Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2019 | Aug. 14, 2019 | |
Document And Entity Information | ||
Entity Registrant Name | Franchise Holdings International, Inc. | |
Entity Central Index Key | 0001096275 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2019 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | No | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | false | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 28,177,964 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2019 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Current Assets | ||
Cash and cash equivalents | $ 129,698 | $ 25,323 |
Accounts receivable | 122,531 | 61,882 |
Inventory | 285,696 | 289,516 |
Prepaid expenses and deposits | 8,404 | 124,114 |
Total Current Assets | 546,329 | 500,835 |
Property and Equipment, net | 44,318 | 43,860 |
Intangible Assets, net | 12,462 | 12,673 |
Total Assets | 603,109 | 557,368 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 634,840 | 401,766 |
Payroll taxes payable | 17,577 | 82,365 |
Related party loan | 5,060 | 9,372 |
Current portion of notes payable | 287,425 | 287,425 |
Total Current Liabilities | 944,902 | 780,928 |
Commitments and Contingencies | ||
Shareholders' Deficit | ||
Series A Preferred Stock, $0.0001 par value, 1,000,000 shares authorized, 0 shares issued and outstanding, respectively, | 10,000 | |
Common stock, $0.0001 par value, 49,833,333 shares authorized, 28,177,964 and 26,514,314 shares issued and outstanding, respectively | 2,817 | 2,463 |
Additional paid-in capital | 8,309,293 | 8,103,934 |
Share subscriptions receivable | (1,577) | (1,577) |
Share subscriptions payable | 1,853,819 | 2,019,532 |
Accumulated deficit | (10,482,521) | (10,354,299) |
Cumulative translation adjustment | (23,624) | (3,613) |
Total Shareholders' Deficit | (341,793) | (223,560) |
Total Liabilities and Shareholders' Deficit | $ 603,109 | $ 557,368 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Series A Preferred Stock, par value | $ 0.0001 | $ 0.0001 |
Series A Preferred Stock, shares authorized | 1,000,000 | 1,000,000 |
Series A Preferred Stock, shares issued | 0 | 0 |
Series A Preferred Stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 49,833,333 | 49,833,333 |
Common stock, shares issued | 28,177,964 | 26,514,314 |
Common stock, shares outstanding | 28,177,964 | 26,514,314 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Income Statement [Abstract] | ||||
Net Sales | $ 516,696 | $ 143,281 | $ 1,088,974 | $ 294,159 |
Cost of Goods Sold | 371,686 | 111,066 | 804,634 | 251,003 |
Gross Profit | 145,010 | 32,215 | 284,340 | 43,156 |
Operating Expenses | ||||
General and administrative | 17,216 | 27,447 | 57,787 | 94,265 |
Sales and marketing | 22,551 | 6,733 | 49,919 | 8,315 |
Professional fees | 101,482 | 274,079 | 273,984 | 395,605 |
(Gain) loss on foreign exchange | (6,928) | 1,146 | (20,726) | 1,176 |
Total operating expenses | 134,321 | 309,405 | 360,964 | 499,361 |
Gain (Loss) from operations | 10,689 | (277,190) | (76,624) | (456,205) |
Other Income (Expense) | ||||
Interest expense | (12,437) | (19,837) | (51,596) | (27,127) |
Finance charges | 8,785 | (413) | ||
Loss on settlement of debt | (495,943) | |||
Total other income (expense) | (12,437) | (11,052) | (51,536) | (523,483) |
Net Loss | (1,748) | (288,242) | (128,220) | (979,688) |
Other Comprehensive Income (Loss) | ||||
Foreign currency translation adjustment | (29,176) | (4,918) | (20,011) | (12,561) |
Comprehensive Loss | $ (30,924) | $ (293,160) | $ (148,231) | $ (992,249) |
Loss per Share | ||||
Basic | $ 0 | $ 0 | $ (0.01) | $ (0.01) |
Diluted | $ 0 | $ 0 | $ (0.01) | $ (0.01) |
Weighted Average Number of Shares (basic and diluted) | 28,011,279 | 124,809,537 | 26,514,314 | 123,575,246 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Operating Activities | ||
Net Loss | $ (128,220) | $ (979,688) |
Adjustments to reconcile net loss to net cash from operating activities: | ||
Depreciation and amortization | 951 | 2,527 |
Shares issued for current and future services | 18,000 | |
Loss on settlement of debt | 495,943 | |
Adjustments to reconcile net loss to net cash from operating activities | (127,271) | (463,218) |
Changes in operating assets and liabilities | 227,167 | 485,948 |
Net cash provided by operating activities | 99,896 | 22,730 |
Cash Flows from Investing Activities | ||
Purchase of property and equipment | (1,198) | |
Net cash used in investing activities | (1,198) | |
Financing Activities | ||
Issuance of common stock for cash | 30,000 | |
Proceeds from notes payable | 11,058 | |
Shareholder assumption of debt | (11,058) | |
Repayment of shareholder loans | (4,312) | |
Net cash provided by financing activities | 25,688 | |
Effects of exchange rate changes on cash | (20,011) | (12,561) |
Changes in cash | 104,375 | 10,169 |
Cash and cash equivalents - beginning of year | 25,323 | 66,961 |
Cash and cash equivalents - end of year | 129,698 | 77,130 |
Supplemental disclosure of cash flow information: | ||
Interest paid | 42,608 | 16,724 |
Supplemental disclosure of non-cash flow investing and financing activities: | ||
Shares issued for share subscription payable | 195,359 | 650,000 |
Shares issued for consulting agreement | 150,000 | |
Conversion of Preferred Stock to Common Stock | (10,000) | |
Reverse stock split | $ 355 |
Consolidated Statement of Share
Consolidated Statement of Shareholders' Deficit (Unaudited) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Share Subscriptions Receivable [Member] | Share Subscription Payable [Member] | Accumulated Deficit [Member] | Cumulative Translation Adjustment [Member] | Total |
Balance at Dec. 31, 2017 | $ 10,000 | $ 2,039 | $ 7,474,811 | $ (10,755) | $ 1,531,080 | $ (8,591,261) | $ (44,383) | $ 371,530 |
Balance, shares at Dec. 31, 2017 | 1,000,000 | 20,387,873 | ||||||
Issuance for services | 150,000 | |||||||
Issuance for services, shares | ||||||||
Issuance for settlement of payables | 650,000 | 650,000 | ||||||
Issuance for settlement of payables, shares | ||||||||
Net loss | (691,446) | (691,446) | ||||||
Foreign currency translation adjustment | (7,643) | (7,643) | ||||||
Balance at Mar. 31, 2018 | $ 10,000 | $ 2,039 | 7,474,811 | (10,755) | 2,331,080 | (9,282,707) | (52,026) | 322,441 |
Balance, shares at Mar. 31, 2018 | 1,000,000 | 20,387,873 | ||||||
Balance at Dec. 31, 2017 | $ 10,000 | $ 2,039 | 7,474,811 | (10,755) | 1,531,080 | (8,591,261) | (44,383) | 371,530 |
Balance, shares at Dec. 31, 2017 | 1,000,000 | 20,387,873 | ||||||
Net loss | (979,688) | |||||||
Foreign currency translation adjustment | (12,561) | |||||||
Balance at Jun. 30, 2018 | $ 10,000 | $ 2,138 | 7,551,990 | (10,755) | 2,271,802 | (9,570,949) | (56,944) | 197,282 |
Balance, shares at Jun. 30, 2018 | 1,000,000 | 21,378,615 | ||||||
Balance at Mar. 31, 2018 | $ 10,000 | $ 2,039 | 7,474,811 | (10,755) | 2,331,080 | (9,282,707) | (52,026) | 322,441 |
Balance, shares at Mar. 31, 2018 | 1,000,000 | 20,387,873 | ||||||
Issuance for services | ||||||||
Issuance for services, shares | ||||||||
Issuance for settlement of payables | $ 99 | 77,179 | (59,278) | 168,001 | ||||
Issuance for settlement of payables, shares | 990,742 | |||||||
Net loss | (288,242) | (288,242) | ||||||
Foreign currency translation adjustment | (4,918) | (4,918) | ||||||
Balance at Jun. 30, 2018 | $ 10,000 | $ 2,138 | 7,551,990 | (10,755) | 2,271,802 | (9,570,949) | (56,944) | 197,282 |
Balance, shares at Jun. 30, 2018 | 1,000,000 | 21,378,615 | ||||||
Balance at Dec. 31, 2018 | $ 10,000 | $ 2,463 | 8,103,934 | (1,577) | 2,019,532 | (10,354,299) | (3,613) | (223,560) |
Balance, shares at Dec. 31, 2018 | 1,000,000 | 24,634,051 | ||||||
Issuance for services | $ 100 | 152,799 | (152,899) | |||||
Issuance for services, shares | 1,000,000 | |||||||
Issuance for settlement of payables | 30,000 | 30,000 | ||||||
Issuance for settlement of payables, shares | ||||||||
Net loss | (126,473) | (126,473) | ||||||
Foreign currency translation adjustment | 9,165 | 9,165 | ||||||
Balance at Mar. 31, 2019 | $ 10,000 | $ 2,563 | 8,256,733 | (1,577) | 1,896,633 | (10,480,772) | 5,552 | (310,868) |
Balance, shares at Mar. 31, 2019 | 1,000,000 | 25,634,052 | ||||||
Balance at Dec. 31, 2018 | $ 10,000 | $ 2,463 | 8,103,934 | (1,577) | 2,019,532 | (10,354,299) | (3,613) | (223,560) |
Balance, shares at Dec. 31, 2018 | 1,000,000 | 24,634,051 | ||||||
Net loss | (128,220) | |||||||
Foreign currency translation adjustment | (20,011) | |||||||
Balance at Jun. 30, 2019 | $ 2,817 | 8,309,293 | (1,577) | 1,853,819 | (10,482,521) | (23,624) | (341,793) | |
Balance, shares at Jun. 30, 2019 | 28,177,966 | |||||||
Balance at Mar. 31, 2019 | $ 10,000 | $ 2,563 | 8,256,733 | (1,577) | 1,896,633 | (10,480,772) | 5,552 | (310,868) |
Balance, shares at Mar. 31, 2019 | 1,000,000 | 25,634,052 | ||||||
Issuance for services | $ 28 | 42,786 | (42,814) | |||||
Issuance for services, shares | 280,014 | |||||||
Issuance for settlement of payables | ||||||||
Issuance for settlement of payables, shares | ||||||||
Conversion of Preferred Stock | $ (10,000) | $ 226 | 9,774 | |||||
Conversion of Preferred Stock, shares | (1,000,000) | 2,263,900 | ||||||
Net loss | (1,748) | (1,748) | ||||||
Foreign currency translation adjustment | (29,176) | (29,176) | ||||||
Balance at Jun. 30, 2019 | $ 2,817 | $ 8,309,293 | $ (1,577) | $ 1,853,819 | $ (10,482,521) | $ (23,624) | $ (341,793) | |
Balance, shares at Jun. 30, 2019 | 28,177,966 |
Basis of Presentation and Going
Basis of Presentation and Going Concern | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Going Concern | 1. Basis of Presentation and Going Concern a) Interim Financial Information The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (SEC). Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments and reclassifications considered necessary in order to make the financial statements not misleading and for a fair and comparable presentation have been included and are of a normal recurring nature. Operating results for the six-month period ended June 30, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 filed with the SEC on May 13, 2019. b) Functional and Reporting Currency These interim financial statements are presented in United States Dollars. The functional currency of the Company is the Canadian Dollar. For purposes of preparing these interim financial statements, balances denominated in Canadian Dollars outstanding at June 30, 2019 were converted into United States Dollars at a rate of 1.31 Canadian Dollars to one United States Dollar. Balances denominated in Canadian Dollars outstanding at December 31, 2018 were converted into United States Dollars at a rate of 1.36 Canadian Dollars to one United States Dollar. Transactions denominated in Canadian Dollars for the period ended June 30, 2019 and December 31, 2018 were converted into United States Dollars at an average rate of 1.34 and 1.30 Canadian Dollars to one United States Dollar, respectfully. c) Use of Estimates The preparation of condensed unaudited financial statements in conformity with accounting principles generally accepted in the United States 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 interim financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. d) Going Concern These unaudited condensed consolidated financial statements have been prepared on a going concern basis which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. During the six-month period ended June 30, 2019, the Company incurred a net loss of $128,220 and as of that date, the Company’s accumulated deficit was $10,482,521. While the Company has demonstrated the ability to generate revenue, there are no assurances that it will be able to achieve level of revenues adequate to generate sufficient cash flow from operations or obtain additional financing through private placements, public offerings and/or bank financing necessary to support our working capital requirements. To the extent that funds generated from any private placements, public offerings and/or bank financing are insufficient, we will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on acceptable terms. These conditions raise substantial doubt about our ability to continue as a going concern. If adequate working capital is not available we may be forced to discontinue operations, which would cause investors to lose their entire investment. The accompanying condensed consolidated financial statements do not include any adjustments that might result relating to the recoverability and classification of the asset carrying amounts or the amount and classification of liabilities that might result from the outcome of this risk and uncertainty. |
Significant Accounting Policies
Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 2. Significant Accounting Policies The accounting polices used in the preparation of these interim financial statements are consistent with those of the Company’s audited financial statements for the year ended December 31, 2018. The Company also implemented the following accounting standard effective January 1, 2019. In January 2019, ASC 842 was implemented related to the valuation of leases. Under this guidance, leases should be capitalized that contain terms over one year and values over the capitalization policies. This standard became effective for the Company’s fiscal year beginning January 1, 2019. The adoption of ASC 842 on January 1, 2019 did not have any impact on the way leases were recognized as there are no capital leases during the six months ended June 30, 2019. |
Inventory
Inventory | 6 Months Ended |
Jun. 30, 2019 | |
Inventory Disclosure [Abstract] | |
Inventory | 3. Inventory Inventory consists of the following at June 30, 2019 and December 31, 2018: 2019 2018 Finished goods $ 277,799 $ 282,239 Promotional items 1,082 700 Raw materials 6,815 6,577 $ 285,696 $ 289,516 Prepaid inventory $ - $ - |
Secured Notes Payable
Secured Notes Payable | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Secured Notes Payable | 4. Secured Notes Payable Secured notes payable consists of the following at June 30, 2019 and December 31, 2018: 2019 2018 Balance owing $ 287,425 $ 287,425 Less amounts due within one year (287,425 ) (287,425 ) Long-term portion $ - $ - |
Shareholders' Deficit
Shareholders' Deficit | 6 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
Shareholders' Deficit | 5. Shareholders’ Deficit During the six-month period ended June 30, 2019, the Company issued 1,280,014 common shares pursuant to a subscription payable to Consultant with a value of $195,712. During the same period, the Company entered into a share subscription agreement with a consultant of the Company for 1,500,000 common shares valued at $30,000. During the six-month period ended June 30, 2019, Steven Rossi was issued 13,583,397 shares of Franchise Holdings International, Inc common stock as approved by the board of directors, due to a conversion of all 1,000,000 shares of his Series A Preferred stock. In 2018 and 2019, the Company was authorized to issue 49,833,333 shares of its common stock with a par value of $0.0001. All shares were ranked equally with regards to the Company’s residual assets. During 2018 and 2019, the Company was authorized to issue 1,000,000 shares of its Series A Preferred Stock with a par value of $0.0001. These shares have voting rights equal to 299 shares of common stock, per share of preferred. |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2019 | |
Loss per Share | |
Earnings Per Share | 6. Earnings per Share For the six months ended June 30, 2019, Earnings per Share (EPS) is 0.01 (basic and diluted) compared to the EPS for the six months ended June 30, 2018 of 0.01 (basic and diluted). Earnings per Share (EPS) is 0.00 (basic and diluted) for the three months ended June 30, 2019 compare to the three months ended June 30, 2018 of 0.00 (basic and diluted). There are 49,833,333 shares authorized, 28,177,964 and 26,514,314 shares issued and outstanding, respectively. |
Reverse Stock Split
Reverse Stock Split | 6 Months Ended |
Jun. 30, 2019 | |
Stockholders' Equity Note [Abstract] | |
Reverse Stock Split | 7. Reverse Stock Split A 1 for 6 reverse stock split of common shares was deemed declared effective, by FINRA, on March 29th, 2019 occurred. On March 8th, 2019; The Board of Directors authorized the submission of a Certificate of Change/Amendment to the Nevada Secretary of State in which the Company sought to affect a reverse split of its common stock at the rate of 1 for 6 for the purpose of increasing the per share price for the Company’s stock in an effort to meet the minimum listing requirements of the Canadian Stock Exchange (“CSE”). The Certificate of Change was submitted to the Nevada Secretary of State on March 20, 2019 and the FINRA corporate action was filed on March 21, 2019. FINRA declared the 1 for 6 reverse stock split effective on March 29, 2019. |
Concentration of Customer Risk
Concentration of Customer Risk | 6 Months Ended |
Jun. 30, 2019 | |
Risks and Uncertainties [Abstract] | |
Concentration of Customer Risk | 8. Concentration of Customer Risk The following table includes the percentage of the Company’s sales to significant customers for the six months ended June 30, 2019 and 2018, as well as the balance included in revenue and accounts receivable for each significant customer as at June 30, 2019 and 2018. A customer is considered to be significant if they account for greater than 10% of the Company’s annual sales. 2019 2018 $ % $ % Customer A 1,014,850 86.5 42,687 14.0 Customer B n/a n/a 121,079 41.0 Customer C n/a n/a 87,788 30.0 The loss of any of these key customers could have an adverse effect on the Company’s business. |
Evaluation of Subsequent Events
Evaluation of Subsequent Events | 6 Months Ended |
Jun. 30, 2019 | |
Subsequent Events [Abstract] | |
Evaluation of Subsequent Events | 9. Evaluation of Subsequent Events The Company has evaluated subsequent events through August 14, 2019 which is the date the financial statements were available to be issued and the following events after June 30, 2019 occurred: ● On May 7, 2019, the Company signed a lease agreement to commence on August 1, 2019 and end on July 31, 2022 with monthly lease payment of $3,317.88. ● On June 26, 2019, a preliminary prospectus form was filed with the Canadian Securities Exchange. ● On July 1, 2019, an agreement was reached with a debtor for settlement of $75,000 CAD ($57,309 USD) for 1,500,000 units of shares and warrants. ● In July 2019, the Company reached a legal settlement agreement (the “unwinding”) with an individual investor to dissolve the Debt Settlement and Mutual Release Agreement entered into on January 12, 2018. In accordance to the settlement agreement, 19,055,551 pre-consolidation (3,175,925 post consolidation) reserved shares will be released and returned to the Company. In addition, 5,944,449 pre-consolidation (990,742 post consolidation) shares already issued will be returned to the Company’s treasury, to be cancelled, reducing the companies issued and outstanding shares accordingly. The company expects to close the unwinding in August 2019. |
Inventory (Tables)
Inventory (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory consists of the following at June 30, 2019 and December 31, 2018: 2019 2018 Finished goods $ 277,799 $ 282,239 Promotional items 1,082 700 Raw materials 6,815 6,577 $ 285,696 $ 289,516 Prepaid inventory $ - $ - |
Secured Notes Payable (Tables)
Secured Notes Payable (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Secured Notes Payable | Secured notes payable consists of the following at June 30, 2019 and December 31, 2018: 2019 2018 Balance owing $ 287,425 $ 287,425 Less amounts due within one year (287,425 ) (287,425 ) Long-term portion $ - $ - |
Concentration of Customer Risk
Concentration of Customer Risk (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Risks and Uncertainties [Abstract] | |
Schedule of Significant Customer Risk Percentage | 2019 2018 $ % $ % Customer A 1,014,850 86.5 42,687 14.0 Customer B n/a n/a 121,079 41.0 Customer C n/a n/a 87,788 30.0 |
Basis of Presentation and Goi_2
Basis of Presentation and Going Concern (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Accounting Policies [Abstract] | |||||||
Functional and reporting currency rate description | These interim financial statements are presented in United States Dollars. The functional currency of the Company is the Canadian Dollar. For purposes of preparing these interim financial statements, balances denominated in Canadian Dollars outstanding at June 30, 2019 were converted into United States Dollars at a rate of 1.31 Canadian Dollars to one United States Dollar. Balances denominated in Canadian Dollars outstanding at December 31, 2018 were converted into United States Dollars at a rate of 1.36 Canadian Dollars to one United States Dollar. Transactions denominated in Canadian Dollars for the period ended June 30, 2019 and December 31, 2018 were converted into United States Dollars at an average rate of 1.34 and 1.30 Canadian Dollars to one United States Dollar, respectfully. | ||||||
Net loss | $ (1,748) | $ (126,473) | $ (288,242) | $ (691,446) | $ (128,220) | $ (979,688) | |
Accumulated deficit | $ (10,482,521) | $ (10,482,521) | $ (10,354,299) |
Significant Accounting Polici_2
Significant Accounting Policies (Details Narrative) | Jun. 30, 2019USD ($) |
Accounting Policies [Abstract] | |
Capital lease |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 277,799 | $ 282,239 |
Promotional items | 1,082 | 700 |
Raw materials | 6,815 | 6,577 |
Inventory | 285,696 | 289,516 |
Prepaid inventory |
Secured Notes Payable - Schedul
Secured Notes Payable - Schedule of Secured Notes Payable (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Debt Disclosure [Abstract] | ||
Balance owing | $ 287,425 | $ 287,425 |
Less amounts due within one year | (287,425) | (287,425) |
Long-term portion |
Shareholders' Deficit (Details
Shareholders' Deficit (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2019 | Dec. 31, 2018 | |
Common stock, shares authorized | 49,833,333 | 49,833,333 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Series A Preferred Stock, shares authorized | 1,000,000 | 1,000,000 |
Series A Preferred Stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock voting rights | These shares have voting rights equal to 299 shares of common stock, per share of preferred. | |
Series A Preferred Stock [Member] | ||
Common shares converted into preferred stock | 1,000,000 | |
Consultant Agreement [Member] | ||
Number of common stock shares issued | 1,280,014 | |
Number of common stock shares issued, value | $ 195,712 | |
Consultant Agreement [Member] | Share Subscription Agreement [Member] | ||
Number of common stock shares issued | 1,500,000 | |
Number of common stock shares issued, value | $ 30,000 | |
Steven Rossi [Member] | ||
Number of common stock shares issued | 13,583,397 |
Earnings Per Share (Details Nar
Earnings Per Share (Details Narrative) - $ / shares | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Loss per Share | |||||
Earnings per share, basic and diluted | $ 0 | $ 0 | $ 0.01 | $ 0.01 | |
Common stock, shares authorized | 49,833,333 | 49,833,333 | 49,833,333 | ||
Common stock, shares issued | 28,177,964 | 28,177,964 | 26,514,314 | ||
Common stock, shares outstanding | 28,177,964 | 28,177,964 | 26,514,314 |
Reverse Stock Split (Details Na
Reverse Stock Split (Details Narrative) | Mar. 29, 2019 |
FINRA [Member] | |
Reverse stock split of common shares | 1 for 6 reverse stock split of common shares was deemed declared |
Concentration of Customer Ris_2
Concentration of Customer Risk - Schedule of Significant Customer Risk Percentage (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Concentration of revenues | $ 371,686 | $ 111,066 | $ 804,634 | $ 251,003 |
Customer A [Member] | ||||
Concentration of revenues | $ 1,014,850 | $ 42,687 | ||
Concentration of risk, percentage | 86.50% | 14.00% | ||
Customer B [Member] | ||||
Concentration of revenues | $ 121,079 | |||
Concentration of risk, percentage | 41.00% | |||
Customer C [Member] | ||||
Concentration of revenues | $ 87,788 | |||
Concentration of risk, percentage | 30.00% |
Evaluation of Subsequent Even_2
Evaluation of Subsequent Events (Details Narrative) | Jul. 01, 2019USD ($)shares | Jul. 01, 2019CAD ($)shares | Jul. 31, 2019shares | May 07, 2019USD ($) |
Lease Agreement Member] | ||||
Lease monthly payment | $ | $ 3,318 | |||
Subsequent Event [Member] | ||||
Settlement of units of shares and warrants, amount | $ | $ 57,309 | |||
Settlement of units of shares and warrants, shares | 1,500,000 | 1,500,000 | ||
Subsequent Event [Member] | CAD [Member] | ||||
Settlement of units of shares and warrants, amount | $ | $ 75,000 | |||
Subsequent Event [Member] | Legal Settlement Agreement [Member] | Pre-consolidation [Member] | ||||
Number of reserved shares released and returned | 19,055,551 | |||
Number of shares returned treasury to cancelled | 5,944,449 | |||
Subsequent Event [Member] | Legal Settlement Agreement [Member] | Post-consolidation [Member] | ||||
Number of reserved shares released and returned | 3,175,925 | |||
Number of shares returned treasury to cancelled | 990,742 |