XBRL Proof

XBRL File

 
Document - Document and Entity Information
Document - Document and Entity Information (USD $) 9 Months Ended  
( custom:DocumentAndEntityInformationAbstract [Extension] )    
  Sep. 30, 2018 Nov. 16, 2018
     
     
     
Entity Registrant Name Rocky Mountain High Brands, Inc.  
( dei:EntityRegistrantName )    
Entity Central Index Key 0001670869  
( dei:EntityCentralIndexKey )    
Document Type 10-Q  
( dei:DocumentType )    
Document Period End Date 2018-09-30  
( dei:DocumentPeriodEndDate )    
Amendment Flag false  
( dei:AmendmentFlag )    
Amendment Description    
( dei:AmendmentDescription )    
Current Fiscal Year End Date --12-31  
( dei:CurrentFiscalYearEndDate )    
Is Entity a Well-known Seasoned Issuer?    
( dei:EntityWellKnownSeasonedIssuer )    
Is Entity a Voluntary Filer?    
( dei:EntityVoluntaryFilers )    
Is Entity's Reporting Status Current? Yes  
( dei:EntityCurrentReportingStatus )    
Is Entity Emerging Growth Company? true  
( dei:EntityEmergingGrowthCompany )    
Elected Not To Use the Extended Transition Period false  
( dei:EntityExTransitionPeriod )    
Entity Filer Category Non-accelerated Filer  
( dei:EntityFilerCategory )    
Entity Small Business true  
( dei:EntitySmallBusiness )    
Entity Public Float    
( dei:EntityPublicFloat )    
Entity Common Stock, Shares Outstanding   1,833,939,135
( dei:EntityCommonStockSharesOutstanding )    
Document Fiscal Period Focus Q3  
( dei:DocumentFiscalPeriodFocus )    
Document Fiscal Year Focus 2018  
( dei:DocumentFiscalYearFocus )    
(End Document - Document and Entity Information)
 
Statement - Balance Sheets
Statement - Balance Sheets (USD $)    
( us-gaap:StatementOfFinancialPositionAbstract )    
  Sep. 30, 2018 Dec. 31, 2017
     
     
     
CURRENT ASSETS    
( us-gaap:AssetsCurrentAbstract )    
    Cash 70,497 16,983
    ( us-gaap:Cash )    
    Accounts Receivable, net of allowance of $2,801 and $195,632, respectively 47,141 2,844
    ( us-gaap:AccountsReceivableNet )    
    Inventory 139,022 82,312
    ( us-gaap:InventoryNet )    
    Prepaid Expenses and Other Current Assets 421,601 634,722
    ( us-gaap:PrepaidExpenseCurrentAndNoncurrent )    
    TOTAL CURRENT ASSETS 678,261 736,861
    ( us-gaap:AssetsCurrent )    
    Property and Equipment, net 34,192 35,681
    ( us-gaap:PropertyPlantAndEquipmentNet )    
    Intangible Assets - FitWhey Brands 132,141
    ( custom:IntangibleAssetsFitWhey [Extension] )    
Other Assets 59,341 29,093
( us-gaap:OtherAssets )    
TOTAL ASSETS 903,935 801,635
( us-gaap:AssetsNoncurrent )    
LIABILITIES AND SHAREHOLDERS' DEFICIT    
====>>>ELEMENT REQUIRED    
CURRENT LIABILITIES    
( us-gaap:LiabilitiesCurrentAbstract )    
    Accounts Payable and Accrued Liabilities 621,278 750,807
    ( us-gaap:AccountsPayableAndAccruedLiabilitiesCurrentAndNoncurrent )    
    Related Party Convertible Notes Payable, net of debt discount 174,456
    ( us-gaap:NotesPayableRelatedPartiesCurrentAndNoncurrent )    
    Convertible Notes Payable, net of debt discount 689,362 677,698
    ( us-gaap:ConvertibleNotesPayableCurrent )    
    Notes Payable 40,674 549,936
    ( us-gaap:NotesPayableRelatedPartiesNoncurrent )    
    Accrued Interest 24,866 81,248
    ( us-gaap:AccruedLiabilitiesCurrent )    
    Derivative Liability 292,410 5,609,389
    ( us-gaap:DerivativeLiabilities )    
    TOTAL CURRENT LIABILITIES 1,668,590 7,843,534
    ( us-gaap:LiabilitiesCurrent )    
SHAREHOLDERS' DEFICIT    
====>>>ELEMENT REQUIRED    
    Preferred Stock - Series A - Par Value of $.001; 1,000,000 shares designated; 1,000,000 shares issued and outstanding as of September 30, 2018 and December 31, 2017 1,000 1,000
    ( us-gaap:PreferredStockValue )    
    Preferred Stock - Series B - Par Value of $.001; 7,000,000 shares designated; No shares issued and outstanding    
    ( custom:PreferredStockSeriesBParValueOf0019000000SharesAuthorizedAsOfDecember312015June302015And20140SharesOutstandingAsOfDecember312015June302015And2014 [Extension] )    
    Preferred Stock - Series C - Par Value of $.001; 2,000,000 shares designated; No shares issued and outstanding    
    ( custom:PreferredStockSeriesCParValueOf0012000000SharesAuthorizedAsOfDecember3120151107607AndZeroSharesIssuedAndOutstandingAsOfDecember312015AndJune302015Respectively [Extension] )    
    Preferred Stock - Series D - Par Value of $.001; 2,000,000 shares designated; No shares issued and outstanding    
    ( us-gaap:SeriesDPreferredStockMember )    
        Preferred Stock - Series E - Par Value of $.001; 789,474 shares designated; No shares issued and outstanding    
        ( custom:PreferredStockE [Extension] )    
    Common Stock - Par Value of $.001; 4,000,000,000 shares authorized; 1,708,962,647 shares issued and outstanding as of September 30, 2018; 1,159,706,457 shares issued and outstanding as of December 31, 2017 1,708,963 1,159,706
    ( us-gaap:CommonStockValue )    
    Additional Paid-In Capital 33,889,627 23,459,809
    ( us-gaap:AdditionalPaidInCapital )    
    Accumulated Deficit (36,364,245) (31,662,414)
    ( us-gaap:RetainedEarningsAccumulatedDeficit )    
TOTAL SHAREHOLDERS’ DEFICIT (764,655) (7,041,899)
( us-gaap:StockholdersEquity )    
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT 903,935 801,635
( us-gaap:LiabilitiesAndStockholdersEquity )    
(End Statement - Balance Sheets)
 
Statement - Balance Sheets (Parenthetical)
Statement - Balance Sheets (Parenthetical) (USD $)    
( us-gaap:StockTransactionsParentheticalDisclosuresAbstract )    
  Sep. 30, 2018 Dec. 31, 2017
     
     
     
Preferred Stock Series A Par value 0.001 0.001
( us-gaap:PreferredStockParOrStatedValuePerShare )    
Preferred Stock Series A shares designated 1,000,000 1,000,000
( us-gaap:PreferredStockSharesAuthorized )    
Preferred Stock Series A, shares issued 1,000,000 1,000,000
( us-gaap:PreferredStockSharesIssued )    
Preferred Stock Series A, shares outstanding 1,000,000 1,000,000
( us-gaap:PreferredStockSharesOutstanding )    
Preferred Stock Series B Par value 0.001 0.001
( custom:PreferredStockSeriesBParValue2 [Extension] )    
Preferred Stock Series B shares designated 7,000,000 5,000,000
( custom:PreferredStockSeriesBSharesAuthorized [Extension] )    
Preferred Stock Series B shares outstanding 0 0
( custom:PreferredStockSeriesBSharesOutstanding [Extension] )    
Preferred Stock Series C Par value 0.001 0.001
( custom:PreferredStockSeriesCParValue [Extension] )    
Preferred Stock Series C shares designated 2,000,000 2,000,000
( custom:PreferredStockSeriesCSharesAuthorized [Extension] )    
Preferred Stock Series C shares issued 0 0
( custom:PreferredStockSeriesCSharesIssued [Extension] )    
Preferred Stock Series C shares outstanding 0 0
( custom:PreferredStockSeriesCSharesOutstanding [Extension] )    
Preferred Stock Series D shares designated 2,000,000 2,000,000
( custom:PreferredStockSeriesDSharesAuthorized [Extension] )    
Preferred Stock Series D Par value 0.001 0.001
( custom:PreferredStockSeiresDParValye [Extension] )    
Preferred Stock Series D shares outstanding 0 0
( custom:PreferredStockSeriesDSharesOutstanding [Extension] )    
Preferred Stock Series E shares designated 789,474 789,474
( custom:PreferredStockSeriesEShares [Extension] )    
Preferred Stock Series E Par value 0.001 0.001
( custom:PreferredStockSeriesEParValue [Extension] )    
Preferred Stock Series E shares outstanding 0 0
( custom:PreferredStockSeriesEOutstanding [Extension] )    
Common Stock, par value 0.001 0.001
( us-gaap:CommonStockParOrStatedValuePerShare )    
Common Stock, shares designated 4,000,000,000 4,000,000,000
( us-gaap:CommonStockSharesAuthorized )    
Common Stock, shares issued 1,708,962,647 1,159,706,457
( us-gaap:CommonStockSharesIssued )    
Common Stock, shares outstanding 1,708,962,647 1,159,706,457
( us-gaap:CommonStockSharesOutstanding )    
Accounts Receivable, net allowance of 2,801 195,632
( us-gaap:AccountsAndNotesReceivableNet )    
(End Statement - Balance Sheets (Parenthetical))
 
Statement - Statements of Operations
Statement - Statements of Operations (USD $) 3 Months Ended 9 Months Ended
( us-gaap:IncomeStatementAbstract )    
  Sep. 30, 2018 Sep. 30, 2017 Sep. 30, 2018 Sep. 30, 2017
         
         
         
Sales, net of returns 117,117 41,002 240,701 122,638
( us-gaap:Revenues )        
Cost of Sales 110,940 43,800 275,730 96,083
( us-gaap:CostOfGoodsAndServicesSold )        
Inventory Obsolescence 13,721 25,145 72,161
( us-gaap:InventoryWriteDown )        
Gross Profit (Loss) (7,544) (2,798) (60,174) (45,606)
( us-gaap:GrossProfit )        
Operating Expenses        
( us-gaap:OperatingExpensesAbstract )        
General and Administrative 823,173 604,751 2,813,479 4,503,126
( us-gaap:GeneralAndAdministrativeExpense )        
Advertising and Marketing 340,666 56,318 621,783 820,892
( us-gaap:MarketingAndAdvertisingExpense )        
Total Operating Expenses 1,163,839 661,069 3,435,262 5,324,018
( us-gaap:OperatingExpenses )        
Loss from Operations (1,171,383) (663,867) (3,495,436) (5,369,624)
( us-gaap:OperatingIncomeLoss )        
Other (Income)/Expenses:        
====>>>ELEMENT REQUIRED        
Interest Expense 580,904 464,110 3,763,602 1,109,893
( us-gaap:InterestExpense )        
Loss on Extinguishment of Debt 191,138
( us-gaap:GainsLossesOnExtinguishmentOfDebt )        
Gain on Change in Redemption Value of Series C Preferred Stock (834,242)
( custom:GainOnChangeInRedemptionValueSeriesC [Extension] )        
Gain on Lawsuit Judgment and Legal Settlement (688,724) (688,724)
( us-gaap:GainLossRelatedToLitigationSettlement )        
Gain on Change in Fair Value of Derivative Liability (71,591) (1,813,249) (2,059,621) (194,989)
( us-gaap:GainLossOnSaleOfDerivatives )        
Total Other (Income) Expenses: (179,411) (1,349,139) 1,206,395 80,662
( us-gaap:NonoperatingIncomeExpense )        
Income (Loss) Before Income Tax Provision (991,972) 685,272 (4,701,831) (5,450,286)
( us-gaap:IncomeTaxExpenseBenefit )        
Income Tax Provision
( us-gaap:DiscontinuedOperationProvisionForLossGainOnDisposalBeforeIncomeTax )        
Net Income (Loss) (991,972) 685,272 (4,701,831) (5,450,286)
( us-gaap:NetInvestmentIncome )        
Net Income (Loss) per Common Share - Basic and Diluted 0.00 0.00 0.00 0.00
( us-gaap:EarningsPerShareBasicAndDiluted )        
Weighted Average Shares Outstanding 1,635,968,436 788,609,275 1,483,013,723 776,862,515
( us-gaap:WeightedAverageNumberOfShareOutstandingBasicAndDiluted )        
(End Statement - Statements of Operations)
 
Statement - Statements of Cash Flows
Statement - Statements of Cash Flows (USD $) 9 Months Ended
( us-gaap:StatementOfCashFlowsAbstract )  
  Sep. 30, 2018 Sep. 30, 2017
     
     
     
Operating Activities:    
====>>>ELEMENT REQUIRED    
Net Loss (4,701,831) (5,450,286)
( us-gaap:ProfitLoss )    
Adjustments to reconcile net loss to net cash used in operating activities:    
====>>>ELEMENT REQUIRED    
Stock-based compensation 390,758 1,590,921
( us-gaap:DividendsSharebasedCompensationStock )    
Stock-based payments to vendors 67,750 548,084
( custom:StockBasedComensationToVendors [Extension] )    
Warrants and options issued for services rendered 91,982 1,689,855
( us-gaap:IssuanceOfStockAndWarrantsForServicesOrClaims )    
Non-cash interest expense 3,638,816 1,109,892
( us-gaap:NoninterestExpense )    
Fees and penalties on debt 120,251
( custom:FeesAndPenalties [Extension] )    
Gain on change in redemption value of Series C Preferred Stock (834,242)
( custom:GainOnChangeInRedemptionValueSeriesC [Extension] )    
Gain on lawsuit judgment and legal settlement (688,724)
( us-gaap:GainLossRelatedToLitigationSettlement )    
Gain on change in fair value of derivative liability (2,059,621) (194,989)
( us-gaap:IncreaseDecreaseInDerivativeLiabilities )    
Loss on extinguishment of debt 191,138
( us-gaap:GainsLossesOnRecourseDebt )    
Loss on disposal of property and equipment 16,744
( us-gaap:GainLossOnDispositionOfAssets )    
Bad debt expense 1,188 249,008
( us-gaap:ProvisionForDoubtfulAccounts )    
Depreciation and amortization expense 19,701 16,679
( us-gaap:DepreciationDepletionAndAmortization )    
Inventory obsolescence 25,145 72,161
( us-gaap:InventoryWriteDown )    
Changes in operating assets and liabilities:    
( us-gaap:IncreaseDecreaseInOtherOperatingAssetsAndLiabilitiesNetAbstract )    
    Accounts Receivable (39,722) 11,764
    ( us-gaap:IncreaseDecreaseInAccountsReceivable )    
    Inventory (54,458) (49,253)
    ( us-gaap:IncreaseDecreaseInInventories )    
    Prepaid expenses (39,878) (149,357)
    ( us-gaap:IncreaseDecreaseInPrepaidExpense )    
    Other assets (4,232) (21,569)
    ( us-gaap:OtherAssetImpairmentCharges )    
    Accounts payable and accrued liabilities (60,428) (115,330)
    ( us-gaap:IncreaseDecreaseInAccountsPayable )    
    NET CASH USED IN OPERATING ACTIVITIES (3,102,165) (1,509,918)
    ( us-gaap:NetCashProvidedByUsedInContinuingOperations )    
Investing Activities:    
====>>>ELEMENT REQUIRED    
    Investment in other assets (31,220) (4,252)
    ( us-gaap:PaymentsForProceedsFromInvestments )    
    Acquisition of property and equipment (13,008) (1,013)
    ( us-gaap:PaymentsToAcquireMachineryAndEquipment )    
    Disposal of property and equipment (9,209)
    ( us-gaap:GainLossOnSaleOfPropertyPlantEquipment )    
    NET CASH USED IN INVESTING ACTIVITIES (44,228) (14,474)
    ( us-gaap:NetCashProvidedByUsedInInvestingActivities )    
Financing Activities:    
( us-gaap:NetCashProvidedByUsedInFinancingActivitiesAbstract )    
    Proceeds from issuance of convertible notes 825,000 590,000
    ( us-gaap:ProceedsFromIssuanceOfConvertiblePreferredStock )    
    Repayment of convertible notes (172,932) (   —)
    ( us-gaap:RepaymentsOfNotesPayable )    
    Proceeds from issuance of related party convertible notes 289,000
    ( us-gaap:ProceedsFromRelatedPartyDebt )    
    Repayment of related party convertible notes (   —) (25,000)
    ( us-gaap:RepaymentsOfConvertibleDebt )    
    Repayment of notes payable (10,206) (8,603)
    ( custom:RepaymentOfNotePayableOther [Extension] )    
    Proceeds from issuance of common stock 2,558,045 543,200
    ( us-gaap:ProceedsFromIssuanceOfCommonStock )    
    NET CASH PROVIDED BY FINANCING ACTIVITIES 3,199,907 1,388,597
    ( us-gaap:NetCashProvidedByUsedInFinancingActivities )    
    INCREASE (DECREASE) IN CASH 53,514 (135,795)
    ( us-gaap:CashAndCashEquivalentsPeriodIncreaseDecrease )    
    CASH - BEGINNING OF PERIOD 16,983 155,061
    ( us-gaap:CashAndCashEquivalentsAtCarryingValue )    
    CASH - END OF PERIOD 70,497 19,266
    ( us-gaap:CashAndCashEquivalentsAtCarryingValue )    
Supplemental disclosure of non-cash financing and investing activities:    
( us-gaap:CashFlowNoncashInvestingAndFinancingActivitiesDisclosureAbstract )    
    Common stock issued for conversion of debt 4,000,604 127,639
    ( custom:CommonStockIssuedForConversionOfDebt [Extension] )    
    Common stock issued for acquisition 75,000
    ( us-gaap:StockIssuedDuringPeriodSharesAcquisitions )    
    Debt and accrued interest converted for common stock 499,053 147,337
    ( custom:DebtAndAccruedInterestConvertedForCommonStock [Extension] )    
    Derivative liability incurred for debt discount 659,150
    ( custom:DerivativeLiabilityIncurredForDebtDiscount [Extension] )    
    Derivative liability relieved upon conversion of related debt 3,021,935 34,500
    ( custom:DerivativeLiabilityRelievedUponConversionOfRelatedDebt [Extension] )    
    Beneficial conversion feature recognized 4,000,230 348,532
    ( us-gaap:AmortizationOfDebtDiscountPremium )    
(End Statement - Statements of Cash Flows)
 
Disclosure - General
Disclosure - General (USD $) 9 Months Ended
( custom:AccountingPoliciesAbstract1 [Extension] )  
  Sep. 30, 2018
   
   
   
Business

NOTE 1 – General

 

Rocky Mountain High Brands, Inc. (“RMHB” or the “Company”) was incorporated under the laws of the State of Nevada. On July 17, 2014, the Company changed its name from Republic of Texas Brands Incorporated to Totally Hemp Crazy, Inc and on October 23, 2015, the Company changed its name to Rocky Mountain High Brands, Inc.

 

RMHB currently operates through its parent company, three wholly-owned subsidiaries and one minority-owned subsidiary, which the Company controls. All subsidiaries are consolidated for financial reporting purposes.

 

RMHB is a consumer goods company that specializes in developing, manufacturing, marketing, and distributing high-quality, health conscious, cannabidiol (“CBD”) and hemp- infused products that span various categories including beverage, food, fitness, skin care and more. RMHB also markets a naturally high alkaline spring water and a water-based whey protein and energy drink as part of our brand portfolio.

 

In March 2018, the Company launched the HEMPd brand with tinctures, gummies, water soluble drops, capsules, lotions, salves, and E-juice liquids. In October 2018, the Company introduced CBD-infused waters in four flavors and plans to introduce additional HEMPd product offerings in the future. HEMPd products are marketed through the Company’s Rocky Mountain Hemp Company subsidiary. In November 2018, the Company discontinued sales of its vape-related products.

 

On July 25, 2018 the Company acquired the assets of BFIT Brands, LLC (“BFIT”), an Arizona limited liability company. These assets include the cash, accounts receivable, inventory, FitWhey trademark, recipes and formulas of BFIT’s FitWhey branded water-based protein drinks containing caffeine and a vitamin-B pack.

 

The Company continues to market its naturally flavored hemp-infused functional beverage, Mango Energy. RMHB also bottles and distributes its naturally high alkaline spring water under the name Eagle Spirit Spring Water.

( us-gaap:BusinessDescriptionAndBasisOfPresentationTextBlock )  
(End Disclosure - General)
 
Disclosure - Summary of Significant Accounting Policies
Disclosure - Summary of Significant Accounting Policies (USD $) 9 Months Ended
( custom:BasisOfPresentationAbstract [Extension] )  
  Sep. 30, 2018
   
   
   
Basis of Presentation

NOTE 2 – Summary of Significant Accounting Policies

 

Basis of Presentation

 

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the instructions to Form 10-Q and Article 8 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of the Company’s management, the accompanying unaudited consolidated financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of September 30, 2018 and the results of operations and cash flows for the periods presented. The results of operations for the three and nine months ended September 30, 2018 are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited consolidated financial statements should be read in conjunction with the financial statements and related notes thereto included in the Company’s form 10-KT for the transition period ended December 31, 2017 filed with the SEC on April 2, 2018.

 

Principles of Consolidation

 

The consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States. The consolidated financial statements include the accounts of the Company, its wholly-owned and controlled subsidiaries. All intercompany balances and transactions have been eliminated.

 

Use of Estimates

 

The preparation of the financial statements in conformity with Generally Accepted Accounting Principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. Certain of the Company’s estimates could be affected by external conditions, including those unique to its industry, and general economic conditions. It is possible that these external factors could have an effect on the Company’s estimates that could cause actual results to differ from its estimates. The Company re-evaluates all of its accounting estimates at least quarterly based on these conditions and record adjustments when necessary.

 

Cash

 

The Company considers all short-term highly liquid investments with an original maturity at the date of purchase of three months or less to be cash equivalents.

 

Revenue Recognition

 

The Company follows the guidance of the Accounting Standards Codification (“ASC”) Topic 606, “Revenue from Contracts with Customers,” as amended. It records revenue when persuasive evidence of an arrangement exists, product delivery has occurred, the selling price to the customer is fixed or determinable and collectability of the revenue is reasonably assured. The Company has not experienced any significant returns from customers and accordingly, in management’s opinion, no reserve for returns has been provided. Payments received prior to shipment of goods are recorded as deferred revenue.

 

Accounts Receivable and Allowance for Doubtful Accounts Receivable

 

The Company has a policy of reserving for uncollectible accounts based on the best estimate of the amount of probable credit losses in our existing accounts receivable. We extend credit to customers based on an evaluation of their financial condition and other factors. The Company generally does not require collateral or other security to support accounts receivable and perform ongoing credit evaluations of customers and maintain an allowance for potential bad debts if required.

 

It is determined whether an allowance for doubtful accounts is required by evaluating specific accounts where information indicates the customers may have an inability to meet financial obligations. In these cases, we use assumptions and judgment, based on the best available facts and circumstances, to record a specific allowance for those customers against amounts due to reduce the receivable to the amount expected to be collected. These specific allowances are re-evaluated and adjusted as additional information is received. The amounts calculated are analyzed to determine the total amount of the allowance. The Company may also record a general allowance as necessary.

 

Direct write-offs are taken in the period when we have exhausted our efforts to collect overdue and unpaid receivables or otherwise evaluate other circumstances that indicate the collectability of receivables.

 

Inventories

 

Inventories, which consist only of the Company’s finished products held for resale, are stated at the lower of cost, determined using the first-in, first-out, and net realizable value. Net realizable value is the estimated selling price, in the ordinary course of business, less estimated costs to dispose of the product.

 

If the Company identifies excess, obsolete or unsalable items, its inventories are written down to their realizable value in the period in which the impairment is first identified. Shipping and handling costs incurred for inventory purchases and product shipments are recorded in cost of sales in the Company’s statements of operations.

 

Fair Value Measurements

 

The Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures,” which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements.

 

The estimated fair value of certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. The carrying amounts of our short- and long-term credit obligations approximate fair value because the effective yields on these obligations, which include contractual interest rates taken together with other features such as concurrent issuances of warrants and/or embedded conversion options, are comparable to rates of returns for instruments of similar credit risk.

 

ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:

Level 1 — quoted prices in active markets for identical assets or liabilities.
Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable.
Level 3 — inputs that are unobservable (for example cash flow modeling inputs based on assumptions).

 

The derivative liability, which relates to the conversion feature of convertible debt and common stock warrants and options, is classified as a Level 3 liability, and is the only financial liability measure at fair value on a recurring basis.

 

The change in the Level 3 financial instrument is as follows:

 

Balance, December 31, 2017  $5,609,389
Issued during the nine months ended September 30, 2018  $

 

—  

Exercises/Conversions  $(3,257,358)
Change in fair value recognized in operations  $(2,059,621)
Balance, September 30, 2018  $292,410

 

The estimated fair value of the derivative instruments was valued using the Black-Scholes option pricing model, using the following assumptions as of September 30, 2018:

 

Estimated Dividends   None
Expected Volatility   152.14%
Risk Free Interest Rate   2.191%
Expected term   

.1 to 4.0 years

 

 

Property and Equipment

 

Property and equipment is stated at cost less accumulated depreciation. Depreciation is provided for on a straight-line basis over the useful lives of the assets. Expenditures for additions and improvements are capitalized; repairs and maintenance are expensed as incurred.

 

Capitalized Software

 

Direct costs related to software development, including coding, website application development, infrastructure development and graphics development, are capitalized and included in other assets. Amortization is provided for on a straight-line basis over the useful life of the software. Costs related to planning, content development, and operating and maintaining software are expensed as incurred.

 

Impairment of Long-Lived Assets

 

The Company evaluates intangible assets for impairment whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. The Company assesses the recoverability of the assets based on the undiscounted future cash flow and recognizes an impairment loss when the estimated undiscounted future cash flow expected to result from the use of the asset plus the net proceeds expected from disposition of the asset, if any, are less than the carrying value of the asset. When the Company identifies an impairment, it reduces the carrying amount of the asset to its estimated fair value based on a discounted cash flow approach or, when available and appropriate, to comparable market values. No impairment charges were recorded during the nine months ended September 30, 2018 and 2017.

 

Share-based Payments

 

Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values, in accordance with FASB ASC Topic 718. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). The Company had no common stock options or common stock equivalents granted or outstanding for all periods presented.

 

The Company issued restricted stock to consultants and employees for various services. Cost for these transactions are measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The value of the common stock is to be measured at the earlier of (i) the date at which a firm commitment for performance by the counterparty to earn the equity instruments is reached or (ii) the date at which the counterparty's performance is complete.

 

Convertible Instruments

 

The Company evaluates and accounts for conversion options embedded in convertible instruments in accordance with ASC 815 “Derivatives and Hedging Activities.” Applicable GAAP requires companies to bifurcate conversion options from their host instruments and account for them as freestanding derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument.

 

 

Preferred Stock

 

We apply the guidance enumerated in ASC 480 “Distinguishing Liabilities from Equity” when determining the classification and measurement of preferred stock. Preferred shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. We classify conditionally redeemable preferred shares (if any), which includes preferred shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control, as temporary equity. At all other times, we classified our preferred shares in stockholders’ equity. Our preferred shares do not feature any redemption rights within the holders’ control or conditional redemption features not within our control. Accordingly, unless otherwise noted, all issuances of preferred stock are presented as a component of consolidated shareholders’ deficit.

 

Advertising

 

Advertising and marketing expenses are charged to operations as incurred.

 

Income Taxes

 

The Company uses the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized.

 

ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company has no material uncertain tax positions.

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(End Disclosure - Summary of Significant Accounting Policies)
 
Disclosure - Going Concern
Disclosure - Going Concern (USD $) 9 Months Ended
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  Sep. 30, 2018
   
   
   
General

NOTE 3 – Going Concern

 

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has a shareholders’ deficit of $764,655, an accumulated deficit of $36,364,245, and a working capital deficit of $990,329 as of September 30, 2018 and has generated operating losses since inception. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern. The Company’s continuation as a going concern is dependent upon its ability to generate revenues and its ability to continue raising capital.

 

On June 27, 2018, the Company entered into a Securities Purchase Agreement (“SPA”) with GHS Investments, LLC (“GHS”), which provides for GHS to purchase up to $15,000,000 of the Company’s common stock over a 24-month period based on a contractually agreed upon market discount. The SPA replaces the Equity Financing Agreement the Company entered into with GHS on October 12, 2017. On August 8, 2018, the Company filed a registration statement with the Securities and Exchange Commission (“SEC”) to register up to 320,000,000 shares of our common stock to be purchased by GHS under the SPA. The registration statement became effective on October 10, 2018. Management believes the SPA will provide sufficient cash flows until cash flows from operations become consistently positive.

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(End Disclosure - Going Concern)
 
Disclosure - Inventory
Disclosure - Inventory (USD $) 9 Months Ended
( us-gaap:InventoryDisclosureAbstract )  
  Sep. 30, 2018
   
   
   
Inventory

NOTE 4 – Inventory

 

As of September 30, 2018 and December 31, 2017, inventory consisted of the following:

 

  

September 30, 2018

 

December 31, 2017

Finished inventory  $117,683   $77,517
Raw materials and packaging   21,339    4,795
Total  $139,022   $82,312
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(End Disclosure - Inventory)
 
Disclosure - Prepaid Expenses and Other Current Assets
Disclosure - Prepaid Expenses and Other Current Assets (USD $) 9 Months Ended
( custom:OrganizationConsolidationAndPresentationOfFinancialStatementsAbstract1 [Extension] )  
  Sep. 30, 2018
   
   
   
Prepaid Expenses and Other Current Assets

NOTE 5 – Prepaid Expenses and Other Current Assets

 

As of September 30, 2018 and December 31, 2017, prepaid expenses and other current assets were as follows:

 

   September 30, 2018  December 31, 2017
Prepaid officers’ compensation  $329,999   $445,149
Prepaid directors’ compensation   58,883    147,207
Prepaid marketing expenses   5,500    13,750
Other prepaid expenses and current assets   27,219    28,616
Total  $421,601   $634,722
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(End Disclosure - Prepaid Expenses and Other Current Assets)
 
Disclosure - Property and Equipment
Disclosure - Property and Equipment (USD $) 9 Months Ended
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  Sep. 30, 2018
   
   
   
Property, Plant and Equipment

NOTE 6 – Property and Equipment

 

As of September 30, 2018 and December 31, 2017, property and equipment were as follows:

 

   September 30, 2018  December 31, 2017
Vehicles  $29,598   $29,598
Furniture and equipment   45,322    42,538
Personal computers   12,602    2,379
    87,522    74,515
Less:  accumulated depreciation   53,330    38,834
Total  $34,192   $35,681

 

For the three months ended September 30, 2018 and 2017, depreciation expense was $4,367 and $4,584, respectively. For the nine months ended September 30, 2018 and 2017, depreciation expense was $14,496 and $16,679, respectively.

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(End Disclosure - Property and Equipment)
 
Disclosure - Accounts Payable amd Accrued Liabilities
Disclosure - Accounts Payable amd Accrued Liabilities (USD $) 9 Months Ended
( PayablesAndAccrualsAbstract )  
  Sep. 30, 2018
   
   
   
Accounts Payable amd Accrued Liabilities

NOTE 7 – Accounts Payable and Accrued Liabilities

 

As of September 30, 2018 and December 31, 2017, accounts payable and accrued liabilities consisted of the following:

 

  

September 30, 2018

 

December 31, 2017

Accounts payable  $421,134   $373,882
Accrued compensation   22,500    215,026
Other accrued expenses   177,644    161,899
Total  $621,278   $750,807
( us-gaap:AccountsPayableAndAccruedLiabilitiesDisclosureTextBlock )  
(End Disclosure - Accounts Payable amd Accrued Liabilities)
 
Disclosure - Convertible Notes Payable
Disclosure - Convertible Notes Payable (USD $) 9 Months Ended
( custom:DebtAbstract [Extension] )  
  Sep. 30, 2018
   
   
   
Convertible Notes Payable.

NOTE 8 – Convertible Notes Payable

 

As of September 30, 2018 and December 31, 2017, the Company’s convertible notes payable were as follows:

 

  

Interest

Rates

 

 

Term

 

September 30, 2018  

 

December 31, 2017

Convertible Notes Payable   6% - 10%   0 - 8 months   $1,214,648   $1,026,995
Discount             (525,286)   (349,297)
Total            $689,362   $677,698

 

For the three months ended September 30, 2018 and 2017, interest expense on these notes, including amortization of the discount, was $308,239 and $124,584, respectively. For the nine months ended September 30, 2018 and 2017, interest expense on these notes, including amortization of the discount, was $1,048,765 and $219,435, respectively.

 

The Company has determined that the conversion feature embedded in certain of the notes referred to above that contain a potential variable conversion amount constitutes a derivative which has been bifurcated from the note and recorded as a derivative liability, with a corresponding discount recorded to the associated debt. The excess of the derivative value over the face amount of the note is recorded immediately to interest expense at inception. The Company recorded no interest expense for the three and nine months ended September 30, 2018 and 2017, respectively, related to the excess of derivative value over the face amount of convertible notes payable.

 

The Company recorded $268,021 and $0, interest expense for the three months ended September 30, 2018 and 2017, respectively, at the inception of certain convertible notes payable relating to the excess of the derivative over the face amount of the related convertible notes payable. The Company recorded $2,700,930 and $0 interest expense for the nine months ended September 30, 2018 and 2017, respectively, at the inception of certain convertible notes payable relating to the excess of the derivative over the face amount of the related convertible notes payable.

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(End Disclosure - Convertible Notes Payable)
 
Disclosure - Notes Payable
Disclosure - Notes Payable (USD $) 9 Months Ended
( us-gaap:DebtDisclosureAbstract )  
  Sep. 30, 2018
   
   
   
Notes Payable Whitestone Offices

NOTE 9 – Notes Payable

 

As of September 30, 2018 and 2017, the Company’s notes payable were as follows:

 

  

Interest

Rate

 

 

Term

 

September 30,

2018

 

December 31,

2017

Notes payable 

0 %

   

.9 years

   $40,674   $549,936

 

On September 1, 2016, the Company purchased used office furniture and equipment from its landlord. The Company executed a note payable in the amount of $40,122 at an interest rate of 0% and with monthly payments of $1,114. The Company imputed interest on the note and recorded a discounted note balance of $36,634 on September 1, 2016. The term of the note is three years.

 

On November 30, 2017 the Company amended two notes payable to GHS in the aggregate principal amount of $500,000. The notes, which were originally made on October 12 and November 2, 2017 and included conversion prices at a 20% discount off market price, as defined in the agreements. The amendments removed the conversion features in the notes. Upon amendment, the Company recorded a loss on extinguishment of these notes of $15,256. As of December 31, 2017 the notes, which were previously included in Convertible Notes Payable are included in Notes Payable. On January 9, 2018 the notes were again amended to reinstate the conversion feature. These notes are included in Convertible Notes Payable as of September 30, 2018.

 

For the three months ended September 30, 2018 and 2017, interest expense on these notes was $559 and $416, respectively. For the nine months ended September 30, 2018 and 2017, interest expense on these notes was $1,779 and $1,461, respectively.

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(End Disclosure - Notes Payable)
 
Disclosure - Related Party Convertible Notes Payable
Disclosure - Related Party Convertible Notes Payable (USD $) 9 Months Ended
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  Sep. 30, 2018
   
   
   
Related Party Convertible Notes Payable

NOTE 10 – Related Party Convertible Notes Payable

 

As of September 30, 2018 and 2017, the Company’s related party convertible notes payable were as follows:

 

  

Interest Rate

 

 

Term

  September 30, 2018  

December 31, 2017

Related party convertible notes payable   6%    0 years   $—     $179,000
Discount               (4,544)
Total         $—     $174,456

  

For the three months ended September 30, 2018 and 2017, interest expense on these notes, including amortization of the discount, was $0 and $121,199, respectively. For the nine months ended September 30, 2018 and 2017, interest expense on these notes, including amortization of the discount, was $8,043 and $529,678, respectively.

 

The Company has determined that the conversion feature embedded in certain of the notes referred to above that contain a potential variable conversion amount constitutes a derivative which has been bifurcated from the note and recorded as a derivative liability, with a corresponding discount recorded to the associated debt. The excess of the derivative value over the face amount of the note is recorded immediately to interest expense at inception. The Company recorded no interest expense for the three and nine months ended September 30, 2018 and 2017, respectively, at the inception of the notes relating to the excess of derivative value over the face of the notes.

 

The balance of these notes was reclassified to convertible notes payable as of April 5, 2018 upon the termination of the Company’s Executive Vice President, Lily Li, who is the Managing Member of LSW Holdings, LLC (“LSW”), the holder of these notes.

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(End Disclosure - Related Party Convertible Notes Payable)
 
Disclosure - Shareholders' Deficit
Disclosure - Shareholders' Deficit (USD $) 9 Months Ended
( custom:EquityAbstract1 [Extension] )  
  Sep. 30, 2018
   
   
   
Shareholders' Deficiency

NOTE 11 – Shareholders’ Deficit

 

Common Stock

 

As of September 30, 2018, the Company has 4,000,000,000 shares of common stock authorized.

 

During the nine months ended September 30, 2018 the Company issued 551,074,370 shares of common stock, including 244,267,280 shares for convertible notes payable conversions, 250,000,000 shares for cash, 29,096,402 shares for option exercises, 20,248,000 shares for services rendered, and 7,462,688 for the FitWhey acquisition. In September 2018, the Company also cancelled 1,818,180 shares as part of a legal settlement.

 

 

Preferred Stock

 

The Company has 20,000,000 shares of preferred stock authorized as of September 30, 2018, of which 12,789,474 are specifically designated to a series of preferred stock and 7,210,526 remain undesignated.

 

Series A Preferred Stock

 

The Company has 1,000,000 shares of Series A Preferred Stock designated and outstanding as of September 30, 2018 and December 31, 2017. LSW is the holder of these shares. Lily Li, who was the Company’s Executive Vice President until April 5, 2018, is the Managing Member of LSW and, in that capacity, has the authority to direct voting and investment decisions with regard to its holdings in the Company. On October 26, 2018 these shares were ruled void ab initio by a District Court in Dallas County, Texas. The Company cancelled these shares effective that date.

 

Series B Preferred Stock

 

The Company has 7,000,000 shares of Series B Preferred Stock designated, of which none were outstanding as of September 30, 2018 and December 31, 2017.

 

Series C Preferred Stock

 

The Company has 2,000,000 shares of Series C Preferred Stock designated, of which none were outstanding as of September 30, 2018 and December 31, 2017. Series C Preferred Stock is 12% interest bearing, cumulative, exchangeable, non-voting, convertible preferred stock of the Company. Each Series C Preferred share is convertible to 50 shares of common stock.

 

Series D Preferred Stock

 

The Company has 2,000,000 shares of Series D Preferred Stock designated, of which none were outstanding as of September 30, 2018 and December 31, 2017. Series D Preferred Stock is a non-voting, non-interest bearing convertible preferred stock. Each Series D preferred share is convertible to 100 shares of common stock.

 

Series E Preferred Stock

 

On September 19, 2017, the Board of Directors approved a new Series E Preferred Stock. Holders of Series E Preferred Stock are entitled to cast 2,000 votes per share of Series E Preferred Stock on any proposal to increase our authorized capital stock, with no other voting rights. Series E Preferred Stock is convertible to common stock on a 1:1 basis. On the same day, the Board granted our Chairman 789,474 shares of Series E Preferred stock as payment for his deferred compensation. On October 31, 2017, Mr. Welch converted his 789,474 shares of Series E Preferred Stock to 789,474 shares of common stock. As of September 30, 2018 and December 31, 2017 there were no shares outstanding.

 

Warrants

 

During the nine months ended September 30, 2018 the Company granted no common stock warrants, none were exercised, and none were cancelled.

 

Options

 

During the nine months ended September 30, 2018 the Company granted 11,469,613 options to purchase common stock with terms ranging from two to five years and exercise prices of $.003, holders exercised 23,607,193 options, and none were cancelled.

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(End Disclosure - Shareholders' Deficit)
 
Disclosure - Concentrations
Disclosure - Concentrations (USD $) 9 Months Ended
( custom:RisksAndUncertaintiesAbstract1 [Extension] )  
  Sep. 30, 2018
   
   
   
Concentrations

NOTE 12– Concentrations

 

During the three months ended September 30, 2018 the Company’s two largest customers accounted for approximately 12% and 3% of sales, respectively. During the three months ended September 30, 2017, the Company’s two largest customers accounted for approximately 10% and 5% of sales, respectively. During the nine months ended September 30, 2018 the Company’s two largest customers accounted for approximately 6% and 6% of sales, respectively. During the nine months ended September 30, 2017, the Company’s two largest customers accounted for approximately 23% and 14% of sales, respectively.

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(End Disclosure - Concentrations)
 
Disclosure - Income Taxes
Disclosure - Income Taxes (USD $) 9 Months Ended
( custom:IncomeTaxesAbstract [Extension] )  
  Sep. 30, 2018
   
   
   
Income Taxes

NOTE 13 – Income Taxes

 

The reconciliation of income tax benefit at the U.S. statutory rate of 21% to the Company’s effective rate for the periods presented is as follows:

 

   Nine Months Ended
   September 30, 2018  September 30, 2017
U.S federal statutory rate   (21%)   (34%)
State income tax, net of federal benefit   (0.0%)   (0.0%)
Increase in valuation allowance   21%   34%
Income tax provision (benefit)   0.0%   0.0%

 

 

The tax effects of temporary differences that give rise to the Company’s net deferred tax liability as of September 30, 2018 and December 31, 2017 are as follows:

 

    September 30, 2018    December 31, 2017
Deferred Tax Assets         
Net Operating Losses  $4,000,000   $3,360,000
Less:  Valuation Allowance   $(4,000,000)  $(3,360,000)
Deferred Tax Assets – Net   —      —  

 

 

As of September 30, 2018 the Company had approximately $14,000,000 of federal and state net operating loss carryovers (“NOLs”), which begin to expire in 2028. Utilization of the NOLs may be subject to limitation under the Internal Revenue Code Section 382 should there be a greater than 50% ownership change as determined under regulations.

 

In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the assessment, management has established a full valuation allowance against the entire deferred tax asset relating to NOLs for every period because it is more likely than not that all of the deferred tax asset will not be realized.

 

On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the “Tax Act”) was signed into law making significant changes to the Internal Revenue Code. Changes include, but are not limited to, a federal corporate tax rate decrease from 35% to 21% for tax years beginning after December 31, 2017, the transition of U.S international taxation from a worldwide tax system to a territorial system, and a one-time transition tax on the mandatory deemed repatriation of foreign earnings. We have estimated our provision for income taxes in accordance with the Tax Act and guidance available as of the date of this filing but have kept the full valuation allowance. As a result the Company has recorded no income tax expense during the three and nine months ended September 30, 2018.

 

The Company’s deferred tax assets and liabilities were remeasured to reflect the reduction in the U.S. corporate income tax rate from 34% to 21%, resulting in a deferred tax expense of approximately $2,000,000 in 2017 that is still fully valued against as of September 30, 2018. This expense is attributable to the Company being in a net deferred tax asset position at the time of remeasurement. As the company maintains fully valuation allowance, this amount can be seen on the rate reconciliation as an adjustment to deferred tax asset and corresponding valuation allowance.

 

On December 22, 2017, Staff Accounting Bulletin No. 118 (“SAB 118”) was issued to address the application of US GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the Tax Act. The deferred tax expense recorded in connection with the remeasurement of deferred tax assets is a provisional amount and a reasonable estimate at December 31, 2017 based upon the best information currently available. The ultimate impact may differ from these provisional amounts, possibly materially, due to, among other things, additional analysis, changes in interpretations and assumptions the Company has made, additional regulatory guidance that may be issued, and actions the Company may take as a result of the Tax Act. Any subsequent adjustment to these amounts will be recorded to current tax expense in the quarter of 2018 when the analysis is complete. The accounting is expected to be complete when the 2017 U.S. corporate income tax return is filed in 2018.

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(End Disclosure - Income Taxes)
 
Disclosure - Commitments
Disclosure - Commitments (USD $) 9 Months Ended
( custom:CommitmentAndContingenciesAbstract [Extension] )  
  Sep. 30, 2018
   
   
   
Commitments

NOTE 14 – Commitments

 

Office Leases

 

The Company has a three-year lease for corporate office space. The lease commenced on September 1, 2016 with monthly payments of $7,715 in year one, $7,972 in year two and $8,229 in year three. The lease is being accounted for on a straight-line basis over its term.

 

On January 18, 2018, the RMHC entered into a 12-month office use agreement for office space in Denver, Colorado. Monthly payments are $91.

 

Other Leases

 

The Company rents storage space from various third parties on a month-to-month basis.

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(End Disclosure - Commitments)
 
Disclosure - Legal Proceedings
Disclosure - Legal Proceedings (USD $) 9 Months Ended
( custom:CommitmentAndContingenciesAbstract [Extension] )  
  Sep. 30, 2018
   
   
   
Legal Proceedings

NOTE 15 – Legal Proceedings

 

Please refer to our Transition Report on Form 10-KT filed April 2, 2018 for information regarding our pending legal proceedings. The following represents an update to the items disclosed in that filing:

 

Rocky Mountain High Brands, Inc. v Lyonpride Music, LLC, United States District Court Northern District of Texas, 3:18-cv-00045-C

 

The Company filed suit against Lyonpride Music, LLC (“Lyonpride”) for fraud and for declaratory relief with respect to a contract between the parties. The Company is seeking monetary damages against Lyonpride. The case has been referred to binding arbitration.

 

Los Angeles Superior Court, BC669367, filed July 24, 2017. Statewide Beverage Company, Inc. v. Rocky Mountain High Brands, Inc.

 

Statewide Beverage Company, Inc. (“Statewide”) filed a breach of contract claim, and the Company has filed counterclaims for breach of contract, common law fraud and declaratory relief. The parties have settled this matter.  Under the settlement, the Company was not required to pay damages to Statewide and canceled 1,818,180 shares of common stock previously issued to affiliates of Statewide.

 

Dallas County Texas, Case Number DC-17-15441 filed November 8, 2017. Rocky Mountain High Brands, Inc. f/k/a Republic of Texas Brands, Inc. Plaintiff, vs. Jerry Grisaffi, Joe Radcliffe, LSW Holdings, LLC, Lily Li, Epic Group One, LLC, Kenneth Radcliffe, Dennis Radcliffe, Phil Uhrik, Michael Radcliffe, Frank Izzo, Morgan Albright, John Garrison, BB Winks, LLC, Crackerjack Classic, LLC, and Universal Consulting, LLC.

 

The Company is seeking the return of Series A Preferred Stock (“Series A”) issued to Jerry Grisaffi (“Grisaffi”), RMHB’s former Chairman of the Board, and common stock issued to certain other defendants or later obtained by certain other defendants for little or no consideration paid to the Company. The Company alleges, among other things, that Grisaffi breached his fiduciary duty to the Company by issuing these Series A shares to himself and common stock to himself and others. RMHB is also seeking to void the Indemnification and Release Agreement (“Indemnification”) between the Company and Grisaffi that was executed in June 2017.

 

Grisaffi filed a counterclaim against the Company seeking payment for two promissory notes allegedly owed to him, as well as relief under the Indemnification.  Those notes have been accounted for in the Company’s consolidated financial statements. Those counterclaim matters have been proactively addressed in the Company’s original suit, seeking to void the Indemnification and the two notes based on, among other things, fraud of Grisaffi.  Grisaffi has also filed a derivative suit within the main lawsuit. The Company has filed a motion to dismiss the derivative suit and is awaiting a ruling on that motion.

 

In June 2018 LSW and Li filed counterclaims against the Company, generally seeking an increase of voting rights of the Series A shares to 1200:1, a declaration that the Series A shares were validly issued to Grisaffi, challenging the authorized share increase of the Company, claiming securities fraud by the Company with respect to the Series A Shares purchased from Grisaffi and other common stock allegedly purchased by LSW and Li, as well as fraud, breach of contract and negligent misrepresentation by the Company. LSW seeks $10,000,000 in damages from the Company, for the $3,500,000 which was paid to Grisaffi for said Series A shares and for which LSW claims to somehow be the responsibility of the Company to cover, and the remaining $6,500,000 for money allegedly spent by LSW in “developing a distribution system in China” and other alleged “investments” of Li and LSW in the Company. LSW and Li also seek exemplary damages. The Company intends to vigorously defend these counterclaims.

 

On August 30, 2018, the Trial Court entered a final judgment and order in our favor and against Grisaffi. On August 29, 2018, after a show cause hearing, the Trial Court entered an order sanctioning Grisaffi for his repeated and unexcused refusals to make discovery in the case. As a sanction, the Trial Court struck Grisaffi’s pleadings in the case and, on August 30, 2018, entered a Default Judgment against him. Under the Trial Court’s Default Judgment:

 

 

1.The Court entered a monetary judgment against Grisaffi and in favor of the Company in the amount of $3,500,000 for fraud, breach of fiduciary duty, and conversion with respect to the Series A preferred stock.

 

2.The Court declared that the Employment Agreement with Grisaffi dated April 1, 2013 was void ab initio and unenforceable, and that all stock and promissory notes issued in connection with the Employment Agreement were also void ab initio and of no force and effect, including but not limited to:

 

a.The 1,000,000 shares of Series A Preferred Stock issued to Grisaffi;
b.The Convertible Promissory Note issued to Grisaffi in the principal amount of $184,300 dated April 1, 2016; and
c.The Convertible Promissory Note issued to Grisaffi in the principal amount of $200,150.20 dated June 19, 2017.

  

3.The Court declared that Grisaffi’s sale of the Series A Preferred Stock to LSW Holdings, LLC was made with actual intent to hinder, delay, or defraud creditors and was thus a fraudulent transfer under Texas law.

 

4.The Court declared that the issuance of 10,000,000 shares of common stock to Lily Li and the 11,000,000 shares of common stock issued to Epic One Group, LLC were made without lawful consideration, and constituted breaches of fiduciary duty by Grisaffi.

 

5.The Court declared that an Indemnification was procured through fraud and breach of fiduciary duty and is therefore void and unenforceable.

 

6.The Court ruled that Grisaffi shall take nothing by his counterclaims in the case.

 

Finally, the Court ruled that our continuing claims against the other defendants in the case are to be severed and docketed under a separate cause of action and case number. The judgment and order entered August 30, 2018 concludes our litigation in district court as against Grisaffi. On September 4, 2018, Mr. Grisaffi filed a Notice of Appeal in the case against him. We will continue to pursue our claims against the other defendants in the below referenced case.

 

Dallas County Texas, Case Number DC-18-13491. Rocky Mountain High Brands, Inc. f/k/a Republic of Texas Brands, Inc. Plaintiff, vs. Joe Radcliffe, LSW Holdings, LLC, Lily Li, Epic Group One, LLC, Kenneth Radcliffe, Dennis Radcliffe, Phil Uhrik, Michael Radcliffe, Frank Izzo, Morgan Albright, John Garrison, BB Winks, LLC, Crackerjack Classic, LLC, and Universal Consulting, LLC.

 

This is the surviving case of the above case, having been severed on September 12, 2018.

 

In this case, on October 26, 2018 the Court granted our Motion For Summary Judgment, per a Summary Judgment Order, against LSW Holdings, LLC, holding that all Series A Preferred Shares in Rocky Mountain High Brands, Inc, including the shares issued to Jerry Grisaffi and later sold by him to LSW Holdings, LLC evidenced by Stock Certificate N0. 604 issued by Rocky Mountain High Brands, Inc., to LSW Holdings LLC 3645 in the amount of 1,000,000 shares, were void ab initio, and any potential rights thereunder were terminated on July 11, 2014, when the bankruptcy court signed the Order Confirming Debtor’s Amended Plan Of Reorganization. The Series A Preferred Shares have no legal force or effect. The Court also granted a take nothing judgment against LSW on counterclaim Counts 1, 2 and 3. The Company’s transfer agent is cancelling the Series A Preferred Shares. The Company is pursuing its claims against LSW Holdings, LLC and Lily Li, and is defending against the remaining counterclaims.

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(End Disclosure - Legal Proceedings)
 
Disclosure - Gain on Lawsuit Judgement and Legal Settlement
Disclosure - Gain on Lawsuit Judgement and Legal Settlement (USD $) 9 Months Ended
( us-gaap:HealthCareOrganizationsAbstract )  
  Sep. 30, 2018
   
   
   
Gain on Lawsuit Judgement and Legal Settlement

NOTE 16 – Gain on Lawsuit Judgment and Legal Settlement

 

In August 2018, the Company recorded a $654,289 gain related to the lawsuit judgment the Company received against Jerry Grisaffi, our former Chairman of the Board. The Company de-recognized two notes payable to Mr. Grisaffi, plus accrued interest, in the amount of $418,865, and de-recognized the related derivative liability of $235,424. The 1,000,000 Series A Preferred Shares that were ruled void ab initio will be de-recognized upon legal cancellation, which is expected to occur later in 2018.

 

In September 2018, the Company executed a settlement with Statewide Beverage and recorded a gain on legal settlement of $34,435. As part of the settlement, the Company received 1,818,180 of its common shares that had previously been issued to the owners of Statewide Beverage and cancelled them. The Company also recorded the extinguishment of liabilities that had been recorded at the time of the sale of product to Statewide Beverage in 2016.

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(End Disclosure - Gain on Lawsuit Judgement and Legal Settlement)
 
Disclosure - Acquisition
Disclosure - Acquisition (USD $) 9 Months Ended
( BusinessCombinationsAbstract )  
  Sep. 30, 2018
   
   
   
Acquisition

NOTE 17 – Acquisition

 

On July 25, 2018 the Company completed the acquisition of the assets of BFIT Brands, LLC (“BFIT”), which was accounted for as a business combination. The acquired assets include the cash, accounts receivable, inventory, FitWhey trademark, recipes and formulas of BFIT’s FitWhey branded water-based protein drinks containing caffeine and a vitamin-B pack. The Company paid $230,438 including common stock issued to the owners of BFIT of $75,000, forgiveness of a note receivable of $80,000 plus accrued interest of $438, and $75,000 to be paid to the owners of BFIT over time based on 5% of net sales of FitWhey products. The Company recorded the preliminary fair value of the assets which includes $98,297 of assets including cash, accounts receivable, inventory, and prepaid production costs and $132,141 of intangible assets, including the FitWhey trademark, recipes, formulas, and goodwill. The Company plans to obtain an outside valuation of these assets.

 

The following table provides unaudited pro forma results of operations for the nine months ended September 30, 2018 and 2017 as if the acquisitions had been consummated as of the beginning of each period presented. Pro forma results do not include any anticipated cost savings or other effects of the planned integration of the companies. Accordingly, such amounts are not necessarily indicative of the results if the acquisition has occurred on the dates indicated, or which may occur in the future.

 

   Pro Forma Results
Nine Months Ended
   September 30, 2018  September 30, 2017
       
Sales, net of returns  $310,148   $218,458
Income (Loss) Before Income Tax Provision  $(1,029,526)  $(5,556,629)
          
Diluted Income (Loss) per Common Share  $(0.00)  $(0.01)
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(End Disclosure - Acquisition)
 
Disclosure - Subsequent Events
Disclosure - Subsequent Events (USD $) 9 Months Ended
( custom:SubsequentEventsAbstract1 [Extension] )  
  Sep. 30, 2018
   
   
   
Subsequent Events.

NOTE 18 – Subsequent Events

 

Between October 1, 2018 and November 16, 2018, the Company issued 124,976,488 shares of common stock, of which 102,935,062 were for cash, 1,500,000 were for services, and 20,541,426 were for debt conversions.

 

On October 12, 2018 the Company executed a $55,000 convertible note payable with GHS Investments. The note has a nine-month term, accrues interest at 10%, and includes a fixed conversion rate of $.008 and can be prepaid at any time.

 

On October 26, 2018 a District Court in Dallas County, Texas voided the 1,000,000 Series A Preferred Shares held by LSW Holdings, LLC ab initio. The Company cancelled these shares effective as of this date.

 

On October 31, 2018, the Company eliminated the Advisory Board to the Board of Directors and terminated its contracts with the Advisory Board members.

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(End Disclosure - Subsequent Events)
 
Disclosure - Significant Accounting Policies (Policies)
Disclosure - Significant Accounting Policies (Policies) (USD $) 9 Months Ended
( custom:SignificantAccountingPoliciesPoliciesAbstract [Extension] )  
  Sep. 30, 2018
   
   
   
Basis of Presentation

Basis of Presentation

 

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of the Company’s management, the accompanying unaudited consolidated financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of September 30, 2018 and the results of operations and cash flows for the periods presented. The results of operations for the three and nine months ended September 30, 2018 are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited consolidated financial statements should be read in conjunction with the financial statements and related notes thereto included in the Company’s form 10-KT for the transition period ended December 31, 2017 filed with the SEC on April 2, 2018.

( custom:BasisOfPresentation [Extension] )  
Principles of Consolidation

Principles of Consolidation

 

The consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States. The consolidated financial statements include the accounts of the Company, its wholly-owned and controlled subsidiaries. All intercompany balances and transactions have been eliminated.

( custom:Consolidation [Extension] )  
Use of Estimates

Use of Estimates

 

The preparation of the financial statements in conformity with Generally Accepted Accounting Principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. Certain of the Company’s estimates could be affected by external conditions, including those unique to its industry, and general economic conditions. It is possible that these external factors could have an effect on the Company’s estimates that could cause actual results to differ from its estimates. The Company re-evaluates all of its accounting estimates at least quarterly based on these conditions and record adjustments when necessary.

( custom:UseOfEstimatesTextBlock [Extension] )  
Cash

Cash

 

The Company considers all short-term highly liquid investments with an original maturity at the date of purchase of three months or less to be cash equivalents.

( us-gaap:CashAndCashEquivalentsPolicyTextBlock )  
Revenue Recognition

Revenue Recognition

 

The Company follows the guidance of the Accounting Standards Codification (“ASC”) Topic 606, “Revenue from Contracts with Customers,” as amended. It records revenue when persuasive evidence of an arrangement exists, product delivery has occurred, the selling price to the customer is fixed or determinable and collectability of the revenue is reasonably assured. The Company has not experienced any significant returns from customers and accordingly, in management’s opinion, no reserve for returns has been provided. Payments received prior to shipment of goods are recorded as deferred revenue.

( us-gaap:RevenueRecognitionPolicyTextBlock )  
Accounts Receivable and Allowance for Doubtful Accounts Receivable

ccounts Receivable and Allowance for Doubtful Accounts Receivable

 

The Company has a policy of reserving for uncollectible accounts based on the best estimate of the amount of probable credit losses in our existing accounts receivable. We extend credit to customers based on an evaluation of their financial condition and other factors. The Company generally does not require collateral or other security to support accounts receivable and perform ongoing credit evaluations of customers and maintain an allowance for potential bad debts if required.

 

It is determined whether an allowance for doubtful accounts is required by evaluating specific accounts where information indicates the customers may have an inability to meet financial obligations. In these cases, we use assumptions and judgment, based on the best available facts and circumstances, to record a specific allowance for those customers against amounts due to reduce the receivable to the amount expected to be collected. These specific allowances are re-evaluated and adjusted as additional information is received. The amounts calculated are analyzed to determine the total amount of the allowance. The Company may also record a general allowance as necessary.

 

Direct write-offs are taken in the period when we have exhausted our efforts to collect overdue and unpaid receivables or otherwise evaluate other circumstances that indicate the collectability of receivables.

( us-gaap:ReceivablesPolicyTextBlock )  
Inventories

Inventories

 

Inventories, which consist only of the Company’s finished products held for resale, are stated at the lower of cost, determined using the first-in, first-out, and net realizable value. Net realizable value is the estimated selling price, in the ordinary course of business, less estimated costs to dispose of the product.

 

If the Company identifies excess, obsolete or unsalable items, its inventories are written down to their realizable value in the period in which the impairment is first identified. Shipping and handling costs incurred for inventory purchases and product shipments are recorded in cost of sales in the Company’s statements of operations.

( us-gaap:InventoryPolicyTextBlock )  
Fair Value Measurements

Fair Value Measurements

 

The Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures,” which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements.

 

The estimated fair value of certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. The carrying amounts of our short- and long-term credit obligations approximate fair value because the effective yields on these obligations, which include contractual interest rates taken together with other features such as concurrent issuances of warrants and/or embedded conversion options, are comparable to rates of returns for instruments of similar credit risk.

 

ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:

Level 1 — quoted prices in active markets for identical assets or liabilities.
Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable.
Level 3 — inputs that are unobservable (for example cash flow modeling inputs based on assumptions).

 

The derivative liability, which relates to the conversion feature of convertible debt and common stock warrants and options, is classified as a Level 3 liability, and is the only financial liability measure at fair value on a recurring basis.

 

 

The change in the Level 3 financial instrument is as follows:

 

Balance, December 31, 2017  $5,609,389
Issued during the nine months ended September 30, 2018  $

 

—  

Exercises/Conversions  $(3,257,358)
Change in fair value recognized in operations  $(2,059,621)
Balance, September 30, 2018  $292,410

 

The estimated fair value of the derivative instruments was valued using the Black-Scholes option pricing model, using the following assumptions as of September 30, 2018:

 

Estimated Dividends   None
Expected Volatility   152.14%
Risk Free Interest Rate   2.191%
Expected term   

.1 to 4.0 years

( custom:FairValueMeasurementPolicyPolicyTextBlock1TextBlock [Extension] )  
Property and Equipment

Property and Equipment

 

Property and equipment is stated at cost less accumulated depreciation. Depreciation is provided for on a straight-line basis over the useful lives of the assets. Expenditures for additions and improvements are capitalized; repairs and maintenance are expensed as incurred.

( us-gaap:PropertyPlantAndEquipmentPolicyTextBlock )  
Capitalized Software

Capitalized Software

 

Direct costs related to software development, including coding, website application development, infrastructure development and graphics development, are capitalized and included in other assets. Amortization is provided for on a straight-line basis over the useful life of the software. Costs related to planning, content development, and operating and maintaining software are expensed as incurred.

( custom:CapitalizedSoftware [Extension] )  
Impairment of Long-Lived Assets

Impairment of Long-Lived Assets

 

The Company evaluates intangible assets for impairment whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. The Company assesses the recoverability of the assets based on the undiscounted future cash flow and recognizes an impairment loss when the estimated undiscounted future cash flow expected to result from the use of the asset plus the net proceeds expected from disposition of the asset, if any, are less than the carrying value of the asset. When the Company identifies an impairment, it reduces the carrying amount of the asset to its estimated fair value based on a discounted cash flow approach or, when available and appropriate, to comparable market values. No impairment charges were recorded during the nine months ended September 30, 2018 and 2017.

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Share-based Payments

Share-based Payments

 

Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values, in accordance with FASB ASC Topic 718. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). The Company had no common stock options or common stock equivalents granted or outstanding for all periods presented.

 

The Company issued restricted stock to consultants and employees for various services. Cost for these transactions are measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The value of the common stock is to be measured at the earlier of (i) the date at which a firm commitment for performance by the counterparty to earn the equity instruments is reached or (ii) the date at which the counterparty's performance is complete.

( us-gaap:StockholdersEquityPolicyTextBlock )  
Convertible Instruments

Convertible Instruments

 

The Company evaluates and accounts for conversion options embedded in convertible instruments in accordance with ASC 815 “Derivatives and Hedging Activities.” Applicable GAAP requires companies to bifurcate conversion options from their host instruments and account for them as freestanding derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument.

( us-gaap:DebtPolicyTextBlock )  
Preferred Stock

Preferred Stock

 

We apply the guidance enumerated in ASC 480 “Distinguishing Liabilities from Equity” when determining the classification and measurement of preferred stock. Preferred shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. We classify conditionally redeemable preferred shares (if any), which includes preferred shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control, as temporary equity. At all other times, we classified our preferred shares in stockholders’ equity. Our preferred shares do not feature any redemption rights within the holders’ control or conditional redemption features not within our control. Accordingly, unless otherwise noted, all issuances of preferred stock are presented as a component of consolidated shareholders’ deficit.

( us-gaap:StockholdersEquityNoteRedeemablePreferredStockIssuePolicy )  
Advertising

Advertising

 

Advertising and marketing expenses are charged to operations as incurred.

( us-gaap:AdvertisingCostsPolicyTextBlock )  
Income Taxes

Income Taxes

 

The Company uses the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized.

 

ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company has no material uncertain tax positions.

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(End Disclosure - Significant Accounting Policies (Policies))
 
Disclosure - Significant Accounting Policies (Tables)
Disclosure - Significant Accounting Policies (Tables) (USD $) 9 Months Ended
( us-gaap:AccountingPoliciesAbstract )  
  Sep. 30, 2018
   
   
   
change in level 3
Balance, December 31, 2017  $5,609,389
Issued during the nine months ended September 30, 2018  $

 

—  

Exercises/Conversions  $(3,257,358)
Change in fair value recognized in operations  $(2,059,621)
Balance, September 30, 2018  $292,410
( custom:ChangeInLevelFinancialInstruments [Extension] )  
The estimated fair value of the derivative instruments
Estimated Dividends   None
Expected Volatility   152.14%
Risk Free Interest Rate   2.191%
Expected term   

.1 to 4.0 years

( custom:EstimatedFairValueInDerivativeInstruments [Extension] )  
(End Disclosure - Significant Accounting Policies (Tables))
 
Disclosure - Inventory (Tables)
Disclosure - Inventory (Tables) (USD $) 9 Months Ended
( us-gaap:InventoryDisclosureAbstract )  
  Sep. 30, 2018
   
   
   
Inventory
  

September 30, 2018

 

December 31, 2017

Finished inventory  $117,683   $77,517
Raw materials and packaging   21,339    4,795
Total  $139,022   $82,312
( custom:Inventories [Extension] )  
(End Disclosure - Inventory (Tables))
 
Disclosure - Prepaid Expenses and Other Current Assets (Tables)
Disclosure - Prepaid Expenses and Other Current Assets (Tables) (USD $) 9 Months Ended
( DeferredCostsCapitalizedPrepaidAndOtherAssetsDisclosureAbstract )  
  Sep. 30, 2018
   
   
   
Prepaid Expenses
   September 30, 2018  December 31, 2017
Prepaid officers’ compensation  $329,999   $445,149
Prepaid directors’ compensation   58,883    147,207
Prepaid marketing expenses   5,500    13,750
Other prepaid expenses and current assets   27,219    28,616
Total  $421,601   $634,722
( us-gaap:DeferredCostsCapitalizedPrepaidAndOtherAssetsDisclosureTextBlock )  
(End Disclosure - Prepaid Expenses and Other Current Assets (Tables))
 
Disclosure - Property and Equipment (Tables)
Disclosure - Property and Equipment (Tables) (USD $) 9 Months Ended
( custom:NotesToFinancialStatementsAbstract [Extension] )  
  Sep. 30, 2018
   
   
   
[custom:PropertyAndEquipment]
   September 30, 2018  December 31, 2017
Vehicles  $29,598   $29,598
Furniture and equipment   45,322    42,538
Personal computers   12,602    2,379
    87,522    74,515
Less:  accumulated depreciation   53,330    38,834
Total  $34,192   $35,681
( custom:PropertyAndEquipment [Extension] )  
(End Disclosure - Property and Equipment (Tables))
 
Disclosure - Accounts Payable and Accrued Liabilities (Tables)
Disclosure - Accounts Payable and Accrued Liabilities (Tables) (USD $) 9 Months Ended
( PayablesAndAccrualsAbstract )  
  Sep. 30, 2018
   
   
   
Accounts Payable and Accrued Liabilities
  

September 30, 2018

 

December 31, 2017

Accounts payable  $421,134   $373,882
Accrued compensation   22,500    215,026
Other accrued expenses   177,644    161,899
Total  $621,278   $750,807
( us-gaap:AccountsPayableAccruedLiabilitiesAndOtherLiabilitiesDisclosureCurrentTextBlock )  
(End Disclosure - Accounts Payable and Accrued Liabilities (Tables))
 
Disclosure - Convertible Notes Payable (Tables)
Disclosure - Convertible Notes Payable (Tables) (USD $) 9 Months Ended
( us-gaap:CashAndCashEquivalentsAbstract )  
  Sep. 30, 2018
   
   
   
Convertible Notes Payable
  

Interest

Rates

 

 

Term

 

September 30, 2018  

 

December 31, 2017

Convertible Notes Payable   6% - 10%   0 - 8 months   $1,214,648   $1,026,995
Discount             (525,286)   (349,297)
Total            $689,362   $677,698
( custom:ConvertibleNotesPayable2 [Extension] )  
(End Disclosure - Convertible Notes Payable (Tables))
 
Disclosure - Notes Payable (Tables)
Disclosure - Notes Payable (Tables) (USD $) 9 Months Ended
( DebtDisclosureAbstract )  
  Sep. 30, 2018
   
   
   
Notes Payable
  

Interest

Rate

 

 

Term

 

September 30,

2018

 

December 31,

2017

Notes payable 

0 %

   

.9 years

   $40,674   $549,936
( us-gaap:DebtAndCapitalLeasesDisclosuresTextBlock )  
(End Disclosure - Notes Payable (Tables))
 
Disclosure - Related Party Convertible Notes Payable (Tables)
Disclosure - Related Party Convertible Notes Payable (Tables) (USD $) 9 Months Ended
( custom:NotesToFinancialStatementsAbstract [Extension] )  
  Sep. 30, 2018
   
   
   
Related Party Convertible Notes Payable
  

Interest Rate

 

 

Term

  September 30, 2018  

December 31, 2017

Related party convertible notes payable   6%    0 years   $—     $179,000
Discount               (4,544)
Total         $—     $174,456
( custom:RelatedPArtyConvertibleNotesPayable [Extension] )  
(End Disclosure - Related Party Convertible Notes Payable (Tables))
 
Disclosure - Income Taxes (Tables)
Disclosure - Income Taxes (Tables) (USD $) 9 Months Ended
( custom:IncomeTaxesTablesAbstract [Extension] )  
  Sep. 30, 2018
   
   
   
Schedule of Deferred Tax Assets and Liabilities
    September 30, 2018    December 31, 2017
Deferred Tax Assets         
Net Operating Losses  $4,000,000   $3,360,000
Less:  Valuation Allowance   $(4,000,000)  $(3,360,000)
Deferred Tax Assets – Net   —      —  
( us-gaap:ScheduleOfDeferredTaxAssetsAndLiabilitiesTableTextBlock )  
Schedule of reconciliation of income tax benefit
   Nine Months Ended
   September 30, 2018  September 30, 2017
U.S federal statutory rate   (21%)   (34%)
State income tax, net of federal benefit   (0.0%)   (0.0%)
Increase in valuation allowance   21%   34%
Income tax provision (benefit)   0.0%   0.0%
( custom:ScheduleOfReconciliationOfIncomeTaxBenefitTextBlock [Extension] )  
(End Disclosure - Income Taxes (Tables))
 
Disclosure - Acquisition (Tables)
Disclosure - Acquisition (Tables) (USD $) 9 Months Ended
( BusinessCombinationsAbstract )  
  Sep. 30, 2018
   
   
   
Pro Forma Results
   Pro Forma Results
Nine Months Ended
   September 30, 2018  September 30, 2017
       
Sales, net of returns  $310,148   $218,458
Income (Loss) Before Income Tax Provision  $(1,029,526)  $(5,556,629)
          
Diluted Income (Loss) per Common Share  $(0.00)  $(0.01)
( custom:ProFormaResults [Extension] )  
(End Disclosure - Acquisition (Tables))
 
Disclosure - General (Details Narrative)
Disclosure - General (Details Narrative) (USD $) 9 Months Ended
( us-gaap:AccountingPoliciesAbstract )  
  Sep. 30, 2018
   
   
   
Name Change to Totally Hemp Crazy, Inc 2014-07-17
( dei:EntityInformationDateToChangeFormerLegalOrRegisteredName )  
Name Change to Rocky Mountain High Brands, Inc. 2015-10-23
( custom:NameChange [Extension] )  
Acquired assets of BFIT Brands LLC 2018-07-25
( custom:AcquiredAssetsBFITBrands [Extension] )  
(End Disclosure - General (Details Narrative))
 
Disclosure - Level 3 Financial Instrument Narrative (Details)
Disclosure - Level 3 Financial Instrument Narrative (Details) (USD $) 9 Months Ended    
( custom:Level3FinancialInstrumentNarrativeDetailsAbstract [Extension] )      
  Sep. 30, 2018 Dec. 31, 2017 Sep. 30, 2018
       
       
       
Opening Balance of Financial Instrument   5,609,389  
( custom:OpeningBalanceOfFinancialInstrument1 [Extension] )      
Stock issued      
( custom:StockIssued [Extension] )      
Exercises (3,257,358)    
( us-gaap:AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationAndExerciseOfStockOptions )      
Change in fair value recognized in operations     (2,059,621)
( custom:ChangeInFairValueRecognizedInOperations1 [Extension] )      
Closing Balance of Finacial Instrument 292,410    
( custom:ClosingBalance [Extension] )      
(End Disclosure - Level 3 Financial Instrument Narrative (Details))
 
Disclosure - Estimated Fair Value Of Derivative Instruments Using Black-Scholes Option Pricing Model (Details)
Disclosure - Estimated Fair Value Of Derivative Instruments Using Black-Scholes Option Pricing Model (Details) (USD $)  
( custom:EstimatedFairValueOfDerivativeInstrumentsUsingBlackScholesOptionPricingModelAbstract [Extension] )  
  Sep. 30, 2018
   
   
   
Estimated Dividends 0
( custom:EstimatedDividends [Extension] )  
Expected Volatility 1.5214
( custom:ExpectedVolatilityMinimum [Extension] )  
Risk Free Interest Rate 0.02191
( custom:RiskFreeInterestRateMinimum [Extension] )  
Expected Term in years Minimum 0.1
( custom:ExpectedTermInYearsMinimum [Extension] )  
Expected Term in years Maximum 4.0
( custom:ExpectedTermInYearsMaximum [Extension] )  
(End Disclosure - Estimated Fair Value Of Derivative Instruments Using Black-Scholes Option Pricing Model (Details))
 
Disclosure - Going Concern (Details)
Disclosure - Going Concern (Details) (USD $)      
( custom:GoingConcernDetailsAbstract [Extension] )      
  Sep. 30, 2018 Oct. 12, 2017 Aug. 8, 2018
       
       
       
Shareholders deficit 764,655    
( custom:ShareholdersDeficit [Extension] )      
Accumulated deficit 36,364,245    
( custom:AccumulatedDeficit [Extension] )      
GHS Investments to purchase in stock   15,000,000  
( custom:GHSInvestmentsToPurchaseStock [Extension] )      
Common Stock Shares to be registered     320,000,000
( custom:SharesToBeRegistered [Extension] )      
Working Capital Deficit 990,329    
( custom:WorkingCapitalDeficit [Extension] )      
(End Disclosure - Going Concern (Details))
 
Disclosure - Inventory (Details)
Disclosure - Inventory (Details) (USD $)    
( us-gaap:InventoryDisclosureAbstract )    
  Sep. 30, 2018 Dec. 31, 2017
     
     
     
Finished Inventory 117,683 77,417
( custom:Inventory1 [Extension] )    
Raw Materials and Packaging 21,339 4,795
( custom:RawMaterials [Extension] )    
Total Inventory 139,022 82,312
( custom:TotalInventory [Extension] )    
(End Disclosure - Inventory (Details))
 
Disclosure - Prepaid Expenses and Other Current Assets (Details)
Disclosure - Prepaid Expenses and Other Current Assets (Details) (USD $)    
( custom:NotesToFinancialStatementsAbstract [Extension] )    
  Sep. 30, 2018 Dec. 31, 2017
     
     
     
Prepaid Officers Compensation 329,999 445,149
( custom:PrepaidOfficerCompensation [Extension] )    
Prepaid Directors Compensation 58,883 147,207
( custom:PrepaidDirectorCompensation [Extension] )    
Prepaid Marketing Expenses 5,500 13,750
( custom:PrepaidMarketingExpenses [Extension] )    
Other Prepaid Expenses and Current Assets 27,219 28,616
( custom:OtherPrepaidExpenses [Extension] )    
Total 421,601 634,722
( custom:TotalPrepaidExpenses [Extension] )    
(End Disclosure - Prepaid Expenses and Other Current Assets (Details))
 
Disclosure - Property And Equipment (Details)
Disclosure - Property And Equipment (Details) (USD $)    
( custom:PropertyAndEquipmentDetailsAbstract [Extension] )    
  Sep. 30, 2018 Dec. 31, 2017
     
     
     
Vehicles 29,598 29,598
( custom:Vehicle [Extension] )    
Furniture and Equipment 45,322 42,538
( custom:FurnitureAndEquipment [Extension] )    
Personal computer book value 12,602 2,379
( custom:PersonalComputerBookValue [Extension] )    
Subtotal 87,522 74,515
( custom:Subtotal [Extension] )    
Less Accumulated Depreciation 53,330 38,834
( custom:LessAccumulatedDepreciation [Extension] )    
Total 34,192 35,681
( custom:Total [Extension] )    
(End Disclosure - Property And Equipment (Details))
 
Disclosure - Property and Equipment (Details Narrative)
Disclosure - Property and Equipment (Details Narrative) (USD $) 3 Months Ended 9 Months Ended
( us-gaap:PropertyPlantAndEquipmentAbstract )    
  Sep. 30, 2018 Sep. 30, 2017 Sep. 30, 2018 Sep. 30, 2017
         
         
         
Depreciation Expense 4,367 4,584 14,496 16,679
( us-gaap:DepreciationExpenseOnReclassifiedAssets )        
(End Disclosure - Property and Equipment (Details Narrative))
 
Disclosure - Accounts Payable amd Accrued Liabilities (Details)
Disclosure - Accounts Payable amd Accrued Liabilities (Details) (USD $)    
( us-gaap:PayablesAndAccrualsAbstract )    
  Sep. 30, 2018 Dec. 31, 2017
     
     
     
Accounts Payable 421,134 373,882
( us-gaap:AccountsPayableCurrent )    
Accrued Compensation 22,500 215,026
( us-gaap:AccruedSalariesCurrent )    
Other Accrued Expenses 117,644 161,899
( us-gaap:AccruedLiabilitiesAndOtherLiabilities )    
Total 621,279 750,808
( us-gaap:AccountsPayableAndAccruedLiabilitiesCurrent )    
(End Disclosure - Accounts Payable amd Accrued Liabilities (Details))
 
Disclosure - Convertible Notes Payable (Details)
Disclosure - Convertible Notes Payable (Details) (USD $) 9 Months Ended    
( custom:ConvertibleNotesPayableDetailsAbstract [Extension] )      
  Sep. 30, 2018 Sep. 30, 2017 Sep. 30, 2018 Dec. 31, 2017
         
         
         
Convertible Notes Payable     1,214,648 1,026,995
( custom:ConvetibleNotesPayable [Extension] )        
Convertible notes of term in months minimum P0D      
( custom:ConvertibleNoteTermMinimum [Extension] )        
Convertible notes of term in months maximum P8M      
( custom:ConvertibleNoteTermMaximum [Extension] )        
Convertible notes interest rate minimum 0.06      
( custom:ConvertibleNotesInterestRate [Extension] )        
Convertible notes interest rate maximum 0.10      
( custom:ConvertibleNotesInteestRateMaximum [Extension] )        
Discount     (525,286) (349,297)
( custom:Discount [Extension] )        
Total     689,362 677,698
( custom:TotalConvertibleNotesPayable [Extension] )        
(End Disclosure - Convertible Notes Payable (Details))
 
Disclosure - Convertible Notes Payable (Details Narrative)
Disclosure - Convertible Notes Payable (Details Narrative) (USD $) 3 Months Ended 9 Months Ended
( custom:ConvertibleNotesPayableDetailsAbstract [Extension] )    
  Sep. 30, 2018 Sep. 30, 2017 Sep. 30, 2018 Sep. 30, 2017
         
         
         
Interest Expense, Amortization of the Discount 308,239 124,584 1,048,765 219,435
( custom:AmortizationOfTheDiscount [Extension] )        
Interst Expense 268,021 0 2,700,930 0
( custom:InterstExpenseIncldingAmortization [Extension] )        
(End Disclosure - Convertible Notes Payable (Details Narrative))
 
Disclosure - Notes Payable (Details)
Disclosure - Notes Payable (Details) (USD $) 9 Months Ended    
( us-gaap:DebtDisclosureAbstract )      
  Sep. 30, 2018 Sep. 30, 2018 Dec. 31, 2017
       
       
       
Notes Payable   40,674 549,936
( us-gaap:NotesPayable )      
Interest Rate 0.00    
( custom:InterestRateNotesPayable [Extension] )      
Term Minimum P10M24D    
( custom:TermNotesPayable [Extension] )      
(End Disclosure - Notes Payable (Details))
 
Disclosure - Notes Payable (Details Narrative)
Disclosure - Notes Payable (Details Narrative) (USD $)     3 Months Ended 9 Months Ended
( us-gaap:DebtDisclosureAbstract )        
  Sep. 1, 2016 Nov. 30, 2017 Sep. 30, 2018 Sep. 30, 2017 Sep. 30, 2018 Sep. 30, 2017
             
             
             
Note Payable 40,122 500,000        
( custom:WhitestoneNotePayable [Extension] )            
Interest Rate of Note Payable 0          
( custom:WhitestoneInterestRate [Extension] )            
Monthly Payament Amount 1,114          
( custom:WhitestoneMonthlyPayment [Extension] )            
Discount 36,634          
( custom:WhitesideDiscount [Extension] )            
Term of Note Payable 3          
( custom:TermOfNotePayable [Extension] )            
Balance on the Note            
( custom:BalanceOnNotePayable [Extension] )            
Interest Expense on Note 1     559 416 779 461
( custom:InterestExpenseNotePayable [Extension] )            
Interest Expense on Note 2            
( custom:InterestExpenseNoteOne [Extension] )            
Loss on extinguishment   15,256        
( custom:LossOnExtinguishment [Extension] )            
(End Disclosure - Notes Payable (Details Narrative))
 
Disclosure - Related Party Convertible Notes Payable (Details)
Disclosure - Related Party Convertible Notes Payable (Details) (USD $) 9 Months Ended    
( custom:RelatedPartyDetailsAbstract [Extension] )      
  Sep. 30, 2018 Sep. 30, 2018 Dec. 31, 2017
       
       
       
Related Party Convertible Notes Payable   179,000
( custom:RelatedPartyConvertibleNotesPayable1 [Extension] )      
Interest Rate 0.06    
( custom:RelatedPartyInterestRateMinimum [Extension] )      
Term Minimum P0Y    
( custom:TermMinimumNotes [Extension] )      
Term Maximum P0Y    
( custom:TermMaximumConvertible [Extension] )      
Discount     (4,544)
( custom:RelatedPartyDiscount [Extension] )      
Total   174,456
( custom:RelatedPartyTotal [Extension] )      
(End Disclosure - Related Party Convertible Notes Payable (Details))
 
Disclosure - Related Party Convertible Notes (Details Narrative)
Disclosure - Related Party Convertible Notes (Details Narrative) (USD $) 3 Months Ended 9 Months Ended
( custom:NotesToFinancialStatementsAbstract [Extension] )    
  Sep. 30, 2018 Sep. 30, 2017 Sep. 30, 2018 Sep. 30, 2017
         
         
         
Interest Expense 0 121,199 8,043 529,678
( custom:RelatedPartyNotesInterestExpense [Extension] )        
(End Disclosure - Related Party Convertible Notes (Details Narrative))
 
Disclosure - Series A Preferred Stock (Details Narrative)
Disclosure - Series A Preferred Stock (Details Narrative) (USD $)    
( custom:SeriesCPreferredStockAbstract [Extension] )    
  Sep. 30, 2018 Dec. 31, 2017
     
     
     
Series A Preferred Stock Outstanding 1,000,000 1,000,000
( custom:SeriesAPeferredStockOutstanding [Extension] )    
Formerly entitled to vote rate    
( custom:FormerlyEntitledToVoteRate [Extension] )    
Common Stock conversion to preferred stock rate    
( custom:CommonStockConversionToPreferredStockRate [Extension] )    
current entitled to vote rate    
( custom:CurrentEntitledToVoteRate [Extension] )    
(End Disclosure - Series A Preferred Stock (Details Narrative))
 
Disclosure - Series B Preferred Stock (Details Narrative)
Disclosure - Series B Preferred Stock (Details Narrative) (USD $) 9 Months Ended    
( custom:NotesToFinancialStatementsAbstract [Extension] )      
  Sep. 30, 2018 Sep. 30, 2018 Dec. 31, 2017
       
       
       
Series B Authorized Stock 7,000,000    
( custom:SeriesBPreferredAuthorized [Extension] )      
Shares Oustanding Series B   0 0
( custom:SeriesBOutstanding [Extension] )      
(End Disclosure - Series B Preferred Stock (Details Narrative))
 
Disclosure - Series C Preferred Stock (Details Narrative)
Disclosure - Series C Preferred Stock (Details Narrative) (USD $) 9 Months Ended    
( custom:SeriesCPreferredStockAbstract [Extension] )      
  Sep. 30, 2018 Sep. 30, 2018 Dec. 31, 2017
       
       
       
Series C Preferred Authorized 2,000,000    
( custom:SeriesCPreferredAuthorized [Extension] )      
Date Articles of Incorporation Amended 2015-11-13    
( custom:DateArticlesOfIncorporationAmendedSeriesC [Extension] )      
Series C Preferred Shares bears interest at a rate per annum   0.12  
( custom:SeriesCPreferredSharesBearsInterestAtARatePerAnnum [Extension] )      
Holder converted note and interest in exchange for same number of Preferred C Shares.      
( custom:HolderConvertedNoteAndInterestInExchangeForSameNumberOfPreferredCShares [Extension] )      
Company issued shares of common stock to acquire assets of Dollar Shots Club      
( custom:CompanyIssuedSharesOfCommonStockToAcquireAssetsOfDollarShotsClub [Extension] )      
Each Series C Preferred Share can be converted in to Shares of Common Stock   50  
( custom:EachSeriesCPreferredShareCanBeConvertedInToSharesOfCommonStock [Extension] )      
Shares Outstanding   0 0
( custom:SharesOutsanding [Extension] )      
(End Disclosure - Series C Preferred Stock (Details Narrative))
 
Disclosure - Series D Preferred Stock (Details Narrative)
Disclosure - Series D Preferred Stock (Details Narrative) (USD $) 9 Months Ended    
( custom:NotesToFinancialStatementsAbstract [Extension] )      
  Sep. 30, 2018 Sep. 30, 2018 Dec. 31, 2017
       
       
       
Series D Preferred Authorized 2,000,000    
( custom:SeriesDPreferredAuthorized [Extension] )      
Series Conversion Rate 100    
( custom:SeriesCConversionRate [Extension] )      
Shares Oustanding   0 0
( custom:SeriesDSharesOustanding [Extension] )      
(End Disclosure - Series D Preferred Stock (Details Narrative))
 
Disclosure - Series E Preferred Stock (Details Narrative)
Disclosure - Series E Preferred Stock (Details Narrative) (USD $) 9 Months Ended      
( custom:NotesToFinancialStatementsAbstract [Extension] )        
  Sep. 30, 2018 Oct. 31, 2017 Sep. 30, 2018 Dec. 31, 2017
         
         
         
Series E Preferred Stock Created 2017-09-19      
( custom:SeriesEPreferredCreated [Extension] )        
Votes per share entiled to cast 2,000      
( custom:VotesPerShareEntitledToCast [Extension] )        
Convertible to Common Stock on basis per share 1      
( custom:ConvertibleToCommonStockPerSharePreferredE [Extension] )        
Series E Stock Granted to Chairman 789,474      
( custom:SeriesEGrantedChairman [Extension] )        
Welch Converted Series E   789,474    
( custom:WelchConvertedSeriesE [Extension] )        
Welch Common stock upon conversion   789,474    
( custom:WelchCommonStockUponConversion [Extension] )        
Shares Outstanding     0 0
( custom:SeriesDSharesOustanding [Extension] )        
(End Disclosure - Series E Preferred Stock (Details Narrative))
 
Disclosure - Warrants and Options (Details)
Disclosure - Warrants and Options (Details) (USD $) 9 Months Ended
( custom:NotesToFinancialStatementsAbstract [Extension] )  
  Sep. 30, 2018
   
   
   
Common Stock Warrants Granted 0
( custom:CommonStockWarrantsGranted [Extension] )  
Common Stock Warrants exercised 0
( custom:CommonStockWarrantsExercised [Extension] )  
Warrants Cancelled 0
( custom:WarrantsCancelled [Extension] )  
Options Granted to purchase Common stock 11,469,613
( custom:OptionsGrantedToPurchaseCommonStock [Extension] )  
Exercised Options 23,607,193
( custom:ExercisedOptions [Extension] )  
Options Minimum Term P2Y
( custom:OptionsMinimumTerm [Extension] )  
Options Maximum Term P5Y
( custom:OptionsMaximumTerm [Extension] )  
Exercise Price of Options 0.003
( custom:ExercisePriceOfOptions [Extension] )  
(End Disclosure - Warrants and Options (Details))
 
Disclosure - Concentrations (Details)
Disclosure - Concentrations (Details) (USD $) 3 Months Ended 9 Months Ended
( custom:ConcentrationsDetailsAbstract [Extension] )    
  Sep. 30, 2018 Sep. 30, 2017 Sep. 30, 2018 Sep. 30, 2017
         
         
         
Company's two largest customers percent accounted of sales number one 0.12 0.10 0.06 0.23
( custom:CompanySTwoLargestCustomersAccountedOfSales [Extension] )        
Company's two largest customers percent accounted of sales number two 0.03 0.05 0.06 0.14
( custom:CompanySTwoLargestCustomersAccountedOfSales1 [Extension] )        
(End Disclosure - Concentrations (Details))
 
Disclosure - Reconciliation of income tax benefit (Details)
Disclosure - Reconciliation of income tax benefit (Details) (USD $) 9 Months Ended
( custom:ReconciliationOfIncomeTaxBenefitDetailsAbstract [Extension] )  
  Sep. 30, 2018 Sep. 30, 2017
     
     
     
U.S federal statutory rate 0.21 0.34
( us-gaap:EffectiveIncomeTaxRateReconciliationAtFederalStatutoryIncomeTaxRate )    
State income tax, net of federal benefit 0.0000 0.0000
( us-gaap:EffectiveIncomeTaxRateReconciliationStateAndLocalIncomeTaxes )    
Increase in valuation allowance 0.21 0.34
( us-gaap:EffectiveIncomeTaxRateReconciliationChangeInDeferredTaxAssetsValuationAllowance )    
Income tax provision (benefit) 0.0000 0.0000
( us-gaap:EffectiveIncomeTaxRateContinuingOperations )    
(End Disclosure - Reconciliation of income tax benefit (Details))
 
Disclosure - Net deferred tax liability (Details)
Disclosure - Net deferred tax liability (Details) (USD $)    
( custom:NetDeferredTaxLiabilityDetailsAbstract [Extension] )    
  Sep. 30, 2018 Dec. 31, 2017
     
     
     
Net Operating Losses 4,000,000 3,360,000
( custom:NetOperatingLosses [Extension] )    
Less: Valuation Allowance (4,000,000) (3,360,000)
( custom:LessValuationAllowance [Extension] )    
Deferred Tax Assets - Net 0 0
( us-gaap:DeferredTaxAssetsNet )    
(End Disclosure - Net deferred tax liability (Details))
 
Disclosure - Income Tax (Details)
Disclosure - Income Tax (Details) (USD $) 9 Months Ended  
( custom:IncomeTaxAbstract [Extension] )    
  Sep. 30, 2018 Sep. 30, 2018
     
     
     
Company had federal and state net operating loss carryovers   14,000,000
( custom:CompanyHadFederalAndStateNetOperatingLossCarryovers [Extension] )    
Deferred tax expense   2,000,000
( custom:DeferredTaxExpense [Extension] )    
U.S. corporate income tax rate previous 0.35  
( custom:USCorporateTaxRatePrevious [Extension] )    
U.S. corporate tax rate current 0.21  
( custom:USCorporateTaxRateCurrent [Extension] )    
(End Disclosure - Income Tax (Details))
 
Disclosure - Commitments (Details)
Disclosure - Commitments (Details) (USD $)   9 Months Ended  
( custom:CommitmentsDetailsAbstract [Extension] )      
  Sep. 1, 2016 Sep. 30, 2018 Jan. 18, 2018
       
       
       
Term of Lease   P3Y  
( custom:TermOfLease [Extension] )      
Monthly Payment Year One 7,715    
( custom:TheLeaseCallsForMonthlyPayments [Extension] )      
Monthly Payments Year Two 7,972    
( custom:MonthlyPaymentsYearTwo [Extension] )      
Monthly Payments Year Three 8,229    
( custom:MonthlyPaymentsYearThree [Extension] )      
Office Agreement in Colorado per month rent     91
( custom:OfficeAgreementColorado [Extension] )      
Term of Lease Agreement   P12M  
( custom:TermOfLeaseAgreement [Extension] )      
(End Disclosure - Commitments (Details))
 
Disclosure - Legal Proceedings (Details Narrative)
Disclosure - Legal Proceedings (Details Narrative) (USD $) 9 Months Ended 6 Months Ended     9 Months Ended
( us-gaap:CommitmentsAndContingenciesDisclosureAbstract )          
  Sep. 30, 2018 Jun. 30, 2018 Apr. 1, 2016 Jun. 19, 2017 Sep. 30, 2018 Sep. 30, 2018 Sep. 30, 2018
( srt:LitigationCaseAxis )              
          Lily Li Epic One Group LSW Holdings
( srt:LitigationCaseTypeDomain )              
Voting Right Increase   1200:1          
( custom:VotingRightsInrease [Extension] )              
Damages sought   10,000,000          
( custom:DamagesSought [Extension] )              
Paid to Grisaffi   3,500,000          
( custom:PaidToGrisaffi [Extension] )              
Money spent by LSW   6,500,000          
( custom:MoneySpentByLSW [Extension] )              
Judgment against Grisaffi 3,500,000            
( custom:JudgmentAgainstGrisaffi [Extension] )              
Date Employment Agreement voided by court 2013-04-01            
( custom:EmploymentAgreementVoidedByCourt [Extension] )              
Preferred Stock Issued Voided 1,000,000       10,000,000 11,000,000 1,000,000
( custom:PreferredStockIssuedVoided [Extension] )              
Convertible Promissory Note Voided     184,300 200,150      
( custom:ConvertiblePromissoryNoteVoided [Extension] )              
(End Disclosure - Legal Proceedings (Details Narrative))
 
Disclosure - Gain on Lawsuit Judgement and Legal Settlement (Details Narrative)
Disclosure - Gain on Lawsuit Judgement and Legal Settlement (Details Narrative) (USD $) 9 Months Ended 1 Month Ended
( us-gaap:HealthCareOrganizationsAbstract )    
  Sep. 30, 2018 Aug. 31, 2018 Sep. 30, 2018
       
       
       
Gain on Legal Settlement   654,289 34,435
( custom:GainOnLegalSettlement [Extension] )      
De-recognized notes and accrued interest   418,865  
( custom:DeRecognizedNotesAndAccruedInterest [Extension] )      
De-recognized derivative liability   235,424  
( custom:DeRecognizedDerivativeLiability [Extension] )      
Voided Preferred Shares 1,000,000    
( custom:PreferredStockIssuedVoided [Extension] )      
Common Shares Received in settlement     1,818,180
( custom:CommonSharesReceivedInSettlement [Extension] )      
(End Disclosure - Gain on Lawsuit Judgement and Legal Settlement (Details Narrative))
 
Disclosure - Acquisition (Details)
Disclosure - Acquisition (Details) (USD $) 9 Months Ended
( us-gaap:BusinessCombinationsAbstract )  
  Sep. 30, 2018 Sep. 30, 2017
     
     
     
Sales, net of returns 310,148 218,458
( custom:SalesNetOfReturns [Extension] )    
Income (Loss) before income tax provision (1,029,526) (5,556,629)
( us-gaap:DiscontinuedOperationIncomeLossFromDiscontinuedOperationDuringPhaseOutPeriodBeforeIncomeTax )    
Diluted Income (Loss) per Common share 0.00 0.01
( us-gaap:IncomeLossFromContinuingOperationsPerDilutedShare )    
(End Disclosure - Acquisition (Details))
 
Disclosure - Acquisition (Details Narrative)
Disclosure - Acquisition (Details Narrative) (USD $) 9 Months Ended  
( us-gaap:BusinessCombinationsAbstract )    
  Sep. 30, 2018 Jul. 25, 2018
     
     
     
Cash Paid for acquisition   230,438
( custom:CashPaidForAcquisition [Extension] )    
Common Stock Value Issued to BFIT owners   75,000
( custom:CommonStockValueIssuedToOwners [Extension] )    
Forgiveness of debt 80,000  
( us-gaap:DebtInstrumentDecreaseForgiveness )    
Accrued Interest 438  
( us-gaap:PresentValueOfFutureInsuranceProfitsAmortizationExpenseAccruedInterest )    
Due to owners over time   75,000
( custom:DueToOwners [Extension] )    
Assets   98,297
( us-gaap:BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCurrentAssets )    
Intangible Assets   132,141
( us-gaap:AcquiredFiniteLivedIntangibleAssetResidualValue )    
(End Disclosure - Acquisition (Details Narrative))
 
Disclosure - Subsequent Events (Details Narrative)
Disclosure - Subsequent Events (Details Narrative) (USD $) 2 Months Ended 9 Months Ended    
( us-gaap:AccountingPoliciesAbstract )        
  Nov. 16, 2018 Sep. 30, 2018 Oct. 12, 2018 Oct. 26, 2018
         
         
         
Shares of Common Stock Issued 124,976,488      
( custom:SharesOfCommonStockIssued [Extension] )        
Common Stock issued for debt conversions 20,541,426      
( custom:CommonStockIssuedForDebtConversion [Extension] )        
Common Stock Issued for Services Rendered 1,500,000      
( custom:CommonStockIssuedForCashPurchases [Extension] )        
Common Stock Issued for Cash 102,935,062      
( custom:CommonStockIssuedForLegalSettlement [Extension] )        
Convertible Note Payable Executed     55,000  
( custom:ConvertibleNotePayableExecuted [Extension] )        
Interest Rate of Note Payable     0.10  
( custom:InterestRateNotePayabe [Extension] )        
Term of Convertible Notes Payable   P9M    
( custom:TermOfConvertibleNotesPayable [Extension] )        
Fixed Conversion Rate of Convertible Notes Payable     0.008  
( custom:FixedConversionRateOfConvertibleNotesPayable [Extension] )        
Series A Shares Voided       1,000,000
( custom:SeriesASharesVoided [Extension] )        
(End Disclosure - Subsequent Events (Details Narrative))
Contexts
ID Period CIK Dimensions
From2018-01-01to2018-09-30 2018-01-01 - 2018-09-30 0001670869  
AsOf2018-11-16 2018-11-16 0001670869  
AsOf2018-09-30 2018-09-30 0001670869  
AsOf2017-12-31 2017-12-31 0001670869  
From2018-07-01to2018-09-30 2018-07-01 - 2018-09-30 0001670869  
From2017-07-01to2017-09-30 2017-07-01 - 2017-09-30 0001670869  
From2017-01-01to2017-09-30 2017-01-01 - 2017-09-30 0001670869  
AsOf2016-12-31 2016-12-31 0001670869  
AsOf2017-09-30 2017-09-30 0001670869  
AsOf2018-06-30 2018-06-30 0001670869  
AsOf2017-10-12 2017-10-12 0001670869  
AsOf2018-08-08 2018-08-08 0001670869  
AsOf2016-09-01 2016-09-01 0001670869  
AsOf2017-11-30 2017-11-30 0001670869  
AsOf2017-10-31 2017-10-31 0001670869  
AsOf2018-01-18 2018-01-18 0001670869  
From2018-01-01to2018-06-30 2018-01-01 - 2018-06-30 0001670869  
AsOf2016-04-01 2016-04-01 0001670869  
AsOf2017-06-19 2017-06-19 0001670869  
From2018-01-01to2018-09-30_custom_LilyLiMember 2018-01-01 - 2018-09-30 0001670869 srt:LitigationCaseAxis: custom:LilyLiMember
From2018-01-01to2018-09-30_custom_EpicOneGroupMember 2018-01-01 - 2018-09-30 0001670869 srt:LitigationCaseAxis: custom:EpicOneGroupMember
From2018-01-01to2018-09-30_custom_LSWHoldingsMember 2018-01-01 - 2018-09-30 0001670869 srt:LitigationCaseAxis: custom:LSWHoldingsMember
From2018-08-01to2018-08-31 2018-08-01 - 2018-08-31 0001670869  
From2018-09-01to2018-09-30 2018-09-01 - 2018-09-30 0001670869  
AsOf2018-07-25 2018-07-25 0001670869  
From2018-10-01to2018-11-16 2018-10-01 - 2018-11-16 0001670869  
AsOf2018-07-24 2018-07-24 0001670869  
AsOf2018-08-13 2018-08-13 0001670869  
AsOf2018-10-12 2018-10-12 0001670869  
AsOf2018-10-26 2018-10-26 0001670869  
(End Contexts)
 
Elements
Element Data Type Period Type Balance Type Custom
BusinessCombinationsAbstract xbrli:stringItemType  Duration     
   
DebtDisclosureAbstract xbrli:stringItemType  Duration     
   
DeferredCostsCapitalizedPrepaidAndOtherAssetsDisclosureAbstract xbrli:stringItemType  Duration     
   
PayablesAndAccrualsAbstract xbrli:stringItemType  Duration     
   
custom:AccountingPoliciesAbstract1 xbrli:stringItemType  Duration    Yes
     
custom:AccumulatedDeficit xbrli:monetaryItemType  Instant  Debit  Yes
  The cumulative amount of the reporting entity's undistributed earnings or deficit.  
custom:AcquiredAssetsBFITBrands xbrli:dateItemType  Duration    Yes
     
custom:AmortizationOfTheDiscount xbrli:monetaryItemType  Duration    Yes
     
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  The maximum number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) permitted to be issued by an entity's charter and bylaws.  
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  The maximum number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) permitted to be issued by an entity's charter and bylaws.  
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  The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business.  
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  A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.  
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  Indicate number of shares or other units outstanding of each of registrant's classes of capital or common stock or other ownership interests, if and as stated on cover of related periodic report. Where multiple classes or units exist define each class/interest by adding class of stock items such as Common Class A [Member], Common Class B [Member] or Partnership Interest [Member] onto the Instrument [Domain] of the Entity Listings, Instrument.  
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  Date when Former Legal or Registered Name was changed  
dei:EntityPublicFloat xbrli:monetaryItemType  Instant  Credit   
  State aggregate market value of voting and non-voting common equity held by non-affiliates computed by reference to price at which the common equity was last sold, or average bid and asked price of such common equity, as of the last business day of registrant's most recently completed second fiscal quarter. The public float should be reported on the cover page of the registrants form 10K.  
dei:EntityRegistrantName xbrli:normalizedStringItemType  Duration     
  The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.  
dei:EntitySmallBusiness xbrli:booleanItemType  Duration     
  Indicates that the company is a smaller reporting company with both a public float and revenues of less than $75 million.  
dei:EntityVoluntaryFilers dei:yesNoItemType  Duration     
  Indicate 'Yes' or 'No' if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  
dei:EntityWellKnownSeasonedIssuer dei:yesNoItemType  Duration     
  Indicate 'Yes' or 'No' if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Is used on Form Type: 10-K, 10-Q, 8-K, 20-F, 6-K, 10-K/A, 10-Q/A, 20-F/A, 6-K/A, N-CSR, N-Q, N-1A.  
srt:LitigationCaseAxis xbrli:stringItemType  Duration     
  Information by type of judicial proceeding, alternative dispute resolution or claim.  
srt:LitigationCaseTypeDomain nonnum:domainItemType  Duration     
  Judicial proceeding, alternative dispute resolution or claim. For example, but not limited to, name of case, category of litigation, or other differentiating information.  
us-gaap:AccountingPoliciesAbstract xbrli:stringItemType  Duration     
   
us-gaap:AccountsAndNotesReceivableNet xbrli:monetaryItemType  Instant  Debit   
  Carrying amount as of the balance sheet date, net of allowance for doubtful accounts, of account and note receivables due from other than related parties.  
us-gaap:AccountsPayableAccruedLiabilitiesAndOtherLiabilitiesDisclosureCurrentTextBlock nonnum:textBlockItemType  Duration     
  The entire disclosure for accounts payable, accrued expenses, and other liabilities that are classified as current at the end of the reporting period.  
us-gaap:AccountsPayableAndAccruedLiabilitiesCurrent xbrli:monetaryItemType  Instant  Credit   
  Sum of the carrying values as of the balance sheet date of obligations incurred through that date and due within one year (or the operating cycle, if longer), including liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received, taxes, interest, rent and utilities, accrued salaries and bonuses, payroll taxes and fringe benefits.  
us-gaap:AccountsPayableAndAccruedLiabilitiesCurrentAndNoncurrent xbrli:monetaryItemType  Instant  Credit   
  Sum of the carrying values as of the balance sheet date of obligations incurred through that date, including liabilities incurred and payable to vendors for goods and services received, taxes, interest, rent and utilities, compensation costs, payroll taxes and fringe benefits (other than pension and postretirement obligations), contractual rights and obligations, and statutory obligations.  
us-gaap:AccountsPayableAndAccruedLiabilitiesDisclosureTextBlock nonnum:textBlockItemType  Duration     
  The entire disclosure for accounts payable and accrued liabilities at the end of the reporting period.  
us-gaap:AccountsPayableCurrent xbrli:monetaryItemType  Instant  Credit   
  Carrying value as of the balance sheet date of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).  
us-gaap:AccountsReceivableNet xbrli:monetaryItemType  Instant  Debit   
  For an unclassified balance sheet, the amount due from customers or clients for goods or services that have been delivered or sold in the normal course of business, reduced to their estimated net realizable fair value by an allowance established by the entity of the amount it deems uncertain of collection.  
us-gaap:AccruedLiabilitiesAndOtherLiabilities xbrli:monetaryItemType  Instant  Credit   
  Amount of expenses incurred but not yet paid nor invoiced, and liabilities classified as other.  
us-gaap:AccruedLiabilitiesCurrent xbrli:monetaryItemType  Instant  Credit   
  Carrying value as of the balance sheet date of obligations incurred and payable, pertaining to costs that are statutory in nature, are incurred on contractual obligations, or accumulate over time and for which invoices have not yet been received or will not be rendered. Examples include taxes, interest, rent and utilities. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).  
us-gaap:AccruedSalariesCurrent xbrli:monetaryItemType  Instant  Credit   
  Carrying value as of the balance sheet date of the obligations incurred through that date and payable for employees' services provided. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).  
us-gaap:AcquiredFiniteLivedIntangibleAssetResidualValue xbrli:monetaryItemType  Instant  Debit   
  The aggregate expected value at the end of their useful life of a major finite-lived intangible asset class acquired during the period either individually or as part of a group of assets (in either an asset acquisition or business combination). A major class is composed of intangible assets that can be grouped together because they are similar, either by their nature or by their use in the operations of a company.  
us-gaap:AdditionalPaidInCapital xbrli:monetaryItemType  Instant  Credit   
  Excess of issue price over par or stated value of the entity's capital stock and amounts received from other transactions involving the entity's stock or stockholders. Includes adjustments to additional paid in capital. Some examples of such adjustments include recording the issuance of debt with a beneficial conversion feature and certain tax consequences of equity instruments awarded to employees. Use this element for the aggregate amount of additional paid-in capital associated with common and preferred stock. For additional paid-in capital associated with only common stock, use the element additional paid in capital, common stock. For additional paid-in capital associated with only preferred stock, use the element additional paid in capital, preferred stock.  
us-gaap:AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationAndExerciseOfStockOptions xbrli:monetaryItemType  Duration  Credit   
  Changes in additional paid in capital related to exercise of share-based payments awards (such as stock options) and the amount of recognized equity-based compensation during the period (such as nonvested shares).  
us-gaap:AdvertisingCostsPolicyTextBlock nonnum:textBlockItemType  Duration     
  Disclosure of accounting policy for advertising costs. For those costs that cannot be capitalized, discloses whether such costs are expensed as incurred or the first period in which the advertising takes place. For direct response advertising costs that are capitalized, describes those assets and the accounting policy used, including a description of the qualifying activity, the types of costs capitalized and the related amortization period. An entity also may disclose its accounting policy for cooperative advertising arrangements.  
us-gaap:AmortizationOfDebtDiscountPremium xbrli:monetaryItemType  Duration  Debit   
  Amount of noncash expense included in interest expense to amortize debt discount and premium associated with the related debt instruments. Excludes amortization of financing costs. Alternate captions include noncash interest expense.  
us-gaap:AssetsCurrent xbrli:monetaryItemType  Instant  Debit   
  Sum of the carrying amounts as of the balance sheet date of all assets that are expected to be realized in cash, sold, or consumed within one year (or the normal operating cycle, if longer). Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.  
us-gaap:AssetsCurrentAbstract xbrli:stringItemType  Duration     
   
us-gaap:AssetsNoncurrent xbrli:monetaryItemType  Instant  Debit   
  Sum of the carrying amounts as of the balance sheet date of all assets that are expected to be realized in cash, sold or consumed after one year or beyond the normal operating cycle, if longer.  
us-gaap:BasisOfAccounting nonnum:textBlockItemType  Duration     
  The entire disclosure for the basis of accounting, or basis of presentation, used to prepare the financial statements (for example, US Generally Accepted Accounting Principles, Other Comprehensive Basis of Accounting, IFRS).  
us-gaap:BusinessAcquisitionProFormaInformationTextBlock nonnum:textBlockItemType  Duration     
  Tabular disclosure of pro forma results of operations for a material business acquisition or series of individually immaterial business acquisitions that are material in the aggregate.  
us-gaap:BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedCurrentAssets xbrli:monetaryItemType  Instant  Debit   
  Amount of assets that are expected to be realized or consumed within one year or the normal operating cycle, if longer, acquired at the acquisition date.  
us-gaap:BusinessCombinationsAbstract xbrli:stringItemType  Duration     
   
us-gaap:BusinessDescriptionAndAccountingPoliciesTextBlock nonnum:textBlockItemType  Duration     
  The entire disclosure for the business description and accounting policies concepts. Business description describes the nature and type of organization including but not limited to organizational structure as may be applicable to holding companies, parent and subsidiary relationships, business divisions, business units, business segments, affiliates and information about significant ownership of the reporting entity. Accounting policies describe all significant accounting policies of the reporting entity.  
us-gaap:BusinessDescriptionAndBasisOfPresentationTextBlock nonnum:textBlockItemType  Duration     
  The entire disclosure for the business description and basis of presentation concepts. Business description describes the nature and type of organization including but not limited to organizational structure as may be applicable to holding companies, parent and subsidiary relationships, business divisions, business units, business segments, affiliates and information about significant ownership of the reporting entity. Basis of presentation describes the underlying basis used to prepare the financial statements (for example, US Generally Accepted Accounting Principles, Other Comprehensive Basis of Accounting, IFRS).  
us-gaap:Cash xbrli:monetaryItemType  Instant  Debit   
  Amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Excludes cash and cash equivalents within disposal group and discontinued operation.  
us-gaap:CashAndCashEquivalentsAbstract xbrli:stringItemType  Duration     
   
us-gaap:CashAndCashEquivalentsAtCarryingValue xbrli:monetaryItemType  Instant  Debit   
  Amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Excludes cash and cash equivalents within disposal group and discontinued operation.  
us-gaap:CashAndCashEquivalentsPeriodIncreaseDecrease xbrli:monetaryItemType  Duration  Debit   
  Amount of increase (decrease) in cash and cash equivalents. Cash and cash equivalents are the amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Includes effect from exchange rate changes.  
us-gaap:CashAndCashEquivalentsPolicyTextBlock nonnum:textBlockItemType  Duration     
  Disclosure of accounting policy for cash and cash equivalents, including the policy for determining which items are treated as cash equivalents. Other information that may be disclosed includes (1) the nature of any restrictions on the entity's use of its cash and cash equivalents, (2) whether the entity's cash and cash equivalents are insured or expose the entity to credit risk, (3) the classification of any negative balance accounts (overdrafts), and (4) the carrying basis of cash equivalents (for example, at cost) and whether the carrying amount of cash equivalents approximates fair value.  
us-gaap:CashFlowNoncashInvestingAndFinancingActivitiesDisclosureAbstract xbrli:stringItemType  Duration     
   
us-gaap:CommitmentsAndContingenciesDisclosureAbstract xbrli:stringItemType  Duration     
   
us-gaap:CommitmentsDisclosureTextBlock nonnum:textBlockItemType  Duration     
  The entire disclosure for significant arrangements with third parties, which includes operating lease arrangements and arrangements in which the entity has agreed to expend funds to procure goods or services, or has agreed to commit resources to supply goods or services, and operating lease arrangements. Descriptions may include identification of the specific goods and services, period of time covered, minimum quantities and amounts, and cancellation rights.  
us-gaap:CommonStockParOrStatedValuePerShare num:perShareItemType  Instant     
  Face amount or stated value per share of common stock.  
us-gaap:CommonStockSharesAuthorized xbrli:sharesItemType  Instant     
  The maximum number of common shares permitted to be issued by an entity's charter and bylaws.  
us-gaap:CommonStockSharesIssued xbrli:sharesItemType  Instant     
  Total number of common shares of an entity that have been sold or granted to shareholders (includes common shares that were issued, repurchased and remain in the treasury). These shares represent capital invested by the firm's shareholders and owners, and may be all or only a portion of the number of shares authorized. Shares issued include shares outstanding and shares held in the treasury.  
us-gaap:CommonStockSharesOutstanding xbrli:sharesItemType  Instant     
  Number of shares of common stock outstanding. Common stock represent the ownership interest in a corporation.  
us-gaap:CommonStockValue xbrli:monetaryItemType  Instant  Credit   
  Aggregate par or stated value of issued nonredeemable common stock (or common stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable common shares, par value and other disclosure concepts are in another section within stockholders' equity.  
us-gaap:ConcentrationRiskDisclosureTextBlock nonnum:textBlockItemType  Duration     
  The entire disclosure for any concentrations existing at the date of the financial statements that make an entity vulnerable to a reasonably possible, near-term, severe impact. This disclosure informs financial statement users about the general nature of the risk associated with the concentration, and may indicate the percentage of concentration risk as of the balance sheet date.  
us-gaap:ContractualAdjustmentsAndThirdPartySettlementsPolicyPolicyTextBlock nonnum:textBlockItemType  Duration     
  Disclosure of accounting policy for contractual adjustments and third-party settlements.  
us-gaap:ConvertibleNotesPayableCurrent xbrli:monetaryItemType  Instant  Credit   
  Carrying value as of the balance sheet date of the portion of long-term debt due within one year or the operating cycle if longer identified as Convertible Notes Payable. Convertible Notes Payable is a written promise to pay a note which can be exchanged for a specified amount of another, related security, at the option of the issuer and the holder.  
us-gaap:CostOfGoodsAndServicesSold xbrli:monetaryItemType  Duration  Debit   
  The aggregate costs related to goods produced and sold and services rendered by an entity during the reporting period. This excludes costs incurred during the reporting period related to financial services rendered and other revenue generating activities.  
us-gaap:DebtAndCapitalLeasesDisclosuresTextBlock nonnum:textBlockItemType  Duration     
  The entire disclosure for debt and capital lease obligations can be reported. Information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants. Also includes descriptions and amounts of capital leasing arrangements that consist of direct financing, sales type and leveraged leases. Disclosure may include the effect on the balance sheet and the income statement resulting from a change in lease classification for leases tha  
us-gaap:DebtDisclosureAbstract xbrli:stringItemType  Duration     
   
us-gaap:DebtDisclosureTextBlock nonnum:textBlockItemType  Duration     
  The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.  
us-gaap:DebtInstrumentDecreaseForgiveness xbrli:monetaryItemType  Duration  Debit   
  Decrease for amounts of indebtedness forgiven by the holder of the debt instrument.  
us-gaap:DebtPolicyTextBlock nonnum:textBlockItemType  Duration     
  Disclosure of accounting policy related to debt. Includes, but is not limited to, debt issuance costs, the effects of refinancings, method of amortizing debt issuance costs and original issue discount, and classifications of debt.  
us-gaap:DeferredCostsCapitalizedPrepaidAndOtherAssetsDisclosureTextBlock nonnum:textBlockItemType  Duration     
  Tabular disclosure of the amounts paid in advance for capitalized costs that will be expensed with the passage of time or the occurrence of a triggering event, and will be charged against earnings within one year or the normal operating cycle, if longer; the aggregate carrying amount of current assets, not separately presented elsewhere in the balance sheet; and other deferred costs.  
us-gaap:DeferredTaxAssetsNet xbrli:monetaryItemType  Instant  Debit   
  Amount after allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences and carryforwards.  
us-gaap:DepreciationDepletionAndAmortization xbrli:monetaryItemType  Duration  Debit   
  The aggregate expense recognized in the current period that allocates the cost of tangible assets, intangible assets, or depleting assets to periods that benefit from use of the assets.  
us-gaap:DepreciationExpenseOnReclassifiedAssets xbrli:monetaryItemType  Duration  Debit   
  For the asset that is reclassified back to held and use from held-for-sale, the depreciation expense recognized when the asset is reclassified. This represents the difference between the carrying value at the time the decision to reclassify is made and the carrying amount that the asset would have had if it had never been classified as held for sale (including consideration of depreciation expense).  
us-gaap:DerivativeLiabilities xbrli:monetaryItemType  Instant  Credit   
  Fair value, after the effects of master netting arrangements, of a financial liability or contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset. Includes liabilities not subject to a master netting arrangement and not elected to be offset.  
us-gaap:DiscontinuedOperationIncomeLossFromDiscontinuedOperationDuringPhaseOutPeriodBeforeIncomeTax xbrli:monetaryItemType  Duration  Credit   
  Amount before tax of income (loss) from operations classified as a discontinued operation. Excludes gain (loss) on disposal and provision for gain (loss) until its disposal.  
us-gaap:DiscontinuedOperationProvisionForLossGainOnDisposalBeforeIncomeTax xbrli:monetaryItemType  Duration  Debit   
  Amount before tax of (gain) loss recognized for the (reversal of write-down) write-down to fair value, less cost to sell, of a discontinued operation.  
us-gaap:DividendsSharebasedCompensationStock xbrli:monetaryItemType  Duration  Debit   
  Amount of paid and unpaid stock dividends declared and applicable to holders of share-based compensation, for example, but not limited to, non-vested shares, stock options, or restricted stock units.  
us-gaap:EarningsPerShareBasicAndDiluted num:perShareItemType  Duration     
  The amount of net income or loss for the period per each share in instances when basic and diluted earnings per share are the same amount and reported as a single line item on the face of the financial statements. Basic earnings per share is the amount of net income or loss for the period per each share of common stock or unit outstanding during the reporting period. Diluted earnings per share includes the amount of net income or loss for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.  
us-gaap:EffectiveIncomeTaxRateContinuingOperations num:percentItemType  Duration     
  Percentage of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.  
us-gaap:EffectiveIncomeTaxRateReconciliationAtFederalStatutoryIncomeTaxRate num:percentItemType  Duration     
  Percentage of domestic federal statutory tax rate applicable to pretax income (loss).  
us-gaap:EffectiveIncomeTaxRateReconciliationChangeInDeferredTaxAssetsValuationAllowance num:percentItemType  Duration     
  Percentage of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to changes in the valuation allowance for deferred tax assets.  
us-gaap:EffectiveIncomeTaxRateReconciliationStateAndLocalIncomeTaxes num:percentItemType  Duration     
  Percentage of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations applicable to state and local income tax expense (benefit), net of federal tax expense (benefit).  
us-gaap:GainLossOnDispositionOfAssets xbrli:monetaryItemType  Duration  Credit   
  Amount of gain (loss) on sale or disposal of property, plant and equipment assets, excluding oil and gas property and timber property.  
us-gaap:GainLossOnSaleOfDerivatives xbrli:monetaryItemType  Duration  Credit   
  The difference between the book value and the sale price of options, swaps, futures, forward contracts, and other derivative instruments. This element refers to the gain (loss) included in earnings.  
us-gaap:GainLossOnSaleOfPropertyPlantEquipment xbrli:monetaryItemType  Duration  Credit   
  Amount of gain (loss) on sale or disposal of property, plant and equipment assets, including oil and gas property and timber property.  
us-gaap:GainLossRelatedToLitigationSettlement xbrli:monetaryItemType  Duration  Credit   
  Amount of gain (loss) recognized in settlement of litigation and insurance claims. Excludes claims within an insurance entity's normal claims settlement process.  
us-gaap:GainsLossesOnExtinguishmentOfDebt xbrli:monetaryItemType  Duration  Credit   
  Difference between the fair value of payments made and the carrying amount of debt which is extinguished prior to maturity.  
us-gaap:GainsLossesOnRecourseDebt xbrli:monetaryItemType  Duration  Credit   
  Amount represents the difference between the cash acquisition price of the debt and the net carrying amount of the debt at the time of its extinguishment.  
us-gaap:GeneralAndAdministrativeExpense xbrli:monetaryItemType  Duration  Debit   
  The aggregate total of expenses of managing and administering the affairs of an entity, including affiliates of the reporting entity, which are not directly or indirectly associated with the manufacture, sale or creation of a product or product line.  
us-gaap:GrossProfit xbrli:monetaryItemType  Duration  Credit   
  Aggregate revenue less cost of goods and services sold or operating expenses directly attributable to the revenue generation activity.  
us-gaap:HealthCareOrganizationsAbstract xbrli:stringItemType  Duration     
   
us-gaap:ImpairmentOrDisposalOfLongLivedAssetsPolicyTextBlock nonnum:textBlockItemType  Duration     
  Disclosure of accounting policy for recognizing and measuring the impairment of long-lived assets. An entity also may disclose its accounting policy for long-lived assets to be sold. This policy excludes goodwill and intangible assets.  
us-gaap:IncomeLossFromContinuingOperationsPerDilutedShare num:perShareItemType  Duration     
  The amount of net income (loss) derived from continuing operations during the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.  
us-gaap:IncomeStatementAbstract xbrli:stringItemType  Duration     
   
us-gaap:IncomeTaxDisclosureTextBlock nonnum:textBlockItemType  Duration     
  The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.  
us-gaap:IncomeTaxExpenseBenefit xbrli:monetaryItemType  Duration  Debit   
  Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.  
us-gaap:IncomeTaxPolicyTextBlock nonnum:textBlockItemType  Duration     
  Disclosure of accounting policy for income taxes, which may include its accounting policies for recognizing and measuring deferred tax assets and liabilities and related valuation allowances, recognizing investment tax credits, operating loss carryforwards, tax credit carryforwards, and other carryforwards, methodologies for determining its effective income tax rate and the characterization of interest and penalties in the financial statements.  
us-gaap:IncreaseDecreaseInAccountsPayable xbrli:monetaryItemType  Duration  Debit   
  The increase (decrease) during the reporting period in the aggregate amount of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business.  
us-gaap:IncreaseDecreaseInAccountsReceivable xbrli:monetaryItemType  Duration  Credit   
  The increase (decrease) during the reporting period in amount due within one year (or one business cycle) from customers for the credit sale of goods and services.  
us-gaap:IncreaseDecreaseInDerivativeLiabilities xbrli:monetaryItemType  Duration  Debit   
  The increase (decrease) during the period in the carrying value of derivative instruments reported as liabilities that are due to be disposed of within one year (or the normal operating cycle, if longer).  
us-gaap:IncreaseDecreaseInInventories xbrli:monetaryItemType  Duration  Credit   
  The increase (decrease) during the reporting period in the aggregate value of all inventory held by the reporting entity, associated with underlying transactions that are classified as operating activities.  
us-gaap:IncreaseDecreaseInOtherOperatingAssetsAndLiabilitiesNetAbstract xbrli:stringItemType  Duration     
   
us-gaap:IncreaseDecreaseInPrepaidExpense xbrli:monetaryItemType  Duration  Credit   
  The increase (decrease) during the reporting period in the amount of outstanding money paid in advance for goods or services that bring economic benefits for future periods.  
us-gaap:InterestExpense xbrli:monetaryItemType  Duration  Debit   
  Amount of the cost of borrowed funds accounted for as interest expense.  
us-gaap:InventoryDisclosureAbstract xbrli:stringItemType  Duration     
   
us-gaap:InventoryDisclosureTextBlock nonnum:textBlockItemType  Duration     
  The entire disclosure for inventory. Includes, but is not limited to, the basis of stating inventory, the method of determining inventory cost, the classes of inventory, and the nature of the cost elements included in inventory.  
us-gaap:InventoryNet xbrli:monetaryItemType  Instant  Debit   
  Amount after valuation and LIFO reserves of inventory expected to be sold, or consumed within one year or operating cycle, if longer.  
us-gaap:InventoryPolicyTextBlock nonnum:textBlockItemType  Duration     
  Disclosure of inventory accounting policy for inventory classes, including, but not limited to, basis for determining inventory amounts, methods by which amounts are added and removed from inventory classes, loss recognition on impairment of inventories, and situations in which inventories are stated above cost.  
us-gaap:InventoryWriteDown xbrli:monetaryItemType  Duration  Debit   
  Amount of loss from reductions in inventory due to subsequent measurement adjustments, including, but not limited to, physical deterioration, obsolescence, or changes in price levels.  
us-gaap:IssuanceOfStockAndWarrantsForServicesOrClaims xbrli:monetaryItemType  Duration  Debit   
  Fair value of share-based compensation granted to nonemployees as payment for services rendered or acknowledged claims.  
us-gaap:LegalMattersAndContingenciesTextBlock nonnum:textBlockItemType  Duration     
  The entire disclosure for legal proceedings, legal contingencies, litigation, regulatory and environmental matters and other contingencies.  
us-gaap:LiabilitiesAndStockholdersEquity xbrli:monetaryItemType  Instant  Credit   
  Amount of liabilities and equity items, including the portion of equity attributable to noncontrolling interests, if any.  
us-gaap:LiabilitiesCurrent xbrli:monetaryItemType  Instant  Credit   
  Total obligations incurred as part of normal operations that are expected to be paid during the following twelve months or within one business cycle, if longer.  
us-gaap:LiabilitiesCurrentAbstract xbrli:stringItemType  Duration     
   
us-gaap:LiquidationBasisOfAccountingTextBlock nonnum:textBlockItemType  Duration     
  The entire disclosure for the liquidation basis of accounting.  
us-gaap:LongTermDebtTextBlock nonnum:textBlockItemType  Duration     
  The entire disclosure for long-term debt.  
us-gaap:MarketingAndAdvertisingExpense xbrli:monetaryItemType  Duration  Debit   
  The total expense recognized in the period for promotion, public relations, and brand or product advertising.  
us-gaap:NetCashProvidedByUsedInContinuingOperations xbrli:monetaryItemType  Duration     
  The increase (decrease) in cash associated with the entity's continuing operating, investing, and financing activities. While for technical reasons this element has no balance attribute, the default assumption is a debit balance consistent with its label.  
us-gaap:NetCashProvidedByUsedInFinancingActivities xbrli:monetaryItemType  Duration  Debit   
  Amount of cash inflow (outflow) from financing activities, including discontinued operations. Financing activity cash flows include obtaining resources from owners and providing them with a return on, and a return of, their investment; borrowing money and repaying amounts borrowed, or settling the obligation; and obtaining and paying for other resources obtained from creditors on long-term credit.  
us-gaap:NetCashProvidedByUsedInFinancingActivitiesAbstract xbrli:stringItemType  Duration     
   
us-gaap:NetCashProvidedByUsedInInvestingActivities xbrli:monetaryItemType  Duration  Debit   
  Amount of cash inflow (outflow) from investing activities, including discontinued operations. Investing activity cash flows include making and collecting loans and acquiring and disposing of debt or equity instruments and property, plant, and equipment and other productive assets.  
us-gaap:NetInvestmentIncome xbrli:monetaryItemType  Duration  Credit   
  Amount, after investment expense, of income earned from investments in securities and real estate. Includes, but is not limited to, real estate investment, policy loans, dividends, and interest. Excludes realized gain (loss) on investments.  
us-gaap:NoninterestExpense xbrli:monetaryItemType  Duration  Debit   
  Total aggregate amount of all noninterest expense.  
us-gaap:NonoperatingIncomeExpense xbrli:monetaryItemType  Duration  Credit   
  The aggregate amount of income or expense from ancillary business-related activities (that is to say, excluding major activities considered part of the normal operations of the business).  
us-gaap:NotesPayable xbrli:monetaryItemType  Instant  Credit   
  Including the current and noncurrent portions, aggregate carrying amount of all types of notes payable, as of the balance sheet date, with initial maturities beyond one year or beyond the normal operating cycle, if longer.  
us-gaap:NotesPayableRelatedPartiesCurrentAndNoncurrent xbrli:monetaryItemType  Instant  Credit   
  The amount for notes payable (written promise to pay), due to related parties.  
us-gaap:NotesPayableRelatedPartiesNoncurrent xbrli:monetaryItemType  Instant  Credit   
  The amount for notes payable (written promise to pay), payable to related parties, which are due after one year (or one business cycle).  
us-gaap:OperatingExpenses xbrli:monetaryItemType  Duration  Debit   
  Generally recurring costs associated with normal operations except for the portion of these expenses which can be clearly related to production and included in cost of sales or services. Includes selling, general and administrative expense.  
us-gaap:OperatingExpensesAbstract xbrli:stringItemType  Duration     
   
us-gaap:OperatingIncomeLoss xbrli:monetaryItemType  Duration  Credit   
  The net result for the period of deducting operating expenses from operating revenues.  
us-gaap:OtherAssetImpairmentCharges xbrli:monetaryItemType  Duration  Debit   
  The charge against earnings resulting from the write down of long lived assets other than goodwill due to the difference between the carrying value and lower fair value.  
us-gaap:OtherAssets xbrli:monetaryItemType  Instant  Debit   
  Amount of assets classified as other.  
us-gaap:PayablesAndAccrualsAbstract xbrli:stringItemType  Duration     
   
us-gaap:PaymentsForProceedsFromInvestments xbrli:monetaryItemType  Duration  Credit   
  The net cash paid (received) associated with the acquisition or disposal of all investments, including securities and other assets.  
us-gaap:PaymentsToAcquireMachineryAndEquipment xbrli:monetaryItemType  Duration  Credit   
  The cash outflow for acquisition of machinery and equipment.  
us-gaap:PreferredStockParOrStatedValuePerShare num:perShareItemType  Instant     
  Face amount or stated value per share of preferred stock nonredeemable or redeemable solely at the option of the issuer.  
us-gaap:PreferredStockSharesAuthorized xbrli:sharesItemType  Instant     
  The maximum number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) permitted to be issued by an entity's charter and bylaws.  
us-gaap:PreferredStockSharesIssued xbrli:sharesItemType  Instant     
  Total number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) issued to shareholders (includes related preferred shares that were issued, repurchased, and remain in the treasury). May be all or portion of the number of preferred shares authorized. Excludes preferred shares that are classified as debt.  
us-gaap:PreferredStockSharesOutstanding xbrli:sharesItemType  Instant     
  Aggregate share number for all nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer) held by stockholders. Does not include preferred shares that have been repurchased.  
us-gaap:PreferredStockValue xbrli:monetaryItemType  Instant  Credit   
  Aggregate par or stated value of issued nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable preferred shares, par value and other disclosure concepts are in another section within stockholders' equity.  
us-gaap:PrepaidExpenseCurrentAndNoncurrent xbrli:monetaryItemType  Instant  Debit   
  Carrying amount as of the balance sheet date of expenditures made in advance of when the economic benefit of the cost will be realized, and which will be expensed in future periods with the passage of time or when a triggering event occurs.  
us-gaap:PresentValueOfFutureInsuranceProfitsAmortizationExpenseAccruedInterest xbrli:monetaryItemType  Duration  Debit   
  Amount of amortization expense for present value of future profits of insurance contract acquired in business combination from accrued interest on unamortized balance.  
us-gaap:ProceedsFromIssuanceOfCommonStock xbrli:monetaryItemType  Duration  Debit   
  The cash inflow from the additional capital contribution to the entity.  
us-gaap:ProceedsFromIssuanceOfConvertiblePreferredStock xbrli:monetaryItemType  Duration  Debit   
  The cash inflow from issuance of preferred stocks identified as being convertible into another form of financial instrument, typically the entity's common stock.  
us-gaap:ProceedsFromRelatedPartyDebt xbrli:monetaryItemType  Duration  Debit   
  The cash inflow from a long-term borrowing made from related parties where one party can exercise control or significant influence over another party; including affiliates, owners or officers and their immediate families, pension trusts, and so forth. Alternate caption: Proceeds from Advances from Affiliates.  
us-gaap:ProfitLoss xbrli:monetaryItemType  Duration  Credit   
  The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.  
us-gaap:PropertyPlantAndEquipmentAbstract xbrli:stringItemType  Duration     
   
us-gaap:PropertyPlantAndEquipmentDisclosureTextBlock nonnum:textBlockItemType  Duration     
  The entire disclosure for long-lived, physical assets used in the normal conduct of business and not intended for resale. Includes, but is not limited to, accounting policies and methodology, roll forwards, depreciation, depletion and amortization expense, including composite depreciation, accumulated depreciation, depletion and amortization expense, useful lives and method used, income statement disclosures, assets held for sale and public utility disclosures.  
us-gaap:PropertyPlantAndEquipmentNet xbrli:monetaryItemType  Instant  Debit   
  Amount after accumulated depreciation, depletion and amortization of physical assets used in the normal conduct of business to produce goods and services and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, and furniture and fixtures.  
us-gaap:PropertyPlantAndEquipmentPolicyTextBlock nonnum:textBlockItemType  Duration     
  Disclosure of accounting policy for long-lived, physical assets used in the normal conduct of business and not intended for resale. Includes, but is not limited to, basis of assets, depreciation and depletion methods used, including composite deprecation, estimated useful lives, capitalization policy, accounting treatment for costs incurred for repairs and maintenance, capitalized interest and the method it is calculated, disposals and impairments.  
us-gaap:ProvisionForDoubtfulAccounts xbrli:monetaryItemType  Duration  Debit   
  Amount of expense related to write-down of receivables to the amount expected to be collected. Includes, but is not limited to, accounts receivable and notes receivable.  
us-gaap:ReceivablesPolicyTextBlock nonnum:textBlockItemType  Duration     
  Disclosure of accounting policy for trade and other accounts receivable, and finance, loan and lease receivables, including those classified as held for investment and held for sale. This disclosure may include (1) the basis at which such receivables are carried in the entity's statements of financial position (2) how the level of the valuation allowance for receivables is determined (3) when impairments, charge-offs or recoveries are recognized for such receivables (4) the treatment of origination fees and costs, including the amortization method for net deferred fees or costs (5) the treatment of any premiums or discounts or unearned income (6) the entity's income recognition policies for such receivables, including those that are impaired, past due or placed on nonaccrual status and (7) the treatment of foreclosures or repossessions (8) the nature and amount of any guarantees to repurchase receivables.  
us-gaap:RelatedPartyTransactionsDisclosureTextBlock nonnum:textBlockItemType  Duration     
  The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.  
us-gaap:RepaymentsOfConvertibleDebt xbrli:monetaryItemType  Duration  Credit   
  The cash outflow from the repayment of a long-term debt instrument which can be exchanged for a specified amount of another security, typically the entity's common stock, at the option of the issuer or the holder.  
us-gaap:RepaymentsOfNotesPayable xbrli:monetaryItemType  Duration  Credit   
  The cash outflow for a borrowing supported by a written promise to pay an obligation.  
us-gaap:RetainedEarningsAccumulatedDeficit xbrli:monetaryItemType  Instant  Credit   
  The cumulative amount of the reporting entity's undistributed earnings or deficit.  
us-gaap:RevenueRecognitionPolicyTextBlock nonnum:textBlockItemType  Duration     
  Disclosure of accounting policy for revenue recognition. If the entity has different policies for different types of revenue transactions, the policy for each material type of transaction is generally disclosed. If a sales transaction has multiple element arrangements (for example, delivery of multiple products, services or the rights to use assets) the disclosure may indicate the accounting policy for each unit of accounting as well as how units of accounting are determined and valued. The disclosure may encompass important judgment as to appropriateness of principles related to recognition of revenue. The disclosure also may indicate the entity's treatment of any unearned or deferred revenue that arises from the transaction.  
us-gaap:Revenues xbrli:monetaryItemType  Duration  Credit   
  Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).  
us-gaap:ScheduleOfDeferredTaxAssetsAndLiabilitiesTableTextBlock nonnum:textBlockItemType  Duration     
  Tabular disclosure of the components of net deferred tax asset or liability recognized in an entity's statement of financial position, including the following: the total of all deferred tax liabilities, the total of all deferred tax assets, the total valuation allowance recognized for deferred tax assets.  
us-gaap:SeriesDPreferredStockMember nonnum:domainItemType  Duration     
  Outstanding nonredeemable series D preferred stock or outstanding series D preferred stock. Classified within stockholders' equity if nonredeemable or redeemable solely at the option of the issuer. Classified within temporary equity if redemption is outside the control of the issuer.  
us-gaap:StatementOfCashFlowsAbstract xbrli:stringItemType  Duration     
   
us-gaap:StatementOfFinancialPositionAbstract xbrli:stringItemType  Duration     
   
us-gaap:StockIssuedDuringPeriodSharesAcquisitions xbrli:sharesItemType  Duration     
  Number of shares of stock issued during the period pursuant to acquisitions.  
us-gaap:StockTransactionsParentheticalDisclosuresAbstract xbrli:stringItemType  Duration     
   
us-gaap:StockholdersEquity xbrli:monetaryItemType  Instant  Credit   
  Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.  
us-gaap:StockholdersEquityNoteDisclosureTextBlock nonnum:textBlockItemType  Duration     
  The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.  
us-gaap:StockholdersEquityNoteRedeemablePreferredStockIssuePolicy nonnum:textBlockItemType  Duration     
  Disclosure of accounting policy for redeemable preferred stock issued. This disclosure may include the accounting treatment for the difference, if there is any, between the carrying value and redemption amount. For example, describe whether the issuer accretes changes in the redemption value.  
us-gaap:StockholdersEquityPolicyTextBlock nonnum:textBlockItemType  Duration     
  Disclosure of accounting policy for its capital stock transactions, including dividends and accumulated other comprehensive income.  
us-gaap:WeightedAverageNumberOfShareOutstandingBasicAndDiluted xbrli:sharesItemType  Duration     
  Average number of shares or units issued and outstanding that are used in calculating basic and diluted earnings per share (EPS).  
Total Elements   378
Total Non-Abstract Elements   324
Total Extension Elements   206
Percent Extended   54%
Percent Extended (excluding abstracts)   54%
Total Facts   500
(End Elements)