10-K 1 jupwk1220.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

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

For the fiscal year ended: December 31, 2020

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

Commission File Number: 001-39569

Jupiter Wellness, Inc.

(Exact name of registrant as specified in its charter)

DELAWARE

83-2455880

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification)

725 N. Hwy A1A, Suite C-106

Jupiter, FL 33477

(Address of principal executive offices, including zip code)

(561) 244-7100

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Securities Registered Pursuant to Section 12(g) of the Exchange Act: Common Stock

Warrants to purchase Common Stock

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in 405 of the Securities Act. Yes [ ] No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes [ ] No [X]

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such fi les). Yes [X] No [ ]

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

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Yes [ ] No [X]

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

The aggregate market value of the voting and non-voting common equity held by non-affiliates, computed by reference to the average bid and asked price of such common equity as of June 30, 2020 was not applicable as the Company was not then publicly traded.

The number of shares outstanding of each of the registrant’s classes of common stock, as of April 12, 2021, was 11,260,188.

Jupiter Wellness, Inc.

Form 10-K

For the Fiscal Year Ended December 31, 2020

TABLE OF CONTENTS

PART I	3
ITEM 1. BUSINESS	4
ITEM 1A. RISK FACTORS	12
ITEM 1B. UNRESOLVED STAFF COMMENTS	28
ITEM 2. PROPERTIES	28
ITEM 3. LEGAL PROCEEDINGS	28
ITEM 4. MINE SAFETY DISCLOSURES.	28

PART II	29
ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES	29
ITEM 6. SELECTED FINANCIAL DATA	31
ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	31
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	38
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	38
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES	38
ITEM 9A. CONTROLS AND PROCEDURES	38
ITEM 9B. OTHER INFORMATION	39

PART III	40
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	40
ITEM 11. EXECUTIVE COMPENSATION	45
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	47
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	47
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES	49

PART IV	50
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES	50

SIGNATURES	51

PART I

This Annual Report on Form 10-K includes the accounts of Jupiter Wellness, Inc., a Delaware corporation (“Jupiter Wellness”). References in this Report to “we”, “our”, “us” or the “Company” refer to Jupiter Wellness, Inc. and its consolidated subsidiaries unless the context dictates otherwise.

FORWARD LOOKING STATEMENTS

Certain statements in this report, including information incorporated by reference, are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements reflect current views about future events and financial performance based on certain assumptions. They include opinions, forecasts, intentions, plans, goals, projections, guidance, expectations, beliefs or other statements that are not statements of historical fact. Words such as “will,” “may,” “should,” “could,” “would,” “expects,” “plans,” “believes,” “anticipates,” “intends,” “estimates,” “approximates,” “predicts,” “forecasts,” “potential,” “continue,” or “projects,” or the negative or other variation of such words, and similar expressions may identify a statement as a forward-looking statement. Any statements that refer to projections of our future financial performance, our anticipated growth and trends in our businesses, our goals, strategies, focus and plans, and other characterizations of future events or circumstances, including statements expressing general optimism about future operating results and the development of our products, are forward-looking statements.

Although forward-looking statements in this Annual Report on Form 10-K reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by us. Consequently, forward-looking statements are inherently subject to risks and uncertainties and actual results and outcomes may differ materially from the results and outcomes discussed in or anticipated by the forward-looking statements. Factors that could cause or contribute to such differences in results and outcomes include, without limitation, those specifically addressed under the heading “Risk Factors” below, as well as those discussed elsewhere in this Annual Report on Form 10-K. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this Annual Report on Form 10-K. We file reports with the Securities and Exchange Commission (“SEC”). The public can read and copy any materials we file with the SEC at the SEC's Public Reference Room at 100 F Street, NE, Washington, DC 20549. You can obtain additional information about the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an Internet site (www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including us.

We undertake no obligation to revise or update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this Annual Report on Form 10-K. Readers are urged to carefully review and consider the various disclosures made throughout the entirety of this Annual Report on Form 10-K, which attempt to advise interested parties of the risks and factors that may affect our businesses, financial condition, results of operations and prospects.

	i)	CBD-infused SPF 30 Lip Balm, Peppermint and Acai Fragrance
	ii)	CBD-infused SPF 15 sunscreen daily lotion; and
	iii)	Mineral-based sunscreen lotions (SPF 30 and 50).

	•	Macroeconomic conditions adversely affecting geographies where we intend to do business;

	•	Foreign currency exchange rates;

	•	Political or social unrest or economic instability in a specific country or region;

	•	Higher costs of doing business in foreign countries;

	•	Infringement claims on foreign patents, copyrights or trademark rights;

	•	Difficulties in staffing and managing operations across disparate geographic areas;

	•	Difficulties associated with enforcing agreements and intellectual property rights through foreign legal systems;

	•	Trade protection measures and other regulatory requirements, which affect our ability to import or export our products from or to various countries;

	•	Adverse tax consequences;

	•	Unexpected changes in legal and regulatory requirements;

	•	Military conflict, terrorist activities, natural disasters and medical epidemics; and

	•	Our ability to recruit and retain channel partners in foreign jurisdictions.

	•	Make a special written suitability determination for the purchaser;

	•	Receive the purchaser’s prior written agreement to the transaction;

	•	Provide the purchaser with risk disclosure documents which identify certain risks associated with investing in “penny stocks” and which describe the market for these “penny stocks” as well as a purchaser’s legal remedies; and

	•	Obtain a signed and dated acknowledgment from the purchaser demonstrating that the purchaser has actually received the required risk disclosure document before a transaction in a “penny stock” can be completed.

Period	High		Low
2021 Fiscal Year: First Quarter Ended March 31, 2021	$	7.98	$	4.56

2020 Fiscal Year:
Fourth Quarter Ended December 31, 2020*	$	8.35	$	3.73

	2020			2019
Numerator:
Net (loss)	$	(6,289,205	)		(925,462	)

Denominator:
Denominator for basic earnings per share - Weighted-average common shares issued and outstanding during the period		7,325,708			6,301,219
Denominator for diluted earnings per share		7,325,708			6,301,219
Basic (loss) per share	$	(0.86	)		(0.15	)
Diluted (loss) per share	$	(0.86	)		(0.15	)

	December 31, 2020			December 31, 2019
Sales	$	1,065,665		$	6,455
Cost of Sales		624,570			18,024
Gross Profit (Loss)		441,095			(11,569	)
Total expenses		6,730,300			913,893
Net Loss	$	(6,289,205	)	$	(925,462	)


	•	launch sales initiatives,

	•	fund our operations and working capital requirements,

	•	develop and execute our product development and market introduction plans,

	•	fund research and development efforts, and

	•	pay any expense obligations as they come due.

Name	Age		Position(s)
Brian S. John		52	Chief Executive Officer and Director
Douglas O. McKinnon		70	Chief Financial Officer
Richard Miller		53	Chief Operating Officer and Director
Dr. Glynn Wilson		73	Chairman, Head of Research and Development
Ryan Allison		40	Vice President of Business Development
Dr. Hector Alila		68	Director
Nancy Torres Kaufman		40	Director
Christopher Marc Melton		49	Director
Byron T. Young		47	Director

	•	developing procedures for employees to submit concerns anonymously about questionable accounting or audit matters;
	•	reviewing our policies on risk assessment and risk management;
	•	reviewing related party transactions;
	•	obtaining and reviewing a report by the independent registered public accounting firm at least annually, that describes our internal quality-control procedures, any material issues with such procedures, and any steps taken to deal with such issues when required by applicable law; and
	•	approving (or, as permitted, pre-approving) all audit and all permissible non-audit services, other than de minimis non-audit services, to be performed by the independent registered public accounting firm.

Name and Principal Position	Year		Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		All Other Compensation ($)⁽⁴⁾		Total Compensation ($)
Brian S. John⁽¹⁾		2020	$	114,583	$	105,000	$	—	$	—	$	4,000	$	223,583
Chief Executive Officer		2019	$	—	$	5,000	$	—	$	—	$	—	$	5,000

Richard Miller⁽²⁾		2020	$	85,000	$	35,000	$	—	$	—	$	4,000	$	124,000
Chief Operating Officer and former Chief Financial Officer		2019	$	85,000	$	5,000	$	—	$	—	$	—	$	90,000

Dr. Glynn Wilson⁽³⁾		2020	$	—	$	—	$	200,000	$	—	$	4,000	$	204,000
Chairman of the Board and Head of Research and Development		2019	$	—	$	5,000	$	75,000	$	—	$	—	$	80,000

	1.	Mr. John was appointed as Chief Executive Officer on October 28, 2018.
	2.	Mr. Miller was appointed as Chief Financial Officer on November 1, 2018. Mr. Miller transitioned from Chief Financial Officer to Chief Operating Officer on August 15, 2019.
	3.	Dr. Wilson was appointed as a director in November 2018 and as Chairman on October 15, 2019.

Directors	2020 2019
Brian John	$	4,000 5,000
Richard Miller	$	4,000 5,000
Glynn Wilson	$	4,000 5,000
Hector Alila	$	4,000 4,000
Tim Glynn	$	4,000 4,000
Christopher Melton	$	4,000 2,000
Byron Young	$	4,000 1,000
	$	28,000 26,000

Name of Beneficial Owner	Shares of Common Stock Beneficially Owned			% of Shares of Common Stock Beneficially Owned
Directors and Officers:

Brian S. John Chief Executive Officer and Director		2,990,000			28.1	%

Doug McKinnon Chief Financial Officer		200,000			1.9	%

Richard Miller Chief Operating Officer and Director		1,150,000			10.8	%

Glynn Wilson Chairman and Head of Research and Development		800,000			7.5	%

Ryan Allison Vice President of Business Development		25,000	(1)		0.2	%

Dr. Hector Alila Director		66,660	(2)		0.5	%

Nancy Kaufman Director		20,000	(3)		0.1	%

Christopher Melton Director		66,000	(4)		0.5	%

Byron Young* Director		84,926	(5)		0.7	%

All officers and directors (8 persons)		5,402,586			45.0	%

*The shares of common stock are owned by BBBY Ltd. of which Mr. Young is a beneficiary.

(1) Includes 25,000 shares issuable upon exercise of options.
(2) Includes 66,660 shares issuable upon exercise of options.
(3) Includes 20,000 shares issuable upon exercise of options.
(4) Includes 66,000 shares issuable upon exercise of options.
(5) Includes 50,000 shares issuable upon exercise of options.

Amount			Dated
$	25,000¹			01/02/20
	250,000²			01/23/20
	300,000¹			03/09/20
	50,000²			05/01/20
	50,000²			05/27/20
	50,000²			05/27/20
	100,000³			06/24/20
	125,000	⁴		09/11/20
	125,000	⁴		09/16/20
$	1,075,000

	4.	Issued to Asia Pacific Partners Inc., an entity run by a consultant of the Company. Subsequent to September 30, 2020, the Company paid the balance of the note.

Balance December 31, 2018	$	-
2019 Notes		325,000
Payments on Notes		(25,000	)
Balance December 31, 2019		300,000
2020 Notes		1,075,000
Conversion of Notes		(350,000	)
Payments on Notes		(500,000	)
Balance December 31, 2020	$	525,000

Exhibit No.		Description

(a)		Exhibits.
1.1		Form of Underwriting Agreement, incorporated by reference to Exhibit 1.1 of the Company’s Registration Statement filed with the SEC on June 17, 2020.
3.1		Amended and Restated Certificate of Incorporation, incorporated herein by reference to Exhibit 2.1 to Jupiter Wellness, Inc.’s Form 1-A filed with the Securities and Exchange Commission on June 21, 2019.
3.2		Bylaws, incorporated herein by reference to Exhibit 2.2 to Jupiter Wellness, Inc.’s Form 1-A filed with the Securities and Exchange Commission on June 21, 2019.
3.3		Amended and Restated Bylaws, incorporated by reference to Exhibit 3.3 of the Company’s Registration Statement filed with the SEC on July 14, 2020.
3.4		Certificate of Amendment of Certificate of Incorporation, incorporated by reference to Exhibit 3.4 of the Company’s Registration Statement filed with the SEC on June 17, 2020.
3.5		Second Amended and Restated Certificate of Incorporation, incorporated by reference to Exhibit 3.5 of the Company’s Registration Statement filed with the SEC on June 17, 2020.
4.1		Common Stock Purchase Warrant, incorporated by reference to Exhibit 4.1 of the Company’s Registration Statement filed with the SEC on July 14, 2020.
4.2		Representative’s Warrant, incorporated by reference to Exhibit 4.2 of the Company’s Registration Statement filed with the SEC on June 17, 2020.
4.3		Form of Warrant included in Unit, incorporated by reference to Exhibit 4.3 of the Company’s Registration Statement filed with the SEC on June 17, 2020.
4.4		Form of Warrant Agent Agreement, incorporated by reference to Exhibit 4.4 of the Company’s Registration Statement filed with the SEC on June 17, 2020.
10.1		Common Stock and Warrant Subscription Agreement, incorporated by reference to Exhibit 10.1 of the Company’s Registration Statement filed with the SEC on July 14, 2020.
10.2		Independent Director’s Contract between the Company and Dr. Hector Alila, dated February 25, 2019, incorporated by reference to Exhibit 10.2 of the Company’s Registration Statement filed with the SEC on July 14, 2020.
10.3		Independent Director’s Contract between the Company and Timothy G. Glynn, dated March 13, 2019, incorporated by reference to Exhibit 10.3 of the Company’s Registration Statement filed with the SEC on July 14, 2020.
10.4		Independent Director’s Contract between the Company and Christopher Melton, dated July 29, 2019, incorporated by reference to Exhibit 10.4 of the Company’s Registration Statement filed with the SEC on July 14, 2020).
10.5		Employment Agreement with Douglas O. McKinnon, dated August 5, 2019, incorporated by reference to Exhibit 10.5 of the Company’s Registration Statement filed with the SEC on July 14, 2020).
10.6		Form of Regulation A Subscription Agreement, incorporated herein by reference to Exhibit 4.1 to Jupiter Wellness, Inc.’s Form 1-A/A filed with the Securities and Exchange Commission on August 19, 2019.
10.7		Employment Agreement with Dr. Glynn Wilson, dated October 15, 2019, incorporated by reference to Exhibit 10.7 of the Company’s Registration Statement filed with the SEC on July 14, 2020.
10.8		Employment Agreement with Brian John, dated February 1, 2020, incorporated by reference to Exhibit 10.8 of the Company’s Registration Statement filed with the SEC on June 17, 2020.
10.9		Employment Agreement with Richard Miller, dated February 1, 2020, incorporated by reference to Exhibit 10.9 of the Company’s Registration Statement filed with the SEC on June 17, 2020.
10.10		2020 Equity Incentive Plan, incorporated by reference to Exhibit 10.10 of the Company’s Registration Statement filed with the SEC on June 17, 2020.
10.11		Confidential Membership Interest Purchase Agreement dated February 20, 2020 by and between Jupiter Wellness, Inc., Magical Beasts LLC. and Krista Whitley, incorporated by reference to Exhibit 10.11 of the Company’s Registration Statement filed with the SEC on June 17, 2020.
10.12		Sales Distribution Agreement dated February 20, 2020 between Jupiter Wellness Inc. and Ayako Holdings, Inc., incorporated by reference to Exhibit 10.12 of the Company’s Registration Statement filed with the SEC on June 17, 2020.
10.13		Distribution Agreement, dated November 5, 2020, incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on November 9, 2020.
10.14		Endorsement Agreement, dated November 10, 2020, incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on November 19, 2020.
10.15		Share Exchange Agreement, dated November 30, 2020, incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on December 3, 2020.
10.16		Independent Director’s Agreement, dated January 20, 2021, incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on January 26, 2021.
10.17		Omnibus Amendment dated January 25, 2021, incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on January 29, 2021.
10.18		First Amendment to Common Stock Option Agreement dated January 25, 2021, incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on January 29, 2021.
10.19		Employment Agreement dated as of January 20, 2021, incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on February 3, 2021.
14.1		Code of Ethics, incorporated by reference to Exhibit 14.1 of the Company’s Registration Statement filed with the SEC on July 14, 2020.
14.2		Corporate Governance Guidelines, incorporated by reference to Exhibit 14.2 of the Company’s Registration Statement filed with the SEC on July 14, 2020.
21.1*		Subsidiaries of the Registrant
23.1*		Consent of Independent Registered Public Accounting Firm
31.1*		Certification of our Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of our Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*		Certification of our Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)
32.2*		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
		*Filed herewith.

		Page
Report of Independent Registered Public Accounting Firm		F-1
Consolidated Balance Sheets as of December 31, 2020 and 2019		F-2
Consolidated Statements of Operations for the years ended December 31, 2020 and 2019		F-3
Consolidated Statements of Changes in Stockholders' Deficit for the years ended December 31, 2020 and 2019		F-4
Consolidated Statements of Cash Flows for the years ended December 31, 2020 and 2019		F-5
Notes to the Consolidated Financial Statements		F-6

/s/ M&K CPAS, PLLC

We have served as the Company’s auditor since 2019.

Houston, TX
April 12, 2021

Jupiter Wellness, Inc.
Condensed Consolidated Balance Sheets
As of December 31, 2020 and 2019
	2020			2019

Assets

Cash	$	4,262,168		$	531,026
Due from third party		—			400
Inventory		225,924			135,478
Accounts receivable		255,111			1,911
Prepaid expenses		92,788			25,000
Right of use assets		29,157			49,974
Other		123,116			2,000
Total current assets		4,988,264			745,789

Fixed assets, net of accumulated depreciation of $8,408		35,592			—
Intangible assets, net of accumulated amortization of $103,392		559,800			—
Goodwill		941,937			—
Total assets	$	6,525,593		$	745,789

Liabilities and Shareholders’ Equity

Accounts Payable		688,835			10,721
Convertible notes payable to related parties		525,000			300,000
Note payable issued in acquisition		691,500			—
Current portion of lease liability		23,754			20,566
Covid 19 SBA Loan		84,578			—
Accrued liabilities		112,001			5,517
Total current Liabilities		2,125,668			336,444

Long-term portion lease liability		6,384			30,137
Total liabilities		2,132,052			366,581

Preferred stock, $0.001 par value, 100,000 shares authorized of which none are issued and outstanding		—			—
Common stock, $.001 par value, 100,000,000 shares authorized, of which 10,655,833 and 6,893,000 shares issued and outstanding as of December 31, 2020 and 2019, respectively		10,656			6,893
Additional paid-in capital		11,657,286			1,032,511
Common stock payable		—			325,000
Accumulated deficits		(7,274,401	)		(985,196	)
Total Shareholders’ Equity		4,393,541			379,208

Total Liabilities and Shareholders’ Equity	$	6,525,593		$	745,789

The accompanying notes are an integral part of these unaudited financial statements

Jupiter Wellness, Inc.
Condensed Consolidated Statement of Operations
For the Years Ended December 31, 2020 and 2019



	2020			2019
Revenue
Sales	$	1,065,665		$	6,455
Cost of Sales		624,570			18,024
Gross profit		441,095			11,569

Operating expense
General and administrative expenses		5,576,217			908,717

Other income (expense)
Interest income		3,037			1,381
Interest expense		(116,802	)		(6,557	)
Goodwill and intangible assets impairment		(1,040,318	)		—
Total income (expense)		(6,730,300	)		(5,176	)

Net (loss)	$	(6,289,205	)	$	(925,462	)

Net (loss) per share:
Basic		(0.86	)		(0.15	)

Weighted average number of shares
Basic		7,325,708			6,301,219

The accompanying notes are an integral part of these unaudited financial statements

Jupiter Wellness, Inc.
Condensed Consolidated Statement of Changes in Stockholders' Equity (Deficit)
For the Years Ended December 31, 2020 and 2019 (Unaudited)
	Common				Common		Additional
	Stock				Stock		Paid-In		Subscription			Accumulated
	Shares		Amount		Payable		Payable		Receivable			Deficits			Total
Balance, December 31, 2018		5,958,000	$	5,958	$	—	$	238,542		(450	)	$	(59,734	)	$	184,316
Common stock issued for cash (net of offering expenses)		935,000		935		—		761,065		—			—			762,000
Collection of subscription receivable		—		—		—		—		450			—			450
Common stock warrants issued as compensation		—		—		—		32,904		—			—			32,904
Common stock payable		—		—		325,000		—		—			—			325,000
Net (loss)		—		—		—		—		—			(925,462	)		(925,462	)
Balance, December 31, 2019		6,893,000	$	6,893	$	325,000	$	1,032,511	$	—		$	(985,196	)	$	379,208

Common Stock options issued in acquisition		—		—		—		156,612		—			—			156,612
Common stock options issued as compensation		—		—		—		251,526		—