Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2019 | Nov. 14, 2019 | |
Document And Entity Information | ||
Entity Registrant Name | Franchise Holdings International, Inc. | |
Entity Central Index Key | 0001096275 | |
Document Type | 10-Q/A | |
Document Period End Date | Sep. 30, 2019 | |
Amendment Flag | true | |
Amendment Description | The sole purpose of this Amendment No. 1 to the Quarterly Report on Form 10-Q for the quarterly period ended September 31, 2019 of FRANCHISE HOLDINGS INTERNATIONAL, INC. (the "Company") filed with the Securities and Exchange Commission on November 15h, 2019 (the "Form 10-Q") is to indicate that the registrated 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. In error, the original report indicated that the issier has not filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the proceeding 12 months. No other changes have been made to the Form 10-Q. This Amendment No. 1 to the Form 10-Q speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | No | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 40,506,721 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2019 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Current Assets | ||
Cash and cash equivalents | $ 178,752 | $ 25,323 |
Accounts receivable | 249,588 | 61,882 |
Inventory | 198,478 | 289,516 |
Prepaid expenses and deposits | 26,401 | 124,114 |
Total Current Assets | 653,219 | 500,835 |
Investment | 15,658 | |
Property and Equipment, net | 72,377 | 43,860 |
Right-of-use Asset, net | 63,399 | |
Intangible Assets, net | 43,297 | 12,673 |
Total Assets | 847,949 | 557,368 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 913,335 | 401,766 |
Payroll taxes payable | 12,705 | 82,365 |
Related party loan | 9,372 | |
Current portion of notes payable | 277,425 | 287,425 |
Current lease liability | 21,221 | |
Total Current Liabilities | 1,224,686 | 780,928 |
Long Term - Lease Liability | 42,178 | |
Total Liabilities | 1,266,864 | 780,928 |
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, 38,506,721 and 24,634,052 shares issued and outstanding, respectively | 3,850 | 2,463 |
Additional paid-in capital | 8,230,982 | 8,103,934 |
Share subscriptions receivable | (1,577) | (1,577) |
Share subscriptions payable | 1,606,097 | 2,019,532 |
Accumulated deficit | (10,212,150) | (10,354,299) |
Cumulative translation adjustment | (46,116) | (3,613) |
Total Shareholders' Deficit | (418,914) | (223,560) |
Total Liabilities and Shareholders' Deficit | $ 847,949 | $ 557,368 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 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 | 38,506,721 | 24,634,052 |
Common stock, shares outstanding | 38,506,721 | 24,634,052 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Income Statement [Abstract] | ||||
Net Sales | $ 870,053 | $ 5,954 | $ 1,959,027 | $ 300,113 |
Cost of Goods Sold | 668,516 | 54,270 | 1,473,150 | 305,273 |
Gross Profit | 201,537 | (48,316) | 485,877 | (5,160) |
Operating Expenses | ||||
General and administrative | 91,254 | 39,069 | 149,041 | 133,334 |
Sales and marketing | 12,253 | 2,863 | 62,172 | 11,178 |
Professional fees | 92,858 | 207,981 | 366,843 | 603,586 |
(Gain) loss on foreign exchange | (22,701) | (3,939) | (43,427) | (2,763) |
Total operating expenses | 173,664 | 245,974 | 534,629 | 745,335 |
Gain (Loss) from operations | 27,873 | (294,290) | (48,752) | (750,495) |
Other Income (Expense) | ||||
Interest expense | (8,281) | (7,798) | (59,877) | (34,925) |
Finance charges | (7) | (420) | ||
Gain (loss) on settlement of debt | 250,778 | 250,778 | (495,943) | |
Total other income (expense) | 242,497 | (7,805) | 190,901 | (531,288) |
Net Income (Loss) | 270,370 | (302,095) | 142,149 | (1,281,783) |
Other Comprehensive Income (Loss) | ||||
Foreign currency translation adjustment | (22,492) | (22,424) | (42,504) | (34,985) |
Comprehensive Income (Loss) | $ 247,878 | $ (324,519) | $ 99,645 | $ (1,316,768) |
Earnings (Loss) per Share | ||||
Basic | $ 0.01 | $ (0.01) | $ 0 | $ (0.06) |
Diluted | $ 0 | $ (0.01) | $ 0 | $ (0.06) |
Weighted Average Number of Shares (basic) | 39,239,007 | 23,463,386 | 34,492,728 | 21,562,215 |
Weighted Average Number of Shares (diluted) | 54,310,448 | 23,463,386 | 49,515,451 | 21,562,215 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Operating Activities | ||
Net Income (loss) | $ 142,149 | $ (1,281,783) |
Adjustments to reconcile net loss to net cash from operating activities: | ||
Depreciation and amortization | 25,009 | 2,180 |
Loss (gain) on settlement of debt | (250,778) | 495,943 |
Total items not involving cash flow from operating activities | (83,620) | (783,659) |
Changes in operating assets and liabilities | 368,755 | 739,000 |
Net cash provided by (used in) operating activities | 285,135 | (44,659) |
Cash Flows from Investing Activities | ||
Purchase of investment | (15,658) | |
Purchase of property and equipment | (84,149) | |
Net cash used in investing activities | (99,807) | |
Financing Activities | ||
Issuance of common stock for cash | 30,000 | 175,000 |
Repayment of notes payable | (10,000) | |
Repayment of shareholder loans | (9,395) | |
Net cash provided by financing activities | 10,605 | 175,000 |
Effects of exchange rate changes on cash | (42,504) | (38,410) |
Changes in cash | 153,429 | 91,931 |
Cash and cash equivalents - beginning of year | 25,323 | 66,961 |
Cash and cash equivalents - end of year | 178,752 | 158,892 |
Supplemental disclosure of cash flow information: | ||
Interest paid | 16,604 | |
Supplemental disclosure of non-cash flow investing and financing activities: | ||
Shares issued for settlement of notes and accounts payable | 172,056 | |
Shares issued for consulting agreements | ||
Conversion of Preferred Stock to Common Stock | (8,642) | |
Reverse stock split | 768 | |
Increase (decrease) in share subscription payable | (768) | (589,694) |
Return and share cancellation | $ 8,642 |
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) | $ 371,531 |
Balance, shares at Dec. 31, 2017 | 1,000,000 | 20,387,873 | ||||||
Issuance for services | 150,000 | 150,000 | ||||||
Issuance for settlement of payables | $ 12,741 | 326,287 | (68,750) | 270,278 | ||||
Issuance for settlement of payables, shares | 4,246,173 | |||||||
Net (loss) Income | (1,281,782) | (1,281,783) | ||||||
Foreign currency translation adjustment | (34,985) | (34,985) | ||||||
Balance at Sep. 30, 2018 | $ 10,000 | $ 14,780 | 7,801,098 | (10,755) | 1,612,330 | (9,873,043) | (79,368) | (524,958) |
Balance, shares at Sep. 30, 2018 | 1,000,000 | 24,634,046 | ||||||
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 | ||||||
Issuance for settlement of payables | $ 12,642 | 249,108 | (659,472) | (397,722) | ||||
Issuance for settlement of payables, shares | 3,255,431 | |||||||
Net (loss) Income | (302,094) | (302,095) | ||||||
Foreign currency translation adjustment | (22,424) | (22,424) | ||||||
Balance at Sep. 30, 2018 | $ 10,000 | $ 14,780 | 7,801,098 | (10,755) | 1,612,330 | (9,873,043) | (79,368) | (524,958) |
Balance, shares at Sep. 30, 2018 | 1,000,000 | 24,634,046 | ||||||
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 | 24,634,052 | ||||||
Issuance for services | $ 128 | 195,585 | (195,713) | |||||
Issuance for services, shares | 1,280,014 | |||||||
Return and cancellation of shares | $ (99) | (77,179) | (247,722) | (325,000) | ||||
Return and cancellation of shares, shares | (990,742) | |||||||
Issuance for settlement of payables | 30,000 | 30,000 | ||||||
Issuance for settlement of payables, shares | ||||||||
Conversion of Preferred Stock | $ (10,000) | $ 1,358 | 8,642 | |||||
Conversion of Preferred Stock, shares | (1,000,000) | 13,583,397 | ||||||
Net (loss) Income | 142,149 | 142,149 | ||||||
Foreign currency translation adjustment | (42,503) | (42,504) | ||||||
Balance at Sep. 30, 2019 | $ 3,850 | 8,230,982 | (1,577) | 1,606,097 | (10,212,150) | (46,116) | (418,914) | |
Balance, shares at Sep. 30, 2019 | 38,506,721 | |||||||
Balance at Jun. 30, 2019 | $ 3,949 | 8,338,161 | (1,577) | 1,853,819 | (10,482,520) | (23,624) | (341,792) | |
Balance, shares at Jun. 30, 2019 | 39,497,463 | |||||||
Return and cancellation of shares | $ (99) | (77,179) | (247,722) | (325,000) | ||||
Return and cancellation of shares, shares | (990,742) | |||||||
Net (loss) Income | 270,370 | 270,370 | ||||||
Foreign currency translation adjustment | (22,492) | (22,492) | ||||||
Balance at Sep. 30, 2019 | $ 3,850 | $ 8,230,982 | $ (1,577) | $ 1,606,097 | $ (10,212,150) | $ (46,116) | $ (418,914) | |
Balance, shares at Sep. 30, 2019 | 38,506,721 |
Basis of Presentation and Going
Basis of Presentation and Going Concern | 9 Months Ended |
Sep. 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 nine-month period ended September 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 September 30, 2019 were converted into United States Dollars at a rate of 1.3 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 September 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 nine-month period ended September 30, 2019, the Company incurred a net income of $142,149 and as of that date, the Company’s accumulated deficit was $10,212,150. 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 | 9 Months Ended |
Sep. 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 Company has accounted for its leases upon adoption of ASC 842 whereby it recognizes a lease liability and a right-of-use asset at the date of initial application, being January 1, 2019. The lease liability is measured at the present value of the remaining lease payments, discounted using the Company’s incremental borrowing rate. The Company has measured the right-of-use asset at an amount equal to the lease liability. Assets are depreciated over the useful life of the assets. The useful life of the following assets are as follows: warehouse equipment over 5 years, computers over 3 years, patents over 25 years, and leasehold improvements of 15 years. The Company does not take depreciation for the following items: product moulds, trademarks and website. |
Inventory
Inventory | 9 Months Ended |
Sep. 30, 2019 | |
Inventory Disclosure [Abstract] | |
Inventory | 3. Inventory Inventory consists of the following at September 30, 2019 and December 31, 2018: 2019 2018 Finished goods $ 190,750 $ 282,239 Promotional items 1,070 700 Raw materials 6,658 6,577 $ 198,478 $ 289,516 |
Secured Notes Payable
Secured Notes Payable | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Secured Notes Payable | 4. Secured Notes Payable Secured notes payable consists of the following at September 30, 2019 and December 31, 2018: 2019 2018 Balance owing $ 277,425 $ 287,425 Less amounts due within one year (277,425 ) (287,425 ) Long-term portion $ - $ - Subsequent to the nine month period ended September 30, 2019, the Company repaid in full an additional $10,909 of notes payable consisting of $9,545 principal and $1,364 in interest. |
Changes in Cash Flows from Oper
Changes in Cash Flows from Operating Assets and Liabilities | 9 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Changes in Cash Flows from Operating Assets and Liabilities | 5. Changes in Cash Flows from Operating Assets and Liabilities The changes to the Company’s operating assets and liabilities for the nine months period ended September 30, 2019 and 2018 are as follows: 2019 2018 Decrease (increase) in accounts receivable $ (187,706 ) $ 170,487 Decrease (increase) in inventory 91,038 (29,323 ) Decrease (increase) in prepaid expenses and deposits 97,737 7,277 Increase (decrease) in income taxes payable (69,660 ) (128 ) Increase (decrease) in accounts payable and accrued liabilities 437,346 590,687 $ 368,755 $ 739,000 |
Investment
Investment | 9 Months Ended |
Sep. 30, 2019 | |
Investments, All Other Investments [Abstract] | |
Investment | 6. Investment During the nine month ended September 30, 2019, the Company entered into an agreement to purchase 10,000,000 shares for $50,000 which has been issued to FNHI. The Company’s investment accounts for a 10% equity stake in a US based mobile phone development company. As of September 30, 2019 the Company had advanced a total of $15,658 and is advancing trenches of capital as required by the Company. |
Lease Liabilities
Lease Liabilities | 9 Months Ended |
Sep. 30, 2019 | |
Lease Liabilities - Schedule Of Future Minimum Lease Payments | |
Lease Liabilities | 7. Lease Liabilities During the nine month period ended September 30, 2019, the Company signed a lease agreement for warehouse space to commence on August 1, 2019 and end on July 31, 2022 with monthly lease payments of $2,496. The Company has accounted for its leases upon adoption of ASC 842 whereby it recognizes a lease liability and a right-of-use asset at the date of initial application, being January 1, 2019. The lease liability is measured at the present value of the remaining lease payments, discounted using the Company’s incremental borrowing rate of 10%. The Company has measured the right-of-use asset at an amount equal to the lease liability. The Company’s right-of-use asset for the nine months ended September 30, 2019 is as follows: September 30, 2019 Right-of-use asset $ 63,399 Current lease liability $ 21,221 Long-term lease liability $ 42,178 The components of lease expense are as follows: September 30, 2019 Amortization of right-of-use $ 3,296 Interest on lease liability $ 1,212 Total lease cost $ 4,508 Maturities of lease liability are as follows: Future minimum lease payments as of September 30, 2019, 2019 $ 6,651 2020 26,606 2021 26,606 2022 13,303 Total future minimum lease payments 73,166 Less: amount representing interest (9,717 ) Present value of future payments 63,399 Current portion 21,221 Long term portion $ 42,178 |
Shareholders' Deficit
Shareholders' Deficit | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
Shareholders' Deficit | 8. Shareholders’ Deficit During the nine-month period ended September 30, 2019, the Company issued 1,280,014 common shares, previously recorded as 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. As the shares have not yet been issued, the $30,000 has been recorded as share subscriptions payable. During the nine-month period ended September 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. |
Gain (Loss) on Settlement of De
Gain (Loss) on Settlement of Debt | 9 Months Ended |
Sep. 30, 2019 | |
Investments, All Other Investments [Abstract] | |
Gain (Loss) on Settlement of Debt | 9. Gain (Loss) on Settlement of Debt During the nine-month period ended September 30, 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-stock split, reserved shares were released and returned to the Company. In addition, 5,944,449 pre-stock split (990,742 post stock split) shares already issued were returned to the Company’s treasury, and cancelled, reducing the companies issued and outstanding shares accordingly. The company closed the unwinding in August 2019. |
Contingent Liability
Contingent Liability | 9 Months Ended |
Sep. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingent Liability | 10. Contingent Liability During the nine-month period ended the Company entered into an agreement with a debtor for the settlement of outstanding notes payable of $56,723 ($75,000 CAD). The Company will issue to the debtor 1,500,000 million common shares for the settlement of the outstanding notes payable upon listing on the Canadian Securities Exchange. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2019 | |
Earnings (Loss) per Share | |
Earnings Per Share | 11. Earnings per Share For the nine months ended September 30, 2019, Earnings per Share “EPS” is 0.00 (basic and diluted) compared to the loss per share for the nine months ended September 30, 2018 of 0.01 (basic and diluted). EPS is 0.01 and 0.00 (basic and diluted respectively) for the three months ended September 30, 2019 compared to the three months ended September 30, 2018 of 0.00 (basic and diluted). At September 30, 2019 the Company had 13,721,441 share subscription and 1,350,000 warrants for a total of 14,971,441 common stock for the underlying instruments. Compared to a total of 16,885,738 of common stock to be issued from share subscription at September 30, 2018. |
Reverse Stock Split
Reverse Stock Split | 9 Months Ended |
Sep. 30, 2019 | |
Stockholders' Equity Note [Abstract] | |
Reverse Stock Split | 12. Reverse Stock Split 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. These financial statements, including prior period comparative share amounts, have been retrospectively restated to reflect this reverse split. |
Concentration of Customer Risk
Concentration of Customer Risk | 9 Months Ended |
Sep. 30, 2019 | |
Risks and Uncertainties [Abstract] | |
Concentration of Customer Risk | 13. Concentration of Customer Risk The following table includes the percentage of the Company’s sales to significant customers for the nine months ended September 30, 2019 and 2018, as well as the balance included in revenue and accounts receivable for each significant customer as at September 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 1,910,430 89.0 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. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 14. Related Party Transactions During the nine months ended September 30, 2019, the Company incurred $58,465 payable to a US based corporation controlled by the Company’s CEO and director for the purchase of inventory. |
Evaluation of Subsequent Events
Evaluation of Subsequent Events | 9 Months Ended |
Sep. 30, 2019 | |
Subsequent Events [Abstract] | |
Evaluation of Subsequent Events | 15. Evaluation of Subsequent Events The Company has evaluated subsequent events through November 14, 2019 which is the date the financial statements were available to be issued and the following events after September 30, 2019 occurred: ● On October 17, 2019, the Company issued 2,000,000 shares for services rendered per prior contract for consulting performed. ● Refer to Note 4 for additional subsequent event. |
Inventory (Tables)
Inventory (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory consists of the following at September 30, 2019 and December 31, 2018: 2019 2018 Finished goods $ 190,750 $ 282,239 Promotional items 1,070 700 Raw materials 6,658 6,577 $ 198,478 $ 289,516 |
Secured Notes Payable (Tables)
Secured Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Secured Notes Payable | Secured notes payable consists of the following at September 30, 2019 and December 31, 2018: 2019 2018 Balance owing $ 277,425 $ 287,425 Less amounts due within one year (277,425 ) (287,425 ) Long-term portion $ - $ - |
Changes in Cash Flows from Op_2
Changes in Cash Flows from Operating Assets and Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Changes in Operating Assets and Liabilities | The changes to the Company’s operating assets and liabilities for the nine months period ended September 30, 2019 and 2018 are as follows: 2019 2018 Decrease (increase) in accounts receivable $ (187,706 ) $ 170,487 Decrease (increase) in inventory 91,038 (29,323 ) Decrease (increase) in prepaid expenses and deposits 97,737 7,277 Increase (decrease) in income taxes payable (69,660 ) (128 ) Increase (decrease) in accounts payable and accrued liabilities 437,346 590,687 $ 368,755 $ 739,000 |
Lease Liabilities (Tables)
Lease Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Lease Liabilities - Schedule Of Future Minimum Lease Payments | |
Schedule Right-of-use Asset | The Company’s right-of-use asset for the nine months ended September 30, 2019 is as follows: September 30, 2019 Right-of-use asset $ 63,399 Current lease liability $ 21,221 Long-term lease liability $ 42,178 |
Schedule of Lease Expense | The components of lease expense are as follows: September 30, 2019 Amortization of right-of-use $ 3,296 Interest on lease liability $ 1,212 Total lease cost $ 4,508 |
Schedule Future Minimum Lease Payments | Maturities of lease liability are as follows: Future minimum lease payments as of September 30, 2019, 2019 $ 6,651 2020 26,606 2021 26,606 2022 13,303 Total future minimum lease payments 73,166 Less: amount representing interest (9,717 ) Present value of future payments 63,399 Current portion 21,221 Long term portion $ 42,178 |
Concentration of Customer Risk
Concentration of Customer Risk (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Risks and Uncertainties [Abstract] | |
Schedule of Significant Customer Risk Percentage | 2019 2018 $ % $ % Customer A 1,910,430 89.0 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 | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 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 September 30, 2019 were converted into United States Dollars at a rate of 1.3 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 September 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 | $ 270,370 | $ (302,095) | $ 142,149 | $ (1,281,783) | |
Accumulated deficit | $ (10,212,150) | $ (10,212,150) | $ (10,354,299) |
Significant Accounting Polici_2
Significant Accounting Policies (Details Narrative) | 9 Months Ended |
Sep. 30, 2019 | |
Patents [Member] | |
Finite-lived intangible asset, useful life | 25 years |
Warehouse Equipment [Member] | |
Property, plant and equipment, useful life | 5 years |
Computer [Member] | |
Property, plant and equipment, useful life | 3 years |
Leasehold Improvements [Member] | |
Property, plant and equipment, useful life | 15 years |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 190,750 | $ 282,239 |
Promotional items | 1,070 | 700 |
Raw materials | 6,658 | 6,577 |
Inventory | $ 198,478 | $ 289,516 |
Secured Notes Payable (Details
Secured Notes Payable (Details Narrative) - Notes Payable [Member] | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Secured debt | $ 10,909 |
Notes payable, principal amount | 9,545 |
Notes payable, interest | $ 1,364 |
Secured Notes Payable - Schedul
Secured Notes Payable - Schedule of Secured Notes Payable (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Debt Disclosure [Abstract] | ||
Balance owing | $ 277,425 | $ 287,425 |
Less amounts due within one year | (277,425) | (287,425) |
Long-term portion |
Changes in Cash Flows from Op_3
Changes in Cash Flows from Operating Assets and Liabilities - Schedule of Changes Operating Assets and Liabilities (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Decrease (increase) in accounts receivable | $ (187,706) | $ 170,487 |
Decrease (increase) in inventory | 91,038 | (29,323) |
Decrease (increase) in prepaid expenses and deposits | 97,737 | 7,277 |
Increase (decrease) in income taxes payable | (69,660) | (128) |
Increase (decrease) in accounts payable and accrued liabilities | 437,346 | 590,687 |
Changes in operating assets and liabilities | $ 368,755 | $ 739,000 |
Investment (Details Narrative)
Investment (Details Narrative) - FNHI [Member] | 9 Months Ended |
Sep. 30, 2019USD ($)shares | |
Stock issued during period, shares | shares | 10,000,000 |
Stock issued during period, value | $ 50,000 |
Equity Method Investment, Percentage | 10.00% |
Advanced receivable for stock issuance | $ 15,658 |
Lease Liabilities (Details Narr
Lease Liabilities (Details Narrative) | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Lease monthly payment | $ 73,166 |
Lease Agreement Member] | |
Lease monthly payment | $ 2,496 |
Operating lease, maturity date | Jul. 31, 2022 |
Lease Liabilities - Schedule Ri
Lease Liabilities - Schedule Right-of-use Asset (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Lease Liabilities - Schedule Of Future Minimum Lease Payments | ||
Right-of-use asset | $ 63,399 | |
Current lease liability | 21,221 | |
Long-term lease liability | $ 42,178 |
Lease Liabilities - Schedule of
Lease Liabilities - Schedule of Lease Expense (Details) | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Lease Liabilities - Schedule Of Future Minimum Lease Payments | |
Amortization of right-of-use | $ 3,296 |
Interest on lease liability | 1,212 |
Total lease cost | $ 4,508 |
Lease Liabilities - Schedule _2
Lease Liabilities - Schedule of Future Minimum Lease Payments (Details) | Sep. 30, 2019USD ($) |
Lease Liabilities - Schedule Of Future Minimum Lease Payments | |
2019 | $ 6,651 |
2020 | 26,606 |
2021 | 26,606 |
2022 | 13,303 |
Total future minimum lease payments | 73,166 |
Less: amount representing interest | (9,717) |
Present value of future payments | 63,399 |
Current portion | 21,221 |
Long term portion | $ 42,178 |
Shareholders' Deficit (Details
Shareholders' Deficit (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 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 | |
Common stock, value, subscriptions | $ 30,000 | |
Steven Rossi [Member] | ||
Number of common stock shares issued | 13,583,397 |
Gain (Loss) on Settlement of _2
Gain (Loss) on Settlement of Debt (Details Narrative) - Legal Settlement Agreement [Member] | 9 Months Ended |
Sep. 30, 2019shares | |
Number of reserved shares released and returned | 19,055,551 |
Pre-consolidation [Member] | |
Number of shares returned treasury to cancelled | 5,944,449 |
Post-consolidation [Member] | |
Number of shares returned treasury to cancelled | 990,742 |
Contingent Liability (Details N
Contingent Liability (Details Narrative) | 9 Months Ended | |
Sep. 30, 2019USD ($)shares | Sep. 30, 2019CAD ($)shares | |
Settlement of outstanding notes payable | $ 56,723 | |
Settlement of common shares | shares | 1,500,000 | 1,500,000 |
CAD [Member] | ||
Settlement of outstanding notes payable | $ 75,000 |
Earnings Per Share (Details Nar
Earnings Per Share (Details Narrative) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Earnings (Loss) per Share | ||||
Earnings per share, basic and diluted | $ 0.01 | $ 0 | $ 0 | $ 0.01 |
Common stock, shares, subscriptions | 13,721,441 | 16,885,738 | 13,721,441 | 16,885,738 |
Warrants issued | 1,350,000 | 1,350,000 | ||
Common stock, underlying instruments | 14,971,441 | 14,971,441 |
Reverse Stock Split (Details Na
Reverse Stock Split (Details Narrative) | Mar. 29, 2019 |
FINRA [Member] | |
Reverse stock split of common shares | FINRA declared the 1 for 6 reverse stock split effective on March 29, 2019. |
Concentration of Customer Ris_2
Concentration of Customer Risk - Schedule of Significant Customer Risk Percentage (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Concentration of revenues | $ 668,516 | $ 54,270 | $ 1,473,150 | $ 305,273 |
Customer A [Member] | ||||
Concentration of revenues | $ 1,910,430 | $ 42,687 | ||
Concentration of risk, percentage | 89.00% | 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% |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) | 9 Months Ended |
Sep. 30, 2019USD ($) | |
US Based Corporation [Member] | CEO [Member] | |
Payments to related party debt | $ 58,465 |
Evaluation of Subsequent Even_2
Evaluation of Subsequent Events (Details Narrative) | Oct. 17, 2019shares |
Subsequent Event [Member] | |
Stock issued during period, shares, issued for services | 2,000,000 |