Pure Harvest Corporate (PHCG) 10-Q 29 Jun 20 2020 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2020	Jun. 23, 2020
Document And Entity Information
Entity Registrant Name	Pure Harvest Corporate Group, Inc.
Entity Central Index Key	0001351573
Document Type	10-Q
Document Period End Date	Mar. 31, 2020
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business Flag	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	true
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		45,066,330
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2020

Consolidated Balance Sheets (Un

Consolidated Balance Sheets (Unaudited) - USD ($)	Mar. 31, 2020	Dec. 31, 2019
Current assets
Cash	$ 1,481,898	$ 1,665,247
Accounts receivable		1,653
Interest receivable	72,937	8,194
Inventory	166,985	70,091
Deferred rent		93,333
Prepaid acquisition costs	1,650,000
Total current assets	3,371,820	1,838,518
Long-term assets
Machinery and equipment	334,835	331,383
Accumulated depreciation	(291,891)	(287,249)
Deferred rent, net of current portion	204,223	132,223
Right of use asset	165,902	184,685
Notes receivable and advances on pending acquisitions, net allowance of $33,000	1,930,529	2,450,000
Goodwill	141,453	141,453
Other assets	15,000	15,000
Total assets	5,871,871	4,806,013
Current liabilities
Accounts payable	99,915	115,126
Accrued interest	83,095	23,890
Accrued expenses	112,114	75,131
Royalty payable		770
Due to related parties	72,917	116,667
Notes payable, net of discount of $56,100 and $0, respectively	1,443,900
Convertible notes payable, net of discount of $35,983 and $41,695, respectively	964,017	958,305
Total current liabilities	2,775,958	1,289,889
Long term liabilities
Right of use liability	112,893	133,554
Total liabilities	2,888,851	1,423,443
Commitments and contingencies
Stockholders' deficit
Preferred stock; $0.01 par value; 25,000,000 shares authorized; no shares issued and outstanding as of March 31, 2020 and December 31, 2019
Common stock, $0.01 par value; 100,000,000 shares authorized, 38,066,330 and 37,716,330 shares issued and outstanding as of March 31, 2020 and December 31, 2019, respectively	380,664	377,164
Additional paid-in capital	4,616,296	4,391,587
Accumulated deficit	(2,013,940)	(1,386,181)
Total stockholders' deficit	2,983,020	3,382,570
Total liabilities and stockholders' deficit	$ 5,871,871	$ 4,806,013

Consolidated Balance Sheets (_2

Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($)	Mar. 31, 2020	Dec. 31, 2019
Notes receivable and advances on pending acquisitions, net allowance	$ 33,000	$ 33,000
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, shares authorized	25,000,000	25,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares, issued	38,066,330	37,716,330
Common stock, shares outstanding	38,066,330	37,716,330
Notes Payable [Member]
Net of discount	$ 56,100	$ 0
Convertible Notes Payable [Member]
Net of discount	$ 35,983	$ 41,695

Consolidated Statements of Oper

Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
REVENUES
Royalty income	$ 1,090	$ 6,208
Cost of sales		2,026
Gross margin	1,090	4,182
OPERATING EXPENSES
Advertising and promotion	2,559	12,875
General and administrative expenses, including stock-based compensation of $11,502 in 2020	520,499	483,772
Travel and entertainment	35,151	18,081
Depreciation expense	4,642	3,158
Total operating expenses	562,851	517,886
Loss from operations	(561,761)	(513,704)
Other income (expense):
Interest expense	(130,741)
Interest income	65,565
Bad debt expense	(823)
Total other income (expense)	(65,998)
Loss before provision for income taxes	(627,759)	(513,704)
Provision for income taxes
NET LOSS	$ (627,759)	$ (513,704)
Basic and diluted net loss per common share	$ (0.02)	$ (0.02)
Basic and diluted weighted-average number of common shares outstanding	37,894,108	31,793,997

Consolidated Statements of Op_2

Consolidated Statements of Operations (Parenthetical) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Income Statement [Abstract]
Stock-based compensation	$ 11,502	$ 323,000

Consolidated Statements of Cash

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (627,759)	$ (513,704)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	4,642	3,158
Stock-based compensation	11,502	323,000
Amortization of debt discount	66,319
Changes in operating assets and liabilities:
Accounts receivable	1,653	16,730
Interest receivable on notes receivable	(64,743)
Inventory	(96,894)	1,699
Deferred rent	21,333
Accounts payable	(15,211)	76,450
Accrued interest	59,205
Accrued expense	36,983	(36,000)
Royalty payable	(770)	190
Right of use asset and liability	(1,878)
Due to related parties		94,194
Net cash used in operating activities	(605,618)	(34,283)
CASH FLOWS FROM INVESTING ACTIVITIES:
Notes receivable and advances of pending acquisitions	(1,130,529)
Purchase of machinery and equipment	(3,452)
Earnest money deposit on lease		(20,000)
Net cash used in investing activities	(1,133,981)	(20,000)
CASH FLOWS FROM FINANCING ACTIVITIES:
Advances (payments) from (to) related parties, net	(43,750)	24,714
Proceeds from notes payable	1,500,000
Proceeds from sale of common stock	100,000	95,000
Net cash provided by financing activities	1,556,250	119,714
Change in cash and cash equivalents	(183,349)	65,431
Cash and cash equivalents, beginning of period	1,665,247	22,501
Cash and cash equivalents, end of period	1,481,898	87,932
Supplemental disclosures of cash flow information:
Cash paid for interest	5,217
Cash paid for income taxes
Non-cash investing and financing activities:
Discount on note payable due to common stock and warrants	$ 116,707

Consolidated Statements of Stoc

Consolidated Statements of Stockholders' Deficit (Unaudited) - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]	Total
Balance at Dec. 31, 2018	$ 315,234	$ (201,539)	$ (251,314)	$ (137,620)
Balance, shares at Dec. 31, 2018	31,523,330
Stock-based compensation	$ 2,800	320,200		323,000
Stock-based compensation, shares	280,000
Net loss			(513,704)	(513,704)
Balance at Mar. 31, 2019	$ 318,034	118,661	(765,018)	(328,323)
Balance, shares at Mar. 31, 2019	31,803,330
Balance at Dec. 31, 2019	$ 377,164	4,391,587	(1,386,181)	3,382,570
Balance, shares at Dec. 31, 2019	37,716,330
Stock-based compensation		11,502		11,502
Stock-based compensation, shares
Issuance of common stock to note holder	$ 1,500	115,207		116,707
Issuance of common stock to note holder, shares	150,000
Issuance of common stock to investor	$ 2,000	98,000		100,000
Issuance of common stock to investor, shares	200,000
Net loss			(627,759)	(627,759)
Balance at Mar. 31, 2020	$ 380,664	$ 4,616,296	$ (2,013,940)	$ 2,983,020
Balance, shares at Mar. 31, 2020	38,066,330

Organization and Description of

Organization and Description of Business	3 Months Ended
	Mar. 31, 2020
Accounting Policies [Abstract]
Organization and Description of Business	NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS The Company was formed as a Colorado corporation in April 2004. On December 31, 2018, the Company acquired all of the outstanding common stock of Pure Harvest Cannabis Producers, Inc., (“PHCP”) in exchange for 17,906,016 (post-split) shares of the Company’s common stock. The transaction was accounted for as a reverse acquisition. As a result of the acquisition of PHCP, the Company’s new business involves the acquisition and operation of licensed marijuana cultivation facilities, manufacturing facilities and dispensaries. The Company will continue to collect royalties for licensing the Company’s patent and the trademarks in connection with manufacturing and sale of Pocket Shot branded specialty alcohol beverage pouches. The Company changed its name to Pure Harvest Cannabis Group, Inc. in February 2019.

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2020
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation These financial statements are presented in United States dollars and have been prepared in accordance with United States generally accepted accounting principles. In the opinion of management, the accompanying unaudited consolidated financial statements contain all accruals and adjustments (each of which is of a normal recurring nature) necessary for a fair presentation of the Company’s financial position as of March 31, 2020 and the results of its operations for the three months then ended. Significant accounting policies have been consistently applied in the interim consolidated financial statements. The results of operations for the three months ended March 31, 2020 are not necessarily indicative of the results to be expected for the entire year. Going Concern The Company has suffered recurring losses from operations and has a significant accumulated deficit. In addition, the Company continues to experience negative cash flows from operations. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern; however, the above conditions raise substantial doubt about the Company’s ability to do so. The financial statements do not include any adjustment to reflect the possible future effect on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern. Management plans to fund future operations by raising capital and or seeking joint venture opportunities. Principles of Consolidation The Company evaluates the need to consolidate affiliates based on standards set forth in Accounting Standards Codification (“ASC”) 810 Consolidation (“ASC 810”). The consolidated financial statements include the accounts of the Company and its majority owned subsidiary, PHCP. All significant consolidated transactions and balances have been eliminated in consolidation. The operations of the Company are included in the consolidated financial statement from the date of the Agreement. Use of Estimates In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates. Significant estimates include estimated useful lives and potential impairment of property and equipment, estimate of fair value of share-based payments and valuation of deferred tax assets. Cash and Cash Equivalents The Company considers all highly liquid temporary cash investments with an original maturity of six months or less to be cash equivalents. Accounts Receivable We record accounts receivable at net realizable value. This value includes an appropriate allowance for estimated uncollectible accounts to reflect any loss anticipated on the accounts receivable balances and is charged to other income (expense) in the combined statements of operations. We calculate this allowance based on our history of write-offs, the level of past-due accounts based on the contractual terms of the receivables, and our relationships with, and the economic status of, our customers. As of March 31, 2020 and December 31, 2019, an allowance for estimated, uncollectible accounts was determined to be unnecessary. Inventory Inventory is reported at the lower of cost or market on the first-in, first-out (FIFO) method. Our inventory is subject to obsolescence. Accordingly, quantities on hand are periodically monitored for items no longer being sold, which are written off. All inventory is stored at the manufacturer and maintained by them. Inventory consists of pouches, display and shipping boxes and no inventory is deemed obsolete. Revenue Recognition The Company records revenue under the adoption of ASC 606 by analyzing exchanges with its customers using a five-step analysis such as identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. The Company’s policy is to record revenue as earned when a firm commitment, indicating sales quantity and price exists, delivery has taken place and collectability is reasonably assured. The Company records sales of finished products once the customer places the order and the product is shipped. Delivery is considered to have occurred when title and risk of loss have transferred to the customer. Provisions for discounts, returns, allowances, customer rebates and other adjustments are netted with gross sales. The Company accounts for such provisions during the same period in which the related revenues are earned. Provisions for discounts, returns, allowances, customer rebates and other adjustments are minimal and are recorded as a reduction of revenue Cost of Sales The costs associated with our royalty income are packaging, a royalty of $1.20 per case, and repair and maintenance costs of our filling machines. Fair Value of Financial Instruments The Company applies the accounting guidance under Financial Accounting Standards Board (“FASB”) ASC 820-10, “Fair Value Measurements”, as well as certain related FASB staff positions. This guidance defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact business and considers assumptions that marketplace participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. The guidance also establishes a fair value hierarchy for measurements of fair value as follows: ● Level 1 - quoted market prices in active markets for identical assets or liabilities. ● Level 2 - inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3 - unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The carrying amount of the Company’s financial instruments approximates their fair value as of March 31, 2020 and December 31, 2019, due to the short-term nature of these instruments. Net Loss per Share Net loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined by Financial Accounting Standards, ASC Topic 260, “Earnings per Share”. Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. For the three months ended March 31, 2020 and 2019, dilutive instruments consisted of convertible notes payable and warrants to purchase shares of the Company’s common stock, the effects of which to the net loss are anti-dilutive. Recent Accounting Pronouncements In December 2019, the FASB issued guidance that simplifies the accounting for income taxes by removing certain exceptions in existing guidance and improves consistency in application by clarifying and amending existing guidance. This guidance is effective for annual periods beginning after December 15, 2020, and interim periods within those annual periods, where the transition method varies depending upon the specific amendment. Early adoption is permitted, including adoption in any interim period. An entity that elects to early adopt the amendments in an interim period should reflect any adjustments as of the beginning of the annual period that includes that interim period, and all amendments must be adopted in the same period. The Company has reviewed the provisions of the new standard, but it is not expected to have a significant impact on the Company. In January 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-01, “Investments-Equity Securities (Topic 321), Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815): Clarifying the Interactions between Topic 321, Topic 323, and Topic 815”, which clarifies the interaction of the accounting for equity securities under Topic 321 and investments accounted for under the equity method of accounting under Topic 323, and the accounting for certain forward contracts and purchased options accounted for under Topic 815. This guidance is effective for the Company for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. Early adoption is permitted. The Company has reviewed the provisions of the new standard, but it is not expected to have a significant impact on the Company. The FASB issues ASUs to amend the authoritative literature in ASC. There have been several ASUs to date, including those above, that amend the original text of ASC. Management believes that those issued to date either (i) provide supplemental guidance, (ii) are technical corrections, (iii) are not applicable to us or (iv) are not expected to have a significant impact our consolidated financial statements.

Acquisitions

Acquisitions	3 Months Ended
	Mar. 31, 2020
Business Combinations [Abstract]
Acquisitions	NOTE 3 – ACQUISITIONS On February 12, 2020, the Company entered into an Operating Agreement with Dr. James Rouse, MD regarding the ownership, operation, and management of Love Pharm, LLC. Love Pharm was recently organized in December 2019 to formulate, develop, manufacture, and brand hemp/CBD products for sale and distribution as well as to form a multi-channel media platform for public and patient education regarding the endocannabinoid system utilizing Dr. Rouse’s name, public image and his extensive experience and expertise in medicine and entrepreneurship. Under the Operating Agreement between the Company and Dr. Rouse, the Company owns 51% of Love Pharm and has a right of first refusal to purchase the remaining 49% of Love Pharm from Dr. Rouse. Additionally, Dr. Rouse will become the Company’s Chief Medical Advisor. Dr. Rouse will receive 400,000 shares of the Company’s common stock for services provided to the Company. See Note 7 for additional information regarding issuance of common stock to Dr. Rouse. As of the date of this filing Love Pharm has yet to commence operations. On March 12, 2020, the Company entered into an agreement to acquire fifty-one percent (51%) of the outstanding membership interests in How Smooth It Is, Inc. (“HSII”) for $1,500,000 in cash and 7,000,000 shares of the Company’s restricted common stock. HSII is a state-licensed medical marijuana processor based in Riverdale, Michigan and plans to offer a wide range of cannabis-infused products including chocolate bars, gummies, beverages, and other Pure Harvest branded products. HSII is based in a 5,800 square foot facility and has the capability of extracting, processing and manufacturing an array of products containing THC and CBD. HSII has also submitted applications for four dispensary licenses in Riverdale, White Cloud, Alma and Mount Pleasant, MI. On March 13, 2020, the Company entered into an agreement to acquire all of the outstanding membership interests in Sofa King Medicinal Wellness Products, LLC (“SKM”) for 3,000,000 shares of the Company’s common stock. The completion of the acquisition is subject to a number of conditions, including the approval of the acquisition by the Colorado Marijuana Enforcement Division (MED). SKM is a vertically integrated cannabis operator located in Dumont, CO. On April 24, 2020, the Company acquired substantially all of the assets of EdenFlo, LLC (“EdenFlo”), a producer of CBD extracts and concentrates, for 7,000,000 shares of the Company’s common stock and the release of its obligation of a previous promissory note in the amount of $1,650,000. EdenFlo will join Prolific Nutrition and Love Pharm, LLC to secure and expand the Company’s position in the national Hemp/CBD industry. EdenFlo is a large-scale Colorado-based hemp-CBD producer and manufacturer of pure isolate and full-spectrum hemp. EdenFlo’s wholesale isolate is made from the highest quality ingredients, utilizing only the best extraction and distillation methods to ensure a final product of extreme purity. Their scientific procedures used for the remediation of THC provide the cleanest broad-spectrum (distillate) oil available in the cannabis extraction industry. The acquisition of EdenFlo will support the Company’s manufacturing operations by supplying the Company’s raw materials requirements for its branded products.

Notes Receivable

Notes Receivable	3 Months Ended
	Mar. 31, 2020
Debt Disclosure [Abstract]
Notes Receivable	NOTE 4 – NOTES RECEIVABLE In May and June 2019, the Company advanced $28,593 to two unrelated individuals in connection with potential acquisitions for the Company. The amounts were to be repaid, without interest, in October 2019. As of March 31, 2020 and December 31, 2019, the Company has continued collection efforts on these notes receivable but has provided an allowance of such due to the unlikelihood of closing the acquisitions or collecting on the notes receivable . In December 2019, the Company advanced $800,000 to How Smooth It Is, Inc. in connection with the potential acquisition of that entity by the Company. The note receivable is due June 1, 2020 and incurs interest at 6% per annum for sixty days and then is increased to 10% per annum thereafter. In March 2020, the Company entered into an acquisition agreement to acquire the entity for which the note receivable was used to offset a portion of the purchase price, see Note 11 for additional information. On April 9, 2020, the Company submitted the required applications to the Michigan Department of Licensing and Regulatory Affairs (LARA) to be approved and pre-qualified as a Processor to be added to the HSII license. Upon approval, PHCG will become 51% owners and can participate in revenue. In December 2019, the Company advanced $1,650,000 to EdenFlo, LLC in connection with the potential acquisition of that entity by the Company. The note receivable is due June 1, 2020 and incurs interest at 6% per annum for sixty days and then is increased to 10% per annum thereafter. In addition, the note receivable is secured by all the asset of EdenFlo, LLC and the amount loaned represents the expected cash portion to be paid in connection with the acquisition. See Note 3 for discussion regarding the acquisition of EdenFlo in April 2020.

Lease Agreement

Lease Agreement	3 Months Ended
	Mar. 31, 2020
Leases [Abstract]
Lease Agreement	NOTE 5 – LEASE AGREEMENT In May 2019, the Company entered into a lease agreement for property to be used as a marijuana retail store. The initial term of the lease is for a period of three years. The Company has an option to purchase the property at prices ranging between $1,400,000 and $1,600,000 at various dates prior to May 1, 2022. The Company issued the landlord 400,000 shares of its post-split common stock in consideration for the option to purchase the property for which was recorded as deferred rent and is being amortized to rent expense using the straight line method over the term of the lease. At inception of the lease, the Company recorded a right of use asset and liability. The Company used an effective borrowing rate of 10 percent within the calculation.

Notes Payable

Notes Payable	3 Months Ended
	Mar. 31, 2020
Debt Disclosure [Abstract]
Notes Payable	NOTE 6 –NOTES PAYABLE Convertible Notes Payable During the year ended December 31, 2019, the Company issued a series of convertible notes with original principal balances of $1,000,000. The convertible notes mature at dates ranging from November 1, 2021 to December 1, 2021 and incur interest at 20% per annum. In addition, convertible notes are convertible upon issuance at a fixed price of $0.50 per common share. In connection with the issuance, the Company recorded a beneficial conversion feature of $44,000 resulting in a discount to the convertible notes. The discount is being amortized to interest expense using the straight-line method, due to the short-term nature of the convertible notes, over the term. During the three months ended March 31, 2020 and 2019, the Company amortized $5,712 and $0, respectively, to interest expense. The remaining discount of $35,983 is expected to be amortized in 2020 of $17,198 and 2021 of $18,785. The convertible notes include other provisions such as first right of refusal on additional capital raises, authorization of holder to incur debts senior to the convertible notes, etc. Additionally, should the holder exercise the option to exercise, a warrant to purchase an additional share of common stock for which the terms are not defined in the agreement. Thus, the issuance of the warrant is contingent to which the Company has not accounted for. Should warrants be ultimately issued, the Company expects to record the fair value of such as additional interest expense. Notes Payable On March 6, 2020, the Company borrowed $1,500,000 from an unrelated third party. The loan is evidenced by a promissory note which bears interest at 8% per year. The note is due and payable as follows: ● $500,000, together with all accrued and unpaid interest, on April 13, 2020 ● $1,000,000, together with all accrued and unpaid interest, on May 6, 2020 Accrued interest will be paid in shares of the Company’s common stock based upon a 25% discount to the ten-day average closing price of the Company’s common stock immediately prior to May 6, 2020. Accrued interest will include 150,000 additional shares of the Company’s common stock and warrants to purchase 150,000 shares of the Company’s common stock. The warrants are exercisable at any time on or before January 1, 2025 at a price of $2.00 per share. The first payment of $500,000 was made on a timely basis. On issuance, the Company valued the 150,000 shares of common stock and the 150,000 warrants for common stock and recorded the relative fair market of $116,707 as a discount to the note payable. The Company is amortizing the discount over the term of the note payable using the straight-line method due to the short term of the note. During the three months ended March 31, 2020, the Company amortized $60,607 to interest expense. As of March 31, 2020, a discount of $56,100 remained for which will be expensed during 2020. On April 20, 2020, the holder of the Note agreed to extend the due date for the $1,000,000 payment from May 6, 2020 to June 15, 2020. In consideration for extending the repayment date for the second amount to June 15, 2020, the Company issued to the note holder 200,000 shares of its common stock and warrants to purchase 200,000 shares of the Company’s common stock. The warrants are exercisable at a price of $2.00 per share and expire January 1, 2025. A late payment penalty of $5,000 per day will be due if the $1,000,000 is not paid by June 15, 2020. On June 9, 2020, the holder of the Note agreed to further extend the due date for the $1,000,000 payment to July 15, 2020. In consideration for extending the repayment date, the Company issued to the note holder an additional 200,000 shares of the Company’s common stock and warrants to purchase 200,000 shares of the Company’s common stock. The warrants are exercisable at a price of $2.00 per share and expire January 1, 2025.

Stockholders' Deficit

Stockholders' Deficit	3 Months Ended
	Mar. 31, 2020
Equity [Abstract]
Stockholders' Deficit	NOTE 7 – STOCKHOLDERS’ DEFICIT Stock-Based Compensation Effective January 1, 2019, the Company entered into agreements to issue a total of 1,600,000 shares of common stock to two officers. The shares were to vest over a one-year period commencing on January 1, 2019. The Company valued the common stock at $760,000, using the closing market price of the Company’s common stock on the date of the agreement. The Company was expensing the value of off the common stock over the vesting period which mirrors the service period. During the three months ended March 31, 2019, the Company recognized $190,000 of stock-based compensation. On July 30, 2019, the two officers referred to above resigned as officers and directors of the Company. In connection with their resignations, Mr. Lamadrid agreed to return to the Company 1,750,000 shares, and Mr. Scott agreed to return to the Company 1,200,000 shares of the Company’s common stock. These shares, upon their return to the Company, were cancelled and now represent authorized but unissued shares. In January 2019, the Company authorized the issuance of 140,000 shares of common stock to a consultant for services rendered. The Company valued the common stock at $133,000, using the closing market price of the Company’s common stock on the date of the agreement. The Company expensed the value of the common stock upon issuance as there were no additional performance criteria. In January 2020, the Company entered into an employment agreement with an individual which called for the grant of 100,000 shares of common stock. These shares will vest in 25% increments every six months during the two-year vesting period. The Company valued the common stock at $50,000 based on the closing market price of the Company’s common stock on the date of the agreement. The Company is expensing the value of the common stock over the vesting period which mirrors the service period. In February 2020, the Company entered into an advisory agreement with Dr. Rouse as discussed in Note 3. In connection with the advisory agreement, the Company agreed to grant 400,000 shares of common stock to Dr. Rouse. These shares are subject to a two-year vesting period, with 100,000 shares vesting every six months. The Company valued the common stock at $126,000 based on the closing market price of the Company’s common stock on the date of the agreement. The Company is expensing the value of the common stock over the vesting period which mirrors the service period. As of March 31, 2020, no shares of common stock have vested in connection with the two agreements discussed above. During the three months ended March 31, 2020, the Company has recognized stock-based compensation of $11,502 in connection with these agreements. The remaining stock-based compensation of $164,498 will be recognized over the remaining service periods as follows: $66,211 during the remainder of the year ending December 31, 2020, $87,880 during the year ending December 31, 2021 and $10,407 during the year ending December 31, 2022. Offering of Common Stock and Warrants In February 2019, the Company commenced a private offering of its common stock for up to $10 million in proceeds. The Company is offering up to 20 million shares of common stock at a purchase price of $0.50 per share. In addition, for each share purchased the investor will receive a warrant to purchase one additional share of common stock at a price of $2.00 per share. The warrants expire on December 31, 2021 or sooner at the Company’s option, if the Company’s stock trades for a price of $3.00 per share for 10 days with an average volume of 100,000 shares per day. During the three months ended March 31, 2020, the Company received $100,000 related to the sale of 200,000 shares of common stock and warrants. See Note 6 for issuance of shares in connection with a note agreement.

Related Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2020
Related Party Transactions [Abstract]
Related Party Transactions	NOTE 8 – RELATED PARTY TRANSACTIONS As of March 31, 2020 and December 31, 2019, the Company has $72,917 and $116,667, respectively, due to related parties. These amounts generally consist of accrued salaries and various expense reimbursements.

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2020
Subsequent Events [Abstract]
Subsequent Events	NOTE 9 – SUBSEQUENT EVENTS Issuances of Common Stock In May 2020, the Company entered into two-year employment agreements with Matthew Gregarek, the Company’s Chairman and Chief Executive Officer, David Burcham, the Company’s President, and Daniel Garza, the Company’s Chief Marketing Officer. Among various other salary and bonus terms, the agreements also provide for the award of shares of the Company’s restricted common stock and options to purchase shares of the Company’s common stock. Under these agreements, a total of 6,300,000 fully vested shares of common stock were granted upon execution of the agreements. An additional 1,300,000 shares of common stock were awarded that will vest on April 1, 2021. The agreements also provide for the future grant of additional shares of common stock should the individuals remain employed following the April 1, 2021 expiration date. The individuals were also granted a total of 5,750,000 options to purchase shares of the Company’s common stock. These options will vest in tranches at various dates through May 1, 2020 with escalating exercise prices ranging from $0.50 to $7.50. All options expire on June 1, 2025. Subsequent to March 31, 2020, the holder of the $1,500,000 note payable discussed in Note 6 converted a portion of the interest due under the note into 56,408 shares of common stock. Acquisition See Note 3 for a discussion of the acquisition of EdenFlo, LLC. The Company has evaluated subsequent events through the filing date of these consolidated financial statements and has disclosed that there are no other events that are material to the financial statements to be disclosed.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2020
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation These financial statements are presented in United States dollars and have been prepared in accordance with United States generally accepted accounting principles. In the opinion of management, the accompanying unaudited consolidated financial statements contain all accruals and adjustments (each of which is of a normal recurring nature) necessary for a fair presentation of the Company’s financial position as of March 31, 2020 and the results of its operations for the three months then ended. Significant accounting policies have been consistently applied in the interim consolidated financial statements. The results of operations for the three months ended March 31, 2020 are not necessarily indicative of the results to be expected for the entire year.
Going Concern	Going Concern The Company has suffered recurring losses from operations and has a significant accumulated deficit. In addition, the Company continues to experience negative cash flows from operations. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern; however, the above conditions raise substantial doubt about the Company’s ability to do so. The financial statements do not include any adjustment to reflect the possible future effect on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern. Management plans to fund future operations by raising capital and or seeking joint venture opportunities.
Principles of Consolidation	Principles of Consolidation The Company evaluates the need to consolidate affiliates based on standards set forth in Accounting Standards Codification (“ASC”) 810 Consolidation (“ASC 810”). The consolidated financial statements include the accounts of the Company and its majority owned subsidiary, PHCP. All significant consolidated transactions and balances have been eliminated in consolidation. The operations of the Company are included in the consolidated financial statement from the date of the Agreement.
Use of Estimates	Use of Estimates In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates. Significant estimates include estimated useful lives and potential impairment of property and equipment, estimate of fair value of share-based payments and valuation of deferred tax assets.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all highly liquid temporary cash investments with an original maturity of six months or less to be cash equivalents.
Accounts Receivable	Accounts Receivable We record accounts receivable at net realizable value. This value includes an appropriate allowance for estimated uncollectible accounts to reflect any loss anticipated on the accounts receivable balances and is charged to other income (expense) in the combined statements of operations. We calculate this allowance based on our history of write-offs, the level of past-due accounts based on the contractual terms of the receivables, and our relationships with, and the economic status of, our customers. As of March 31, 2020 and December 31, 2019, an allowance for estimated, uncollectible accounts was determined to be unnecessary.
Inventory	Inventory Inventory is reported at the lower of cost or market on the first-in, first-out (FIFO) method. Our inventory is subject to obsolescence. Accordingly, quantities on hand are periodically monitored for items no longer being sold, which are written off. All inventory is stored at the manufacturer and maintained by them. Inventory consists of pouches, display and shipping boxes and no inventory is deemed obsolete.
Revenue Recognition	Revenue Recognition The Company records revenue under the adoption of ASC 606 by analyzing exchanges with its customers using a five-step analysis such as identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. The Company’s policy is to record revenue as earned when a firm commitment, indicating sales quantity and price exists, delivery has taken place and collectability is reasonably assured. The Company records sales of finished products once the customer places the order and the product is shipped. Delivery is considered to have occurred when title and risk of loss have transferred to the customer. Provisions for discounts, returns, allowances, customer rebates and other adjustments are netted with gross sales. The Company accounts for such provisions during the same period in which the related revenues are earned. Provisions for discounts, returns, allowances, customer rebates and other adjustments are minimal and are recorded as a reduction of revenue
Cost of Sales	Cost of Sales The costs associated with our royalty income are packaging, a royalty of $1.20 per case, and repair and maintenance costs of our filling machines.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The Company applies the accounting guidance under Financial Accounting Standards Board (“FASB”) ASC 820-10, “Fair Value Measurements”, as well as certain related FASB staff positions. This guidance defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact business and considers assumptions that marketplace participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. The guidance also establishes a fair value hierarchy for measurements of fair value as follows: ● Level 1 - quoted market prices in active markets for identical assets or liabilities. ● Level 2 - inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3 - unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The carrying amount of the Company’s financial instruments approximates their fair value as of March 31, 2020 and December 31, 2019, due to the short-term nature of these instruments.
Net Loss Per Share	Net Loss per Share Net loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined by Financial Accounting Standards, ASC Topic 260, “Earnings per Share”. Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. For the three months ended March 31, 2020 and 2019, dilutive instruments consisted of convertible notes payable and warrants to purchase shares of the Company’s common stock, the effects of which to the net loss are anti-dilutive.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In December 2019, the FASB issued guidance that simplifies the accounting for income taxes by removing certain exceptions in existing guidance and improves consistency in application by clarifying and amending existing guidance. This guidance is effective for annual periods beginning after December 15, 2020, and interim periods within those annual periods, where the transition method varies depending upon the specific amendment. Early adoption is permitted, including adoption in any interim period. An entity that elects to early adopt the amendments in an interim period should reflect any adjustments as of the beginning of the annual period that includes that interim period, and all amendments must be adopted in the same period. The Company has reviewed the provisions of the new standard, but it is not expected to have a significant impact on the Company. In January 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-01, “Investments-Equity Securities (Topic 321), Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815): Clarifying the Interactions between Topic 321, Topic 323, and Topic 815”, which clarifies the interaction of the accounting for equity securities under Topic 321 and investments accounted for under the equity method of accounting under Topic 323, and the accounting for certain forward contracts and purchased options accounted for under Topic 815. This guidance is effective for the Company for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. Early adoption is permitted. The Company has reviewed the provisions of the new standard, but it is not expected to have a significant impact on the Company. The FASB issues ASUs to amend the authoritative literature in ASC. There have been several ASUs to date, including those above, that amend the original text of ASC. Management believes that those issued to date either (i) provide supplemental guidance, (ii) are technical corrections, (iii) are not applicable to us or (iv) are not expected to have a significant impact our consolidated financial statements.

Organization and Description _2

Organization and Description of Business (Details Narrative)	12 Months Ended
	Dec. 31, 2018shares
Pure Harvest Cannabis Producers, Inc [Member] | Post-split [Member]
Number of common stock shares acquired	17,906,016

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details Narrative)	3 Months Ended
	Mar. 31, 2020$ / shares
Accounting Policies [Abstract]
Cost of royalty income packing, per case	$ 1.20

Acquisitions (Details Narrative

Acquisitions (Details Narrative)	Apr. 24, 2020USD ($)shares	Mar. 13, 2020shares	Mar. 12, 2020USD ($)ft²shares	Feb. 12, 2020shares	Apr. 09, 2020
Subsequent Event [Member]
Ownership percentage					51.00%
How Smooth It Is, Inc. [Member]
Ownership percentage			51.00%
Payment to acquire membership interests | $			$ 1,500,000
Area of land | ft²			5,800
How Smooth It Is, Inc. [Member] | Restricted Stock [Member]
Number of shares issued for membership interests			7,000,000
Sofa King Medicinal Wellness Products, LLC [Member]
Number of shares issued for membership interests		3,000,000
EdenFlo, LLC [Member] | Subsequent Event [Member]
Stock issued during period acquisition, shares	7,000,000
Stock issued during period acquisition, value | $	$ 1,650,000
Operating Agreement [Member] | Dr. James Rouse [Member]
Ownership percentage				51.00%
Purchase right, percentage				49.00%
Number of shares issued for services provided				400,000

Notes Receivable (Details Narra

Notes Receivable (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2019	Apr. 09, 2020	Mar. 31, 2020	Jun. 30, 2019	May 31, 2019
Notes receivable	$ 2,450,000		$ 1,930,529
Subsequent Event [Member]
Ownership interest percentage		51.00%
How Smooth Inc [Member]
Advances to related party	$ 800,000
Debt maturity date	Jun. 1, 2020
Debt interest rate	10.00%
How Smooth Inc [Member] | Sixtey Days [Member]
Debt interest rate	6.00%
EdenFlo, LLC [Member]
Advances to related party	$ 1,650,000
Debt maturity date	Jun. 1, 2020
Debt interest rate	10.00%
EdenFlo, LLC [Member] | Sixtey Days [Member]
Debt interest rate	6.00%
Two Unrelated Individuals [Member]
Notes receivable				$ 28,593	$ 28,593

Lease Agreement (Details Narrat

Lease Agreement (Details Narrative)	1 Months Ended
	May 31, 2019USD ($)shares
Lease term	3 years
Number of commitment fee shares | shares	400,000
Effective borrowing rate	10.00%
Minimum [Member]
Property purchase price	$ 1,400,000
Maximum [Member]
Property purchase price	$ 1,600,000

Notes Payable (Details Narrativ

Notes Payable (Details Narrative)	Jun. 09, 2020USD ($)$ / sharesshares	Apr. 20, 2020USD ($)$ / sharesshares	Mar. 06, 2020USD ($)Integer$ / sharesshares	Mar. 31, 2020USD ($)	Mar. 31, 2019USD ($)	Dec. 31, 2019USD ($)$ / shares	Dec. 31, 2021USD ($)	Dec. 31, 2020USD ($)	Jun. 26, 2020USD ($)
Amortization of interest expense				$ 5,712	$ 0
Debt discount				35,983
Unrelated Third Party [Member]
Debt interest rate			8.00%
Short term borrowing			$ 1,500,000
Note Holder [Member] | Subsequent Event [Member]
Convertible notes mature dates	Jul. 15, 2020	Jun. 15, 2020
Notes payable	$ 1,000,000	$ 1,000,000							$ 1,500,000
Warrants to purchase common stock | shares	200,000	200,000
Warrant exercisable date	Jan. 1, 2025	Jan. 1, 2025
Warrants exercise price | $ / shares	$ 2	$ 2
Payment of notes payable		$ 1,000,000
Number of common stock issued | shares	200,000	200,000
Debt instrument maturity date description		Payment from May 6, 2020 to June 15, 2020
Penalty payment		$ 5,000
Forecast [Member]
Debt discount							$ 18,785	$ 17,198
Convertible Notes Payable [Member]
Convertible notes principal balance amount						$ 1,000,000
Debt interest rate						20.00%
Conversion price per share | $ / shares						$ 0.50
Beneficial conversion feature						$ 44,000
Convertible Notes Payable [Member] | Minimum [Member]
Convertible notes mature dates						Nov. 1, 2021
Convertible Notes Payable [Member] | Maximum [Member]
Convertible notes mature dates						Dec. 1, 2021
Notes Payable One [Member]
Convertible notes mature dates			Apr. 13, 2020
Notes payable			$ 500,000
Notes Payable Two [Member]
Convertible notes mature dates			May 6, 2020
Notes payable			$ 1,000,000
Notes Payable [Member]
Amortization of interest expense			$ 60,607
Debt discount				$ 56,100
Debt instrument trading price days			25.00%
Debt instrument trading days | Integer			10
Number of additional shares included in accrued interest | shares			150,000
Warrants to purchase common stock | shares			150,000
Warrant exercisable date			Jan. 1, 2025
Warrants exercise price | $ / shares			$ 2
Payment of notes payable			$ 500,000
Fair value of discount on note payable			$ 116,707

Stockholders' Deficit (Details

Stockholders' Deficit (Details Narrative) - USD ($)	Jul. 30, 2019	Jan. 02, 2019	Feb. 29, 2020	Jan. 31, 2020	Feb. 28, 2019	Jan. 31, 2019	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Value of common stock shares issued							$ 11,502	$ 323,000
Stock-based compensation								190,000
Proceeds from issuance of common stock							100,000	$ 95,000
Common Stock and Warrants [Member]
Consideration received on sale of stock							$ 100,000
Sale of common stock and warrants							200,000
Private Offering [Member]
Proceeds from issuance of common stock					$ 10,000,000
Number of offering shares of common stock					20,000,000
Sale of stock price per share					$ 0.50
Number of warrants issued to purchase common stock					1
Warrant exercise price					$ 2
Warrant expiration date					Dec. 31, 2021
Common stock trade price per share					$ 3
Average volume shares per day					100,000
Two Agreements [Member]
Stock-based compensation							$ 11,502
Unrecognized stock-based compensation							$ 164,498
Two Agreements [Member] | Forecast [Member]
Unrecognized stock-based compensation									$ 10,407	$ 87,880	$ 66,211
Two Officers [Member]
Number of common stock issued		1,600,000
Shares vesting period		1 year
Value of common stock shares issued		$ 760,000
Mr. Lamadrid [Member]
Number of common stock returned	1,750,000
Mr. Scott [Member]
Number of common stock returned	1,200,000
Consultant [Member]
Number of common stock services						140,000
Value of common stock shares issued for services						$ 133,000
Individual [Member] | Employment Agreements [Member]
Shares vesting period				2 years
Number of granted common stock				100,000
Vesting percentage				25.00%
Number of granted common stock, value				$ 50,000
Dr. Rouse [Member] | Advisory Agreement [Member]
Shares vesting period			2 years
Number of granted common stock			400,000
Number of granted common stock, value			$ 126,000
Number of vesting shares			100,000

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)	Mar. 31, 2020	Dec. 31, 2019
Related Party Transactions [Abstract]
Due to related parties	$ 72,917	$ 116,667

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - Subsequent Event [Member] - USD ($)	1 Months Ended	3 Months Ended
	May 31, 2020	Jun. 26, 2020	Jun. 09, 2020	Apr. 20, 2020
Note Holder [Member]
Notes payable		$ 1,500,000	$ 1,000,000	$ 1,000,000
Converted portion note into common stock		56,408
Two-year Employment Agreements [Member]
Number of vesting shares	6,300,000
Number of common stock awarded	1,300,000
Vesting period, description	Vest on April 1, 2021
Future granted share expiration date	Apr. 1, 2021
Number of common stock granted	5,750,000
Option expiration date	Jun. 1, 2025
Two-year Employment Agreements [Member] | Minimum [Member]
Stock option exercise price	$ 0.50
Two-year Employment Agreements [Member] | Maximum [Member]
Stock option exercise price	$ 7.50