The accompanying notes are an integral part
of these consolidated financial statements.
The accompanying notes are an integral part
of these consolidated financial statements.
The accompanying notes are an integral part
of these consolidated financial statements.
The accompanying notes are an integral part
of these consolidated financial statements.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2018 AND 2017
Note 1 - Organization and Basis of Presentation
Organization and Line of Business
Pura Naturals, Inc. (formerly Yummy Flies,
Inc.) (The "Company" or "Pura - CO") was incorporated under the laws of the State of Colorado on December 26,
2005. On November 17, 2016, the Company changed its name from Yummy Flies, Inc. to Pura Naturals, Inc.
Pura Naturals, Inc., ("Pura - DE")
was incorporated on April 20, 2015 under the laws of the state of Delaware. Prior to incorporating in Delaware, the Company
was incorporated on October 21, 2013 under the laws of the state of Nevada as a limited liability company. On June 30, 2015,
the Company exchanged membership interests in the Nevada Corporation for common stock of the Pura - DE.
Effective
July 18, 2016, the Company entered into that certain share exchange agreement by and among the Company, Pura - DE") and certain
shareholders of Pura – DE (the "PURA Shareholders"). Pursuant to the Share Exchange Agreement, the
Company exchanged the outstanding common and preferred stock of Pura - DE held by the PURA Shareholders for shares of common stock
of the Company. At the closing date, Robert Lee, the holder of 30,536,100 shares of common stock, agreed to cancelation of
such shares. Other than Robert Lee, shareholders of Company common stock held 7,625,700 shares. Also on the closing
date, the Company issued 23,187,876 shares of common stock to the PURA shareholders. In addition, shares issuable under
outstanding options of Pura – DE will be exercisable into shares of common stock of the Company, pursuant to the terms of
such instruments.
As a result of the share exchange agreement and the other transactions contemplated there under,
Pura - DE became a wholly owned subsidiary of the Company.
The exchange of shares with Pura - DE was accounted
for as a reverse acquisition under the purchase method of accounting since Pura - DE obtained control of the Company. Accordingly,
the merger of Pura - DE into the Company was recorded as a recapitalization of Pura - DE, Pura - DE being treated as the continuing
entity. The historical financial statements presented are the financial statements of Pura - DE. The share exchange agreement was
treated as a recapitalization and not as a business combination; therefore, no pro forma information is disclosed. At the date
of this transaction, the net liabilities of the legal acquirer, Pura - CO, were $20,040.
The Company is engaged in the marketing and
sales of consumer products through the use of direct sales, brokers and distributors to wholesalers, mass merchandisers, retail
stores and on the internet.
Note 2 – Summary of Significant Accounting
Policies
Accounting Method
The Company's consolidated financial statements
("CFS") are prepared using the accrual method of accounting. The Company elected a fiscal year ending on December 31.
Reclassification
Certain amounts in the prior period financial
statements were reclassified to conform to the current period presentation. These reclassifications had no effect on reported losses.
Principles of Consolidation
The accompanying CFS include the accounts of
the Company and its wholly-owned subsidiary, PURA - DE, and have been prepared in conformity with accounting principles generally
accepted in the United States of America ("GAAP"). All significant intercompany transactions and balances were
eliminated.
PURA NATURALS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2018 AND 2017
Use of Estimates and Assumptions
The preparation of financial statements in
conformity with 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 date of the financial statements and the reporting amounts of revenues
and expenses during the reporting period.
The Company's significant estimates and assumptions
include the fair value of financial instruments; allowance for doubtful accounts; and obsolescence; and interest rate; revenue
recognized or recognizable; sales returns and allowances; valuation of derivative liabilities, valuation of options, income tax
rate, income tax provision, deferred tax assets and valuation allowance of deferred tax assets; and the assumption that the Company
will continue as a going concern. Those significant accounting estimates or assumptions bear the risk of change due to the fact
that there are uncertainties attached to those estimates or assumptions, and certain estimates or assumptions are difficult to
measure or value.
Management bases its estimates on historical
experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole
under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities
that are not readily apparent from other sources. Management regularly evaluates the key factors and assumptions used to develop
the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable
assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ
from those estimates.
Cash
Cash and cash equivalents include cash on hand and cash in time
deposits, certificates of deposit and all highly liquid debt instruments with original maturities of three months or less. As of
December 31, 2018 and 2017, the Company did not have any cash equivalents.
Accounts Receivable and Allowance for Doubtful
Accounts
The Company grants credit to customers under
credit terms that it believes are customary in the industry and does not require collateral to support customer receivables. The
Company currently does not provide an allowance for doubtful collections, which is based upon a review of outstanding receivables,
historical collection information, and existing economic conditions. Normal receivable terms vary from 30-90 days after the issuance
of the invoice and typically would be considered past due when the term expires. Delinquent receivables are written off based on
individual credit evaluation and specific circumstances of the customer. The Company's allowance for doubtful accounts was
$33,448 at December 31, 2018 and $0 at December 31, 2017, respectively.
Gross Profit
Gross profit is equal to product sales, net
of allowances less cost of goods sold. Cost of goods sold is associated with sales of our products and includes direct costs associated
with the purchase of components, and costs associated with the packaging, preparation, and shipment of the product.
Inventories
Inventories are valued at the lower of cost
or net realizable value. Cost is determined on an average cost basis which approximates actual cost on a first-in, first out basis
and includes raw materials, labor and manufacturing overhead.
At each balance sheet date, the Company evaluates
its ending inventories for excess quantities and obsolescence.
PURA NATURALS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2018 AND 2017
The Company considers historical demand and
forecast in relation to the inventory on hand, market conditions and product life cycles when determining obsolescence and net
realizable value. Provisions are made to reduce excess or obsolete inventories to their estimated net realizable values. Once established,
write-downs are considered permanent adjustments to the cost basis of the excess or obsolete inventories.
Components of Inventory
|
|
2018
|
|
2017
|
Finished goods
|
|
$
|
-
|
|
|
$
|
-
|
|
Work in progress
|
|
|
-
|
|
|
|
-
|
|
Raw materials
|
|
$
|
115,171
|
|
|
$
|
105,087
|
|
Intangible Assets
Intangible assets consist of a license with
a related party and amounts paid to obtain trademarks. Intangible assets are amortized over 120 months.
Long-Lived Assets
The Company applies ASC Topic 360,
Property,
Plant, and Equipment
, which addresses financial accounting and reporting for the impairment or disposal of long-lived assets.
ASC 360 requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present
and the undiscounted cash flows estimated to be generated by those assets are less than the assets' carrying amounts. In that event,
a loss is recognized based on the amount by which the carrying amount exceeds the fair value of the long-lived assets. Loss on
long-lived assets to be disposed of is determined in a similar manner, except that fair values are reduced for the cost of disposal.
Based on its review at December 31, 2018 and 2017, the Company believes there was no impairment of its long-lived assets.
Derivative Financial Instruments
The Company applies ASC 815-10,
Derivatives
and Hedging
("ASC 815-10"). Derivatives within the scope of ASC 815-10 must be recorded on the balance sheet at fair
value ("FV"). During the year ended December 31, 2017, the Company issued convertible debentures and recorded derivative
liabilities related to the embedded conversion feature of the convertible notes (See Note 7).
The Company determined the conversion feature
of the convertible notes represents an embedded derivative since the Note is convertible into a variable number of shares upon
conversion. Accordingly, the Note is not considered to be conventional debt and the embedded conversion feature must be bifurcated
from the debt host and accounted for as a derivative liability.
Therefore, the FV of the derivative instruments
has been recorded as liabilities on the balance sheet with the corresponding amount recorded as discounts to the Notes. Such discounts
will be accreted from the issuance date to the maturity date of the Notes.
The change in the FV of the derivative liabilities
will be recorded in other income or expenses in the statement of operations at the end of each period, with the offset to the derivative
liabilities on the balance sheet. The FV of the embedded derivative liabilities on the convertible notes were determined using
a Black-Scholes-Merton options pricing model ("Black-Scholes") on the issuance date.
Revenue Recognition
The Company recognizes revenue from sales of
consumer products to wholesalers, mass merchandisers and retail stores
. In May 2014, the FASB issued
Accounting Standards Update No. 2014-09 (Topic 606) “Revenue from Contracts with Customers.” Topic 606 supersedes the
revenue recognition requirements in Topic 605 “Revenue Recognition” (Topic 605). The new standard’s core principal
is that an entity will recognize revenue at an amount that reflects the consideration to which the entity expects to be entitled
in exchange for transferring good or services to a customer. The principals in the standard are applied in five steps: 1) Identify
the contract(s) with a customer; 2) Identify the performance obligations in the contract; 3) Determine the transaction price; 4)
Allocate the transaction price to the performance obligations in the contract; and 5) Recognize revenue when (or as) the entity
satisfies a performance obligation.
PURA NATURALS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2018 AND 2017
ASU No. 2014-09, Revenue from Contracts with Customers ("Topic
606"), became effective for us on January 1, 2018. We applied the "modified retrospective" transition method for
open contracts for the implementation of Topic 606. As sales are and have been primarily through distributors, and we have no significant
post delivery obligations, this did not result in a material recognition of revenue on our accompanying CFS for the cumulative
impact of applying this new standard. We made no adjustments to our previously-reported total revenues, as those periods continue
to be presented in accordance with our historical accounting practices under Topic 605, Revenue Recognition.
Deferred Revenue
In some instances, the Company receives payments
prior to delivery of its products, whereupon such revenues are deferred until the revenue recognition criteria are met.
Stock-Based Compensation
The Company records stock-based compensation
in accordance with FASB ASC Topic 718,
Compensation – Stock Compensation
. FASB ASC Topic 718 requires companies to
measure compensation cost for stock-based employee compensation at FV at the grant date and recognize the expense over the employee's
requisite service period. The Company recognizes in the statement of operations the grant-date FV of stock options and other equity-based
compensation issued to employees and non-employees. There were 8,193,750 and 7,193,750 options outstanding as of December 31, 2018
and 2017, respectively.
Income Taxes
The Company accounts for income taxes in accordance
with ASC Topic 740,
Income Taxes
. ASC 740 requires a company to use the asset and liability method of accounting for income
taxes, whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized
for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities
and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely
than not that some portion, or all of, the deferred tax assets will not be realized. Deferred tax assets and liabilities
are adjusted for the effects of changes in tax laws and rates on the date of enactment.
Under ASC 740, a tax position is recognized
as a benefit only if it is "more likely than not" that the tax position would be sustained in a tax examination, with
a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50%
likely of being realized on examination. For tax positions not meeting the "more likely than not" test, no tax benefit
is recorded.
Basic and Diluted Earnings (Loss) Per Share
Earnings per share is calculated in accordance
with ASC Topic 260,
Earnings Per Share
. Basic earnings per share ("EPS") is based on the weighted average number
of common shares outstanding. Diluted EPS is based on the assumption that all dilutive convertible shares and stock warrants were
converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are
assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby
were used to purchase common stock at the average market price during the period.
Based on the conversion prices in effect, the
potentially dilutive effects of 7,383,750 and 1,763,750 warrants and options were not considered in the calculation of EPS as the
effect would be anti-dilutive on December31, 2018 and December 31, 2017, respectively.
Based on the conversion prices in effect, the
potentially dilutive effects of 533,312,441 and 29,316,095 due to convertible debt were not considered in the calculation of EPS
as the effect would be anti-dilutive on December31, 2018 and December 31, 2017, respectively.
PURA NATURALS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2018 AND 2017
Recent Accounting Pronouncements
In July 2017,
the Financial Accounting
Standards Board ("FASB") issued ASU 2017-11
, Earnings Per Share (Topic 260) Distinguishing Liabilities from Equity
(Topic 480) Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial Instruments with Down Round Features, II.
Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain
Mandatorily Redeemable Noncontrolling Interests with a Scope Exception.
(the "ASU"). Part I of this ASU changes the
classification analysis of certain equity-linked financial instruments (or embedded features) with down round features and clarifies
existing disclosure requirements. Part II does not have an accounting effect. The ASU is effective for fiscal years, and interim
periods within those fiscal years, beginning after December 15, 2018 with early adoption permitted.
Part
I of this ASU allows companies to exclude a down round feature when determining whether a financial instrument is considered indexed
to the entity’s own stock. As a result, financial instruments with down round features may no longer be required to be accounted
classified as liabilities. A company will recognize the value of a down round feature only when it is triggered, and the strike
price has been adjusted downward. For equity-classified freestanding financial instruments, such as warrants, an entity will treat
the value of the effect of the down round, when triggered, as a dividend and a reduction of income available to common shareholders
in computing basic earnings per share.
The Company adopted the ASU on January 1, 2019 and the adoption of this ASU did not
have an impact on the CFS, as the Company’s financial instruments with down round features were tainted otherwise as liabilities.
In October 2016, the FASB issued ASU 2016-16,
Income Taxes (Topic 740): Intra-Entity Transfer of Assets Other than Inventory
, which requires the recognition of the
income tax consequences of an intra-entity transfer of an asset, other than inventory, when the transfer occurs. ASU 2016-16 is
effective for interim and annual periods beginning after December 15, 2018, with early adoption permitted. The Company
adopted the ASU on January 1, 2019 and the adoption of this ASU did not have an impact on the CFS, as the Company did not incur
any intra-entity transfer of assets.
In February 2016, the FASB issued ASU 2016-02,
Leases (Topic 842)
. ASU 2016-02 requires lessees to recognize lease assets and lease liabilities on the balance sheet
and requires expanded disclosures about leasing arrangements. ASU 2016-02 is effective for fiscal years beginning after December
15, 2018 and interim periods in fiscal years beginning after December 15, 2018, with early adoption permitted. The Company
adopted the ASU on January 1, 2019 and the adoption of this ASU did not an impact on the CFS, as the Company have not entered into
any leasing arrangements
Management has considered all recent accounting
pronouncements issued since and their potential effect on our financial statements. The Company's management believes that these
recent pronouncements will not have a material effect on the Company's CFS.
Other recent accounting pronouncements issued
by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities
and Exchange Commission did not or are not believed by management to have a material impact on the Company's present or future
CFS.
NOTE 3 - GOING CONCERN AND MANAGEMENT PLANS
The Company's CFS for the year ended December
31, 2018, were prepared on a going concern basis which contemplates the realization of assets and settlement of liabilities and
commitments in the normal course of business. The Company has incurred losses from operations since its change of ownership, management
and line of business on July 18, 2016. Management recognizes successful business operations and the Company's transition to attaining
profitability are dependent upon obtaining additional financing and achieving a level of revenue adequate to support its cost structure.
These conditions raise substantial doubt about its ability to continue as a going concern. The consolidated financial statements
do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the
amounts and classification of liabilities that may result from the outcome of uncertainties.
PURA NATURALS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2018 AND 2017
The Company incurred losses from operations
of $3,394,068 for the year ended December 31, 2018 and $,4,269,673 for the year ended December 31, 2017, and had an accumulated
deficit of $13,912,131 at December 31, 2018. In addition, the Company used cash in operating activities of $689,342 for the
year ended December 31, 2018. These factors raise substantial doubt about the Company's ability to continue as a going concern.
While
the Company is attempting to establish an ongoing source of revenues sufficient to cover its operating costs and allow it to continue
as a going concern, the Company's cash position may not be adequate to support the Company's daily operations. Management intends
to raise additional funds by seeking equity and/or debt financing; however there can be no assurances that it will be successful
in those efforts. The ability of the Company to continue as a going concern is dependent upon the Company's ability to obtain financing,
further implement its business plan, and generate revenues.
There are significant risks and uncertainties
which could negatively affect the Company's operations. These are principally related to (i) the absence of a distribution
network for the Company's products, (ii) the absence of any significant commitments or firm orders for the Company's products.
The Company's limited sales to date for the Company's products make it impossible to identify any trends in the Company's business
prospects. Accordingly, there can be no assurance that we will be able to pay obligations which we may incur in the future.
The Company's only sources of additional funds
to meet continuing operating expenses, fund additional development and fund additional working capital are through the sale of
securities and/or debt instruments. We are actively seeking additional debt or equity financing, but no assurances can be given
that such financing will be obtained or what the terms thereof will be. The Company may need to discontinue a portion or all of
our operations if the Company is unsuccessful in generating positive cash flow or financing for the Company's operations through
the issuance of securities.
The audited financial statements do not include
any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of
liabilities that might be necessary should the Company be unable to continue as a going concern.
Note 4 – Intangible Assets
The following are the details of intangible
assets at December 31, 2018 and 2017:
|
|
December 31,
|
|
December 31,
|
|
|
2018
|
|
2017
|
License
|
|
$
|
996,346
|
|
|
$
|
996,346
|
|
Trademarks
|
|
|
13,055
|
|
|
|
10,530
|
|
|
|
|
1,009,401
|
|
|
|
1,006,876
|
|
Less accumulated amortization
|
|
|
(351,451
|
)
|
|
|
(251,194
|
)
|
|
|
$
|
657,950
|
|
|
$
|
755,682
|
|
|
|
|
|
|
|
|
|
|
Amortization expense for 2018 and 2017
was $100,257 and $99,635, respectively.
The following summarizes estimated future amortization
expense as of December 31, 2018 related to intangible assets:
PURA NATURALS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2018 AND 2017
Years ending December 31,
|
|
|
|
2019
|
|
|
$
|
100,883
|
|
|
2020
|
|
|
|
100,883
|
|
|
2021
|
|
|
|
100,883
|
|
|
2022
|
|
|
|
100,883
|
|
|
2023
|
|
|
|
100,883
|
|
|
Thereafter
|
|
|
|
153,535
|
|
|
|
|
|
$
|
657,950
|
|
Note 5 –Related Party Transactions
The Company has balances outstanding that are
due from affiliated companies and payable to affiliated companies. These amounts are payable upon demand and are non-interest
bearing.
Due from Related Parties
For the years ended December 31, 2018 and December
31, 2017, the Company had $0 and $11,890 that were due from related parties, respectively.
Due to Related Parties - Advanced Innovative
Recovery Technologies, Inc.
During 2015, the Company entered into a license
agreement for 10 years with Advanced Innovative Recovery Technologies, Inc., a stockholder of the Company. In connection
with the license, the Company issued 927,516 shares of common stock and agreed to pay $375,000 on each of June 30, 2016 and 2017.
The value of the common stock of $300,000 was based on recent sales of the Company's common stock. The value of the license
was $996,346 which equals the common stock issued that was valued at $300,000 plus $696,346, the present value of the two payments
of $375,000. The Company did not made the $375,000 payment due June 30, 2016; as a result, the Company had accrued interest
on the unpaid balance at the rate of 5% per month.
The Company did not make the $375,000
payment due June 30, 2017; as a result, the Company had accrued interest on the unpaid balance at the rate of 5% per month.
The Company made a partial payment of $97,656 in April 2017 towards the outstanding balance.
On May 22, 2017, the Company entered into an
agreement with Advanced Innovative Recovery Technologies, Inc. to, as of March 31, 2017, cancel its debt and acquire the formula.
The Company issued 1,300,000 shares of its common stock with a total stated value equal to that of the agreed upon principal of
$750,000 and penalties of $168,750, for a total agreed upon amount of $918,750. In connection with this payment in full,
during the year ended December 31, 2017, the Company recorded a gain on settlement of a liability of $42,855, which is included
in other expenses and income in the accompanying CFS.
During 2018 and 2017, the overhead allocation
charged to the Company from Advanced Innovative Recovery Technologies, Inc was $120,000 and $120,000, respectively for office space
provided and other items such as minor warehouse space, office / warehouse supplies and resource function allocation. During 2017
and 2018, the amounts charged from Advanced Innovative Recovery Technologies, Inc, included in cost of goods sold was $161,661
and $168,415 of the total cost of goods sold as of December 31, 2018 and December 31, 2017, respectively. Amounts owed to Advanced
Innovative Recovery Technologies, Inc as of December 31, 2018 and December 31, 2017 was $588,916 and $386,520, respectively.
Due to Related Parties – B3 LLC
B3, LLC is an inactive subsidiary of Advanced Innovative Recovery
Technologies, Inc. Amount due to B3, LLC as of December 31, 2018 and December 31, 2017 was $5,507 and $5,507 respectively
PURA NATURALS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2018 AND 2017
Due to Related Parties - Officers
As December 31, 2018, the Company had $479,937 accrued salaries
due to four officers, which had been netted against $56,269 notes receivable and advances to the officers that the Company is not
expecting to be repaid but deducted from accrued salaries.
As December 31, 2017, the Company had $146,250 accrued salaries
due to three officers.
Note 6 - Fair Value Measurement
Financial Accounting Standards Board ("FASB")
Accounting Standards Codification ("ASC") Topic 820,
Fair Value Measurements and Disclosures
, requires disclosure
of the FV of financial instruments held by the Company. FASB ASC Topic 825,
Financial Instruments
, defines FV, and establishes
a three-level valuation hierarchy for disclosures of FV measurement that enhances disclosure requirements for FV measures. The
carrying amounts reported in the balance sheets for receivables and current liabilities each qualify as financial instruments and
are a reasonable estimate of their FVs because of the short period of time between the origination of such instruments and their
expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined as follows:
|
·
|
Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities
in active markets.
|
|
·
|
Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities
in active markets, quoted prices for identical or similar assets in inactive markets, and inputs that are observable for the asset
or liability, either directly or indirectly, for substantially the full term of the financial instrument.
|
|
·
|
Level 3 inputs to the valuation methodology us one or more unobservable inputs which are significant
to the FV measurement.
|
The Company analyzes all financial instruments
with features of both liabilities and equity under FASB ASC Topic 480,
Distinguishing Liabilities from Equity
, and FASB
ASC Topic 815,
Derivatives and Hedging
.
The Company uses Level 3 inputs for its valuation
methodology for its derivative liability as its FV was determined by using the Black-Scholes-Merton pricing model based on various
assumptions. The Company's derivative liability is adjusted to reflect FV at each period end, with any increase or decrease in
the FV being recorded in results of operations as adjustments to FV of derivatives.
The Company held certain financial instruments
that are measured at fair value on a recurring basis. These consisted of convertible debt totaling $1,048,323 and $1,288,138 at
December 31, 2018 and December 31, 2017 respectively, with a derivative liability totaling $1,195,478 and $897,968 at December
31, 2018 and December 31, 2017, respectively, which are categorized as Level 3. In addition, derivative liability of $13,672 and
$0 was recorded for outstanding warrants for the year ended December 31, 2018 and December 31, 2017, respectively, which are categorized
as Level 3.
The related loss on change in fair value of
derivatives totaled $1,983,629 for the year ended December 31, 2018 and a related gain on the change in fair value of derivatives
of $646,768 for the year ended December 31, 2017.
Note 7 - Derivative Liabilities
During the year ended December 31, 2018, the
Company identified conversion features embedded within its convertible debt. The Company has determined that the conversion feature
of the convertible note represents an embedded derivative since the Note is convertible into a variable number of shares upon conversion.
Accordingly, the Note is not considered to be conventional debt and the embedded conversion feature must be bifurcated from the
debt host and accounted for as a derivative liability. Due to the lack of available common shares for all conversions, convertible
notes with a fixed conversion price as well as warrants were categorized as a derivative.
Therefore, the FV of the derivative instruments
was recorded as liabilities on the balance sheet with the corresponding amount recorded as discounts to the Notes. Such discounts
will be accreted from the issuance date to the maturity date of the Notes. The change in the FV of the derivative liabilities
will be recorded in other income or expenses in the statement of operations at the end of each period, with the offset to the
derivative liabilities on the balance sheet. The FV of the embedded derivative liabilities on the convertible notes were determined
using the Black-Scholes valuation model on the issuance dates with the assumptions in the table below.
PURA NATURALS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2018 AND 2017
The FV of the Company's derivative liabilities
at and during the year ended December 31, 2018 and December 31, 2017 is as follows:
Derivative liability balance, December 31, 2016
|
|
$
|
-
|
|
Issuance of derivative liability
|
|
|
1,611,351
|
|
Derivative liability associated with repaid convertible notes
|
|
|
(66,615
|
)
|
Change in derivative liability
|
|
|
(646,768
|
)
|
Derivative liability balance, December 31, 2017
|
|
|
897,968
|
|
Discount on debt
|
|
|
732,979
|
|
Reclass to equity due to conversions
|
|
|
(2,405,426
|
)
|
Fair value mark to market adjustments
|
|
|
1,983,629
|
|
Derivative liability balance, December 31, 2018
|
|
$
|
1,209,150
|
|
|
|
|
|
|
The FV's at the commitment dates and re-measurement
dates for the convertible debt and warrants treated as derivative liabilities are based upon the following estimates and assumptions
made by management for the year ended December 31, 2018 and December 31, 2017.:
|
2018
|
2017
|
Risk free rate
|
1.96% - 2.70%
|
1.46% - 1.76%
|
Volatility
|
93% - 455%
|
103% - 156%
|
Conversion/Exercise Price
|
$0.0016 - $.0093
|
$0.035 - $0.1825
|
Dividend rate
|
0%
|
0%
|
Term (Years)
|
0.0027 - 2.92
|
0.02 - 0.96
|
Stock Price
|
$0.003 - $0.043
|
$0.07 - $1.62
|
PURA NATURALS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2018 AND 2017
Note 8 – Convertible Notes Payable
Convertible Promissory Note
On April 7, 2017, the Company issued to an
accredited investor an secured Convertible Promissory Note (the "April Note") of $570,000 that matured on January 7,
2018. T
he failure to pay principal and interest as scheduled represents an event of default under
the terms of the Note. However, the holder of the Note has not declared a default. Robert Doherty and Robert Switzer each pledged
250,000 (500,000 total) of common shares as collateral for this note
The Company will receive the $570,000 in three
tranches as follows:
|
(1)
|
$200,000 upon signing of the Convertible Promissory Note, the Securities Purchase Agreement and
Registration Rights Agreement of which $50,000 may be sent to the Company's auditor to complete the audit for the fiscal year ended
December 31, 2016);
|
|
(2)
|
$150,000 upon filing of a registration statement and receipt of up to $10,000,000 shares of the
Company's common stock issuable under the Securities Purchase Agreement; and
|
|
(3)
|
$150,000 upon the registration statement becoming effective.
|
A registration statement was filed on July
12, 2017, but did not become effective.. The Company received the second tranche of $150,000.
During the years ended December 31, 2017 and
December 31, 2018 the holder of the Convertible Promissory Note converted a portion of the note as follows:
Conversion
Date
|
Number of shares
of common stock
|
Principal and
interest converted
|
Price per
share
|
November 2, 2017
|
300,000
|
$ 54,750
|
$ 0.1825
|
November 21, 2017
|
300,000
|
$ 23,250
|
$ 0.0775
|
December 11, 2017
|
500,000
|
$ 38,363
|
$ 0.0767
|
January 17, 2018
|
500,000
|
$ 31,875
|
$ 0.0638
|
January 31, 2018
|
500,000
|
$ 31,875
|
$ 0.0638
|
March 16, 2018
|
500,000
|
$ 20,325
|
$ 0.0407
|
April 19, 2018
|
500,000
|
$ 11,250
|
$ 0.0225
|
May 7, 2018
|
936,640
|
$ 17,562
|
$ 0.0188
|
May 22, 2018
|
1,000,000
|
$ 12,225
|
$ 0.0122
|
June 5, 2018
|
1,000,000
|
$ 11,700
|
$ 0.0117
|
June 18, 2018
|
1,000,000
|
$ 11,800
|
$ 0.0118
|
July 6, 2018
|
1,000,000
|
$ 9,300
|
$ 0.0093
|
July 23, 2018
|
1,900,000
|
$ 10,260
|
$ 0.0054
|
November 1, 2018
|
5,100,000
|
$ 17,212
|
$ 0.0034
|
|
15,036,640
|
301,747
|
|
|
|
|
|
PURA NATURALS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2018 AND 2017
As of December 31, 2018 and December 31, 2017,
the total balance of the Convertible Promissory Note was $97,254 and $282,638, respectively. As of December 31, 2018 and December
31, 2017 the balance comprised of principal note balance of $76,254 and $233,638, original issue discount of $15,000 and $35,000
and debt issuance costs of $6,000 and $14,000, respectively.
Pursuant to the terms of the Convertible Promissory
Note, the Company is not required to make any payments on the Convertible Promissory Note until maturity, and no interest shall
accrue except in default. Prepayment of the Convertible Promissory Note is permitted without penalty; however, the investor
has the right to convert all or any portion of the balance of the Note beginning six months after the issuance date, at a conversion
price per share of 75% of the lowest trading price during the valuation period or "look back" period immediately preceding
and including the date of conversion (as defined and calculated pursuant to the Convertible Promissory Note). There is no minimum
conversion price.
Should the Company default on the Note, the
default interest rate shall be the lower of 18% or the highest rate permitted under applicable law. The date of conversion is also
adjustable in accordance with the Note's terms in the event certain capital reorganization, merger, or liquidity events of the
Company as further described in the Note.
Due to the potential adjustment in the conversion
price associated with this Convertible Promissory Note payable based on the Company's stock price, the Company determined the conversion
feature is considered a derivative liability. The embedded conversion feature was initially calculated to be $273,266 which
is recorded as a derivative liability as of the date of issuance. The derivative liability was recorded as a debt discount
to the convertible note payable up to the face amount of the convertible note. The debt discount of $273,266 is being amortized
over the term of the convertible note. The Company recognized interest expense of $8,548 and 264,717 during the year ended
December 31, 2018 and 2017, respectively for the amortization of the debt discount.
During the year ended December 31, 2018 and
2017 the Company recognized interest expense in the amount of $1,539 and $47,461 relating to the amortization of the original issue
discount and debt issuance costs. The unamortized balance of original issue discount and debt issuance costs totaled $0 and
$0 at December 31, 2018 and December 31, 2017, respectively.
8% Promissory Note
On July 5, 2017, the Company issued an 8% unsecured
Promissory Note ("July Note") in the amount of $220,000, with an Original Issue Discount of $20,000 and Debt
Issuance Costs of $20,000 to an accredited investor. This promissory note was originally due and payable on January 6, 2018,
plus the one-time interest charge of on the principal of 8%. The holder has the right to convert all or any part of the
outstanding amount due under this Note into fully paid and non-assessable shares of Common Stock upon an event of default.
The Company was assessed a penalty of $37,520 under Section 2(b) of the July Note where upon the occurrence of any event of
default, the outstanding balance shall immediately and automatically increase to 120% of the outstanding balance immediately
prior to the occurrence of the event of default. In addition, the Company was assessed a penalty of $10,000 under section
3(b)(iv) of the July Note where a penalty is assessed when the price of common stock is less than $0.01.
In connection with the July Note, the Company granted 85,000 shares
of Common Stock to the investor as inducement shares. These shares were issued on February 5, 2018. These Common Stock were valued
at the market share price of $0.739 per share and recorded interest expense of $62,815.
On January 17, 2018, the Company entered into an agreement with
the holder to amend terms of the July Note. The due date of the July Note was amended to February 6, 2018 from the original due
date of January 6, 2018, In exchange for the amendment the Company delivered 300,000 shares of Common Stock. These Common Stock
were valued at the market share price of $0.085 per share and recorded interest expense of $25,500. If, on the date that is the
six-month anniversary of the date of the second amendment ("True-Up Date"), the volume weighted average price of the
Common Stock on the day immediately preceding the True-Up Date as reported on the Company's Principal Market is less than the
closing price of the Common Stock on the date of the second amendment, the Company shall, within three trading days of the holder's
provision of written notice, issue and deliver an additional number of duly and validly issued, fully paid and non-assessable
shares of Common Stock equal to the quotient of $25,000 divided by the subsequent share price multiplied by 1.5, less the extension
shares. As of July 31, 2018 (six month anniversary), the estimated number of shares to be issued is approximately 1,074,000 with
a fair value of approximately $7,500 using the stock price on July 31, 2018.
PURA NATURALS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2018 AND 2017
On January 31, 2018, the Company entered into an agreement
with the holder to further amend terms of the July Note. The due date of the July Note was extended to March 6, 2018 from the
original due date of January 6, 2018. In exchange for the amendment the holder converted $50,000 of the outstanding balance
of the July Note.
During the years ended December 31, 2017 and
December 31, 2018 the holder of the Convertible Promissory Note converted a portion of the note as follows:
Conversion
Date
|
Number of shares
of common stock
|
Principal and
interest converted
|
Price per
share
|
February 5, 2018
|
1,388,889
|
$ 50,000
|
$ 0.0360
|
March 8, 2018
|
1,428,571
|
$ 50,000
|
$ 0.0350
|
April 18, 2018
|
2,000,000
|
$ 21,000
|
$ 0.0105
|
June 12, 2018
|
2,750,000
|
$ 21,725
|
$ 0.0079
|
July 3, 2018
|
2,750,000
|
$ 21,313
|
$ 0.0078
|
July 26, 2018
|
3,500,000
|
$ 12,250
|
$ 0.0035
|
August 6, 2018
|
3,500,000
|
$ 10,500
|
$ 0.0030
|
August 29, 2018
|
(2,750,000)
|
$ (21,725)
|
$ 0.0079
|
August 30, 2018
|
5,500,000
|
$ 8,800
|
$ 0.0016
|
September 10, 2018
|
7,750,000
|
$ 12,400
|
$ 0.0016
|
September 18, 2018
|
11,000,000
|
$ 17,600
|
$ 0.0016
|
October 3, 2018
|
13,500,000
|
$ 21,600
|
$ 0.0016
|
October 12, 2018
|
15,250,000
|
$ 36,599
|
$ 0.0024
|
|
67,567,460
|
$ 262,062
|
|
During the year ended December 31, 2018, the
Company incurred penalties of $47,520 under provisions of the convertible note which was added to the outstanding principal.
As of December 31, 2018 and December 31, 2017,
the total balance of the Convertible Promissory Note was $5,458 and $220,000, respectively. As of December 31, 2018 and December
31, 2017 the balance comprised of principal note balance of $5,458 and $180,000, original issue discount of $0 and $20,000 and
debt issuance costs of $0 and $20,000, respectively.
Due to the potential adjustment in the conversion
price associated with the July Note is based on the Company's stock price, the Company determined the conversion feature is a derivative
liability. The embedded conversion feature was initially calculated to be $230,656 which is recorded as a derivative liability
as of the date of issuance. The derivative liability was recorded as a debt discount to the July Note payable up to the face
amount of the convertible note with the excess of $50,656 being recorded as a financing cost. The debt discount of $180,000
is being amortized over the term of the the July Note. The Company recognized interest expense of $5,837 and $174,162 during
the year ended December 31 2018 and December 31, 2017, respectively for the amortization of the debt discount.
During the year ended December 31, 2018 and
2017 the Company recognized interest expense in the amount of $1,298 and $38,703 relating to the amortization of the original issue
discount and debt issuance costs. The unamortized balance of original issue discount and debt issuance costs totaled $0 and
$1,297 at December 31, 2018 and December 31, 2017, respectively.
The Company recorded interest expense in connection
with the July Note in the amount of $,20,571 and $17,029 for the year ended December 31, 2018 and 2017, respectively. Accrued interest
due under the July Note totaled $37,600 and $17,029 as of December 31, 2018 and December 31, 2017, respectively.
PURA NATURALS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2018 AND 2017
In connection with the convertible note, the
Company granted 85,000 shares of common stock as inducement shares. These common stock were valued at the market share price
of $0.739 per share and recorded interest expense of $62,815 for the year ended December 31, 2017.
Convertible Promissory Note-Commitment
Fee
On July 14, 2017, the Company issued an unsecured
Convertible Promissory Note ("July Note #2) of $330,000, with an original issue discount of $30,000 to an accredited investor
for commitment fee related to the convertible promissory note. The July Note #2 convertible note was due and payable on April 17,
2018. The holder shall have the right to convert all or any part of the outstanding amount due under this Convertible Promissory
Note into fully paid and non-assessable shares of Common Stock, at a conversion price per share of 65% of the low trade price of
the common stock during 30 days preceding the date of the applicable conversion notice.
Pursuant to the terms of the Convertible Promissory
Note, the Company is not required to make any payments on the July Note #2 until maturity, and no interest shall accrue except
in default.
Due to the potential adjustment in the conversion
price associated with the July Note #2 based on the Company's stock price, the Company determined the conversion feature is considered
a derivative liability. The embedded conversion feature was initially calculated to be $369,485 which is recorded as a derivative
liability as of the date of issuance. The derivative liability was recorded as a debt discount to the July Note #2 payable
up to the face amount of the July Note #2 with the excess of $69,485 being recorded as a financing cost. The debt discount
of $300,000 is being amortized over the term of the July Note #2.
The Company recognized interest expense of
$113,868 and $186,131 during the year ended December 31, 2018 and 2017, respectively for the amortization of the debt discount.
During the year ended December 31, 2018 and
2017 the Company recognized interest expense in the amount of $11,387 and $18,613 relating to the amortization of the original
issue discount. The unamortized balance of original issue discount totaled $0 and $11,387 at December 31, 2018 and December 31,
2017, respectively.
As of December 31, 2018 and December 31, 2017,
the total balance of the Convertible Promissory Note was $330,000 and $330,000, respectively. As of December 31, 2018 and December
31, 2017 the balance comprised of principal note balance of $300,000 and $300,000 and debt issuance costs of $30,000 and $30,000,
respectively.
12 % Convertible Note
On September 20, 2017, the Company issued a
12% unsecured Convertible Note ("September Note #2) of $75,000, with an original issue discount of $4,500 and Debt Issuance
Costs of $3,000 to an accredited investor. The September Note #2 was due and payable on September 20, 2018. The holder shall have
the right to convert all or any part of the outstanding amount due under this 12% Convertible Note into fully paid and non-assessable
shares of common stock.
The conversion price hereunder shall equal
the lower of: (i) the closing sale price of the common stock on the principal market on the trading day immediately preceding the
closing date, and (ii) 50% of either the lowest sale price for the common stock on the principal market during the twenty (20)
consecutive trading days including and immediately preceding the conversion date, or the closing bid price, whichever is lower
Due to the potential adjustment in the conversion
price associated with the September Note #2 is based on the Company's stock price, the Company determined the conversion feature
is considered a derivative liability. The embedded conversion feature was initially calculated to be $100,798 which is recorded
as a derivative liability as of the date of issuance. The derivative liability was recorded as a debt discount to the convertible
note payable up to the face amount of the convertible note with the excess of $33,298 being recorded as a financing cost.
The debt discount of $67,500 is being amortized over the term of the 12% Convertible Note. The Company recognized interest
expense of $48,637 and $18,863 during the year ended December 31 2018 and 2017, respectively for the amortization of the debt discount
for the note.
PURA NATURALS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2018 AND 2017
During the year ended December 31, 2018 and
2017 the Company recognized interest expense in the amount of $5,404 and $2,096 relating to the amortization of the original issue
discount and debt issuance costs. The unamortized balance of original issue discount and debt issuance costs totaled $0 and
$5,404 at December 31, 2018 and December 31, 2017, respectively.
The Company recorded interest expense in connection
with the Convertible Note in the amount of $5,750 and $2,515, for the year ended December 31, 2018 and 2017, respectively. Accrued
interest due under the Convertible Note totaled $0 and $2,515 as of December 31, 2018 and September 30, 2017, respectively.
The Company was assessed a penalty of $12,000 under Section 1.2(C)
of the September Note #2 where if delivery of the common stock issuable upon the conversion of the September Note #2 is not delivered
within three business days of receipt of a notice of conversion.
As of December 31, 2018 and December 31, 2017,
the total balance of the Convertible Promissory Note was $0 and $75,000, respectively. As of December 31, 2018 and December 31,
2017 the balance comprised of principal note balance of $0 and $67,500 and debt issuance costs and original issue discount of $0
and $7,500, respectively.
12 % Convertible Promissory Note
On September 12, 2017, the Company issued a
12% unsecured Convertible Promissory Note ("September Note #1) of $160,500, with debt issuance costs of $10,500 to an accredited
investor. This September Note #1 was due and payable on September 12, 2018. The Holder shall be entitled to convert all of the
outstanding and unpaid principal and accrued interest of this Note into fully paid and non-assessable shares of common stock in
accordance with the stated conversion price commencing on the date that is 180 days from the issuance date.
The conversion price hereunder shall be 50%
discount to the lowest trading price during the previous 20 trading days to the date of a conversion notice.
Due to the potential adjustment in the conversion
price associated with this convertible note payable based on the Company's stock price, the Company determined the conversion feature
is considered a derivative liability. The embedded conversion feature was initially calculated to be $251,454 which is recorded
as a derivative liability as of the date of issuance. The derivative liability was recorded as a debt discount to the convertible
note payable up to the face amount of the convertible note with the excess of $101,454 being recorded as a financing cost.
The debt discount of $150,000 is being amortized over the term of the convertible note. The Company recognized interest expense
of $104,795 and 45,205 during the year ended December 31, 2018 and 2017, respectively for the amortization of the debt discount.
During the year ended December 31, 2018 and
2017 the Company recognized interest expense of $7,336 and $3,164 relating to the amortization of the original issue discount and
debt issuance costs. The unamortized balance of debt issuance costs totaled $0 and $7,336 at December 31, 2018 and December 31,
2017, respectively.
The Company recorded interest expense in connection
with the 12% Convertible Promissory Note of $12,084 and $5,804, for the year ended December 31, 2018 and 2017, respectively. Accrued
interest due under the 12% Convertible Promissory Note totaled $17,889and $5,804 as of December 30, 2018 and December 31, 2017,
respectively
During the years ended December 31, 2017 and
December 31, 2018 the holder of the Convertible Promissory Note converted a portion of the note as follows:
PURA NATURALS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2018 AND 2017
Conversion
Date
|
Number of shares
of common stock
|
Principal
and
interest converted
|
Price per
share
|
March 27, 2018
|
1,000,000
|
$ 25,750
|
$ 0.0258
|
April 19, 2018
|
2,141,249
|
$ 22,804
|
$ 0.0106
|
July 6, 2018
|
2,205,759
|
$ 17,095
|
$ 0.0078
|
July 27, 2018
|
4,068,841
|
$ 14,241
|
$ 0.0035
|
September 4, 2018
|
4,704,366
|
$ 8,468
|
$ 0.0018
|
September 18, 2018
|
9,840,492
|
$ 15,745
|
$ 0.0016
|
October 3, 2018
|
5,039,293
|
$ 8,063
|
$ 0.0016
|
|
29,000,000
|
$ 112,166
|
|
|
|
|
|
As of December 31, 2018 and December 31, 2017,
the total balance of the September Note #2 was $48,335 and $160,500, respectively. As of December 31, 2018 and December 31, 2017
the balance comprised of principal note balance of $48,335 and $150,000 and debt issuance costs of $0 and $10,500, respectively.
8 % Convertible Promissory Note
On October 23, 2017, the Company issued an
8% unsecured Convertible Promissory Note ("October Note") of $95,000, with debt issuance costs of $14,250 and original
issue discount of $2,000 to an accredited investor. The October Note was due and payable on October 23, 2018. The holder shall
be entitled to convert at any time, all of the outstanding and unpaid principal and accrued interest of the October Note into fully
paid and non-assessable shares of common stock in accordance with the stated conversion price.
The conversion price hereunder shall be 55%
discount to the lowest trading price during the previous 15 trading days to the date of a conversion notice.
Due to the potential adjustment in the conversion
price associated with the October Note is payable based on the Company's stock price, the Company determined the conversion feature
is considered a derivative liability. The embedded conversion feature was initially calculated to be $129,589 which is recorded
as a derivative liability as of the date of issuance. The derivative liability was recorded as a debt discount to the convertible
note payable up to the face amount of the convertible note with the excess of $50,839 being recorded as a financing cost.
The debt discount of 78,839 is being amortized over the term of the October Note. The Company recognized interest expense
of 63,952 and 14,887 during the year ended December 31, 2018 and 2017, respectively for the amortization of the debt discount.
During the year ended December 31, 2018 and
2017 the Company recognized interest expense of $13,178 and $3,072 relating to the amortization of the original issue discount
and debt issuance costs. The unamortized balance of debt issuance costs and original issue discount totaled $0 and $13,178 at December
31, 2018 and December 31, 2017, respectively.
The Company recorded interest expense in connection
with the October Note of $4,035 and $1,437, for the year ended December 31, 2018 and 2017, respectively. Accrued interest due under
the 8% Convertible Promissory Note totaled $0 and $1,437 as of December 30, 2018 and December 31, 2017, respectively.
PURA NATURALS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2018 AND 2017
During the years ended December 31, 2017 and
December 31, 2018 the holder of the October Note converted a portion of the note as follows:
Conversion
Date
|
Number of shares
of common stock
|
Principal and
interest converted
|
Price per
share
|
May 10, 2018
|
1,380,379
|
$ 20,000
|
$ 0.0145
|
June 7, 2018
|
2,065,291
|
$ 18,000
|
$ 0.0087
|
June 22, 2018
|
2,058,329
|
$ 17,000
|
$ 0.0083
|
July 16, 2018
|
2,650,973
|
$ 10,352
|
$ 0.0039
|
July 26, 2018
|
3,501,049
|
$ 13,479
|
$ 0.0039
|
August 22, 2018
|
2,843,696
|
$ 7,038
|
$ 0.0025
|
September 7, 2018
|
6,059,494
|
$ 10,665
|
$ 0.0018
|
|
20,559,211
|
$ 96,534
|
|
|
|
|
|
As of December 31, 2018 and December 31, 2017,
the total balance of the October Note was $0 and $95,000, respectively. As of December 31, 2018 and December 31, 2017 the balance
comprised of principal note balance of $0 and $95,000, original issue discount of $0 and $2,000 and debt issuance costs of $0 and
$14,250, respectively.
4.25 % Convertible Promissory Note
On December 18, 2017, the Company issued a
4.25% unsecured Convertible Secured Redeemable Note ("December Note") of $125,000, with debt issuance costs of $16,250
and original issue discount of $750 to an accredited investor. The December Note was due and payable on October 23, 2018. The holder
shall be entitled to convert at any time following six months after the issue date and from time to time thereafter to convert
all or any amount of the principal face of the note into fully paid and non-assessable shares of common stock in accordance with
the stated conversion price.
The conversion price hereunder shall be 61%
discount to the lowest trading price during the previous 15 trading days to the date of a conversion notice.
Due to the potential adjustment in the conversion
price associated with the December Note is based on the Company's stock price, the Company determined the conversion feature is
considered a derivative liability. The embedded conversion feature was initially calculated to be $143,675 which is recorded
as a derivative liability as of the date of issuance. The derivative liability was recorded as a debt discount to the December
Note payable up to the face amount of the December Note convertible note with the excess of $35,675 being recorded as a financing
cost. The debt discount of 108,000 is being amortized over the term of the December Note. The Company recognized interest
expense of 104,153 and 3,847 during the years ended December 31, 2018 and 2017, respectively for the amortization of the debt discount.
During the year ended December 31, 2018 and
2017 the Company recognized interest expense of $16,395 and $605 relating to the amortization of the original issue discount and
debt issuance costs. The unamortized balance of debt issuance costs and original issue discount totaled $0 and $16,395 at December
31, 2018 and December 31, 2017, respectively.
The Company recorded interest expense in connection
with the December Note of $5,016 and $189, for the year ended December 31, 2018 and 2017, respectively. Accrued interest due under
the December Note totaled $4,358 and $189 as of December 31, 2018 and December 31, 2017, respectively.
During the years ended December 31, 2017 and
December 31, 2018 the holder of the December Note converted a portion of the note as follows:
PURA NATURALS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2018 AND 2017
Conversion
Date
|
Number of shares
of common stock
|
Principal and
interest converted
|
Price per
share
|
September 25, 2018
|
7,716,393
|
$ 15,062
|
$ 0.0020
|
October 4, 2018
|
4,224,286
|
$ 8,063
|
$ 0.0019
|
|
11,940,679
|
23,125
|
|
As of December 31, 2018 and December 31, 2017,
the total balance of the December Note was $98,674 and $125,000, respectively.
As of December 31, 2018 and December 31, 2017
the balance comprised of principal note balance of $98,674 and $108,000, original issue discount of $0 and $750 and debt issuance
costs of $0 and $16,250, respectively.
12 % Convertible Promissory Note #1
On February 8, 2018, the Company issued a 12%
unsecured Convertible Promissory Note #1 of $103,000 ("2018 Note #1"), with debt
issuance costs of $3,000 to an accredited investor.
Net of debt issuance costs, the Company received $100,000. This 2018 Note #1 note was due and payable on November 20, 2018. The
holder has the right from time to time, and at any time during the period beginning on the date which is 180 days following the
date of the note and ending on the later of: (i) the maturity date and (ii) the date of payment of the default amount, each in
respect of the remaining outstanding principal amount of this Note to convert all or any amount of the outstanding and unpaid principal
amount of the 2018 Note #1 into fully paid and non-assessable shares of common stock.
Due to the
potential adjustment in the conversion price associated with this 2018 Note #1convertible note payable based on the Company's stock
price, the Company determined the conversion feature is considered a derivative liability. The embedded conversion feature was
initially calculated to be $227,338 which is recorded as a derivative liability as of the date of issuance. The derivative liability
was recorded as a debt discount to the 2018 Note #1 payable up to the face amount of the 2018 Note #1 Note convertible note with
the excess of $127,338 being recorded as a change in fair value of derivative liability. The debt discount of $100,000 is being
amortized over the term of the convertible note.
The debt discount of 100,000 is being amortized over the term of the 2018
Note #1.
The Company recognized interest expense of
$100,000 and $0 during the years ended December 31, 2018 and 2017, respectively for the amortization of the debt discount.
During the year ended December 31, 2018 and
2017 the Company recognized interest expense of $3,000 and $0 relating to the amortization of debt issuance costs. The unamortized
balance of debt issuance costs and original issue discount totaled $0 and $0 at December 31, 2018 and December 31, 2017, respectively.
The Company recorded interest expense in connection
with the 2018 Note #1 of $6,642 and $0, for the year ended December 31, 2018 and 2017, respectively. Accrued interest due under
the 2018 Note #1
Accrued interest totaled $0 and $0 as of December
31, 2018 and December 31, 2017, respectively.
During the years ended December 31, 2017 and
December 31, 2018 the holder of the 2018 Note #1 converted a portion of the note as follows:
PURA NATURALS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2018 AND 2017
Geneva Roth
|
Conversion
Date
|
Number
of shares
of
common stock
|
Principal
and
interest
converted
|
Price
per
share
|
|
August 9, 2018
|
2,755,172
|
$ 7,990
|
$ 0.0029
|
|
August 10, 2018
|
3,162,069
|
$ 9,170
|
$ 0.0029
|
|
August 13, 2018
|
3,089,655
|
$ 8,960
|
$ 0.0029
|
|
August 14, 2018
|
3,286,207
|
$ 9,530
|
$ 0.0029
|
|
August 21, 2018
|
5,588,889
|
$ 15,090
|
$ 0.0027
|
|
August 27, 2018
|
5,586,957
|
$ 12,850
|
$ 0.0023
|
|
August 28, 2018
|
5,590,909
|
$ 12,300
|
$ 0.0022
|
|
August 29, 2018
|
6,554,545
|
$ 14,420
|
$ 0.0022
|
|
August 30, 2018
|
6,552,273
|
$ 14,415
|
$ 0.0022
|
|
August 31, 2018
|
2,025,000
|
$ 4,455
|
$ 0.0022
|
|
|
44,191,676
|
109,180
|
|
As of December 31, 2018 and December 31, 2017,
the total balance of the 2018 Note #1 was $0 and $0, respectively. As of December 31, 2018 and December 31, 2017 the balance comprised
of principal note balance of $0 and $10, original issue discount of $0 and $0 and debt issuance costs of $0 and $0, respectively.
12 % Convertible Promissory Note #2
On March 5, 2018, the Company issued a 12% unsecured Convertible
Promissory Note #2 of $103,000 ("2018 Note #2), with debt issuance costs of $3,000 to an accredited investor. Net of the debt
issuance costs, the Company received $100,000. This 2018 Note #2 was due and payable on December 15, 2018. The holder has the right
from time to time, and at any time during the period beginning on the date which is 180 days following the date of the note and
ending on the later of: (i) the maturity date and (ii) the date of payment of the default amount, each in respect of the remaining
outstanding principal amount of this 2018 Note #2 to convert all or any amount of the outstanding and unpaid principal amount of
the 2018 Note #2 into fully paid and non-assessable shares of Common Stock. The conversion price is 61% of the average of the lowest
two trading prices for the Common Stock during the ten trading day period ending on the latest complete trading day prior to the
conversion date.
Due to the potential adjustment in the conversion
price associated with this 2018 Note #2 payable based on the Company's stock price, the Company determined the conversion
feature is considered a derivative liability. The embedded conversion feature was initially calculated to be $114,305 which
is recorded as a derivative liability as of the date of issuance. The derivative liability was recorded as a debt discount to
the 2018 Note #2 payable up to the face amount of the 2018 Note #2 with the excess of $14,305 being recorded as a change in
fair value of derivative liabilities. The debt discount of $100,000 is being amortized over the term of the convertible
note.
The Company recognized interest expense of
$100,000 and $0 during the years ended December 31, 2018 and 2017, respectively for the amortization of the debt discount.
During the year ended December 31, 2018 and
2017 the Company recognized interest expense of $3,000 and $0 relating to the amortization of debt issuance costs. The unamortized
balance of debt issuance costs and original issue discount totaled $0 and $0 at December 31, 2018 and December 31, 2017, respectively.
The Company recorded interest expense in connection
with the 2018 Note #2 of $6,180 and $0, for the year ended December 31, 2018 and 2017, respectively. Accrued interest due under
the 2018 Note #2 totaled $0 and $0 as of December 31, 2018 and December 31, 2017, respectively.
PURA NATURALS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2018 AND 2017
During the years ended December 31, 2017 and
December 31, 2018 the holder of the 2018 Note #2 converted a portion of the note as follows:
Conversion
Date
|
Number of shares
of common stock
|
Principal and
interest converted
|
Price per
share
|
September 7, 2018
|
6,550,000
|
$ 14,410
|
$ 0.0022
|
September 10, 2018
|
6,552,273
|
$ 14,415
|
$ 0.0022
|
September 11, 2018
|
7,737,500
|
$ 24,760
|
$ 0.0032
|
September 12, 2018
|
7,740,625
|
$ 24,770
|
$ 0.0032
|
September 13, 2018
|
3,732,051
|
$ 14,555
|
$ 0.0039
|
September 14, 2018
|
5,248,387
|
$ 16,270
|
$ 0.0031
|
|
37,560,836
|
109,180
|
|
As of December 31, 2018 and December 31, 2017,
the total balance of the 2018 Note #2 was $0 and $0, respectively. As of December 31, 2018 and December 31, 2017 the balance comprised
of principal note balance of $0 and $0, original issue discount of $0 and $0 and debt issuance costs of $0 and $0, respectively.
8 % Convertible Redeemable Note
On March 6, 2018, the Company issued a 8% unsecured Convertible
Redeemable Note of $126,000 ("2018 Note #3"), with debt issuance costs of $6,000 to an accredited investor. Net of debt
issuance costs, the Company received $120,000. This 2018 Note #3 is due and payable on March 6, 2019. The holder is entitled, at
its option, at any time, to convert all or any amount of the principal face amount of this Note then outstanding into shares of
Common Stock. The conversion price is 60% of the lowest trading prices for the common stock during the 20 trading day period ending
on the latest complete trading day prior to the conversion date.
Due to the potential adjustment in the conversion
price associated with this 2018 Note #3 payable based on the Company's stock price, the Company determined the conversion
feature is considered a derivative liability. The embedded conversion feature was initially calculated to be $149,491 which
is recorded as a derivative liability as of the date of issuance. The derivative liability was recorded as a debt discount to
the 2018 Note #3 payable up to the face amount of the 2018 Note #3 with the excess of $29,491 being recorded as a change in
fair value of derivative liabilities. The debt discount of 120,000 is being amortized over the term of the 2018 Note #3.
The Company recognized interest expense of
$112,666 and $0 during the years ended December 31, 2018 and 2017, respectively for the amortization of the debt discount.
During the year ended December 31, 2018 and
2017 the Company recognized interest expense of $4,932 and $0 relating to the amortization of debt issuance costs. The unamortized
balance of debt issuance costs totaled $1,068 and $0 at December 31, 2018 and December 31, 2017, respectively.
The Company recorded interest expense in connection
with the 2018 Note #3 of $4,937 and $0, for the year ended December 31, 2018 and 2017, respectively. Accrued interest due under
the 2018 Note #3 totaled $0 and $0 as of December 31, 2018 and December 31, 2017, respectively.
PURA NATURALS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2018 AND 2017
During the years ended December 31, 2017 and
December 31, 2018 the holder of the 2018 Note #3 converted a portion of the note as follows:
Conversion
Date
|
Number of shares
of common stock
|
Principal and
interest converted
|
Price per
share
|
September 18, 2018
|
6,273,401
|
$ 12,045
|
$ 0.0019
|
September 18, 2018
|
8,139,557
|
$ 15,628
|
$ 0.0019
|
September 26, 2018
|
11,412,156
|
$ 21,911
|
$ 0.0019
|
October 3, 2018
|
11,116,294
|
$ 31,348
|
$ 0.0028
|
October 9, 2018
|
11,058,397
|
$ 31,185
|
$ 0.0028
|
|
47,999,805
|
$ 112,117
|
|
|
|
|
|
As of December 31, 2018 and December 31, 2017,
the total balance of the 2018 Note #3 was $18,600 and $0, respectively. As of December 31, 2018 and December 31, 2017 the balance
comprised of principal note balance of $12,600 and $0, original and debt issuance costs of $6,000 and $0, respectively.
0% Promissory Note
On November 15, 2018, the Company issued a 0% unsecured
Promissory Note of $150,000 ("2018 Note #4"), with original issue discount of $20,000 to an accredited investor. Net
of debt issuance costs, the Company received $130,000. This 2018 Note #4 is due and payable on August 15, 2019. The holder is entitled,
at its option, at any time, to convert all or any amount of the principal face amount of this Note and accrued interest then outstanding
into shares of Common Stock. The conversion price is the closing price of the Company's common stock on the date the note was funded.
Beginning on February 15, 2019 and continuing on the 15th
of every consecutive calendar month for seven months, the Company shall make a cash payment of $21,429 to the Holder of the 2018
Note #4.
Due to the potential lack of available common share associated
with this 2018 Note #4 payable based on the Company's stock price,
the Company determined the conversion feature is considered
a derivative liability. The embedded conversion feature was initially calculated to be $108,268 which is recorded as a derivative
liability as of the date of issuance. The derivative liability was recorded as
a debt discount to the 2018 Note #4 payable up to the face
amount of the 2018 Note #4. The debt discount of 130,000 is being amortized over the term of the 2018 Note #4.
The original issue discount of 20,000 is being amortized
over the term of the 2018 Note #4.
The Company recognized interest expense of
21,905 and $0 during the years ended December 31, 2018 and 2017, respectively for the amortization of the debt discount.
During the year ended December 31, 2018 and
2017 the Company recognized interest expense of $3,370 and $0 relating to the amortization of original issue discount costs. The
unamortized balance of original issuance discount totaled $16,630 and $0 at December 31, 2018 and December 31, 2017, respectively.
The Company recorded interest expense in connection
with the 2018 Note #4 of $0 and $0, for the year ended December 31, 2018 and 2017, respectively. Accrued interest due under the
2018 Note #4totaled $0 and $0 as of December 30, 2018 and December 31, 2017, respectively.
PURA NATURALS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2018 AND 2017
As of December 31, 2018 and December 31, 2017,
the total balance of the 2018 Note #4 was $150,000 and $0, respectively. As of December 31, 2018 and December 31, 2017 the balance
comprised of principal note balance of $130,000 and $0 and original issue discount costs of $20,000 and $0, respectively.
8% Convertible Promissory Note
On October 8, 2018, the Company issued a 8% unsecured Convertible
Promissory Note of $50,000 ("2018 Note #5"), with debt issuance costs of $1,000 to an accredited investor. Net of debt
issuance costs, the Company received $49,000. This 2018 Note #5 is due and payable on April 8, 2019. The holder is entitled, at
its option, at any time on or after the maturity date, to convert all or any amount of the principal face amount of this Note and
accrued interest then outstanding into shares of Common Stock. The conversion price shall equal the lesser of (i) 80% multiplied
by lowest trading price for the common stock during the five trading day period ending on the last complete trading day prior to
the conversion date or (ii) $0.0065.
Due to the potential adjustment in the conversion
price associated with this 2018 Note #5 payable based on the Company's stock price, the Company determined the conversion
feature is considered a derivative liability. The embedded conversion feature was initially calculated to be $53,220 which is
recorded as a derivative liability as of the date of issuance. The derivative liability was recorded as a debt discount to
the 2018 Note #4 payable up to the face amount of the 2018 Note #4 with the excess of $3,220 being recorded as a change in
fair value of derivative liabilities. The debt issuance cost of 1,000 is being amortized over the term of the 2018 Note
#5.
The Company recognized interest expense of
22,077 and $0 during the years ended December 31, 2018 and 2017, respectively for the amortization of the debt discount.
During the year ended December 31, 2018 and
2017 the Company recognized interest expense of $462 and $0 relating to the amortization of original issue discount costs. The
unamortized balance of debt issuance costs totaled $538 and $0 at December 31, 2018 and December 31, 2017, respectively.
The Company recorded interest expense in connection
with the 2018 Note #5 of $921 and $0, for the year ended December 31, 2018 and 2017, respectively. Accrued interest due under the
2018 Note #5 totaled $921 and $0 as of December 31, 2018 and December 31, 2017, respectively.
As of December 31, 2018 and December 31, 2017,
the total balance of the 2018 Note #5 was $50,000 and $0, respectively. As of December 31, 2018 and December 31, 2017 the balance
comprised of principal note balance of $49,000 and $0 and debt issuance costs of $1,000 and $0, respectively.
0% Convertible Promissory Note
On October 8, 2018, the Company issued a 0% unsecured Convertible
Promissory Note of $200,000 ("2018 Note #6") for advertising services. This 2018 Note #6 is due and payable on April
8, 2019. The holder is entitled, at its option, at any time on or after the maturity date, to convert all or any amount of the
principal face amount of this Note and accrued interest then outstanding into shares of Common Stock. The conversion price shall
equal 90% multiplied by lowest trading price for the common stock during the five trading day period ending on the last complete
trading day prior to the conversion date.
Due to the potential adjustment in the conversion price
associated with this 2018 Note #6 payable based on the Company's stock price,
the Company determined the conversion feature is considered
a derivative liability. The embedded conversion feature was initially calculated to be $184,979 which is recorded as a derivative
liability as of the date of issuance. The derivative liability was recorded as
a debt discount to the 2018 Note #6payable.
The Company recognized interest expense of
100,077 and $0 during the years ended December 31, 2018 and 2017, respectively for the amortization of the debt discount.
PURA NATURALS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2018 AND 2017
As of December 31, 2018 and December 31, 2017,
the total balance of the 2018 Note #6 was $200,000 and $0, respectively. As of December 31, 2018 and December 31, 2017 the balance
comprised of principal note balance of $200,000 and $0 and debt issuance costs of $0 and $0, respectively.
The 2018 Note #6 was recorded as a prepayment
of advertising costs and expensed over the term of the consulting contract. During the years ended December 31, 2018 and December
31, 2017, $94,382 and $0 was expensed as advertising costs, respectively.
8% Convertible Promissory Note
On October 8, 2018, the Company issued a 8% unsecured Convertible
Promissory Note of $50,000 ("2018 Note #7"), with debt issuance costs of $1,000 to an accredited investor. Net of debt
issuance costs, the Company received $49,000. This 2018 Note #7 is due and payable on April 8, 2019. The holder is entitled, at
its option, at any time on or after the maturity date, to convert all or any amount of the principal face amount of this Note and
accrued interest then outstanding into shares of Common Stock. The conversion price shall equal the lesser of (i) 80% multiplied
by lowest trading price for the common stock during the five trading day period ending on the last complete trading day prior to
the conversion date or (ii) $0.0065.
Due to the potential adjustment in the conversion price
associated with this 2018 Note #7 payable based on the Company's stock price,
the Company determined the conversion feature is considered
a derivative liability. The embedded conversion feature was initially calculated to be $53,220 which is recorded as a derivative
liability as of the date of issuance. The derivative liability was recorded as
a debt discount to the 2018 Note #7 payable up to the face
amount of the 2018 Note #7 with the excess of $3,220 being recorded as a
change in fair value of derivative liabilities. The debt
issuance cost of 1,000 is being amortized over the term of the 2018 Note #7.
The Company recognized interest expense of
22,077 and $0 during the years ended December 31, 2018 and 2017, respectively for the amortization of the debt discount.
During the year ended December 31, 2018 and
2017 the Company recognized interest expense of $462 and $0 relating to the amortization of original issue discount costs. The
unamortized balance of debt issuance costs totaled $538 and $0 at December 31, 2018 and December 31, 2017, respectively.
The Company recorded interest expense in connection
with the 2018 Note #7 of $921 and $0, for the year ended December 31, 2018 and 2017, respectively. Accrued interest due under the
2018 Note #7 totaled $921 and $0 as of December 31, 2018 and December 31, 2017, respectively.
As of December 31, 2018 and December 31, 2017,
the total balance of the 2018 Note #7 was $50,000 and $0, respectively. As of December 31, 2018 and December 31, 2017 the balance
comprised of principal note balance of $49,000 and $0 and debt issuance costs of $1,000 and $0, respectively.
Other
As of now, the
Company was unable to repay amounts due for the April Note, July Note, July Note #2, September Notes #1 and #2 , and 2018 Note #2, #4, #6, #7 and December
note that were issued during the year ended December 31, 2017 and December 31, 2018. The inability to repay represents an event
of default. The holders of the notes have not declared a default
.
Note 9 – Notes Payable
On May 21, 2018, the Company into a loan agreement
("Loan #1) in the amount of $28,500. The repayment amount is $40,470 to be paid through a daily withdrawal from the Company's
bank account of $165 per day. This loan is secured by the Company's all accounts, chattel paper, cash, deposits accounts, documents,
equipment, general intangibles, instruments, inventory, or investment property.
The Company received $27,767, net of $733 in
fees. Payments of $17,278 and $0 were made during the year ended December 31, 2018 and December 31, 2017, respectively.
PURA NATURALS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2018 AND 2017
Interest expense was $8,104 and $0 for the
years ended December 31, 2018 and December 31, 2017, respectively.
As of December 31, 2018 and December 31, 2017,
the total balance of the Loan #1was $11,222 and $0, respectively. As of December 31, 2018 and December 31, 2017 the balance comprised
of principal note balance of $10,489 and $0 and fees of $733 and $0, respectively.
On July 10, 2018, the Company issued 30% unsecured
Promissory Note ("Loan #2) to an accredited investor in the amount of $50,000. The maturity date of Loan #2 was January 10,
2019. Progress payments of $5,000 each was due beginning on August 10, 2018 until December 31, 2018. During the year ended December
31, 2018, two payments were made.
Interest expense was $14,185 and $0 for the
years ended December 31, 2018 and December 31, 2017, respectively.
Accrued interest at December 31, 2018 and December
31, 2017 was $14,185 and $0, respectively.
As of December 31, 2018 and December 31, 2017,
the total balance of the Loan #2 was $40,000 and $0, respectively.
On August 10, 2018, the Company issued 0% unsecured
Promissory Note ("Loan #3) in the amount of $52,500. The Company received $50,000, net of $2,500 in origination fees. The
maturity date of Loan #3 was November 10, 2018. No payments were made during 2018.
Interest expense was $0 and $0 for the years
ended December 31, 2018 and December 31, 2017, respectively.
Accrued interest at December 31, 2018 and December
31, 2017 was $0 and $0, respectively.
As of December 31, 2018 and December 31, 2017,
the total balance of Loan #3 was $50,000 and $0, respectively.
As of now, the Company was unable to repay amounts due for Loans
#1, Loan #2 and Loan #3 that were issued during the year ended December 31, 2018. The inability to repay represents an event of
default. The holders of the notes have not declared a default.
Note 10 – Stockholders' Equity
Common stock
During 2018, the Company issued shares of common
stock as follows:
•
|
200,000 shares was issued to one of the officers in connection with his employment agreement The shares were valued at $32,400 based on the Company's stock price at the date of issuance;
|
•
|
1,000,000 shares were issued for conversion of $375,000 of accrued salary and interest. The shares were value at $375,000 which represent a 25% discount to the closing stock price of $.005 at August 8, 2018;
|
•
|
300,000 shares for note amendment; and
|
•
|
343,854,353 shares for convertible debt conversions into common stock.
|
During 2017, the Company issued shares of common stock as follows:
•
|
2,342,000 shares for services valued at $1,558,978. The shares were valued based on the Company's stock price at the date of issuance;
|
•
|
142,868 shares for cash of $224,500;
|
•
|
462,500 shares upon the exercise of stock options;
|
•
|
1,300,000 shares for the conversion of a note payable into equity;
|
•
|
85,000 shares for inducement shares;
|
•
|
1,100,000 shares for the conversion of a convertible note payable into equity; and
|
•
|
69,965 shares utilized to pay accounts payable.
|
PURA NATURALS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2018 AND 2017
Stock options
The following is a summary of stock option activity:
|
Options outstanding
|
Weighted Average Exercise Price
|
Weighted Average Remaining Life
|
Agregate Intrinsic Value
|
Outstanding, December 31, 2016
|
1,156,250
|
0.001
|
4.59
|
2,554,156
|
Granted
|
6,500,000
|
0.001
|
-
|
-
|
Forfeited
|
-
|
-
|
-
|
-
|
Exercised
|
(462,500)
|
0.001
|
|
-
|
Outstanding, December 31, 2017
|
7,193,750
|
-
|
4.58
|
-
|
Exercisable and vested at December 31, 2017
|
1,763,750
|
0.001
|
4.66
|
128,754
|
Granted
|
1,000,000
|
0.001
|
5.00
|
-
|
Forfeited
|
-
|
-
|
-
|
-
|
Exercised
|
-
|
-
|
-
|
-
|
Outstanding, December 31, 2018
|
8,193,750
|
0.001
|
3.70
|
-
|
|
|
|
|
|
Exercisable and vested at December 31, 2018
|
2,383,750
|
0.001
|
3.54
|
3,974
|
|
|
|
|
|
1,000,000 options was issued during the year ended December 31,
2018 to Daniel Kryger in connection with his employment agreement. Upon execution of the employment agreement, Daniel Kryger was
issued 1,000,000 stock options with a five year life and an exercise price of $.001. Twenty five percent vested upon execution
of the employment agreement, twenty five percent will vest upon the Company reaching 1,000,000 in aggregate sales, twenty five
percent will vest upon the Company reaching 2,000,000 in aggregate sales and twenty five percent will vest upon the Company reaching
3,000,000 in aggregate sales.
For options granted during 2018 and 2017 where
the exercise price was less than the stock price at the date of the grant, the weighted-average FV of such options was $0.162
and $0.37 per share, respectively, and the weighted-average exercise price of such options was $0.001 and $0.001, respectively. There
was 0options and 5,000,000 warrants granted during 2018 and 6,500,000 options and 0 warrants granted during 2017 where the exercise
price was equal to or greater than the stock price at the date of grant.
PURA NATURALS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2018 AND 2017
The FV of the stock options is being amortized to stock option expense
over the vesting period. The Company recorded stock option expense of $1,139,629 and $840,328 during 2018 and 2017, respectively.
At December 31, 2018, the unamortized stock option expense was $1,182,616 which will be amortized to expense through October 1,
2021 and when certain milestone are met.
The assumptions used in calculating the FV
of options granted using the Black-Scholes option- pricing model for options granted in 2018 and 2017 are as follows:
|
2018
|
2017
|
Risk-free interest rate
|
1.92%
|
1.92%
|
Expected life of options
|
5.0 Years
|
5.0 Years
|
Expected volatility
|
182%
|
129%
|
Expected dividend yield
|
0%
|
0%
|
Warrants
In connection with 2018 Note 4, 5,000,000 warrants were issued on
November 15, 2018. The warrants have a 3 year life and have an exercise price of $0.01. In addition, if the market price of one
warrant share is greater than the exercise price, the holder may elect to receive warrant shares, in lieu of a cash exercise, equal
to the value of the warrant determined as follows:
X = Y (A-B)/A
where X = the number of warrant shares to be issued to holder;
Y = the number of warrant shares that the holder
elects to purchase under this warrant
A = the market price
B = exercise price
The warrants were valued for $23,347 and recorded as derivative
and debt discount as the warrants were tainted by other convertible notes with variable conversion price. The intrinsic value of
the 5,000,000 warrants as of December 31, 2018 is $0.
There were no outstanding warrants as of December 31, 2017.
The assumptions used in calculating the FV
of warrants granted using the Black-Scholes option- pricing model for warrants granted in 2018 and 2017 are as follows:
|
2018
|
2017
|
Risk-free interest rate
|
2.91%
|
0.00%
|
Expected life of options
|
3.0 Years
|
0
|
Expected volatility
|
225%
|
0%
|
Expected dividend yield
|
0%
|
0%
|
|
|
|
Note 11 - Concentrations
The Company had certain customers whose
accounts receivable balances individually represented 10% or more of the Company's total accounts receivable, as follows:
PURA NATURALS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2018 AND 2017
For the year ended December 31, 2018, one
customers accounted for 38% and one customer accounted for 14% of accounts receivable. For the year ended December 31, 2017,
one customer accounted for 30% and one customer account for 14% of accounts receivable.
The Company had certain vendors whose accounts
payable balances individually represented 10% or more of the Company's total accounts payables.
For the year ended December 31, 2018, no
vendor accounted for 10% of accounts payable. For the year ended December 31, 2017, one vendor accounted for 10% of accounts
payable.
Note 12 – Income Taxes
For tax purposes the Company has federal net
operating loss ("NOL") carryovers of approximately $5,500,000 as of the year ended December 31, 2018, that are available
to offset future taxable income. These NOL carryovers expire beginning in the year 2025. As a result of the Company's reorganization,
as further described in Note 1, the NOL carryovers generated prior to the reorganization are limited by Section 382 of the Internal
Revenue Code resulting in no NOL carryover for the years prior to reorganization.
Deferred income taxes reflect the net tax effects
of the temporary differences between the carrying amounts of the assets and liabilities for financial reporting purposes and the
amounts used for income tax purposes.
Deferred income taxes reflect the net tax effects
of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts
used for income tax purposes. A full valuation allowance is established against all net deferred tax assets as of December 31,
2018 based on estimates of recoverability. While the Company has optimistic plans for its business strategy, it determined that
such a valuation allowance was necessary given the current and expected near term losses and the uncertainty with respect to its
ability to generate sufficient profits from its new business model. Because of the impacts of the valuation allowance, there
was no income tax expense or benefit for 2018 and 2017.
Significant components of the Company's deferred
tax assets and liabilities are as follows:
|
December 31,
|
|
2018
|
2017
|
Deferred tax asset
|
|
|
NOL carryforward
|
$ 2,103,903
|
$ 1,045,781
|
State income tax
|
-
|
248,996
|
Stock compensation
|
(324,841)
|
(192,786)
|
Amortization of debt discount
|
(210,647)
|
(248,168)
|
Accrued interest
|
19,483
|
(6,253)
|
Gain on the settlement of liabilities
|
-
|
9,000
|
Gain/loss of change in FV of derivatives
|
(416,562)
|
(135,821)
|
Bad debt expense
|
(7,024)
|
-
|
|
$ 1,164,312
|
$ 720,749
|
Valuation allowance
|
(1,164,312)
|
(720,749)
|
|
$ -
|
$ -
|
|
|
|
PURA NATURALS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2018 AND 2017
A reconciliation of the differences between the effective and statutory
income tax rates for year ended December 31, 2018 and 2017:
|
2018
|
|
2017
|
|
Amount
|
Percent
|
|
Amount
|
Percent
|
Federal statutory rates
|
$ 1,383,154
|
21.0%
|
|
$ 1,045,781
|
21.0%
|
State income tax
|
-
|
0.0%
|
|
248,996
|
5.0%
|
Stock compensation
|
(324,841)
|
-4.9%
|
|
(192,786)
|
-3.9%
|
Amortization of debt discount
|
(210,647)
|
-3.2%
|
|
(248,168)
|
-5.0%
|
Accrued interest
|
19,483
|
0.3%
|
|
(6,253)
|
-0.1%
|
Gain on settlement of liabilities
|
-
|
0.0%
|
|
9,000
|
-0.2%
|
Gain/loss of change in FV of derivatives
|
(416,562)
|
-6.3%
|
|
(135,821)
|
-2.7%
|
Bad debt expense
|
(7,024)
|
-0.1%
|
|
|
0.0%
|
Valauation Allowance
|
(443,563)
|
-6.7%
|
|
(720,749)
|
-14.5%
|
|
$ -
|
0.0%
|
|
$ -
|
0.0%
|
|
|
|
|
|
|
The Company recorded as of December 31, 2018 and 2017a valuation
allowances of $1,164,312 and $720,749, respectively, as it believes that it is more likely than not that the deferred tax assets
will not be realized in future years. Management has based its assessment on the Company's lack of profitable operating history.
The Company periodically assesses whether it
is more likely than not that it will generate sufficient taxable income to reduce the deferred tax assets. The realization of these
assets is dependent upon generation of future taxable income sufficient to offset the related deductions and NOL carryovers within
the applicable carryover periods as previously discussed. Management is unsure of the Company's ability to generate sufficient
taxable income to realize the deferred tax assets. As such, the Company has recorded a valuation allowance for the entire net deferred
tax asset.
The effective rate used for estimation of deferred
taxes was 21% for the years ended December 31, 2018 and 2017.
The tax years that remain subject to taxing
authorities' examination at December 31, 2018 are 2016 through 2018. The Company's policy is to classify penalties and interest
associated with uncertain tax positions, if required, as a component of its income tax provisions. The Company annually conducts
an analysis of its tax positions and has concluded that it has no uncertain tax positions as of December 31, 2018 and 2017.
The Company has net operating loss carry-forwards
of approximately $5,500,000 as of December 31, 2018 Such amounts are subject to IRS code section 382 limitations and expire in
2030. The 2016 to 2018 tax years are still subject to audit. As a limited liability company, through June 30, 2015, in the
event of an examination of the Company's tax return for the periods prior to July 1, 2015, the tax liability of the members could
be changed if an adjustment in the Company's income (loss) is ultimately sustained by the taxing authorities.
PURA NATURALS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2018 AND 2017
Note 12 – Commitments and Contingencies
From time to time, the Company is involved
in routine litigation that arises in the ordinary course of business. There are no pending significant legal proceedings to which
the Company is a party for which management believes the ultimate outcome would have a material adverse effect on the Company's
financial position.
In lieu of cash of $60,345 for outstanding
attorney invoices, 6,611,200 common shares are to be issued. A liability of $60,345 was recorded as of December 31, 2018 which
will be offset when common shares are issued.
Note 13 - Subsequent Events
On January 31, 2019, Pura Naturals, Inc. (the “Company”)
held an Annual Meeting of Stockholders (the “Annual Meeting”), at which the Company’s stockholders approved an
amendment to the Company’s articles of incorporation (the “Certificate of Incorporation”) and adopted Company’s
Amended and Restated Articles of Incorporation (the “Certificate of Amendment”) to increase the authorized shares of
the Company’s common stock from 500,000,000 to 1,500,000,000 and to authorized a reverse split of the Company’s commons
stock in a ratio of between 1 to 5 and 1 to 50 at the Board’s discretion.
On February 20, 2019, the holder of the December convertible note
(see Note 8) converted $33,674 of principal and $1,947 of interest into equity. The conversion price was $0.002684 per share for
a total of 13,271,643 common shares.
On February 20, 2019, the holder
of the
2018 Note #3
(see Note 8) converted $18,600 of principal and $1,423 of interest into
equity. The conversion price was $0.0018 per share for a total of 11,123,761 common shares.
On March 11, 2019, the holder of
the
September Note #1
(see Note 8) converted $37,311 of principal into equity. The conversion
price was $0.0015 per share for a total of 24,873,931 common shares.
On March 22, 2019, the holder of the December convertible note (see
Note 8) converted $25,000 of principal and $2,523 of interest into equity. The conversion price was $0.001708 per share for a total
of 16,113,934 common shares.
On March 18, 2019, the holder of the April convertible note (see
Note 8) converted $22,500 of principal into equity. The conversion price was $0.00225 per share for a total of 10,000,000 common
shares.
On March 18, 2019, the Company issued pursuant to employment contracts
220,143,169 shares of common stock for deferred salary and accrued interest.
On April 1, 2019, the holder of
the
April convertible note
(see Note 8) converted $14,775 of principal into equity. The
conversion price was $0.0014775 per share for a total of 10,000,000 common shares.
On April 4, 2019, the holder of
the
2018 Note #4
(see Note 8) converted $23,820 of principal into equity. The conversion
price was $0.00075 per share for a total of 31,760,000 common shares.
On July 1, 2019, the Company issued 65,000,000 shares of common
stock to various employees and consultants as compensation under the equity compensation plan.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
|
PUR NATURALS, INC
|
|
|
|
|
|
|
By:
|
/s/
Robert Doherty
|
|
|
Robert Doherty
|
|
|
Chief Executive Officer
|
|
|
(Principal Executive Officer, Principal Financial and Accounting Officer)
|
|
Date: July 24, 2019
|
|
|