liabilities of a disposal group classified as held-for-sale would be presented separately in the appropriate asset and liability sections of the condensed consolidated balance sheet, if material. No impairment losses have been realized for the periods presented.

Financial Instruments and Fair Values-The fair value of a financial instrument represents the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. Fair value estimates are made at a specific point in time, based upon relevant market information about the financial instrument. In determining fair value, we use various valuation methodologies and prioritize the use of observable inputs. We assess the inputs used to measure fair value using a three-tier hierarchy based on the extent to which inputs used in measuring fair value are observable in the market:

Level 1 – inputs include exchange quoted prices for identical instruments and are the most observable.

Level 2 – inputs include brokered and/or quoted prices for similar assets and observable inputs such as interest rates.

Level 3 – inputs include data not observable in the market and reflect management judgment about the assumptions market participants would use in pricing the asset or liability.

The use of observable and unobservable inputs and their significant in measuring fair value are reflected in our hierarchy assessment. The carrying amount of cash, prepaid assets, accounts payable and accrued liabilities approximates fair value due to the short-term maturities of these instruments. Because cash and cash equivalents are readily liquidated, management classifies these values as Level 1. The fair value of the debentures, approximate their book value as the instruments are short-term in nature and contain market rates of interest. Because there is no ready market or observable transactions, management classifies the debentures as Level 3.

Recently Issued Accounting Standards-There are various other updates recently issued, most of which represent technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company’s condensed consolidated financial position, results of operations or cash flows.

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Note 3 - Financial Condition and Going Concern

9 Months Ended

Sep. 30, 2018

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Substantial Doubt about Going Concern [Text Block]

Note 3 – Financial Condition and Going Concern

As of September 30, 2018, the Company had cash of $9,110, current liabilities of $1,481,393, and has incurred a loss from operations. True Nature Holding’s principal operation is the development and deployment of software and systems for the healthcare marketplace. The Company solutions in a) healthcare records, b) the sale of applications in the health and wellness area from 3^rd parties in addition to its own developed products. The Company is also performing consulting services to certain entities in the pharmacy, medical and veterinary services area. The Company’s activities are subject to significant risks and uncertainties, including failing to secure additional funding to execute its business plan.

As a result of these factors, there is substantial doubt about the ability of the Company to continue as a going concern. The Company’s continuance is dependent on raising capital and generating revenues sufficient to sustain operations. The Company believes that the necessary capital will be raised and has entered into discussions to do so with certain individuals and companies. However, as of the date of these condensed consolidated financial statements, no formal agreement exists.

The accompanying consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts classified as liabilities that might be necessary should the Company be forced to take any such actions. 

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Note 4 - Related Party Transactions

9 Months Ended

Sep. 30, 2018

Related Party Transactions [Abstract]

Related Party Transactions Disclosure [Text Block]

Note 4 – Related Party Transactions

Nine months ended September 30, 2018:

On January 29, 2018, the Company converted outstanding accounts payable due to an investor in the amount of $54,815 for 527,064 restricted shares of the Company’s common stock.  The cost to the Company for this issuance is $54,815, based on the closing price on the date of issuance.  As the conversion amount equals the share value, no gain or loss was recorded.

On January 29, 2018, the Company converted accrued officer compensation in the amount of $93,333 into 897,432 restricted shares of the Company’s common stock.  The cost to the Company for this issuance is $93,333, based on the closing price on the date of issuance.  As the conversion amount equals the share value, no gain or loss was recorded.

On April 23, 2018, the Company issued 600,000 shares of common stock with a value of $48,000 to an investor, and an additional 600,000 shares of common stock with a value of $48,000 to a not for profit entity at the request of the investor due to conversion of $96,000 of accounts payable, no gain or loss was recognized due to stock price matching the amount converted.

On April 23, 2018, the Company issued 500,000 shares of common stock to its President, subject to certain vesting conditions:  (i) 100,000 shares vest when the President has been employed 90 days from the effective date of the employment agreement; (ii) 100,000 shares vest when the President has been employed one year from the effective date of the employment agreement; (iii) 100,000 shares vest when the President has been employed two years from the effective date of the employment agreement; (iv) 100,000 shares vest when the Company completes a capital raise of $2,000,000; (v) 100,000 shares vest when the Company reports $20,000,000 in gross revenue.  The Company valued the shares at the fair market value of $0.10 per share, or a total value of $50,000. During the three months ended June 30, 2018, the total amount of $13,740 was charged to operations pursuant to the various vesting conditions. On September 18, 2018, the Company accepted the resignation of its President, and 400,000 of these shares were forfeited. 

On June 13, 2018, the Company issued 100,000 shares of common stock with a fair value of $8,380 to its President as a bonus.  

On June 14, 2018, the Company issued 100,000 shares of common stock with a fair value of $9,000 to its chairman as a bonus.  Also, on June 14, 2018, the Company issued 100,000 shares of common stock with a fair value of $9,000 to a board member as a bonus.

On June 14, 2018, the Company issued to an investor 1,100,000 restricted shares of the Company’s common stock with a fair value of $95,700 for reimbursement of $60,000 of accrued expenses paid on behalf of the Company and for services provided.  The Company recognized a loss on conversion of $35,700 due to share price exceeding the value of the stock granted.

The Company accrued officer’s compensation during the six months ended June 30, 2018 in the amount of $50,000 and imputed interest expense of $4,500 on a note payable to a related party in the amount of $75,000 (see note 5).

On July 24, 2018, the Company issued 312,499 shares of common stock with a fair value of $25,000 to its President for salary.

On July 24, 2018, the Company issued 369,500 shares of common stock with a fair value of $29,560 to its Chief Operating Officer for accrued salary.

On August 14, 2018, the Company issued to an investor 249,902 restricted shares of the Company’s common stock with a fair value of $22,491 for reimbursement of $22,491 of accrued expenses paid on behalf of the Company and for services provided. 

On August 14, 2018, the Company issued to an investor 2,250,098 restricted shares of the Company’s common stock with a fair value of $202,509 as compensation for consulting services provided.  The Company also accrued $58,000 for additional consulting services provided by the investor.  

On September 24, 2018, the Company issued 100,000 shares of common stock with a fair value of $13,000 to each of two board members for services provided (a total of 200,000 shares of common with an aggregate fair value of $26,000).

Nine months ended September 30, 2017:

On January 24, 2017, the Board granted to a member of Board of Directors 25,000 shares of restricted common stock as consideration for services. The Member of the Board of Directors abstained from the vote as to not be voting on his own issuance. The value for the issuance was $3,500, based on the closing price on the date of the grant.

On January 25, 2017, the Board granted the newly appointed CEO and CFO 500,000 shares of restricted common shares as part of his employment compensation.  The shares are subject to reverse vesting that requires him to stay with the company for three (3) years (1/3 per year) and achieve certain management objectives to keep all of the shares.  The expense to the Company was $15,236 during the six months ended June 30, 2017.

On February 7, 2017, the Board appointed one (1) additional member to the Board of Directors. The appointed member shall receive the customary 100,000 shares of restricted common stock for their service. The cost to the Company for this issuance is $11,000, based on the closing price on the date of the grant.  The same candidate offered to buy 200,000 shares of restricted common stock at the same time. The consideration for the sale was $22,000. The transaction has no impact on earnings as the shares were priced at the same cost as the closing price on the date of the purchase.

On February 14, 2017, the Board of Directors for True Nature Holding, Inc. authorized the issuance of restricted common stock to a shareholder for consulting services.  This calculation is based on February 14, 2017 and at the market close of $0.14 per share; hereby converting the debts which are currently owed and equates to 258,637 shares, for a total cost to the Company of $36,210, based on the closing price on the date of the grant.

On February 14, 2017, the Board of Directors for True Nature Holding, Inc. authorized the issuance of restricted common stock to convert amounts owed to a vendor. This calculation is based on February 14, 2017 and at the market close of $0.14 per share; hereby converting $20,000 of debt in outstanding legal fees and expenses which are currently owed as of January 31, 2017, to 142,857 shares, for a total cost to the Company of $20,000. As the conversion amount equals the share value, no gain or loss was recorded.

On February 14, 2017, the Board authorized the issuance of restricted shares to convert the last 3 month’s salary ($4,000 per month for a total owed of $12,000) of 2016 owed to a Director serving as its Interim President. The price per share used was the closing price of $0.14 per share which equates to 85,714 shares of TNTY. This action hereby settles all outstanding past debts owed to the Director by TNTY up to February 14, 2017. As the conversion amount equals the share value, no gain or loss was recorded.

On February 14, 2017, the Board granted the newly appointed COO 500,000 shares of restricted common shares as part of his employment compensation.  The shares are subject to reverse vesting that requires him to stay with the company for three (3) years (1/3 per year) and achieve certain management objectives in order to keep all of the shares.  The expense to the Company was $11,088.

On March 8, 2017, the Board authorized the issuance of 100,000 restricted common stock to a newly appointed member of the non-executive Advisory Board. The stock was priced at the closing price of the stock at that date which was $0.30.  The expense to the Company was $30,000.

On April 28, 2017, the Board granted the newly appointed Director of Corporate Communications 500,000 shares of restricted common shares as part of his employment compensation.  The shares are subject to reverse vesting that requires him to stay with the company for three (3) years (shares vest 1/3 per year) and achieve certain management objectives to keep all of the shares.  Subsequently, the executive resigned effective August 1, 2017 and as a result 400,000 of the 500,000 shares were cancelled.  The Company charged to operations the amount of $48,000 representing the fair value of 100,000 shares of common stock during the three months ended June 30, 2017.

On July 7, 2017, the Company accepted the resignation of its CEO, who also held the positions of interim CFO and interim Secretary. At the time of his hire, the CEO  was granted 500,000 restricted shares as part of his executive compensation plan. The shares were issued subject to reverse vesting conditions. At July 7, 2017, 100,000 shares of restricted common stock have vested and the remaining 400,000 restricted shares will be canceled. The CEO  has not been paid any cash compensation. During his tenure at the Company, he accrued $33,333 in salary, which will only be paid after the Company has sufficient financing to support its operations. Dr. Jordan Balencic, the Chairman of the Board of Directors, will assume the role of interim CEO and interim CFO until a successor is appointed.

On July 10, 2017, the Company entered into an agreement with a related party whereby the amount of $75,000 in accounts payable due to the related party for services performed was converted to a note payable.  The note payable is due 90 days from the date the Company receives funding in the amount of $1,000,000.  The note is non-interest bearing unless it is not paid when due, at which time it will accrue interest at the rate of 12% per annum.

On August 10, 2017, the Company issued 500,000 shares of restricted common stock, subject to reverse vesting conditions, to the Company’s Chief Operating Officer in conjunction with his engagement effective as of February 14, 2017.

On August 10, 2017, the Company cancelled 2,150,000 shares of common stock previously held by its former Chief Executive Officer.  The par value of these shares in the amount of $21,500 was charged to additional paid-in capital on the Company's balance sheet at September 30, 2017.

On August 7, 2017, the Company committed to issue 25,000 shares of common stock to a lender for the extension of the term of a note payable. The fair value of these shares in the amount of $3,573 was charged to interest expense during the three months ended September 30, 2017, and is reported as stock payable on the Company's balance sheet at September 30, 2017.

On August 23, 2017, the Company committed to issue 30,000 shares of common stock to a consultant for services. The fair value of these shares in the amount of $2,700 was charged to operations during the three months ended September 30, 2017, and is reported as stock payable on the Company's balance sheet at September 30, 2017.

On September 26, 2017, the Company committed to issue 25,000 shares of common stock to a lender for the extension of the term of a note payable. The fair value of these shares in the amount of $1,950 was charged to interest expense during the three months ended September 30, 2017, and is reported as stock payable on the Company's balance sheet at September 30, 2017.

On September 26, 2017, the Company committed to issue 200,000 shares of common stock to an employee as compensation. The fair value of these shares in the amount of $15,600 was charged to operations during the three months ended September 30, 2017, and is reported as stock payable on the Company's balance sheet at September 30, 2017.

On September 26, 2017, the Company committed to convert accounts payable due to a consultant to the Company in the amount of $76,986 into  987,000 shares of common stock. The amount of $76,986 is reported as stock payable on the Company's balance sheet at September 30, 2017

On September 26, 2017, the Company committed to issue 200,000 shares of common stock to each of two board members, or an aggregate of 400,000 shares, for services performed.  The fair value of $31,200 was charged to operations during the three months ended September 30, 2017.

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Note 5 - Debt

9 Months Ended

Sep. 30, 2018

Debt Disclosure [Abstract]

Debt Disclosure [Text Block]

Note 5 – Debt

March 2016 Convertible Note A

On March 18, 2016, the Company issued a 12% Convertible Promissory Note (the “Convertible Note A”) in the principal amount of $60,000 to a lender. Upon issuance of the Convertible A Note, the lender was awarded 15,000 restricted common stock as an origination fee which includes piggy back registration rights. On September 19, 2016, the Company issued the lender an additional 15,000 restricted common stock at a price of $0.30 per share to extend the term of the loan agreement indefinitely. The cost to the Company was $4,050 in interest expense.  On August 10, 2017, the Company issued 25,000 shares of common stock with a fair value of $3,750 for accrued interest through August 1, 2017 in the amount of $7,860.  In April 2018, the Company issued 75,000 shares of common stock with a value of $7,500 as consideration for an extension of the term of the loan to July 1, 2018, and on August 13, 2018, the Company issued an additional 75,000 shares of common stock with a value of $6,750 for an extension of the term of the loan to October 31, 2018. Accrued interest at September 30, 2018 and December 31, 2017, was $16,260 and $10,860, respectively.

Pursuant to the terms of the Convertible Note A, the Company is obligated to pay monthly installments of not less than $1,000 the first of each month commencing the month following the execution of the Convertible Note A until its maturity on September 16, 2016 at which time the Company is obligated to repay the full principal amount of the Convertible Note A. The Convertible Note A is convertible by the holder at any time into shares of the Company’s common stock at price of $1.00 per share, and throughout the duration of the note, the holder has the right to participate in any financing the Company may engage in upon the same terms and conditions as all other investors. The Company allocated the face value of the Convertible Note A to the shares and the note based on relative fair values, and the amount allocated to the shares of $18,750 was recorded as a discount against the note.

The beneficial conversion feature of $9,375 was recorded as a debt discount with an offsetting entry to additional paid-in capital decreasing the note payable and increasing debt discount. The debt discount is being amortized to interest expense over the term of the debt. For the year ended December 31, 2016, debt discount amortization related to the Convertible Note A was $28,125.  There was no amortization of the discount during the nine months ended September 30, 2018.

May 2016 Convertible Note B

On May 19, 2016, the Company issued a 10% Convertible Promissory Note (the “Convertible Note B”) in the principal amount of $100,000 to a lender. Upon issuance of the Convertible Note B, the lender was awarded 24-month warrants to purchase up to 66,666 shares of the Company’s common stock at an exercise price of $2.50 per share. The warrants were valued at $103,086 with $100,000 as a debt discount; the additional $3,086 was expensed as additional interest expense. The debt discount was fully amortized during the year ended December 31, 2016. This obligation, including all warrants, penalties and interest due was cancelled as of September 30, 2016 in consideration of the issuance of 400,000 shares of restricted common stock valued at $120,000. At the time of conversion, the principal amount of the note was approximately $100,000 and total accrued interest thereon was $3,671. Therefore, as a result of the conversion, a loss of $16,329 recognized during the year ended December 31, 2016.

August 2014 Convertible Debentures (Series C)

As part of the restructuring all debentures issued by Trunity Holdings, Inc., to fund the former, educational business were eligible to participate in a debt conversion; however, one debenture holder that was issued a Series C Convertible Debenture (the “Series C Debenture”) in August 2014 with an aggregate face value of $100,000 in exchange for the cancellation of Series B Convertible Debentures with a carrying value of $110,833 did not convert such debenture. The Series C Debenture accrues interest at an annual rate of 10%, matured November 2015, and is convertible into our common stock at a conversion rate of $20.20 per share. The holders of the Series C Debenture also received five-year warrants to acquire up to 4,950 shares post-split of common stock for an exercise price of $20.20 per share. The former educational business allocated the face value of the Series C Debenture to the warrants and the debentures based on its relative fair values, and allocated to the warrants, which was recorded as a discount against the Series C Debenture, with an offsetting entry to additional paid-in capital. The discount was fully expensed upon execution of the new debentures as debt extinguishment costs within discontinued operations. As of September 30, 2018, and December 31, 2017, the carrying value of this Series C Debenture was $110,833 and accrued interest expense of $43,816 and $35,504, respectively.  The Series C Debenture is currently in default.

November 2014 Convertible Debentures (Series D)

As part of the restructuring all debentures issued by Trunity Holdings, Inc., to fund the former, educational business were eligible to participate in a debt conversion; however, one debenture holder that was issued a Series D Convertible Debenture (the “Series D Debenture”) in November 2014 with an aggregate face value of $10,000 in exchange for the cancellation of Series B Convertible Debenture with a carrying value of $11,333 did not participate in the debt conversion restructuring. The Series D Debenture accrues interest at an annual rate of 12%, matured November 2015, and is convertible into our common stock at a conversion rate of $16.67 per share. The holders of the Series D Debenture also received five-year warrants to acquire up to 495 shares of common stock for an exercise price of $20.20 per share on a post-split basis. The former educational business allocated the face value of the Series D Debenture to the warrants and the debentures based on their relative fair values, and allocated to the warrants, which was recorded as a discount against the Series D Debenture, with an offsetting entry to additional paid-in capital. The discount was fully expensed upon execution of the new debentures as debt extinguishment costs within discontinued operations. As of September 30, 2018, and December 31, 2017, the carrying value of the Series D Debenture was $11,333 and accrued interest expense of $5,321 and $4,301, respectively.  The Series D Debenture is currently in default.

Short term loan

As a result of the acquisition of P3 Compounding of Georgia, LLC (“P3”) the Company had a short-term convertible note with a loan agency in the principal amount of $52,000 for the purchase of future sales and credit card receivables of P3. Under the terms of the receivable purchase agreement, the Company purchased an advance of $50,000 plus $2,000 for origination costs with a 10.5% daily interest rate to be repaid over 160 days at a repayment amount of $451.75 per day. As of September 30, 2018, the carrying value of this short-term loan was $74,104.  The origination fee and interest were recorded as debt discount on the date of issuance in the amount of $22,280 and $22,280 was amortized during the year ending December 31, 2016. Although the note is in default, the lender and the Company have agreed not to take any action until such time as repayment can be arranged.

July 2017 Note

On July 10, 2017, the Company negotiated the reclassification of $75,000 in accounts payable to a loan payable (the “July 2017 Note”).  The July 2017 Note is due no later than 90 days after the receipt of a minimum of $1,000,000 of funding. The July 2017 Note bears no interest; however, if it is not paid by the due date, interest will accrue at the rate of 12% per year. During the three months ended September 30, 2018 the Company imputed interest in the amount of $2,250 on the July 2017 Note.

July 2018 RU Promissory Note

On July 26, 2018, the Company entered into an agreement with Resources Unlimited NW LLC (“RU”) pursuant to which RU provides business development services to the Company for a period of six months. As compensation for these services, the Company issued RU 250,000 shares of common stock with a fair value of $20,000 and a six month note payable in the amount of $30,000 ( the “RU Note”). The RU Note bears interest at the rate of 12% per year; principal and interest are due on January 26, 2019. During the three months ended September 30, 2018, the Company accrued interest in the amount of $661 on the RU Note.

Power Up Note 1

On July 5, 2018, the Company entered into a Securities Purchase Agreement with Power Up Lending Group Ltd. (“Power Up”) pursuant to which Power Up agreed to purchase a convertible promissory note (the “Power Up Note 1”) in the aggregate principal amount of $38,000. The Power Up Note entitles the holder to 12% interest per annum and matures on April 15, 2019.  Under the Power Up Note 1, Power Up may convert all or a portion of the outstanding principal of the Power Up Note 1 into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Power Up Note 1, at a price equal to 61% of the average of the lowest two trading prices during the 15 trading day period ending on the last complete trading date prior to the date of conversion, provided, however, that Power Up may not convert the Power Up Note 1 to the extent that such conversion would result in beneficial ownership by Power Up and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock. If the Company prepays the Power Up Note 1 within 30 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 110%; if such prepayment is made between the 31st day and the 60th day after the issuance of the Power Up Note 1, then such redemption premium is 115%; if such prepayment is made from the sixty first 61st to the 90th day after issuance, then such redemption premium is 120%; and if such prepayment is made from the 91st to the 180th day after issuance, then such redemption premium is 125%. After the 180th day following the issuance of the Power Up Note 1, there shall be no further right of prepayment. The Company recorded an original issue discount in the amount of $3,000 in connection with the Power Up Note 1; this amount was credited to paid-in capital and $873 was amortized to interest expense during the three months ended September 30, 2018. The Company accrued interest in the amount of $1,087 on Power Up Note 1 during the three months ended September 30, 2018.

Power Up Note 2

On August 10, 2018, the Company entered into a Securities Purchase Agreement with Power Up pursuant to which Power Up agreed to purchase a convertible promissory note (the “Power Up Note 2”) in the aggregate principal amount of $33,000. The Power Up Note 2 entitles the holder to 12% interest per annum and matures on May 14, 2019. Under the Power Up Note 2, Power Up may convert all or a portion of the outstanding principal of the Power Up Note 2 into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Power Up Note 2, at a price equal to 61% of the average of the lowest two trading prices during the 15 trading day period ending on the last complete trading date prior to the date of conversion, provided, however, that Power Up may not convert the Power Up Note 2 to the extent that such conversion would result in beneficial ownership by Power Up and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock. If the Company prepays the Power Up Note 2 within 30 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 110%; if such prepayment is made between the 31st day and the 60th day after the issuance of the Power Up Note 2, then such redemption premium is 115%; if such prepayment is made from the sixty first 61st to the 90th day after issuance, then such redemption premium is 120%; and if such prepayment is made from the 91st to the 180th day after issuance, then such redemption premium is 125%. After the 180th day following the issuance of the Power Up Note, there shall be no further right of prepayment. The Company recorded an original issue discount in the amount of $3,000 in connection with the Power Up Note 2; this amount was credited to paid-in capital and $531 was amortized to interest expense during the three months ended September 30, 2018. The Company accrued interest in the amount of $564 on Power Up Note 2 during the three months ended September 30, 2018.

Power Up Note 3

On September 18, 2018, the Company entered into a Securities Purchase Agreement with Power Up pursuant to which Power Up agreed to purchase a convertible promissory note (the “Power Up Note 3”) in the aggregate principal amount of $38,000. The Power Up Note 3 entitles the holder to 12% interest per annum and matures on June 30, 2019.  Under the Power Up Note 3, Power Up may convert all or a portion of the outstanding principal of the Power Up Note 3 into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Power Up Note 3, at a price equal to 61% of the average of the lowest two trading prices during the 15 trading day period ending on the last complete trading date prior to the date of conversion, provided, however, that Power Up may not convert the Power Up Note 3 to the extent that such conversion would result in beneficial ownership by Power Up and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock. If the Company prepays the Power Up Note 3 within 30 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 110%; if such prepayment is made between the 31st day and the 60th day after the issuance of the Power Up Note 3, then such redemption premium is 115%; if such prepayment is made from the sixty first 61st to the 90th day after issuance, then such redemption premium is 120%; and if such prepayment is made from the 91st to the 180th day after issuance, then such redemption premium is 125%. After the 180th day following the issuance of the Power Up Note 3, there shall be no further right of prepayment. The Company recorded an original issue discount in the amount of $3,000 in connection with the Power Up Note 3; this amount was credited to paid-in capital and $126 was amortized to interest expense during the three months ended September 30, 2018. The Company accrued interest in the amount of $150 on Power Up Note 3 during the three months ended September 30, 2018.

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Note 6 - Stockholders' Deficit

9 Months Ended

Sep. 30, 2018

Stockholders' Equity Note [Abstract]

Stockholders' Equity Note Disclosure [Text Block]

Note 6 – Stockholders’ Deficit

 Sale of Common Stock

During the nine months ending September 30, 2018, the Company had no sales of common stock for cash.

During the nine months ending September 30, 2017, the Company raised gross proceeds of $47,000 through the sale of 250,000 shares of common stock to a new member of the Board of Directors at a price of $0.11 per share.

Shares for Stock Based Compensation

During the nine months ending September 30, 2018, the Company issued 4,100,000 restricted shares of the Company’s common stock at valued $345,430 in exchange for services provided. The value of these shares was based on the closing market price on the respective date of grant.

During the nine months ending September 30, 2017, in connection with services rendered, the Company issued 1,173,637 restricted shares of the Company’s common stock at valued $235,034 in exchange for services conducted on behalf of the Company. The value of these shares was based on the closing market price on the respective date of grant.

Stock-based compensation expenses are included in general and administrative expenses on the condensed consolidated statements of operations.

Shares issued for convertible note payable issuance

During the nine months ending September 30, 2018, the Company issued 150,000 restricted shares of common stock valued at $13,850 for an extension of the term of a note payable.  

During the nine months ending September 30, 2017, in connection with a convertible promissory note, the Company issued 15,000 shares of the Company’s common stock with a fair value of $1,500 that was valued based on the closing market price on the date of the grant.  The Company also committed to issue an additional 50,000 shares with a value of $5,523. The shares were issued in consideration of the extension of the due date of the loan.   The Company also issued 25,000 shares of common stock with a fair value of $3,750 for the conversion of accrued interest in the amount of $7,860.  The Company recorded a gain in the amount of $4,110 on this transaction.

Shares issued for conversion of accounts payable

During the nine months ending September 30, 2018, the Company issued 5,817,122 shares valued at $534,767 to settle outstanding accounts payable. There was a loss on the transaction of $32,860 because the fair value of the issuance exceeded the fair value of the accounts payable settled.

During the nine months ending September 30, 2017, the Company converted several accounts payable amounts to shares of common stock. The Company issued 228,571 shares of common stock valued at $32,000 to settle the outstanding accounts payable. The Company also committed to issue 987,000 shares of common stock valued at $76,986 to settle additional outstanding accounts payable.

Stock returned for cancellation

On August 10, 2017, the Company received for cancellation 2,150,000 shares held by its former Chief Executive Officer.

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Note 7 - Stock Options

9 Months Ended

Sep. 30, 2018

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Disclosure of Compensation Related Costs, Share-based Payments [Text Block]

Note 7 – Stock Options

A summary of options issued, exercised and cancelled are as follows:

	Shares		Weighted- Average Exercise Price ($)		Weighted- Average Remaining Contractual Term		Aggregate Intrinsic Value ($)
Outstanding at December 31, 2017		67,879	$	21.40		4.67		—
Granted		—		—		—		—
Cancelled		—		—		—		—
Outstanding at September 30, 2018		67,879	$	21.40		4.67		—
Exercisable at September 30, 2018		67,879	$	21.40		4.67		—

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Note 8 - Stock Warrants

9 Months Ended

Sep. 30, 2018

Disclosure Text Block Supplement [Abstract]

Shareholders' Equity and Share-based Payments [Text Block]

Note 8 – Stock Warrants

Subsequent to the restructuring of the Company and the spin-out, the Company had warrants to purchase common stock outstanding that were not terminated and have continued as part of the operations as detailed below. The warrants were adjusted for a one for 101 stock split due to the spin-out and restructuring plan as authorized. All warrants outstanding as of September 30, 2018 are scheduled to expire at various dates through 2019. A summary of warrants issued, exercised and expired are as follows:

	Shares		Weighted- Average Exercise Price ($)		Weighted- Average Remaining Contractual Term
Outstanding at December 31, 2017		142,653	$	17.42		1.00
Granted		—		—		—
Expired		—		—		—
Outstanding at September 30, 2018		142,653	$	17.42		0.75
Exercisable at September 30, 2018		142,653	$	17.42		0.75

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Note 9 - Commitments and Contingencies

9 Months Ended

Sep. 30, 2018

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies Disclosure [Text Block]

Note 9 – Commitments and Contingencies

Legal

National Council for Science and the Environment, Inc. v. Trunity Holdings, Inc., Case No. 2015 CA 009726 B, Superior Court for the District of Columbia, Civil Division.

This action was filed on December 16, 2015 by the National Council for Science and the Environment, Inc. (“NCSE”) in the state court in the District of Columbia against Trunity Holdings, Inc. (“Trunity”) and alleges claims for breach of contract. Acknowledgement of indebtedness and settlement agreement and quantum meruit arising out of an agreement entered into between NCSE and Trunity in 2014. The complaint seeks damages in the amount of $177,270, inclusive of attorney’s fees, costs and accrued interest, continuing interest in the amount of 12% per annum and attorney’s fees and costs of collection relating to the case. The Company, in its answer dated January 27, 2016, denied the material allegations made by NCSE, asserted a number of affirmative defenses and filed a counterclaim alleging claims for fraud, negligent misrepresentation, breach of fiduciary duty, breach of contract and unjust enrichment. In its counterclaim, the Company sought actual and compensatory damages against NCSE that it believes exceed the amount sought by NCSE on its claims, pre-judgment interest, punitive damages and all costs and expenses, including attorney’s fees, incurred by the Company in bringing its claims against NCSE.

On September 23, 2016, the Company settled this obligation with an agreement to pay $48,500 to NCSE if paid by November 4, 2016, and $75,000 if paid later. The Company has not paid the amounts as of the date of this filing and has recorded the obligation at $75,000.

Carlton Fields Jorden Burt, P.A. vs. True Nature Holding, Inc., f/k/a/ Trunity Holdings, Inc.

This action was filed on May 18, 2017 by a law firm that represented the Company prior to the spin-out of the educational software business in 2016 with the intent of collection past due invoices in the aggregate amount of $241,828.  The Company believes it has strong defenses against any such action and anticipates a settlement upon completion of certain funding activities. The Company has recorded a liability in the amount of $241,828 on its balance sheet at June 30, 2018.

230 Commerce Way, LLC vs. Trunity, Inc.

A former landlord of the Company has filed an action in New Hampshire to collect on rent from a list that existed prior to 2013. In January 2018 this action was settled by the spin out, Trunity, Inc. for a cash payment of $65,000.

Trunity, Inc.

The spin-out that now owns the former educational software business has been informed that they owe the Company from the obligations of the NCSE settlement, and the costs of the legal action. We intend to take all actions available to us to collect on these amounts.

Randstad General Partner (US) LLC D/B/A Tatum, a Randstad Company, vs. True Nature Holding, Inc.

A former service provider of the Company has filed an action in Georgia to collect the amount of $44,365 for services provided to the Company. On October 18, 2018, the Superior Court of Fulton County, State of George issued an Order & Final Judgment against the Company in the amount of $44,365 plus an additional $11,001 of accrued interest. The Company has accrued the amount of $54,366 on its balance sheet at September 30. 2018 in connection with this claim.

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Note 10 - Subsequent Events

9 Months Ended

Sep. 30, 2018

Subsequent Events [Abstract]

Subsequent Events [Text Block]

Note 10 – Subsequent Events

Effective October 15, 2018, the Company appointed Mr. James Crone to the positions of President, Interim Chief Financial Officer, Secretary, and a member of the Board of Directors. Mr. Crone was issued 600,000 shares of common stock, subject to certain vesting requirements. As of the date hereof, the Board of Directors consisted of Mr. Louis DeLuca and Mr. James Crone.

On October 3, 2018, the Company issued 100,000 shares of common stock as compensation to a member of its advisory board.

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Accounting Policies, by Policy (Policies)

9 Months Ended

Sep. 30, 2018

Accounting Policies [Abstract]

Basis of Accounting, Policy [Policy Text Block]

Basis of Accounting – The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with the instructions to interim financial reporting as prescribed by the Securities and Exchange Commission (the “SEC”). The results for the interim periods are not necessarily indicative of results for the entire year. These interim financial statements do not include all disclosures required by U.S. generally accepted accounting principles (“GAAP”), and should be read in conjunction with the consolidated financial statements and notes thereto filed with the SEC in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017. In the opinion of management, the unaudited Condensed Consolidated Financial Statements contained in this report include all known accruals and adjustments necessary for a fair presentation of the financial position, results of operations, and cash flows for the periods reported herein. Any such adjustments are of a normal recurring nature.

Use of Estimates, Policy [Policy Text Block]

Use of Estimates - The preparation of these financial statements requires our management to make estimates and assumptions about future events that affect the amounts reported in the financial statements and related notes. Future events and their effects cannot be determined with absolute certainty. Therefore, the determination of estimates requires the exercise of judgment.

Comprehensive Income, Policy [Policy Text Block]

Comprehensive Loss – Comprehensive income (loss) as defined includes all changes in equity during a period from non-owner sources. Items included in the Company’s comprehensive loss consist of unrealized gains (losses) on securities.

Cash and Cash Equivalents, Policy [Policy Text Block]

Cash -All highly liquid investments with a maturity date of three months or less at the date of purchase are cash equivalents.

Revenue Recognition, Policy [Policy Text Block]

Revenue Recognition-The restructured entity of True Nature Holding, Inc. which is focused on acquiring a series of businesses which specialize in compounding pharmacy activities, has recognized no revenues during the three and nine months ended September 30, 2018 and September 30, 2017. In fiscal 2018, the Company will recognize revenues if all of the following criteria have been met: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured.

We generate revenue from licensing and other software services from our web-based software to individuals and retailers of services to the pet care industry. We recognize licensing fees and other software services as revenue over the period of the contract at the time that the computer software is delivered and accepted by the customer, the selling price is fixed, and collection is reasonably assured, provided no significant obligations remain. We consider authoritative guidance on multiple deliverables in determining whether each deliverable represents a separate unit of accounting.

Deferred revenues represent billings or cash received in excess of revenue recognizable on service agreements that are not accounted for as revenues.

Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block]

Stock-Based Compensation-We recognize the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. Share-based compensation cost for stock options are estimated at the grant date based on each option’s fair-value as calculated by the Black-Scholes-Merton (“BSM”) option-pricing model. Share-based compensation arrangements may include stock options, restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans. Such compensation amounts, if any, are amortized over the respective vesting periods of the option grant.

Equity instruments issued to those other than employees are recorded on the basis of the fair value of the instruments. In general, the measurement date is when either a (a) performance commitment, as defined, is reached or (b) the earlier of (i) the non-employee performance is complete or (ii) the instruments are vested. The measured value related to the instruments is recognized over a period based on the facts and circumstances of each particular grant.

Convertible Instruments, Policy [Policy Text Block]

Convertible Instruments-The Company reviews the terms of convertible debt and equity instruments to determine whether there are conversion features or embedded derivative instruments including embedded conversion options that are required to be bifurcated and accounted for separately as a derivative financial instrument. In circumstances where the convertible instrument contains more than one embedded derivative instrument, including conversion options that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single compound instrument. Also, in connection with the sale of convertible debt and equity instruments, the Company may issue free standing warrants that may, depending on their terms, be accounted for as derivative instrument liabilities, rather than as equity. When convertible debt or equity instruments contain embedded derivative instruments that are to be bifurcated and accounted for separately, the total proceeds allocated to the convertible host instruments are first allocated to the fair value of the bifurcated derivative instrument. The remaining proceeds, if any, are then allocated to the convertible instruments themselves, usually resulting in those instruments being recorded at a discount from their face amount. When the Company issues debt securities, which bear interest at rates that are lower than market rates, the Company recognizes a discount, which is offset against the carrying value of the debt. Such discount from the face value of the debt, together with the stated interest on the instrument, is amortized over the life of the instrument through periodic charges to income. In addition, certain conversion features are recognized as beneficial conversion features to the extent the conversion price as defined in the convertible note is less than the closing stock price on the issuance of the convertible notes.

Warrants, Policy [Policy Text Block]

Common Stock Purchase Warrants-The Company accounts for common stock purchase warrants in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 815, Accounting for Derivative Instruments and Hedging Activities. As is consistent with its handling of stock compensation and embedded derivative instruments, the Company’s cost for stock warrants is estimated at the grant date based on each warrant’s fair-value as calculated by the BSM option-pricing model value method for valuing the impact of the expense associated with these warrants.

Stockholders' Equity, Policy [Policy Text Block]

Stockholders’ Equity-Shares of common stock issued for other than cash have been assigned amounts equivalent to the fair value of the service or assets received in exchange. Common stock share and per share amounts in these financial statements have been adjusted for the effects of a one for 101 reverse stock split that occurred in January 2016.

Earnings Per Share, Policy [Policy Text Block]

Per Share Data-Basic loss per share is computed by dividing net loss by the weighted average number of common shares outstanding for the year. Diluted loss per share is computed by dividing net loss by the weighted average number of common shares outstanding plus common stock equivalents (if dilutive) related to warrants, options and convertible instruments.

The Company has excluded all common equivalent shares outstanding for warrants, options and convertible instruments to purchase common stock from the calculation of diluted net loss per share because all such securities are antidilutive for the periods presented. As of September 30, 2018 and December 31, 2017, the Company had 142,653 warrants outstanding and 67,879 options outstanding excluded from calculation of diluted net loss.

Income Tax, Policy [Policy Text Block]

Income Taxes- The Company accounts for income taxes under the asset and liability method which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company’s condensed consolidated financial statements or tax returns. In estimating future tax consequences, the Company generally considers all expected future events other than possible enactments of changes in the tax laws or rates.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company has determined that a valuation allowance is needed due to recent taxable net operating losses, the sale of profitable divisions and the limited taxable income in the carry back periods. The effect on deferred tax assets and liabilities of a change in tax rates is recognized as income or expense in the period that includes the enactment date. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes and certain tax loss carryforwards, less any valuation allowance.

The Company accounts for uncertain tax positions as required in that a position taken or expected to be taken in a tax return is recognized in the condensed consolidated financial statements when it is more likely than not (i.e., a likelihood of more than fifty percent) that the position would be sustained upon examination by tax authorities. A recognized tax position is then measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. The Company does not have any material unrecognized tax benefits. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as components of interest expense and other expense, respectively, in arriving at pretax income or loss. The Company does not have any interest and penalties accrued. The Company is generally no longer subject to U.S. federal, state, and local income tax examinations for the years before 2012.

Business Combinations Policy [Policy Text Block]

Business Combinations- The Company accounts for business combinations by recognizing the assets acquired, liabilities assumed, contractual contingencies, and contingent consideration at their fair values on the acquisition date. The purchase price allocation process requires management to make significant estimates and assumptions, especially with respect to intangible assets, estimated contingent consideration payments and pre-acquisition contingencies. Examples of critical estimates in valuing certain of the intangible assets we have acquired or may acquire in the future include but are not limited to:

● future expected cash flows from product sales, support agreements, consulting contracts, other customer contracts, and acquired developed technologies and patents; and

● discount rates utilized in valuation estimates.

Unanticipated events and circumstances may occur that may affect the accuracy or validity of such assumptions, estimates or actual results. Additionally, any change in the fair value of the acquisition-related contingent consideration subsequent to the acquisition date, including changes from events after the acquisition date, such as changes in our estimates of relevant revenue or other targets, will be recognized in earnings in the period of the estimated fair value change. A change in fair value of the acquisition-related contingent consideration or the occurrence of events that cause results to differ from our estimates or assumptions could have a material effect on the condensed consolidated financial position, statements of operations or cash flows in the period of the change in the estimate.

Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block]

Impairment of Long-Lived Assets-Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed would be separately presented in the condensed consolidated balance sheet and reported at the lower of the carrying amount or fair value less costs to sell, and are no longer depreciated. The assets and liabilities of a disposal group classified as held-for-sale would be presented separately in the appropriate asset and liability sections of the condensed consolidated balance sheet, if material. No impairment losses have been realized for the periods presented.

Fair Value of Financial Instruments, Policy [Policy Text Block]

Financial Instruments and Fair Values-The fair value of a financial instrument represents the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. Fair value estimates are made at a specific point in time, based upon relevant market information about the financial instrument. In determining fair value, we use various valuation methodologies and prioritize the use of observable inputs. We assess the inputs used to measure fair value using a three-tier hierarchy based on the extent to which inputs used in measuring fair value are observable in the market:

Level 1 – inputs include exchange quoted prices for identical instruments and are the most observable.

Level 2 – inputs include brokered and/or quoted prices for similar assets and observable inputs such as interest rates.

Level 3 – inputs include data not observable in the market and reflect management judgment about the assumptions market participants would use in pricing the asset or liability.

The use of observable and unobservable inputs and their significant in measuring fair value are reflected in our hierarchy assessment. The carrying amount of cash, prepaid assets, accounts payable and accrued liabilities approximates fair value due to the short-term maturities of these instruments. Because cash and cash equivalents are readily liquidated, management classifies these values as Level 1. The fair value of the debentures, approximate their book value as the instruments are short-term in nature and contain market rates of interest. Because there is no ready market or observable transactions, management classifies the debentures as Level 3.

New Accounting Pronouncements, Policy [Policy Text Block]

Recently Issued Accounting Standards-There are various other updates recently issued, most of which represent technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company’s condensed consolidated financial position, results of operations or cash flows.

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Note 7 - Stock Options (Tables)

9 Months Ended

Sep. 30, 2018

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Share-based Compensation, Stock Options, Activity [Table Text Block]

A summary of options issued, exercised and cancelled are as follows:

	Shares		Weighted- Average Exercise Price ($)		Weighted- Average Remaining Contractual Term		Aggregate Intrinsic Value ($)
Outstanding at December 31, 2017		67,879	$	21.40		4.67		—
Granted		—		—		—		—
Cancelled		—		—		—		—
Outstanding at September 30, 2018		67,879	$	21.40		4.67		—
Exercisable at September 30, 2018		67,879	$	21.40		4.67		—

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Note 8 - Stock Warrants (Tables)

9 Months Ended

Sep. 30, 2018

Disclosure Text Block Supplement [Abstract]

Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block]

A summary of warrants issued, exercised and expired are as follows:

	Shares		Weighted- Average Exercise Price ($)		Weighted- Average Remaining Contractual Term
Outstanding at December 31, 2017		142,653	$	17.42		1.00
Granted		—		—		—
Expired		—		—		—
Outstanding at September 30, 2018		142,653	$	17.42		0.75
Exercisable at September 30, 2018		142,653	$	17.42		0.75

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Note 1 - Description of Business (Details) - $ / shares		9 Months Ended
	Jan. 16, 2016	Sep. 30, 2018	Dec. 31, 2017
Disclosure Text Block [Abstract]
Stockholders' Equity, Reverse Stock Split	one for 101
Capital Stock, Share Authorized		510,000,000
Common Stock, Shares Authorized		500,000,000	500,000,000
Common Stock, Par or Stated Value Per Share (in Dollars per share)		$ 0.01	$ 0.01
Preferred Stock, Shares Authorized		10,000,000	10,000,000
Preferred Stock, Par or Stated Value Per Share (in Dollars per share)		$ 0.01	$ 0.01

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Note 2 - Summary of Significant Accounting Policies (Details) - shares		9 Months Ended	12 Months Ended
	Jan. 16, 2016	Sep. 30, 2018	Dec. 31, 2017
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items]
Stockholders' Equity, Reverse Stock Split	one for 101
Employee Stock Option [Member]
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount		142,653	142,653
Warrant [Member]
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount		67,879	67,879

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Note 3 - Financial Condition and Going Concern (Details) - USD ($)	Sep. 30, 2018	Dec. 31, 2017	Sep. 30, 2017	Dec. 31, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Cash and Cash Equivalents, at Carrying Value	$ 9,110	$ 0	$ 55	$ 0
Liabilities, Current	$ 1,481,393	$ 1,387,251

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Note 4 - Related Party Transactions (Details)																				3 Months Ended		6 Months Ended		9 Months Ended
	Sep. 24, 2018 USD ($) shares	Aug. 14, 2018 USD ($) shares	Jul. 24, 2018 USD ($) shares	Jun. 14, 2018 USD ($) shares	Jun. 13, 2018 USD ($) shares	Apr. 23, 2018 USD ($) $ / shares shares	Jan. 29, 2018 USD ($) shares	Sep. 26, 2017 USD ($) shares	Aug. 23, 2017 USD ($) shares	Aug. 10, 2017 USD ($) shares	Aug. 07, 2017 USD ($) shares	Jul. 10, 2017 USD ($)	Jul. 07, 2017 USD ($) shares	Apr. 28, 2017 shares	Mar. 08, 2017 USD ($) $ / shares shares	Feb. 14, 2017 USD ($) $ / shares shares	Feb. 07, 2017 USD ($) shares	Jan. 25, 2017 shares	Jan. 24, 2017 USD ($) shares	Jun. 30, 2018 USD ($) shares	Mar. 31, 2017 USD ($) shares	Jun. 30, 2018 USD ($) shares	Jun. 30, 2017 USD ($)	Sep. 30, 2018 USD ($)	Sep. 30, 2017 USD ($) $ / shares shares	Dec. 31, 2017 USD ($)
Note 4 - Related Party Transactions (Details) [Line Items]
Debt Conversion, Original Debt, Amount				$ 60,000				$ 76,986								$ 12,000								$ 501,907	$ 39,860
Stock Issued During Period, Shares, Other (in Shares) | shares																85,714
Stock Issued During Period, Shares, New Issues (in Shares) | shares		249,902				600,000
Stock Issued During Period, Value, New Issues		$ 22,491				$ 48,000
Stock Issued During Period, Shares, Share-based Compensation, Gross (in Shares) | shares								200,000
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights																The shares are subject to reverse vesting that requires him to stay with the company for three (3) years (1/3 per year) and achieve certain management objectives in order to keep all of the shares		The shares are subject to reverse vesting that requires him to stay with the company for three (3) years (1/3 per year) and achieve certain management objectives to keep all of the shares.
Shares Issued, Price Per Share (in Dollars per share) | $ / shares															$ 0.30
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares				1,100,000				987,000
Debt Conversion, Converted Instrument, Amount				$ 95,700						$ 7,860
Gain (Loss) on Extinguishment of Debt				$ (35,700)
Debt Instrument, Face Amount												$ 75,000
Increase (Decrease) in Other Accrued Liabilities		$ (22,491)
Stock Issued During Period, Shares, Issued for Services (in Shares) | shares		2,250,098						400,000	30,000																1,173,637
Stock Issued During Period, Value, Issued for Services		$ 202,509						$ 31,200	$ 2,700																$ 173,637
Other Accrued Liabilities, Current		$ 58,000
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures (in Shares) | shares															100,000
Stock Issued During Period, Value, Share-based Compensation, Net of Forfeitures															$ 30,000
Stock Issued During Period, Shares, Restricted Stock Award, Gross (in Shares) | shares										500,000			500,000			500,000		500,000				150,000
Allocated Share-based Compensation Expense																							$ 15,236
Stock Issued During Period, Value, Restricted Stock Award, Gross																$ 11,088						$ 13,850
Share Price (in Dollars per share) | $ / shares																$ 0.14
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period (in Shares) | shares													100,000
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period (in Shares) | shares													400,000
Due to Officers or Stockholders, Current													$ 33,333
Debt Instrument, Description												The note payable is due 90 days from the date the Company receives funding in the amount of $1,000,000
Debt Instrument, Interest Rate, Stated Percentage												12.00%
Stock Repurchased and Retired During Period, Shares (in Shares) | shares										2,150,000
Stock Repurchased and Retired During Period, Value										$ 21,500
Stock to Be Issued for Debt, Shares (in Shares) | shares								25,000			25,000														987,000
Stock to be Issued for Debt											$ 3,573													0	$ 76,986
Interest Expense, Debt								$ 1,950
Share-based Compensation								$ 15,600																359,280	235,034
Stock Payable																								$ 50,036	$ 76,986	$ 39,886
Shares to Be Issued for Services (in Shares) | shares								200,000
Officer [Member]
Note 4 - Related Party Transactions (Details) [Line Items]
Debt Conversion, Original Debt, Amount							$ 93,333
Stock Issued During Period, Shares, Other (in Shares) | shares							897,432
Stock Issued During Period, Value, Other							$ 93,333
Debt Conversion, Converted Instrument, Amount																						50,000
Interest Expense, Related Party																						4,500
Debt Instrument, Face Amount																				$ 75,000		$ 75,000
Affiliated Entity [Member]
Note 4 - Related Party Transactions (Details) [Line Items]
Debt Conversion, Original Debt, Amount						$ 96,000
Stock Issued During Period, Shares, New Issues (in Shares) | shares						600,000
Stock Issued During Period, Value, New Issues						$ 48,000
President [Member]
Note 4 - Related Party Transactions (Details) [Line Items]
Stock Issued During Period, Shares, Share-based Compensation, Gross (in Shares) | shares			312,499		100,000	500,000
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights						(i) 100,000 shares vest when the President has been employed 90 days from the effective date of the employment agreement; (ii) 100,000 shares vest when the President has been employed one year from the effective date of the employment agreement; (iii) 100,000 shares vest when the President has been employed two years from the effective date of the employment agreement; (iv) 100,000 shares vest when the Company completes a capital raise of $2,000,000; (v) 100,000 shares vest when the Company reports $20,000,000 in gross revenue
Shares Issued, Price Per Share (in Dollars per share) | $ / shares						$ 0.10
Stock Issued During Period, Value, Share-based Compensation, Gross			$ 25,000		$ 8,380	$ 50,000
Allocated Share-based Compensation Expense, Net of Tax																				$ 13,740
Stock Issued During Period, Shares, Share-based Compensation, Forfeited (in Shares) | shares																				400,000
Board of Directors Chairman [Member]
Note 4 - Related Party Transactions (Details) [Line Items]
Stock Issued During Period, Shares, Share-based Compensation, Gross (in Shares) | shares				100,000
Stock Issued During Period, Value, Share-based Compensation, Gross				$ 9,000
Board Member [Member]
Note 4 - Related Party Transactions (Details) [Line Items]
Stock Issued During Period, Shares, Share-based Compensation, Gross (in Shares) | shares				100,000
Stock Issued During Period, Value, Share-based Compensation, Gross				$ 9,000
Stock Issued During Period, Shares, Issued for Services (in Shares) | shares	100,000
Stock Issued During Period, Value, Issued for Services	$ 13,000
Chief Operating Officer [Member]
Note 4 - Related Party Transactions (Details) [Line Items]
Stock Issued During Period, Shares, Share-based Compensation, Gross (in Shares) | shares			369,500
Stock Issued During Period, Value, Share-based Compensation, Gross			$ 29,560
Two Board Member [Member]
Note 4 - Related Party Transactions (Details) [Line Items]
Stock Issued During Period, Shares, Issued for Services (in Shares) | shares	200,000
Stock Issued During Period, Value, Issued for Services	$ 26,000
Director [Member]
Note 4 - Related Party Transactions (Details) [Line Items]
Stock Issued During Period, Shares, New Issues (in Shares) | shares																	200,000								250,000
Stock Issued During Period, Value, New Issues																	$ 22,000								$ 47,000
Shares Issued, Price Per Share (in Dollars per share) | $ / shares																									$ 0.11
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures (in Shares) | shares																			25,000
Stock Issued During Period, Value, Share-based Compensation, Net of Forfeitures																			$ 3,500
Stock Issued During Period, Shares, Restricted Stock Award, Gross (in Shares) | shares																	100,000
Number of Board Members																	1
Stock Issued During Period, Value, Restricted Stock Award, Gross																	$ 11,000
Director of Corporate Communications [Member]
Note 4 - Related Party Transactions (Details) [Line Items]
Stock Issued During Period, Shares, Restricted Stock Award, Gross (in Shares) | shares														500,000
Allocated Share-based Compensation Expense																					$ 48,000
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period														3 years
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Forfeitures (in Shares) | shares														400,000
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period (in Shares) | shares																					100,000
Accounts Payable [Member]
Note 4 - Related Party Transactions (Details) [Line Items]
Debt Conversion, Original Debt, Amount							$ 54,815									$ 20,000
Stock Issued During Period, Shares, Other (in Shares) | shares							527,064									142,857						5,817,122			228,571
Stock Issued During Period, Value, Other							$ 54,815									$ 20,000						$ 534,767			$ 32,000
Share Price (in Dollars per share) | $ / shares																$ 0.14
Employment Agreement, Monthly Salary 2017 [Member]
Note 4 - Related Party Transactions (Details) [Line Items]
Debt Conversion, Original Debt, Amount																$ 4,000
Shares Issued for Services [Member]
Note 4 - Related Party Transactions (Details) [Line Items]
Stock Issued During Period, Shares, Issued for Services (in Shares) | shares																258,637
Stock Issued During Period, Value, Issued for Services																$ 36,210
Share Price (in Dollars per share) | $ / shares																$ 0.14

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Note 5 - Debt (Details) - USD ($)																					3 Months Ended	9 Months Ended		12 Months Ended
	Sep. 18, 2018	Aug. 14, 2018	Aug. 13, 2018	Aug. 10, 2018	Jul. 26, 2018	Jul. 05, 2018	Jun. 14, 2018	Apr. 18, 2018	Sep. 26, 2017	Aug. 23, 2017	Aug. 10, 2017	Jul. 10, 2017	Feb. 14, 2017	Dec. 30, 2016	Sep. 30, 2016	Sep. 19, 2016	May 19, 2016	Mar. 18, 2016	Nov. 30, 2014	Aug. 31, 2014	Sep. 30, 2018	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2016	Dec. 31, 2017	Mar. 08, 2017
Note 5 - Debt (Details) [Line Items]
Debt Instrument, Interest Rate, Stated Percentage												12.00%
Debt Instrument, Face Amount												$ 75,000
Stock Issued During Period, Shares, Other (in Shares)													85,714
Shares Issued, Price Per Share (in Dollars per share)																										$ 0.30
Stock Issued During Period, Shares, Conversion of Convertible Securities (in Shares)											25,000
Stock Issued During Period, Value, Conversion of Convertible Securities											$ 3,750
Debt Conversion, Converted Instrument, Amount							$ 95,700				$ 7,860
Debt Conversion, Converted Instrument, Shares Issued (in Shares)							1,100,000		987,000
Interest Payable, Current																					$ 67,889	$ 67,889			$ 50,665
Amortization of Debt Discount (Premium)																						$ 1,529	$ 0
Class of Warrant or Rights, Granted (in Shares)																						0
Interest Expense, Debt									$ 1,950
Debt Conversion, Original Debt, Amount							$ 60,000		$ 76,986				$ 12,000									$ 501,907	$ 39,860
Gain (Loss) on Extinguishment of Debt							$ (35,700)
Stock Issued During Period, Shares, Issued for Services (in Shares)		2,250,098							400,000	30,000													1,173,637
P3 Compounding of Georgia, LLC [Member]
Note 5 - Debt (Details) [Line Items]
Debt Instrument, Interest Rate, Stated Percentage														10.50%
Debt Instrument, Face Amount																								$ 52,000
Debt Instrument, Fee Amount														$ 2,000
Debt Instrument, Periodic Payment														451.75
Debt Instrument, Unamortized Discount																								22,280
Amortization of Debt Discount (Premium)																								22,280
Proceeds from Short-term Debt														$ 50,000
Debt Instrument, Term														160 days
Debt Instrument, Frequency of Periodic Payment														repayment amount of $451.75 per day
Notes Payable																								74,104
Power Up Note 3 [Member]
Note 5 - Debt (Details) [Line Items]
Debt Instrument, Interest Rate, Stated Percentage	12.00%																	12.00%
Debt Instrument, Face Amount	$ 38,000
Interest Payable, Current	150
Debt Instrument, Convertible, Beneficial Conversion Feature	3,000
Amortization of Debt Discount (Premium)	$ 126
Debt Instrument, Convertible, Terms of Conversion Feature	Under the Power Up Note 3, Power Up may convert all or a portion of the outstanding principal of the Power Up Note 3 into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Power Up Note 3, at a price equal to 61% of the average of the lowest two trading prices during the 15 trading day period ending on the last complete trading date prior to the date of conversion, provided, however, that Power Up may not convert the Power Up Note 3 to the extent that such conversion would result in beneficial ownership by Power Up and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock
Debt Instrument, Payment Terms	If the Company prepays the Power Up Note 3 within 30 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 110%; if such prepayment is made between the 31st day and the 60th day after the issuance of the Power Up Note 3, then such redemption premium is 115%; if such prepayment is made from the sixty first 61st to the 90th day after issuance, then such redemption premium is 120%; and if such prepayment is made from the 91st to the 180th day after issuance, then such redemption premium is 125%. After the 180th day following the issuance of the Power Up Note 3, there shall be no further right of prepayment
Convertible Note A [Member]
Note 5 - Debt (Details) [Line Items]
Debt Instrument, Face Amount																		$ 60,000
Stock Issued During Period, Shares, Other (in Shares)																15,000		15,000
Shares Issued, Price Per Share (in Dollars per share)																$ 0.30
Debt Instrument, Fee Amount																$ 4,050
Interest Payable, Current																					16,260	16,260			10,860
Debt Instrument, Periodic Payment																		$ 1,000
Debt Instrument, Convertible, Conversion Price (in Dollars per share)																		$ 1.00
Debt Instrument, Unamortized Discount																		$ 18,750
Debt Instrument, Convertible, Beneficial Conversion Feature																		$ 9,375
Amortization of Debt Discount (Premium)																						9		28,125
Convertible Note B [Member]
Note 5 - Debt (Details) [Line Items]
Debt Instrument, Interest Rate, Stated Percentage																	10.00%
Debt Instrument, Face Amount																	$ 100,000
Stock Issued During Period, Shares, Other (in Shares)															400,000
Debt Instrument, Unamortized Discount																	$ 100,000
Warrant Term																	24 months
Class of Warrant or Rights, Granted (in Shares)																	66,666
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share)																	$ 2.50
Warrants, Fair Value of Warrants, Granted																	$ 103,086
Interest Expense, Debt																	$ 3,086
Stock Issued During Period, Value, Other															$ 120,000
Gain (Loss) on Extinguishment of Debt																								(16,329)
Series C Debenture [Member]
Note 5 - Debt (Details) [Line Items]
Debt Instrument, Interest Rate, Stated Percentage																				10.00%
Debt Instrument, Face Amount																				$ 100,000
Interest Payable, Current																					43,816	43,816			35,504
Debt Instrument, Convertible, Conversion Price (in Dollars per share)																				$ 20.20
Class of Warrant or Rights, Granted (in Shares)																				4,950
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share)																				$ 20.20
Convertible Debt																				$ 110,833	110,833	110,833
Series D Debenture [Member]
Note 5 - Debt (Details) [Line Items]
Debt Instrument, Interest Rate, Stated Percentage																			12.00%
Debt Instrument, Face Amount																			$ 10,000
Debt Instrument, Convertible, Conversion Price (in Dollars per share)																			$ 16.67
Class of Warrant or Rights, Granted (in Shares)																			495
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share)																			$ 20.20
Convertible Debt																			$ 11,333		11,333	11,333
Interest Payable																					5,321	5,321			$ 4,301
July 2017 Note [Member]
Note 5 - Debt (Details) [Line Items]
Debt Instrument, Interest Rate, Stated Percentage												12.00%
Debt Instrument, Face Amount												$ 75,000
Interest Expense, Debt																					2,250
Debt Instrument, Maturity Date, Description												The July 2017 Note is due no later than 90 days after the receipt of a minimum of $1,000,000 of funding.
July 2018 RU Note [Member]
Note 5 - Debt (Details) [Line Items]
Debt Instrument, Interest Rate, Stated Percentage					12.00%
Debt Instrument, Face Amount					$ 30,000
Interest Payable, Current																					661	661
Debt Instrument, Term					6 months
Stock Issued During Period, Shares, Issued for Services (in Shares)					20,000
Power Up Note 1 [Member]
Note 5 - Debt (Details) [Line Items]
Debt Instrument, Interest Rate, Stated Percentage						12.00%
Debt Instrument, Face Amount						$ 38,000
Interest Payable, Current																					1,087	1,087
Debt Instrument, Convertible, Beneficial Conversion Feature																					3,000
Amortization of Debt Discount (Premium)																					873
Debt Instrument, Convertible, Terms of Conversion Feature						Under the Power Up Note 1, Power Up may convert all or a portion of the outstanding principal of the Power Up Note 1 into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Power Up Note 1, at a price equal to 61% of the average of the lowest two trading prices during the 15 trading day period ending on the last complete trading date prior to the date of conversion, provided, however, that Power Up may not convert the Power Up Note 1 to the extent that such conversion would result in beneficial ownership by Power Up and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock
Debt Instrument, Payment Terms						If the Company prepays the Power Up Note 1 within 30 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 110%; if such prepayment is made between the 31st day and the 60th day after the issuance of the Power Up Note 1, then such redemption premium is 115%; if such prepayment is made from the sixty first 61st to the 90th day after issuance, then such redemption premium is 120%; and if such prepayment is made from the 91st to the 180th day after issuance, then such redemption premium is 125%. After the 180th day following the issuance of the Power Up Note 1, there shall be no further right of prepayment
Power Up Note 2 [Member]
Note 5 - Debt (Details) [Line Items]
Debt Instrument, Interest Rate, Stated Percentage				12.00%
Debt Instrument, Face Amount				$ 33,000
Interest Payable, Current																					564	$ 564
Debt Instrument, Convertible, Beneficial Conversion Feature																					3,000
Amortization of Debt Discount (Premium)																					$ 531
Debt Instrument, Convertible, Terms of Conversion Feature				Under the Power Up Note 2, Power Up may convert all or a portion of the outstanding principal of the Power Up Note 2 into shares of Common Stock beginning on the date which is 180 days from the issuance date of the Power Up Note 2, at a price equal to 61% of the average of the lowest two trading prices during the 15 trading day period ending on the last complete trading date prior to the date of conversion, provided, however, that Power Up may not convert the Power Up Note 2 to the extent that such conversion would result in beneficial ownership by Power Up and its affiliates of more than 4.99% of the Company’s issued and outstanding Common Stock
Debt Instrument, Payment Terms				If the Company prepays the Power Up Note 2 within 30 days of its issuance, the Company must pay all of the principal at a cash redemption premium of 110%; if such prepayment is made between the 31st day and the 60th day after the issuance of the Power Up Note 2, then such redemption premium is 115%; if such prepayment is made from the sixty first 61st to the 90th day after issuance, then such redemption premium is 120%; and if such prepayment is made from the 91st to the 180th day after issuance, then such redemption premium is 125%. After the 180th day following the issuance of the Power Up Note, there shall be no further right of prepayment
Extending the Convertible Debt Due Date [Member]
Note 5 - Debt (Details) [Line Items]
Debt Conversion, Converted Instrument, Amount			$ 6,750					$ 7,500
Debt Conversion, Converted Instrument, Shares Issued (in Shares)			75,000					75,000
Principal [Member]
Note 5 - Debt (Details) [Line Items]
Stock Issued During Period, Shares, Conversion of Convertible Securities (in Shares)																							50,000
Stock Issued During Period, Value, Conversion of Convertible Securities																							$ 5,523
Principal [Member] | Convertible Note B [Member]
Note 5 - Debt (Details) [Line Items]
Debt Conversion, Original Debt, Amount																								100,000
Interest Expense [Member] | Convertible Note B [Member]
Note 5 - Debt (Details) [Line Items]
Debt Conversion, Original Debt, Amount																								$ 3,671

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Note 6 - Stockholders' Deficit (Details) - USD ($)													3 Months Ended		6 Months Ended	9 Months Ended
	Aug. 14, 2018	Jun. 14, 2018	Apr. 23, 2018	Jan. 29, 2018	Sep. 26, 2017	Aug. 23, 2017	Aug. 10, 2017	Aug. 07, 2017	Jul. 07, 2017	Feb. 14, 2017	Feb. 07, 2017	Jan. 25, 2017	Sep. 30, 2018	Sep. 30, 2017	Jun. 30, 2018	Sep. 30, 2018	Sep. 30, 2017	Mar. 08, 2017
Note 6 - Stockholders' Deficit (Details) [Line Items]
Stock Issued During Period, Value, New Issues	$ 22,491		$ 48,000
Stock Issued During Period, Shares, New Issues (in Shares)	249,902		600,000
Shares Issued, Price Per Share (in Dollars per share)																		$ 0.30
Stock Issued During Period, Shares, Issued for Services (in Shares)	2,250,098				400,000	30,000											1,173,637
Stock Issued During Period, Value, Issued for Services	$ 202,509				$ 31,200	$ 2,700											$ 173,637
Stock Issued During Period, Shares, Restricted Stock Award, Gross (in Shares)							500,000		500,000	500,000		500,000			150,000
Stock Issued During Period, Value, Restricted Stock Award, Gross										$ 11,088					$ 13,850
Debt Conversion, Converted Instrument, Shares Issued (in Shares)		1,100,000			987,000
Debt Conversion, Original Debt, Amount		$ 60,000			$ 76,986					$ 12,000						$ 501,907	39,860
Stock Issued During Period, Shares, Conversion of Convertible Securities (in Shares)							25,000
Stock Issued During Period, Value, Conversion of Convertible Securities							$ 3,750
Debt Conversion, Converted Instrument, Amount		$ 95,700					$ 7,860
Gains (Losses) on Restructuring of Debt																	4,110
Stock Issued During Period, Shares, Other (in Shares)										85,714
Loss on Conversion of Accounts Payable													$ 3,240	$ 4,110	$ (32,860)	(32,860)	$ 4,110
Stock to Be Issued for Debt, Shares (in Shares)					25,000			25,000									987,000
Stock to be Issued for Debt								$ 3,573								$ 0	$ 76,986
Stock Repurchased and Retired During Period, Shares (in Shares)							2,150,000
Director [Member]
Note 6 - Stockholders' Deficit (Details) [Line Items]
Stock Issued During Period, Value, New Issues											$ 22,000						$ 47,000
Stock Issued During Period, Shares, New Issues (in Shares)											200,000						250,000
Shares Issued, Price Per Share (in Dollars per share)														$ 0.11			$ 0.11
Stock Issued During Period, Shares, Restricted Stock Award, Gross (in Shares)											100,000
Stock Issued During Period, Value, Restricted Stock Award, Gross											$ 11,000
Convertible Debt [Member]
Note 6 - Stockholders' Deficit (Details) [Line Items]
Debt Conversion, Converted Instrument, Shares Issued (in Shares)																	15,000
Debt Conversion, Original Debt, Amount																	$ 1,500
Accrued Compensation [Member]
Note 6 - Stockholders' Deficit (Details) [Line Items]
Stock Issued During Period, Shares, Issued for Services (in Shares)																4,100,000
Stock Issued During Period, Value, Issued for Services																$ 345,430
Principal [Member]
Note 6 - Stockholders' Deficit (Details) [Line Items]
Stock Issued During Period, Shares, Conversion of Convertible Securities (in Shares)																	50,000
Stock Issued During Period, Value, Conversion of Convertible Securities																	$ 5,523
Accrued Interest [Member]
Note 6 - Stockholders' Deficit (Details) [Line Items]
Stock Issued During Period, Shares, Conversion of Convertible Securities (in Shares)																	25,000
Stock Issued During Period, Value, Conversion of Convertible Securities																	$ 3,750
Debt Conversion, Converted Instrument, Amount																	$ 7,860
Accounts Payable [Member]
Note 6 - Stockholders' Deficit (Details) [Line Items]
Debt Conversion, Original Debt, Amount				$ 54,815						$ 20,000
Stock Issued During Period, Shares, Other (in Shares)				527,064						142,857					5,817,122		228,571
Stock Issued During Period, Value, Other				$ 54,815						$ 20,000					$ 534,767		$ 32,000

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Note 7 - Stock Options (Details) - Share-based Compensation, Stock Options, Activity - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2018	Dec. 31, 2017
Share-based Compensation, Stock Options, Activity [Abstract]
Options Outstanding, Shares		67,879
Options Outstanding, Weighted- Average Exercise Price		$ 21.40
Options Outstanding, Weighted- Average Remaining Contractual Term	4 years 244 days	4 years 244 days
Options Outstanding, Aggregate Intrinsic Value	$ 0	$ 0
Options Exercisable, Shares	67,879
Options Exercisable, Weighted- Average Exercise Price	$ 21.40
Options Exercisable, Weighted- Average Remaining Contractual Term	4 years 244 days
Options Exercisable, Aggregate Intrinsic Value	$ 0
Options Granted, Shares	0
Options Granted, Weighted- Average Exercise Price	$ 0
Options Cancelled, Shares	0
Options Cancelled, Weighted- Average Exercise Price	$ 0
Options Outstanding, Shares	67,879
Options Outstanding, Weighted- Average Exercise Price	$ 21.40

XML

Note 8 - Stock Warrants (Details)	Jan. 16, 2016
Disclosure Text Block Supplement [Abstract]
Stockholders' Equity, Reverse Stock Split	one for 101

XML

Note 8 - Stock Warrants (Details) - Schedule of Stockholders' Equity Note, Warrants or Rights - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2018	Dec. 31, 2017
Schedule of Stockholders' Equity Note, Warrants or Rights [Abstract]
Warrants, Outstanding		142,653
Warrants, Outstanding Weighted-Average Exercise Price	$ 17.42	$ 17.42
Warrants, Outstanding Weighted-Average Remaining Contractual Terms	9 months	1 year
Warrants, Exercisable	142,653
Warrants, Exercisable Weighted-Average Exercise Price	$ 17.42
Warrants, Exercisable Weighted-Average Remaining Contractual Terms	9 months
Warrants, Granted	0
Warrants, Granted Weighted-Average Exercise Price	$ 0
Warrants, Expired	0
Warrants, Expired Weighted-Average Exercise Price	$ 0
Warrants, Outstanding	142,653

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Note 9 - Commitments and Contingencies (Details) - USD ($)						1 Months Ended	3 Months Ended
	Oct. 18, 2018	May 18, 2017	Nov. 04, 2016	Sep. 23, 2016	Dec. 16, 2015	Jan. 31, 2018	Sep. 30, 2018	Jun. 30, 2018
Note 9 - Commitments and Contingencies (Details) [Line Items]
Loss Contingency, Damages Sought					The complaint seeks damages in the amount of $177,270, inclusive of attorney’s fees, costs and accrued interest, continuing interest in the amount of 12% per annum and attorney’s fees and costs of collection relating to the case.
Loss Contingency, Damages Sought, Value		$ 241,828			$ 177,270
Loss Contingency, Damages Awarded, Value			$ 75,000	$ 48,500
Settlement Liabilities, Current							$ 75,000
Estimated Litigation Liability, Current								$ 241,828
Litigation Settlement, Expense						$ 65,000
Former Service Provider Vs. Company [Member]
Note 9 - Commitments and Contingencies (Details) [Line Items]
Loss Contingency, Damages Sought, Value							$ 44,365
Litigation Settlement, Amount Awarded to Other Party	$ 44,365
Litigation Settlement Interest	11,001
Gain (Loss) Related to Litigation Settlement	$ (54,366)

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Note 10 - Subsequent Events (Details) - shares	Oct. 15, 2018	Oct. 03, 2018
Subsequent Event [Member]
Note 10 - Subsequent Events (Details) [Line Items]
Stock Issued During Period, Shares, Share-based Compensation, Gross	600,000	100,000