Vitalibis (VCBD) 10-Q14 Aug 202020 Q2 Quarterly reportFinancial data

Company Profile

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
Document and Entity Information - shares	Jun. 30, 2020	Aug. 13, 2020
Cover [Abstract]
Entity Registrant Name	Vitalibis, Inc.
Entity Central Index Key	0001636509
Document Type	10-Q
Document Period End Date	Jun. 30, 2020
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		170,937,751
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2020
Entity Small Business	true
Entity Emerging Growth	true
Entity Extended Transition Period	false
Entity File Number	333-202970
Interactive data current?	Yes
State of Incorporation	NV
Entity Shell Company	false

Balance Sheets (Unaudited)

Balance Sheets (Unaudited) - USD ($)	Jun. 30, 2020	Dec. 31, 2019
Current assets:
Cash	$ 14,648	$ 65,615
Accounts receivable, net	1,200	1,687
Prepaid expenses	29,004	86,390
Inventory	336,902	270,732
Total current assets	381,754	424,424
Long term assets
Website development, net	61,016	90,378
Total assets	442,770	514,802
Current liabilities:
Accounts payable and accrued liabilities	8,393	77,933
Unsecured notes payable	0	13,617
Derivative liability	0	470,331
Current portion of convertible notes payable, net	0	922,690
Total current liabilities	8,393	1,484,571
Liabilities subject to compromise	2,129,365	0
Convertible notes payable, net	0	225,624
Total long term liabilities	2,129,365	225,624
Total liabilities	2,137,758	1,710,195
COMMITMENTS AND CONTINGENCIES
Stockholders' equity:
Preferred stock; $.001 par value, 5,000,000 shares authorized, none issued and outstanding; Series A Preferred Stock, $0.001 par value, 1,000,000 shares authorized, 1,000,000 issued and outstanding as of June 30, 2020 and December 31, 2019, respectively	1,000	1,000
Common stock; $.001 par value, 495,000,000 shares authorized, 153,794,894 shares issued and 32,383,196 shares issued outstanding as of June 30, 2020 and December 31, 2019, respectively	153,795	32,383
Additional paid-in capital	9,348,484	8,170,692
Accumulated deficit	(11,198,267)	(9,399,468)
Total stockholders' equity (deficit)	(1,694,988)	(1,195,393)
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)	$ 442,770	$ 514,802

Balance Sheets (Unaudited) (Par

Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Jun. 30, 2020	Dec. 31, 2019
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	495,000,000	495,000,000
Common stock, shares issued	153,794,894	32,383,196
Common stock, shares outstanding	153,794,894	32,383,196
Series A Preferred Stock [Member]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	1,000,000	1,000,000
Preferred stock, shares outstanding	1,000,000	1,000,000

Statements of Operations (Unaud

Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
Statements of Operations (Unaudited) - USD ($)	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
Income Statement [Abstract]
Revenue	$ 49,332	$ 40,204	$ 99,494	$ 179,789
Cost of goods sold	(26,122)	(18,284)	(47,740)	(106,781)
Gross profit	23,210	21,920	51,754	73,008
Operating expenses:
Selling, general and administrative expenses	83,871	756,416	270,447	3,204,822
Professional Fees	1,516	81,700	44,712	129,541
Total operating expenses	85,387	838,116	315,159	3,334,363
Loss from operations	(62,177)	(816,196)	(263,405)	(3,261,355)
Other income (expense)
Reorganization costs	(161,441)	0	(161,441)	0
Other income	2,000	0	2,000	0
Interest expense	(458,004)	(119,787)	(854,580)	(123,127)
Derivative loss	(193,649)	(116,208)	(521,373)	(116,208)
Total other income (expense)	(811,094)	(235,995)	(1,535,394)	(239,335)
Loss before provision for income taxes	(873,271)	(1,052,191)	(1,798,799)	(3,500,690)
Provision for income taxes	0	0	0	0
Net loss	$ (873,271)	$ (1,052,191)	$ (1,798,799)	$ (3,500,690)
Net loss per common share - basic and diluted	$ (0.01)	$ (0.03)	$ (0.03)	$ (0.11)
Weighted average common shares outstanding - basic and diluted	70,016,548	30,889,916	51,468,125	30,541,704

Statements of Change in Shareho

Statements of Change in Shareholders' Equity (Deficit) (Unaudited) - USD ($)	Series A Preferred Stock	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Total
Beginning balance, shares at Dec. 31, 2018		29,638,900
Beginning balance, value at Dec. 31, 2018		$ 29,639	$ 2,913,903	$ (2,553,524)	$ 390,018
Shares and warrants issued for services, shares		857,500
Shares and warrants issued for services, value		$ 857	2,230,534		2,231,391
Net loss				(2,448,499)	(2,448,499)
Ending balance, shares at Mar. 31, 2019		30,496,400
Ending balance, value at Mar. 31, 2019		$ 30,496	5,144,437	(5,002,023)	172,910
Shares and warrants issued for services, shares		927,500
Shares and warrants issued for services, value		$ 927	531,182		532,109
Net loss				(1,052,191)	(1,052,191)
Ending balance, shares at Jun. 30, 2019		31,423,900
Ending balance, value at Jun. 30, 2019		$ 31,423	5,675,619	(6,054,214)	(347,172)
Beginning balance, shares at Dec. 31, 2019	1,000,000	32,383,196
Beginning balance, value at Dec. 31, 2019	$ 1,000	$ 32,383	8,170,692	(9,399,468)	(1,195,393)
Shares issued for services, shares		50,000
Shares issued for services, value		$ 50	62,095		62,145
Shares issued for conversion of notes payable, shares		2,864,889
Shares issued for conversion of notes payable, value		$ 2,865	94,135		97,000
Extinguishment of derivative liability due to conversion			178,871		178,871
Net loss				(925,528)	(925,528)
Ending balance, shares at Mar. 31, 2020	1,000,000	35,298,085
Ending balance, value at Mar. 31, 2020	$ 1,000	$ 35,298	8,505,793	(10,324,996)	(1,782,905)
Shares issued for services, value			4,022		4,022
Shares issued for conversion of notes payable, shares		118,496,809
Shares issued for conversion of notes payable, value		$ 118,497	385,971		504,468
Extinguishment of derivative liability due to conversion			452,698		452,698
Net loss				(873,271)	(873,271)
Ending balance, shares at Jun. 30, 2020	1,000,000	153,794,894
Ending balance, value at Jun. 30, 2020	$ 1,000	$ 153,795	$ 9,348,484	$ (11,198,267)	$ (1,694,988)

Statements of Cash Flows (Unaud

Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
Statements of Cash Flows (Unaudited) - USD ($)	Jun. 30, 2020	Jun. 30, 2019
Cash flow from operating activities:
Net loss	$ (1,798,799)	$ (3,500,690)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization expense	29,362	29,362
Amortization of debt discount, penalties and deferred financing costs	970,420	109,906
Derivative loss	521,373	116,208
Stock based compensation	66,167	2,763,500
Changes in operating assets and liabilities:
Accounts receivable	487	0
Inventory	(66,170)	(104,466)
Prepaid expenses	67,802	48,534
Deferred Revenue	0	(105,159)
Accounts payable and accrued liabilities	31,631	37,225
Net cash used in operating activities	(177,727)	(605,580)
Cash flow from financing activities:
Proceeds from convertible notes payable	78,000	466,000
Proceeds from SBA Loan	68,300	0
Payment of deferred financing costs	(3,000)	(9,000)
Repayments on unsecured notes payable	(16,540)	(11,389)
Net cash provided by financing activities	126,760	445,611
NET CHANGE IN CASH	(50,967)	(159,969)
CASH AT BEGINNING OF PERIOD	65,615	171,979
CASH AT END OF PERIOD	14,648	12,010
Supplemental disclosure of cash flow information:
Cash paid for interest	238	240
Cash paid for income taxes	0	0
Non-cash transactions
Discount on convertible notes payable	514,100	148,753
Common stock issued for conversion of notes payable and accrued interest	601,468	0
Extinguishment of derivative liability from conversion of notes payable	631,569	0
Note payable issued for prepaid expenses	$ 10,416	$ 0

1. Organization and Going Conce

1. Organization and Going Concern	6 Months Ended
1. Organization and Going Concern	Jun. 30, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Going Concern	NOTE 1 – ORGANIZATION AND GOING CONCERN Vitalibis (the “Company”) was formed on April 11, 2014 as a Nevada corporation, under the name of Crowd 4 Seeds, Inc. We plan to focus on the development, sale and distribution of hemp oil-based products that contain naturally occurring cannabinoids, including cannabidiol ("CBD") and other products containing CBD-rich hemp oil (“Legal Hemp”). We leverage our proprietary technology platform to maximize our innovative micro-influencer sales model, which fosters engaged customer connections. On January 18, 2018, our Board of Directors approved an agreement and plan of merger to merge with and into our wholly-owned subsidiary, Vitalibis, Inc., a Nevada corporation, and our name changed from Sheng Ying Entertainment Corp. to Vitalibis, Inc. Vitalibis, Inc. was formed solely to effect the change of name and conducted no operations. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has suffered recurring losses and generated negative cash flows from operations since inception. Due to these conditions, it raised substantial doubt about its ability to continue as a going concern. Management intends to finance operating costs over the next twelve months with existing cash on hand, loans, loans from directors and, or, the sale of common stock. The financial statements do not include any adjustments that may result should the Company be unable to continue as a going concern. Chapter 11 Proceedings On June 15, 2020, Vitalibis, Inc. (the “Debtor”), filed a voluntary petition (the “Bankruptcy Petition”), for reorganization under chapter 11 of the United States Bankruptcy Code, (the “Bankruptcy Code”), in the United States Bankruptcy Court for the District of Nevada (“Bankruptcy Court”). The Company continues to operate its business and manage its wellness and technology assets as a “debtor-in-possession” under the jurisdiction of the Court and in accordance with the Bankruptcy Code and orders of the Court. The Company has filed a number of customary “first day” motions seeking Court authorization to support its operations during the court-supervised process. The Company expects to receive Court approval for these requests shortly. Effect of the Bankruptcy Proceedings During the bankruptcy proceedings, the Debtor conducts normal business activities and was authorized to pay certain vendor payments, wage payments and tax payments in the ordinary course. In addition, subject to certain specific exceptions under the Bankruptcy Code, the Bankruptcy Petitions automatically stayed most judicial or administrative actions against the Debtors or their property to recover, collect, or secure a prepetition claim. For example, the Bankruptcy Petitions prohibited lenders or note holders from pursuing claims for defaults under the Debtors’ debt agreements during the pendency of the chapter 11 cases. Fresh Start Accounting ASC 852 requires that the financial statements for periods subsequent to the filing of the Chapter 11 Cases distinguish transactions and events that are directly associated with the reorganization from the ongoing operations of the business. Accordingly, certain expenses, gains and losses that are realized or incurred in the bankruptcy proceedings are recorded in “Reorganization items, net” on our Statement of Operations (“Statement of Operations”) for the three months ended June 30, 2020. In addition, prepetition unsecured or undersecured obligations that may be impacted by the bankruptcy reorganization process have been classified as “Liabilities subject to compromise” on our balance sheet as of June 30, 2020. These liabilities are reported at the amounts allowed or expected to be allowed by the Bankruptcy Court, even if they may be settled for lesser amounts. In accordance with ASC 852, we anticipate we will be required to adopt fresh-start accounting upon our emergence from the Chapter 11 proceedings, becoming a new entity for financial reporting purposes (“successor”). In order to adopt fresh-start accounting, The Company will have to meet the following conditions: (1) holders of existing shares of the predecessor entity immediately before the effective date of the consummation of the Plan of Reorganization (the “Effective Date”) received, collectively, less than 50 percent of the voting shares of the successor entity and (2) the reorganization value of the successor is less than its post-petition liabilities and estimated allowed claims immediately before the Effective Date. As of June 30, 2020, we expect that these conditions will be met. Financial Statement Classification of Liabilities Subject to Compromise The Company's financial statements include amounts classified as liabilities subject to compromise, which represent liabilities that are being addressed in the chapter 11 case. The Plan, as confirmed, provides for the treatment of claims against the Debtors’ bankruptcy estates, including prepetition liabilities. Certain claims may remain unimpaired under the Plan and may remain pending against the Debtors. Such claims may be material and will be addressed in the ordinary course. The following table summarizes the components of liabilities subject to compromise included on the Company’s balance sheets as of June 30, 2020: June 30, 2020 Accounts payable and accrued liabilities $ 78,171 Unsecured notes payable 7,493 U.S. Small Business Administration loan payable 68,300 Derivative liability 874,235 Convertible notes payable 1,101,166 Total liabilities subject to compromise $ 2,129,365 Reorganization Items The Debtors have incurred significant costs associated with the reorganization, principally professional fees. The amount of these costs, which are being expensed as incurred, significantly affect the Company's results of operations. The following table summarizes the components included in reorganization items in the Company's statements of operations for the three and six months ended June 30, 2020: Three and Six Months June 30, 2020 Reorganization legal and professional fees $ 10,103 Deferred loan costs and debt discount expensed 151,338 Total reorganization costs $ 161,441

2. Summary of Significant Accou

2. Summary of Significant Accounting Policies	6 Months Ended
2. Summary of Significant Accounting Policies	Jun. 30, 2020
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The significant accounting policies followed in the preparation of the financial statements are as follows: Basis of Presentation The unaudited interim 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. 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 financial statements contain all the adjustments necessary (consisting only of normal recurring adjustments) to present the financial position of the Company as of June 30, 2020 and the results of operations and cash flows for the periods presented. The results of operations for the three and six months ended June 30, 2020 are not necessarily indicative of the operating results for the full fiscal year. These financial statements should be read in conjunction with the financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent year ended December 31, 2019 have been omitted. Inventories Inventory is manufactured at third party facilities. Inventories are stated at the lower of cost or net realizable value, using the first-in, first-out method. The Company reviews its inventory for obsolescence and any inventory identified as obsolete is reserved or written off. The Company’s determination of obsolescence is based on assumptions about the demand for its products, product expiration dates, estimated future sales, and management’s future plans. As of June 30, 2020 and December 31, 2019, inventory consists of the following components: June 30, 2020 December 31, 2019 Raw materials and supplies $ 41,497 $ 44,515 Finished products 295,405 226,217 Total inventory $ 336,902 $ 270,732 Revenue Recognition The Company recognizes revenue in accordance with ASC Topic 606, Revenue From Contracts With Customers. Revenues are recognized when control of the promised goods or services is transferred to the customer in an amount that reflects the consideration the Company expects to be entitled to in exchange for transferring those goods or services. Revenue is recognized based on the following five step model: · Identification of the contract with a customer · Identification of the performance obligations in the contract · Determination of the transaction price · Allocation of the transaction price to the performance obligations in the contract · Recognition of revenue when, or as, the Company satisfies a performance obligation All of the Company’s revenue is currently generated from the sales of similar products. As such no further disaggregation of revenue information is provided. Performance Obligations Product sales are recognized all of the following criteria are satisfied: (i) a contract with an end user exists which has commercial substance; (ii) it is probable the Company will collect the amount charged to the end user; and (iii) the Company has completed its performance obligation whereby the end user has obtained control of the product. A contract with commercial substance exists once the Company receives and accepts a purchase order or once it enters into a contract with an end user. If collectability is not probable, the sale is deferred and not recognized until collection is probable or payment is received. Control of products typically transfers when title and risk of ownership of the product has transferred to the customer. Payment is received before shipment of the product. Net revenues comprise gross revenues less customer discounts and allowances, actual and expected returns. Shipping charges billed to customers are included in net sales. Various taxes on the sale of products and enrollment packages to customers are collected by the Company as an agent and remitted to the respective taxing authority. These taxes are presented on a net basis and recorded as a liability until remitted to the respective taxing authority. The Company allows for customers to return unopened products within 45 days. During the six months ended June 30, 2020, there were a trivial amount of refunds processed for returned product. Contract Costs Costs incurred to obtain a customer contract are not material to the Company. The Company elected to apply the practical expedient to not capitalize contract costs to obtain contracts with a duration of one year or less, which are expensed and included within cost of goods and services. Contract Liabilities The Company may at times receive payment by credit card at the time customer places an order. Amounts received for undelivered product are considered a contract liability and are recorded as deferred revenue. As of June 30, 2020 and December 31, 2019, the Company had no deferred revenue related to unsatisfied performance obligations. Cost of Sales Cost of sales includes all of the costs to purchase and assemble the Company’s products. Products are manufactured for the Company by third-party contractors, such costs represent the amounts invoiced by the contractors. Additionally, shipping costs are included in Cost of Sales in the Statements of Operations. Selling, General and Administrative Expenses Selling, general and administrative expenses include advertising and promotional costs and research and development costs. Also included in Selling, general and administrative expenses are stock-based compensation, certain warehousing fees, non-manufacturing overhead, personnel and related expenses, rent on operating leases, and professional fees. Advertising and promotional costs are expensed as incurred and totaled $0 and $276 in the three and six months ended June 30, 2020, respectively and $30,674 and $34,522 in the three and six months ended June 30, 2019, respectively. Research and development costs are expensed as incurred. There were no research and development costs during the six months ended June 30, 2020 and 2019. Website Development Cost The Company capitalizes certain development costs associated with internal use software incurred during the application development stage. The Company expenses costs associated with preliminary project phase activities, training, maintenance and any post-implementation period costs as incurred. Capitalization of qualifying application development cost begins when management authorized and commits to funding the project and it is probable that the project will be completed for the function intended. Capitalized internal use software costs are normally amortized over estimated useful lives ranging from 2 to 5 years once the related project has been completed and deployed for customer use. At time the software is considered to have be an indefinite lived asset in which case it is evaluated for impairment at least annually. Capitalized costs are related to the development of our website and customer portal. The Company amortizes capitalized costs over an estimated useful life of three years. Amortization expense for the six months ended June 30, 2020 and 2019 was $29,362. Recently Issued Accounting Pronouncements The Company does not believe that any recently issued effective pronouncements, or pronouncements issued but not yet effective, if adopted, would have a material effect on the accompanying financial statements.

3. Note Payable

3. Note Payable	6 Months Ended
3. Note Payable	Jun. 30, 2020
Debt Disclosure [Abstract]
Note Payable	NOTE 3 –NOTES PAYABLE In June 2020, the Company entered into an unsecured insurance financing arrangement for a value of $10,416, bearing interest at 12.35%. The Company made a down payment of $2,933 and is obligated to make monthly payments of $876 through March 2021. The outstanding balance of this agreement was $7,493 as of June 30, 2020. Effective June 10, 2020, the Company received $68,300 under the United States Small Business disaster loan program. The loan bears interest at 3.75%, and the Company is required to begin making monthly payments of $334 in June 2021 for a period of 30 years. The loan grants the SBA a security interest in all assets of the Company. The Company also received a $2,000 assistant grant, which is included in other income on the Company’s statements of operations.

4. Convertible Notes Payable

4. Convertible Notes Payable	6 Months Ended
4. Convertible Notes Payable	Jun. 30, 2020
Debt Disclosure [Abstract]
Convertible Notes Payable	NOTE 4 – CONVERTIBLE NOTES PAYABLE On March 29, 2019, the Company entered into an unsecured convertible promissory note which allowed for up to $750,000 of principal, with a total original issue discount of up to $150,000, with a principal amount of $250,000. In April 2019, the Company received net cash proceeds of $200,000 after an original issue discount of $50,000. In July 2019, the Company received additional proceeds of $200,000 after an original issue discount of $50,000, and received an additional $200,000 of net proceeds after $50,000 original issue discount in August 2019. The convertible note bears interest at 8% and all principal amounts matured on September 30, 2019, with interest accruing at a rate of 22% if the Company is in default. Beginning at the issuance of the note, the holder may convert the note at any time through the maturity date into shares of common stock, to the extent and provided that no holder of these notes was or will be permitted to convert such notes to the extent that the holder or any of its affiliates would beneficially own in excess of 4.99% of the Company’s common stock after such conversion. The conversion price is the lesser of $2 or 70% of the lowest trading price during the 30 trading days prior to the conversion date. During the year ended December 31, 2019, the lender converted $50,000 of principal into 714,296 shares of common stock in accordance with the terms of the agreement. During the six months ended June 30, 2020, the lender converted $161,102 of principal into 22,782,707 shares of common stock. The conversions were in accordance with the terms of the note and no gain or loss was recognized. On March 13, 2020, the lender provided the Company with notice of default of the convertible promissory note. In accordance with the terms of the agreement, an additional $349,534 of principal became due and payable, and the Company began accruing interest expense at the default rate of 22%. The additional principal was recorded as debt discount and amortized to interest expense immediately. As of June 30, 2020, there is $888,432 of principal outstanding on this convertible promissory note in default. On September 6, 2019, the Company entered into an unsecured convertible promissory note, with a principal amount of $153,000. The Company received net cash proceeds of $150,000 after payment of fees of $3,000. The convertible note bears interest at 10% and matures on September 6, 2021, with interest accruing at a rate of 22% if the Company is in default. Beginning six months after the issuance of the note, the holder may convert the note at any time through the maturity date into shares of common stock, to the extent and provided that no holder of these notes was or will be permitted to convert such notes to the extent that the holder or any of its affiliates would beneficially own in excess of 4.99% of the Company’s common stock after such conversion. The conversion price is determined based on 65% of the lowest trading price during the 15 trading days prior to the conversion date. The Company determined that the conversion features should be accounted for as a derivative liability at the time the notes became convertible. During the six months ended June 30, 2020, the holder converted $153,000 of principal and $7,650 of accrued interest into 20,101,064 shares of common stock. These conversions were in accordance with the terms of the note and no gain or loss was recognized. There is not outstanding balance on this convertible note payable. On November 25, 2019, the Company entered into an unsecured convertible promissory note, with a principal amount of $78,000. The Company received net cash proceeds of $75,000 after payment of fees of $3,000. The convertible note bears interest at 10% and matures on November 25, 2021, with interest accruing at a rate of 22% if the Company is in default. Beginning six months after the issuance of the note, the holder may convert the note at any time through the maturity date into shares of common stock, to the extent and provided that no holder of these notes was or will be permitted to convert such notes to the extent that the holder or any of its affiliates would beneficially own in excess of 4.99% of the Company’s common stock after such conversion. The conversion price is determined based on 65% of the lowest trading price during the 15 trading days prior to the conversion date. On April 29, 2020, the Company received a notice of default from the holder of the September 6, 2019 convertible note payable, the November 25, 2019 convertible note payable with $78,000 of principal and the February 7, 2020 convertible note payable, as a result of insufficient shares authorized to settle conversion of these notes payable. As a result of the default notice, each of these notes became due and payable immediately, interest is accrued at the default rate of 22%, and the principal balance outstanding at the time of default is doubled. The September 2019 note increase in principal by $61,100 as a result of this default. During the six months ended June 30, 2020 the lender converted the $139,100 of principal and $3,900 of accrued interest into 22,024,952 shares of common stock. These conversions were in accordance with the terms of the note and no gain or loss was recognized. There is no outstanding balance on this convertible note payable. On November 25, 2019, the Company entered into an unsecured convertible promissory note, with a principal amount of $150,000. The Company received net cash proceeds of $131,000 after an original issue discount of $15,000 and fees of $4,000. The convertible note bears interest at 5% and matures on November 25, 2020, with interest accruing at a rate of 15% if the Company is in default. The note is convertible upon issuance through the maturity date into shares of common stock at a fixed price of $1.00 per share to the extent and provided that no holder of these notes was or will be permitted to convert such notes to the extent that the holder or any of its affiliates would beneficially own in excess of 4.99% of the Company’s common stock after such conversion. Beginning six months after the issuance of the note, the holder may convert the note at any time, at a price based on the lower of the fixed price of $1.00 per share or 75% of the lowest trading price during the 15 trading days prior to the conversion date. During the six months ended June 30, 2020 the lender converted the $89,966 of principal and $7,200 of accrued interest and fees into 19,200,000 shares of common stock. These conversions were in accordance with the terms of the note and no gain or loss was recognized. There was $60,034 of principal outstanding on this note as of June 30, 2020. On December 10, 2019, the Company entered into an unsecured convertible promissory note, with a principal amount of $110,000. The Company received net cash proceeds of $97,000 after an original issue discount of $10,000 and fees of $3,000. The lender also received 35,000 shares of common stock as a deferred finance cost, with a fair value of $8,407. The convertible note bears interest at 10% and matures on December 10, 2020, with interest accruing at a rate of 24% if the Company is in default. Beginning six months after the issuance of the note, the holder may convert the note at any time through the maturity date into shares of common stock, to the extent and provided that no holder of these notes was or will be permitted to convert such notes to the extent that the holder or any of its affiliates would beneficially own in excess of 4.99% of the Company’s common stock after such conversion. The conversion price is determined based on the lessor of 1) $0.149, or 2) the lesser of 62% of the lowest trade price or the closing bid price during the 20 trading days prior to the conversion date. During the six months ended June 30, 2020 the lender converted the $35,300 of principal and $4,250 of accrued interest into 37,252,975 shares of common stock. These conversions were in accordance with the terms of the note and no gain or loss was recognized. There was $74,700 of principal outstanding on this note as of June 30, 2020. On February 7, 2020, the Company entered into an unsecured convertible promissory note, with a principal amount of $78,000. The Company received net cash proceeds of $75,000 after payment of fees of $3,000. The convertible note bears interest at 10% and matures on February 7, 2022, with interest accruing at a rate of 22% if the Company is in default. Beginning six months after the issuance of the note, the holder may convert the note at any time through the maturity date into shares of common stock, to the extent and provided that no holder of these notes was or will be permitted to convert such notes to the extent that the holder or any of its affiliates would beneficially own in excess of 4.99% of the Company’s common stock after such conversion. The conversion price is determined based on 65% of the lowest trading price during the 15 trading days prior to the conversion date. There was $78,000 of principal outstanding on this note as of June 30, 2020. As a result of the Bankruptcy Petition, all unamortized debt discount and deferred finance costs were amortized to interest expense, with a total of $151,338 included within reorganization costs on the statement of operations for the three and six months ended June 30, 2020. Prior to the bankruptcy filing on June 15, 2020, the Company recognized amortization of debt discount and deferred finance costs of $453,853 and $819,082 during the three and six months ended June 30, 2020, respectively. All unsecured debt is included in Liabilities Subject to Compromise on the Company’s balance sheet as of June 30, 2020. An additional $151,338 of debt discount was written amortized to interest and classified as part of reorganization costs on the statement of operations, for total amortization of debt discount and deferred finance costs of $970,420 during the six months ended June 30, 2020. The following table summarizes outstanding convertible notes as of June 30, 2020 and December 31, 2019: June 30, 2020 December 31, 2019 Convertible note dated March 29, 2019, maturing September 30, 2019 $ 888,432 $ 700,000 Convertible note dated September 6, 2019, maturing September 6, 2021 – 153,000 Convertible note dated November 25, 2019, maturing November 25, 2021 – 78,000 Convertible note dated November 25, 2019, maturing November 25, 2020 60,034 150,000 Convertible note dated December 10, 2019, maturing December 10, 2020 74,700 110,000 Convertible note dated February 7, 2020, maturing February 7, 2022 78,000 – Total 1,101,166 1,191,000 Debt discount and deferred finance costs on long-term convertible notes – (5,376 ) Debt discount and deferred finance costs on short-term convertible notes – (37,310 ) Current convertible notes payable, net of discount – (922,690 ) Total long-term convertible notes payable, net $ 1,101,166 $ 225,624 The following table presents information about the Company’s liabilities measured at fair value on a recurring basis and the Company’s estimated level within the fair value hierarchy of those assets and liabilities as of June 30, 2020 and December 31, 2019: Fair value measured at June 30, 2020 Total carrying value at June 30, 2020 Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant Unobservable inputs (Level 3) Liabilities: Derivative liabilities $ 874,235 $ – $ – $ 874,235 Fair value measured at December 31, 2019 Total carrying value at December 31, 2019 Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant Unobservable inputs (Level 3) Liabilities: Derivative liabilities $ 470,331 $ – $ – $ 470,331 The fair values of derivatives at the date of issuance during the six months ended June 30, 2020 were estimated using a Black Scholes model and the following assumptions: volatility of between 53% and 78% based on a peer group of comparable companies, a dividend yield of 0%, an expected term of six months to one and a half years, an exercise price of between $0.004 and $0.068, and a risk-free rate of between 0.16% and 0.63%. The fair value of derivatives as of June 30, 2020 was estimated using a Black Scholes model and the following assumptions: volatility of 77% and 80% based on a peer group of comparable companies, a dividend yield of 0%, an expected term of between three and six months, an exercise price of $0.00087 and $0.00105 and, and a risk-free rate of 0.16%-0.18%. There were no transfers between Level 1, 2 or 3 during the six months ended June 30, 2020. As of June 30, 2020, outstanding convertible debt principal is convertible into 989,360,489 shares of common stock. The table below presents the change in the fair value of the derivative liability during the six months ended June 30, 2020: Fair value as of December 31, 2019 $ 470,331 Fair value on the date of issuance recorded as a debt discount 514,100 Fair value on the date of issuance recorded as a loss on derivative 504,479 Extinguishment of liability due to conversion to equity (631,569 ) Loss on change in fair value of derivatives 16,894 Fair value as of June 30, 2020 $ 874,235

5. Commitments and Contingencie

5. Commitments and Contingencies	6 Months Ended
5. Commitments and Contingencies	Jun. 30, 2020
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	NOTE 5 – COMMITMENTS AND CONTINGENCIES Our principal office is part of a group of executive suites. We pay $130 per month for our offices, on a month-to-month basis. In July 2018, the Company also began renting a shared office space for $175 per month on a month to month basis. In April 2018, the Company entered into an agreement with a third party for a subscription to its e-commerce platform. The Company paid $3,000 for implementation and pays $2,000 per month, with an initial term of one year. After the initial term, the monthly fee may increase depending on the Company’s level of sales through the platform. During the year ended December 31, 2019, the Company entered an agreement whereby the Company pays a contractor $2,000 per month for a six month term, and the contractor may also receive shares of common stock depending on certain performance targets as discussed in Note 6.

6. Stockholders' Deficit

6. Stockholders' Deficit	6 Months Ended
6. Stockholders' Deficit	Jun. 30, 2020
Equity [Abstract]
Stockholders' Deficit	NOTE 6 – STOCKHOLDERS’ DEFICIT Preferred Stock The Company has 5,000,000 shares of Preferred Stock authorized. On November 18, 2019, the Company’s Board of Directors designated 1,000,000 of those preferred shares as “Series A Preferred Stock.” Each share of Series A Preferred Stock has voting rights equal to 250 shares of common stock, with a total of 250,000,000 votes available to holders of the Series A Preferred Stock. The Series A Preferred Stock has no conversion rights, no dividend rights and no liquidation preference. The Board of Directors concurrently authorized the issuance of 500,000 shares of Series A Preferred Stock each to Steven Raack, the Company’s Chief Executive Officer, and Thomas Raack, the Company’s Chief Financial Officer. Common Stock On November 22, 2019, a majority of the Company’s shareholders approved an increase in the authorized common shares from 112,500,000 to 195,000,000. On May 29, 2020, a majority of the Company’s shareholders approved an increase in the authorized common shares to 495,000,000. During the years ended December 31, 2019 and 2018, the Company entered into various agreements with third parties to provide legal, consulting and marketing services. These agreements generally contain performance conditions such as the completion of certain milestones and sales targets through January 2021. Certain agreements contained service conditions grants of common stock upon signing the agreement, or at recurring periods of 90 days. The Company begins recognizing compensation cost for performance awards when the satisfaction of the performance milestone considered probable. Any awards with service only conditions are recognized over the requisite service period. Certain of these agreements also awarded common stock warrants, which are disclosed below under “ Common Stock Warrants The following table summarizes the common share activity related to these agreements for the three months ended June 30, 2020: Six Months Ended June 30, 2020 Common shares to be issued, beginning balance 1,747,500 Shares awarded for potential future issuance 50,000 Forfeited (497,500 ) Shares issued (50,000 ) Remaining shares to be issued, ending balance 1,250,000 In February 2020, the Company issued 50,000 shares of common stock to advisors under 2019 agreements. During the three and six months ended June 30, 2020, the Company recognized expense of $4,022 and $66,167, respectively related to all stock-based compensation share awards. As of June 30, 2020, the Company expects to recognize a total of $1,17,500 of expense related to the above shares that have not yet vested, assume all vest. Bruce Lee Beverage Agreement On December 31, 2018, the Company entered into a business alliance agreement with Bruce Lee Beverage, LLC. (“BLB”). Under the terms of the agreement, the parties will develop a new product utilizing the intellectual property of BLB, with an initial term of five years and automatic five-year renewals thereafter unless terminated by either party with 120 days’ prior written notice. The Company issued 150,000 shares of common stock to BLB on December 31, 2018, and an additional 350,000 shares in January 2019, which are included in the table above. The Company also issued 1,500,000 warrants in January 2019, with an exercise price of $1.01 per share, with 500,000 vesting upon issuance. BLB can receive up to an additional 1,000,000 shares of common stock, and vest in the remaining 1,000,000 warrants as follows: · 500,000 shares of common stock and 500,000 warrants will vest upon approval of co-branded product formula, packaging and marketing strategy; execution of licensing agreement between the two parties; and commencement of a mutually agreed upon marketing campaign. · 250,000 shares of common stock and 250,000 warrants will vest upon sale of 10,000 units of the new product. · 250,000 shares of common stock and 250,000 warrants will vest upon sale of 30,000 units of the new product. In June 2019, the Company and BLB executed the license agreement referred to in the first milestone above and the launch of the co-branded product, which began sales in July 2019. The license agreement has a term of 3 years, and specifies that the Company will pay royalties to BLB related to sales of the underlying product as follows: · 20% of any net sales up to $499 through BLB’s customers; · 25% of any net sales of between $500 and $999 through BLB’s customers; · 30% of any net sales exceeding $1,000 through BLB’s customers; · 5% of net sales on sales up to $2,499 by the Company’s Level 1 Ambassadors; · 7% of net sales on sales between $2,500 and $4,999 by the Company’s Level 1 Ambassadors; · 10% of net sales on sales exceeding $5,000 by the Company’s Level 1 Ambassadors; · 5% of net sales on any sales by the Company’s Level 2 Ambassadors. Pursuant to the terms of milestone, the Company issued 500,000 shares of common stock and 500,000 warrants to BLB in June 2019. During the six months ended June 30, 2020 and 2019, the Company recorded a total of $1,507 and $0, respectively, for royalties earned under the agreement. Common Stock Warrants Certain of the agreements noted above also awarded common stock purchase warrants to certain third parties. These warrants are earned upon the recipient earning certain performance metrics. Certain of the agreements issued warrants to the recipient upon execution of the agreement. The following table summarizes warrant activity for the six months ended June 30, 2020: Common Stock Warrants Shares Weighted Weighted Outstanding at December 31, 2019 4,440,000 $ 1.33 2.6 Granted – – – Cancelled – – – Expired – – – Exercised – – – Outstanding at June 30, 2020 4,440,000 $ 1.33 2.05 Exercisable at June 30, 2020 1,334,000 $ 1.13 1.10 As of June 30, 2020, the outstanding and exercisable warrants had no intrinsic value. The Company recognized compensation expense of $0 during the three and six months ended June 30, 2020, respectively related to the warrants. The Company expects to recognize a total of $1,547,148 of expense related to all warrants that have not yet vested, assume all vest.

7. Loss per Common Share

7. Loss per Common Share	6 Months Ended
7. Loss per Common Share	Jun. 30, 2020
Earnings Per Share [Abstract]
Loss per Common Share	NOTE 7 – LOSS PER COMMON SHARE The basic net loss per common share is calculated by dividing the Company's net loss available to common shareholders by the weighted average number of common shares during the year. The diluted net loss per common share is calculated by dividing the Company's net loss available to common shareholders by the diluted weighted average number of common shares outstanding during the year. The diluted weighted average number of common shares outstanding is the basic weighted number of common shares adjusted for any potentially dilutive debt or equity. As of June 30, 2020, diluted net earnings (loss) per common share excludes any impact from the 4,400,000 warrants outstanding (including 1,334,000 that are exercisable as of June 30, 2020), and 989,360,489 shares of common stock issuable under notes payable that are convertible as of June 30, 2020 as their impact would be antidilutive. As of June 30, 2020, diluted net earnings (loss) per common share excludes any impact from the 3,950,000 warrants outstanding (including 834,000 that are exercisable as of June 30, 2019) as their impact would be antidilutive. Three Months Ended Six Months Ended June 30, 2020 June 30, 2019 June 30, 2020 June 30, 2019 Numerator Net loss $ (873,271 ) $ (1,052,191 ) $ (1,798,799 ) $ (3,500,690 ) Denominator Basic and Diluted weighted average common shares 70,016,548 30,889,916 51,468,125 30,541,704 Basic and diluted net loss per common share $ (0.01 ) $ (0.03 ) $ (0.03 ) $ (0.11 )

8. Transaction with Related Par

8. Transaction with Related Parties	6 Months Ended
8. Transaction with Related Parties	Jun. 30, 2020
Related Party Transactions [Abstract]
Transaction with Related Parties	NOTE 8 – TRANSACTION WITH RELATED PARTIES In March 2018, the Company entered into an Agreement with VOTOCAST, INC. dba newkleus, a California corporation formed and owned by Steven Raack, the President, CEO and a Director of the Company. The Company received an exclusive license in the cannabis industry for the state-of-the-art newkleus™ technology to (1) facilitate Vitalibis’ micro-influencer sales model, and (2) enhance and compliment Vitalibis’ social media strategy. The Agreement grants Vitalibis an exclusive license for the newkleus patent-pending, user-generated content (UGC) technology for all applications in the cannabis industry. The integration of the newkleus technology allows Vitalibis to create an interactive digital community, while concurrently acquiring valuable user data and content, all of which Vitalibis anticipates will (1) increase customer acquisition and retention and (2) build direct, meaningful and loyal customer relationships. The Company paid 200,000 shares upon execution of the agreement and a monthly fee ranging from $0 to $2,000 depending on volume of usage. In addition, newkleus provides operational and business development consulting services. The Company has not paid any fees under this agreement to date.

9. Subsequent Events

9. Subsequent Events	6 Months Ended
9. Subsequent Events	Jun. 30, 2020
Subsequent Events [Abstract]
Subsequent Events	NOTE 9 – SUBSEQUENT EVENTS In July 2020, the lender of the December 2019 convertible promissory note converted $12,000 principal into 17,142,857 shares of common stock in accordance with the terms of the agreement.

2. Summary of Significant Acc_2

2. Summary of Significant Accounting Policies (Policies)	6 Months Ended
2. Summary of Significant Accounting Policies (Policies)	Jun. 30, 2020
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The unaudited interim 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. 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 financial statements contain all the adjustments necessary (consisting only of normal recurring adjustments) to present the financial position of the Company as of June 30, 2020 and the results of operations and cash flows for the periods presented. The results of operations for the three and six months ended June 30, 2020 are not necessarily indicative of the operating results for the full fiscal year. These financial statements should be read in conjunction with the financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent year ended December 31, 2019 have been omitted.
Inventories	Inventories Inventory is manufactured at third party facilities. Inventories are stated at the lower of cost or net realizable value, using the first-in, first-out method. The Company reviews its inventory for obsolescence and any inventory identified as obsolete is reserved or written off. The Company’s determination of obsolescence is based on assumptions about the demand for its products, product expiration dates, estimated future sales, and management’s future plans. As of June 30, 2020 and December 31, 2019, inventory consists of the following components: June 30, 2020 December 31, 2019 Raw materials and supplies $ 41,497 $ 44,515 Finished products 295,405 226,217 Total inventory $ 336,902 $ 270,732
Revenue Recognition	Revenue Recognition The Company recognizes revenue in accordance with ASC Topic 606, Revenue From Contracts With Customers. Revenues are recognized when control of the promised goods or services is transferred to the customer in an amount that reflects the consideration the Company expects to be entitled to in exchange for transferring those goods or services. Revenue is recognized based on the following five step model: · Identification of the contract with a customer · Identification of the performance obligations in the contract · Determination of the transaction price · Allocation of the transaction price to the performance obligations in the contract · Recognition of revenue when, or as, the Company satisfies a performance obligation All of the Company’s revenue is currently generated from the sales of similar products. As such no further disaggregation of revenue information is provided. Performance Obligations Product sales are recognized all of the following criteria are satisfied: (i) a contract with an end user exists which has commercial substance; (ii) it is probable the Company will collect the amount charged to the end user; and (iii) the Company has completed its performance obligation whereby the end user has obtained control of the product. A contract with commercial substance exists once the Company receives and accepts a purchase order or once it enters into a contract with an end user. If collectability is not probable, the sale is deferred and not recognized until collection is probable or payment is received. Control of products typically transfers when title and risk of ownership of the product has transferred to the customer. Payment is received before shipment of the product. Net revenues comprise gross revenues less customer discounts and allowances, actual and expected returns. Shipping charges billed to customers are included in net sales. Various taxes on the sale of products and enrollment packages to customers are collected by the Company as an agent and remitted to the respective taxing authority. These taxes are presented on a net basis and recorded as a liability until remitted to the respective taxing authority. The Company allows for customers to return unopened products within 45 days. During the six months ended June 30, 2020, there were a trivial amount of refunds processed for returned product. Contract Costs Costs incurred to obtain a customer contract are not material to the Company. The Company elected to apply the practical expedient to not capitalize contract costs to obtain contracts with a duration of one year or less, which are expensed and included within cost of goods and services. Contract Liabilities The Company may at times receive payment by credit card at the time customer places an order. Amounts received for undelivered product are considered a contract liability and are recorded as deferred revenue. As of June 30, 2020 and December 31, 2019, the Company had no deferred revenue related to unsatisfied performance obligations.
Cost of Sales	Cost of Sales Cost of sales includes all of the costs to purchase and assemble the Company’s products. Products are manufactured for the Company by third-party contractors, such costs represent the amounts invoiced by the contractors. Additionally, shipping costs are included in Cost of Sales in the Statements of Operations.
Selling, General and Administrative Expenses	Selling, General and Administrative Expenses Selling, general and administrative expenses include advertising and promotional costs and research and development costs. Also included in Selling, general and administrative expenses are stock-based compensation, certain warehousing fees, non-manufacturing overhead, personnel and related expenses, rent on operating leases, and professional fees. Advertising and promotional costs are expensed as incurred and totaled $0 and $276 in the three and six months ended June 30, 2020, respectively and $30,674 and $34,522 in the three and six months ended June 30, 2019, respectively. Research and development costs are expensed as incurred. There were no research and development costs during the six months ended June 30, 2020 and 2019.
Website Development Cost	Website Development Cost The Company capitalizes certain development costs associated with internal use software incurred during the application development stage. The Company expenses costs associated with preliminary project phase activities, training, maintenance and any post-implementation period costs as incurred. Capitalization of qualifying application development cost begins when management authorized and commits to funding the project and it is probable that the project will be completed for the function intended. Capitalized internal use software costs are normally amortized over estimated useful lives ranging from 2 to 5 years once the related project has been completed and deployed for customer use. At time the software is considered to have be an indefinite lived asset in which case it is evaluated for impairment at least annually. Capitalized costs are related to the development of our website and customer portal. The Company amortizes capitalized costs over an estimated useful life of three years. Amortization expense for the six months ended June 30, 2020 and 2019 was $29,362.
Recenty Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements The Company does not believe that any recently issued effective pronouncements, or pronouncements issued but not yet effective, if adopted, would have a material effect on the accompanying financial statements.

1. Organization and Going Con_2

1. Organization and Going Concern (Tables)	6 Months Ended
1. Organization and Going Concern (Tables)	Jun. 30, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Summary of components of liabilities subject to compromise	The following table summarizes the components of liabilities subject to compromise included on the Company’s balance sheets as of June 30, 2020: June 30, 2020 Accounts payable and accrued liabilities $ 78,171 Unsecured notes payable 7,493 U.S. Small Business Administration loan payable 68,300 Derivative liability 874,235 Convertible notes payable 1,101,166 Total liabilities subject to compromise $ 2,129,365
Summary of components included in reorganization items	The following table summarizes the components included in reorganization items in the Company's statements of operations for the three and six months ended June 30, 2020: Three and Six Months June 30, 2020 Reorganization legal and professional fees $ 10,103 Deferred loan costs and debt discount expensed 151,338 Total reorganization costs $ 161,441

2. Summary of Significant Acc_3

2. Summary of Significant Accounting Policies (Tables)	6 Months Ended
2. Summary of Significant Accounting Policies (Tables)	Jun. 30, 2020
Accounting Policies [Abstract]
Schedule of inventory	As of June 30, 2020 and December 31, 2019, inventory consists of the following components: June 30, 2020 December 31, 2019 Raw materials and supplies $ 41,497 $ 44,515 Finished products 295,405 226,217 Total inventory $ 336,902 $ 270,732

4. Convertible Notes Payable (T

4. Convertible Notes Payable (Tables)	6 Months Ended
4. Convertible Notes Payable (Tables)	Jun. 30, 2020
Debt Disclosure [Abstract]
Schedule of convertible notes payable	The following table summarizes outstanding convertible notes as of June 30, 2020 and December 31, 2019: June 30, 2020 December 31, 2019 Convertible note dated March 29, 2019, maturing September 30, 2019 $ 888,432 $ 700,000 Convertible note dated September 6, 2019, maturing September 6, 2021 – 153,000 Convertible note dated November 25, 2019, maturing November 25, 2021 – 78,000 Convertible note dated November 25, 2019, maturing November 25, 2020 60,034 150,000 Convertible note dated December 10, 2019, maturing December 10, 2020 74,700 110,000 Convertible note dated February 7, 2020, maturing February 7, 2022 78,000 – Total 1,101,166 1,191,000 Debt discount and deferred finance costs on long-term convertible notes – (5,376 ) Debt discount and deferred finance costs on short-term convertible notes – (37,310 ) Current convertible notes payable, net of discount – (922,690 ) Total long-term convertible notes payable, net $ 1,101,166 $ 225,624
Fair value of assets and liabilities	The following table presents information about the Company’s liabilities measured at fair value on a recurring basis and the Company’s estimated level within the fair value hierarchy of those assets and liabilities as of June 30, 2020 and December 31, 2019: Fair value measured at June 30, 2020 Total carrying value at June 30, 2020 Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant Unobservable inputs (Level 3) Liabilities: Derivative liabilities $ 874,235 $ – $ – $ 874,235 Fair value measured at December 31, 2019 Total carrying value at December 31, 2019 Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant Unobservable inputs (Level 3) Liabilities: Derivative liabilities $ 470,331 $ – $ – $ 470,331
Change in fair value of derivative liability	The table below presents the change in the fair value of the derivative liability during the six months ended June 30, 2020: Fair value as of December 31, 2019 $ 470,331 Fair value on the date of issuance recorded as a debt discount 514,100 Fair value on the date of issuance recorded as a loss on derivative 504,479 Extinguishment of liability due to conversion to equity (631,569 ) Loss on change in fair value of derivatives 16,894 Fair value as of June 30, 2020 $ 874,235

6. Stockholders' Deficit (Table

6. Stockholders' Deficit (Tables)	6 Months Ended
6. Stockholders' Deficit (Tables)	Jun. 30, 2020
Equity [Abstract]
Schedule of common share activity	The following table summarizes the common share activity related to these agreements for the three months ended June 30, 2020: Six Months Ended June 30, 2020 Common shares to be issued, beginning balance 1,747,500 Shares awarded for potential future issuance 50,000 Forfeited (497,500 ) Shares issued (50,000 ) Remaining shares to be issued, ending balance 1,250,000
Schedule of warrant activity	The following table summarizes warrant activity for the six months ended June 30, 2020: Common Stock Warrants Shares Weighted Weighted Outstanding at December 31, 2019 4,440,000 $ 1.33 2.6 Granted – – – Cancelled – – – Expired – – – Exercised – – – Outstanding at June 30, 2020 4,440,000 $ 1.33 2.05 Exercisable at June 30, 2020 1,334,000 $ 1.13 1.10

7. Loss per Common Share (Table

7. Loss per Common Share (Tables)	6 Months Ended
7. Loss per Common Share (Tables)	Jun. 30, 2020
Earnings Per Share [Abstract]
Earnings per share calculation	As of June 30, 2020, diluted net earnings (loss) per common share excludes any impact from the 3,950,000 warrants outstanding (including 834,000 that are exercisable as of June 30, 2019) as their impact would be antidilutive. Three Months Ended Six Months Ended June 30, 2020 June 30, 2019 June 30, 2020 June 30, 2019 Numerator Net loss $ (873,271 ) $ (1,052,191 ) $ (1,798,799 ) $ (3,500,690 ) Denominator Basic and Diluted weighted average common shares 70,016,548 30,889,916 51,468,125 30,541,704 Basic and diluted net loss per common share $ (0.01 ) $ (0.03 ) $ (0.03 ) $ (0.11 )

1. Organization and Going Con_3

1. Organization and Going Concern (Details - Lliabilities subject to compromises) - USD ($)	Jun. 30, 2020	Dec. 31, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accounts payable and accrued liabilities	$ 78,171
Unsecured notes payable	7,493
U.S. Small Business Administration loan payable	68,300
Derivative liability	874,235
Convertible notes payable	1,101,166
Total liabilities subject to compromise	$ 2,129,365	$ 0

1. Organization and Going Con_4

1. Organization and Going Concern (Details- Reorganization) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Reorganization legal and professional fees	$ 10,103		$ 10,103
Deferred loan costs and debt discount expensed	151,338		151,338
Total reorganization costs	$ 161,441	$ 0	$ 161,441	$ 0

2. Summary of Significant Acc_4

2. Summary of Significant Accounting Policies (Details) - USD ($)	Jun. 30, 2020	Dec. 31, 2019
Accounting Policies [Abstract]
Raw materials and supplies	$ 41,497	$ 44,515
Finished products	295,405	226,217
Total inventory	$ 336,902	$ 270,732

2. Summary of Significant Acc_5

2. Summary of Significant Accounting Policies (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
Accounting Policies [Abstract]
Advertising and promotion	$ 0	$ 30,674	$ 276	$ 34,522
Research and development costs			0	0
Amortization expense			$ 29,362	$ 29,362

3. Note Payable (Details Narrat

3. Note Payable (Details Narrative)	6 Months Ended
3. Note Payable (Details Narrative)	Jun. 30, 2020USD ($)
Unsecured Financing Note 1 [Member]
Debt face amount	$ 10,416
Debt stated interest rate	12.35%
Down payment	$ 2,933
Frequency of payments	monthly
Monthly payments	$ 876
Maturity date	Mar. 31, 2021
Note payable outstanding	$ 7,493
SBA Loan [Member]
Frequency of payments	monthly
Proceeds from loans	$ 68,300
Interest rate	3.75%
Periodic payments	$ 334
Term	30 years

4. Convertible Notes Payable (D

4. Convertible Notes Payable (Details - Convertible Notes) - USD ($)	6 Months Ended
	Jun. 30, 2020	Dec. 31, 2019
Convertible note balance	$ 1,101,166	$ 1,191,000
Debt discount and deferred finance costs on long-term convertible notes	0	(5,376)
Debt discount and deferred finance costs on short-term convertible notes	0	(37,310)
Current convertible notes payable, net of discount	0	(922,690)
Total long-term convertible notes payable, net	1,101,166	225,624
Convertible Note 1 [Member]
Convertible note balance	$ 888,432	700,000
Debt issuance date	Mar. 29, 2019
Debt maturity date	Sep. 30, 2019
Convertible Note 2 [Member]
Convertible note balance	$ 0	153,000
Debt issuance date	Sep. 6, 2019
Debt maturity date	Sep. 6, 2021
Convertible Note 3 [Member]
Convertible note balance	$ 0	78,000
Debt issuance date	Nov. 25, 2019
Debt maturity date	Nov. 25, 2021
Convertible Note 4 [Member]
Convertible note balance	$ 60,034	150,000
Debt issuance date	Nov. 25, 2019
Debt maturity date	Nov. 25, 2020
Convertible Note 5 [Member]
Convertible note balance	$ 74,700	110,000
Debt issuance date	Dec. 10, 2019
Debt maturity date	Dec. 10, 2020
Convertible Note 6 [Member]
Convertible note balance	$ 78,000	$ 0
Debt issuance date	Feb. 7, 2020
Debt maturity date	Feb. 7, 2022

4. Convertible Notes Payable _2

4. Convertible Notes Payable (Details - Fair value) - Fair Value Measurements Recurring [Member] - USD ($)	Jun. 30, 2020	Dec. 31, 2019
Derivative liabilities	$ 874,235	$ 470,331
Fair Value Inputs Level 1 [Member]
Derivative liabilities	0	0
Fair Value Inputs Level 2 [Member]
Derivative liabilities	0	0
Fair Value Inputs Level 3 [Member]
Derivative liabilities	$ 874,235	$ 470,331

4. Convertible Notes Payable _3

4. Convertible Notes Payable (Details - Change in Fair Value)	6 Months Ended
	Jun. 30, 2020USD ($)
Debt Disclosure [Abstract]
Derivative liability beginning balance	$ 470,331
Fair value on the date of issuance recorded as a debt discount	514,100
Fair value on the date of issuance recorded as a loss on derivative	504,479
Extinguishment of liability due to conversion to equity	(631,569)
Loss on change in fair value of derivatives	16,894
Derivative liability ending balance	$ 0

4. Convertible Notes Payable _4

4. Convertible Notes Payable (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended			4 Months Ended	6 Months Ended		7 Months Ended	8 Months Ended		11 Months Ended	12 Months Ended
4. Convertible Notes Payable (Details Narrative) - USD ($)	Feb. 07, 2020	Jun. 30, 2020	Jun. 30, 2019	Mar. 29, 2019	Apr. 30, 2019	Jun. 30, 2020	Jun. 30, 2019	Jul. 31, 2019	Sep. 06, 2019	Aug. 31, 2019	Nov. 25, 2019	Dec. 31, 2019	Feb. 07, 2019
Proceeds from convertible note						$ 78,000	$ 466,000
Payment of financing fees						3,000	9,000
Derivative gain (loss)		$ (193,649)	$ (116,208)			(521,373)	(116,208)
Amortization of debt discount and deferred finance costs						$ 970,420	$ 109,906
Convertible Promissory Note 5 [Member]
Debt face amount	$ 78,000
Debt stated interest rate	10.00%
Proceeds from convertible note	$ 75,000
Payment of financing fees	$ 3,000
Debt maturity date	Feb. 7, 2022
Debt converted, shares issued						37,252,975
Debt converted, principal						$ 35,300
Debt converted, acrued interest						4,250
Convertible note payable balance		74,700				74,700
Amortization of debt discount and deferred finance costs		453,853				819,082
Additional debt discount						151,338
Amortization of debt discount and deferred finance costs, net						$ 970,420
Convertible Promissory Note 4 [Member]
Original issue discount											$ 10,000
Debt stated interest rate											10.00%
Proceeds from convertible note											$ 97,000
Payment of financing fees											$ 3,000
Debt maturity date											Dec. 10, 2020
Debt converted, shares issued						19,200,000
Debt converted, principal						$ 89,966
Debt converted, acrued interest						7,200
Convertible note payable balance		$ 60,034				$ 60,034
Convertible Promissory Note 4 [Member] \| Lender [Member]
Shares issued to lender as deferred financing fee, shares											35,000
Shares issued to lender as deferred financing fee, value											$ 8,407
Convertible Promissory Note 3 [Member]
Debt face amount											$ 78,000
Debt stated interest rate											10.00%
Proceeds from convertible note											$ 75,000
Payment of financing fees											$ 3,000
Debt maturity date											Nov. 25, 2021
Debt converted, shares issued						22,024,952
Debt converted, principal						$ 139,100
Debt converted, acrued interest						$ 3,900
Convertible Promissory Note 1 [Member]
Debt face amount				$ 750,000
Original issue discount				$ 150,000
Debt stated interest rate		22.00%		8.00%		22.00%
Proceeds from convertible note				$ 250,000
Debt maturity date				Sep. 30, 2019
Debt converted, shares issued						22,782,707						714,296
Debt converted, principal						$ 161,102						$ 50,000
Convertible note payable balance		$ 888,432				888,432
Convertible Promissory Note 1 [Member] \| Tranche 1 [Member]
Original issue discount					$ 50,000
Proceeds from convertible note					$ 200,000
Convertible Promissory Note 1 [Member] \| Tranche 2 [Member]
Original issue discount								$ 50,000
Proceeds from convertible note								$ 200,000
Convertible Promissory Note 1 [Member] \| Tranche 3 [Member]
Original issue discount										$ 50,000
Proceeds from convertible note										$ 200,000
Convertible Promissory Note 2 [Member]
Debt face amount													$ 153,000
Debt stated interest rate													10.00%
Proceeds from convertible note									$ 150,000
Payment of financing fees									$ 3,000
Unamortized discount		$ 115,800				$ 115,800
Debt maturity date									Sep. 6, 2021
Debt converted, shares issued						20,101,064
Debt converted, principal						$ 153,000
Debt converted, acrued interest						$ 7,650

6. Stockholders' Deficit (Detai

6. Stockholders' Deficit (Details - Common stock activity) - Common Stock	6 Months Ended
	Jun. 30, 2020shares
Common shares to be issued, beginning balance	1,747,500
Shares awarded	50,000
Shares forfeited	(497,500)
Shares issued	(50,000)
Common shares to be issued, ending balance	1,250,000

6. Stockholders' Deficit (Det_2

6. Stockholders' Deficit (Details - Warrant activity) - Warrants [Member]	6 Months Ended
	Jun. 30, 2020$ / sharesshares
Number of Warrants
Number of Warrants Outstanding, Beginning \| shares	4,440,000
Number of Warrants Outstanding, Ending \| shares	4,400,000
Weighted Average Exercise Price
Weighted Average Exercise Price Outstanding, Beginning \| $ / shares	$ 1.33
Weighted Average Exercise Price Outstanding, Ending \| $ / shares	$ 1.33
Weighted average remaining life, warrants outstanding	2 years 18 days
Weighted average remaining life, warrants exercisable	1 year 1 month 6 days

6. Stockholders' Deficit (Det_3

6. Stockholders' Deficit (Details Narrative) - USD ($)	Jan. 15, 2019	Feb. 28, 2020	Jun. 30, 2020	Jun. 30, 2020	Jun. 30, 2019	Jun. 15, 2019	Dec. 31, 2018	May 29, 2020	Dec. 31, 2019
Stock compensation expense				$ 66,167	$ 2,763,500
Common stock, shares authorized			495,000,000	495,000,000				495,000,000	495,000,000
Bruce Lee Beverage [Member]
Stock issued for asset acquisition, stock issued	350,000						150,000
Warrant exercise price	$ 1.01
Royalties paid				$ 1,507	0
Common Stock Awards [Member] \| Advisors [Member]
Stock granted, shares		50,000
Stock compensation expense				4,022	$ 66,167
Unrecognized stock compensation expense			$ 117,500	117,500
Warrants [Member]
Stock compensation expense			0	0
Unrecognized stock compensation expense			1,547,148	1,547,148
Aggregate intrinsic value of warrants outstanding			$ 0	0
Aggregate intrinsic value of warrants exercisable				$ 0
Warrants [Member] \| Bruce Lee Beverage [Member]
Warrants issued, shares	1,500,000
Warrants vested	500,000					500,000
Common Stock \| Bruce Lee Beverage [Member]
Stock granted, shares						500,000

7. Loss per Common Share (Detai

7. Loss per Common Share (Details) - USD ($)	3 Months Ended		6 Months Ended
7. Loss per Common Share (Details) - USD ($)	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
Earnings Per Share [Abstract]
Net loss	$ (873,271)	$ (1,052,191)	$ (1,798,799)	$ (3,500,690)
Denominator for basic and diluted net loss per common share - weighted average of common shares	70,016,548	30,889,916	51,468,125	30,541,704
Basic and diluted net loss per common share attributed to stockholders	$ (0.01)	$ (0.03)	$ (0.03)	$ (0.11)

7. Loss per Common Share (Det_2

7. Loss per Common Share (Details Narrative) - shares	6 Months Ended
7. Loss per Common Share (Details Narrative) - shares	Jun. 30, 2020	Jun. 30, 2019
Warrants [Member]
Antidilutive shares	4,400,000	3,500,000
Common Stock
Antidilutive shares	989,360,489