Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Jun. 09, 2020 | Jun. 28, 2019 | |
Document and Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2019 | ||
Entity Registrant Name | VPR Brands, LP. | ||
Entity Central Index Key | 0001376231 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Common Units, Shares Outstanding | 87,656,632 | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Public Float | $ 3,710,127 | ||
Entity Incorporation State Country Code | DE | ||
Entity File Number | 000-54545 |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Current Assets: | ||
Cash | $ 22,797 | $ 58,323 |
Accounts receivable, net | 107,381 | 217,902 |
Inventory | 723,884 | 413,289 |
Vendor Deposits | 38,578 | 42,791 |
Deposits | 16,780 | 16,780 |
Total current assets | 909,420 | 749,085 |
Property and Equipment, net | 8,500 | |
Right of Use Asset | 362,743 | |
Intangible Assets, net | 9,624 | |
TOTAL ASSETS | 1,272,163 | 767,209 |
Current Liabilities: | ||
Accounts payable and accrued expenses | 211,727 | 298,519 |
Customer deposits | 5,000 | 1,451 |
Right of use obligation, current portion | 46,282 | |
Notes payable | 749,156 | 640,688 |
Note payable-related parties | 577,008 | 385,044 |
Convertible notes payable | 1,025,000 | 25,000 |
Total current liabilities | 2,614,173 | 1,350,702 |
Right of Use Obligation, net of current portion | 336,180 | |
Total liabilities | 2,950,353 | 1,350,702 |
PARTNERS' DEFICIT: | ||
Common units - 100,000,000 units authorized; 87,656,632 and 85,975,911 units issued and outstanding, respectively | 8,100,204 | 8,015,891 |
Accumulated deficit | (9,778,394) | (8,599,384) |
Total partners' deficit | (1,678,190) | (583,493) |
Total liabilities and partners' deficit | $ 1,272,163 | $ 767,209 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - shares | Dec. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Partners' Equity, common units authorized | 100,000,000 | 100,000,000 |
Partners' Equity, common units issued | 87,656,632 | 87,656,632 |
Partners' Equity, common units outstanding | 85,975,911 | 85,975,911 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | ||
Revenues | $ 5,256,137 | $ 4,613,300 |
Cost of Sales | 3,545,166 | 2,697,937 |
Gross profit | 1,710,971 | 1,915,363 |
Operating Expenses: | ||
Selling, General and Administrative | 2,398,387 | 1,905,881 |
Total operating expenses | 2,398,387 | 1,905,881 |
Net Operating Income (Loss) | (687,416) | 9,482 |
Other Income (Expense): | ||
Interest Expense | (271,614) | (494,071) |
Interest expense-related parties | (219,980) | (47,539) |
Loss on extinguishment of debt | (525,880) | |
Change in fair value of derivative liability | 84,268 | |
Total other expense, net | (491,594) | (983,222) |
Net Loss | $ (1,179,010) | $ (973,740) |
Loss Per Common Unit - Basic and Diluted | $ (0.01) | $ (0.01) |
Weighted-Average Common Units Outstanding - Basic and Diluted | 86,971,280 | 78,594,769 |
STATEMENT OF CHANGES IN PARTNER
STATEMENT OF CHANGES IN PARTNERS' DEFICIT - USD ($) | Common units [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2017 | $ 6,794,002 | $ (7,625,644) | $ (831,642) |
Balance, units at Dec. 31, 2017 | 68,604,686 | ||
Conversion of convertible debt into common units | $ 1,221,889 | 1,221,889 | |
Conversion of convertible debt into common units, units | 17,371,225 | ||
Net Loss | (973,740) | (973,740) | |
Balance at Dec. 31, 2018 | $ 8,015,891 | (8,599,384) | (583,493) |
Balance, units at Dec. 31, 2018 | 85,975,911 | ||
Stock-based compensation | $ 84,313 | 84,313 | |
Stock-based compensation, shares | 1,680,721 | ||
Net Loss | (1,179,010) | (1,179,010) | |
Balance at Dec. 31, 2019 | $ 8,100,204 | $ (9,778,394) | $ (1,678,190) |
Balance, units at Dec. 31, 2019 | 87,656,632 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Cash Flows from Operating Activities: | ||
Net Loss | $ (1,179,010) | $ (973,740) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Amortization and Depreciation | 18,124 | 30,237 |
Stock-based compensation | 84,313 | |
Non-cash interest | 541,610 | |
Loss on extinguishment of debt | 525,880 | |
Gain on Derivative Liability | (84,268) | |
Changes in operating assets and liabilities: | ||
Inventory | (310,595) | (262,924) |
Vendor deposits | 4,213 | (42,791) |
Accounts receivable | 110,521 | (18,099) |
Customer deposits | 3,549 | 1,451 |
Right to use asset and obligation | 19,719 | |
Accounts payable and accrued expenses | (86,792) | 55,254 |
Net cash used in operating activities | (1,335,958) | (227,390) |
Cash Flows from Financing Activities: | ||
Proceeds from convertible notes payable | 1,000,000 | |
Proceeds from notes payable - relate parties | 800,005 | |
Proceeds from notes payable | 505,300 | 1,100,008 |
Payments of notes payable | (1,004,873) | (870,935) |
Net cash provided by financing activities | 1,300,432 | 229,073 |
Change in Cash | (35,526) | 1,683 |
Cash - Beginning of the Year | 58,323 | 56,640 |
Cash - End of the Year | 22,797 | 58,323 |
Supplemental Cash Flow Information: | ||
Interest paid in cash | 463,762 | 494,071 |
Income taxes paid in cash | ||
Schedule of Non-Cash Financing and Investing Activities: | ||
Conversion of convertible debt into common units | 450,000 | |
Common Units issued in connection with debt conversion | 12,450,033 | |
Operating lease right-of-use assets obtained in exchange for operating lease liability | $ 386,614 |
ORGANIZATION
ORGANIZATION | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION | NOTE 1. ORGANIZATION VPR Brands, LP (the “Company”, “we”, “our”) was incorporated in New York on July 19, 2004, as Jobsinsite.com, Inc. On August 5, 2004, we changed our name to Jobsinsite, Inc. On June 18, 2009, we merged with a Delaware corporation and became Jobsinsite, Inc. On July 1, 2009, we filed articles of conversion with the secretary of state of Delaware and became Soleil Capital L.P., a Delaware limited partnership. On September 2, 2015, we changed our name to VPR Brands, LP. We are managed by Soleil Capital Management LLC, a Delaware limited liability company. The Company is engaged in various monetization strategies of a portfolio of patents the Company owns in both the U.S. and China, covering electronic cigarette, electronic cigar and personal vaporizer patents. We currently market a brand of electronic cigarette e-liquids under the brand “Helium” in the United States and are undertaking efforts to establish distribution of our electronic cigarette e-liquids brand in China. The Company also designs, develops, markets and distributes products (the HoneyStick brand of vaporizers and the Goldline CBD products) oriented toward the cannabis markets. This allows us to capitalize on the rapidly growing expansion within the cannabis markets. The Company is also identifying electronic cigarette companies that may be infringing our patents and exploring options to license and or enforce our patents. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Cash Cash includes all cash deposits and highly liquid financial instruments with an original maturity of three months or less. Accounts Receivable The Company analyzes the collectability of accounts receivable from continuing operations each accounting period and adjusts its allowance for doubtful accounts accordingly. A considerable amount of judgment is required in assessing the realization of accounts receivables, including the creditworthiness of each customer, current and historical collection history and the related aging of past due balances. The Company evaluates specific accounts when it becomes aware of information indicating that a customer may not be able to meet its financial obligations due to deterioration of its financial condition, lower credit ratings, bankruptcy or other factors affecting the ability to render payment. As of December 31, 2019 and 2018, the Company had an allowance for bad debt of $112,017 and $49,056, respectively. Inventory Inventory consisting of finished products is stated at the lower of cost or net realizable value. At each balance sheet date, the Company evaluates its ending inventories for excess quantities and obsolescence. This evaluation primarily includes an analysis of forecasted demand in relation to the inventory on hand, among consideration of other factors. The physical condition (e.g., age and quality) of the inventories is also considered in establishing its valuation. Based upon the evaluation, provisions are made to reduce excess or obsolete inventories to their estimated net realizable values. Once established, write-downs are considered permanent adjustments to the cost basis of the respective inventories. These adjustments are estimates, which could vary significantly, either favorably or unfavorably, from the amounts that the Company may ultimately realize upon the disposition of inventories if future economic conditions, customer inventory levels, product discontinuances, sales return levels or competitive conditions differ from the Company’s estimates and expectations. As of December 31, 2019 and 2018, the Company had recorded a provision for obsolescence of $70,679. Leases In February 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02 (Topic 842). Topic 842 amended several aspects of lease accounting, including requiring lessees to recognize leases with a term greater than one year as a right-of-use asset and corresponding liability, measured at the present value of the lease payments. In July 2018, the FASB issued supplemental adoption guidance and clarification to Topic 842 within ASU 2018-10 “Codification Improvements to Topic 842, Leases” and ASU 2018-11 “Leases (Topic 842): Targeted Improvements.” The new guidance aims to increase transparency and comparability among organizations by requiring lessees to recognize lease assets and lease liabilities on the balance sheet and requiring disclosure of key information about leasing arrangements. A modified retrospective application is required with an option to not restate comparative periods in the period of adoption. The Company, effective January 1, 2019, has adopted the provisions of the new standard. The Company decided to use the practical expedients available upon adoption of Topic 842 to aid the transition from current accounting to provisions of Topic 842. The package of expedients will effectively allow the Company to run off existing leases, as initially classified as operating and classify new leases after implementation under the new standard as the business evolves. The Company has an operating lease principally for warehouse and office space. Management evaluates each lease independently to determine the purpose, necessity to its future operations in addition to other appropriate facts and circumstances. The Company adopted Topic 842 using a modified retrospective approach for its existing lease at January 1, 2019. The adoption of Topic 842 impacted the Company’s balance sheet by the recognition of the operating lease right-of-use assets and the liability for operating leases. The lease liability is based on the present value of the remaining lease payments, discounted using a market based incremental borrowing rate as the effective date of January 1, 2019 using current estimates as to lease term including estimated renewals for each operating lease. As of January 1, 2019, the Company recorded an adjustment of approximately $387,000 to operating lease right-to-use asset and the right to use lease liability. Revenue Recognition In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes all existing revenue recognition requirements, including most industry specific guidance. This new standard requires a company to recognize revenues when it transfers goods or services to customers in an amount that reflects the consideration that the company expects to receive for those goods or services. The FASB subsequently issued the following amendments to ASU No. 2014-09 that have the same effective date and transition date: ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations; ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing; ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients; and ASU No. 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers. The Company adopted these amendments with ASU 2014-09 (collectively, the new revenue standards). The new revenue standards became effective for the Company on January 1, 2018, and were adopted using the modified retrospective method. The adoption of the new revenue standards as of January 1, 2018 did not change the Company's revenue recognition as the majority of its revenues continue to be recognized when the customer takes control of its product. As the Company did not identify any accounting changes that impacted the amount of reported revenues with respect to its product revenues, no adjustment to retained earnings was required upon adoption. The Company recognizes revenues when its customer obtains control of promised goods or services, in an amount that reflects the consideration which it expects to receive in exchange for those goods. The Company recognizes revenues following the five step model prescribed under ASU No. 2014-09: (i) identify contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenues when (or as) we satisfy the performance obligation. For the years ended December 31, 2019 and 2018, all of the Company’s revenues were recognized at a point in time. Revenues from product sales are recognized when the customer obtains control of the Company’s product, which occurs at a point in time, typically upon delivery to the customer. The Company expenses incremental costs of obtaining a contract as and when incurred if the expected amortization period of the asset that it would have recognized is one year or less or the amount is immaterial. 100% of the Company’s revenues for the years ended December 31, 2019 and 2018, were recognized when the customer obtained control of the Company’s product, which occurred at a point in time, typically upon delivery to the customer. Unit-Based Compensation Unit-based payments to employees, including grants of employee stock options are recognized as compensation expense in the financial statements based on their fair values, in accordance with FASB Accounting Standards Codification (“ASC”) Topic 718. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). The Company had no common stock options or common stock equivalents granted or outstanding for all periods presented. The Company may issue units as compensation in future periods for employee services. The Company may issue restricted units to consultants for various services. Cost for these transactions will be measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The value of the common stock is to be measured at the earlier of: (i) the date at which a firm commitment for performance by the counterparty to earn the equity instruments is reached, or (ii) the date at which the counterparty's performance is complete. The Company may issue units as compensation in future periods for services associated with the registration of the common units. Convertible Instruments The Company evaluates and accounts for conversion options embedded in convertible instruments in accordance with ASC 815, Derivatives and Hedging Activities. Applicable accounting principles generally accepted in the United States of America (“GAAP”) require companies to bifurcate conversion options from their host instruments and account for them as free-standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The Company accounts for convertible instruments (when it has been determined that the embedded conversion options should not be bifurcated from their host instruments) as follows: The Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption. The Company accounts for the conversion of convertible debt when a conversion option has been bifurcated using the general extinguishment standards. The debt and equity linked derivatives are removed at their carrying amounts and the units issued are measured at their then-current fair value, with any difference recorded as a gain or loss on extinguishment of the two separate accounting liabilities. Fair Value The Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures”, which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements. The carrying values of the Company’s notes payables, convertible notes, and accounts payable and accrued expenses approximates their fair values because of the short-term nature of these instruments. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1 — quoted prices in active markets for identical assets or liabilities Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable Level 3 — inputs that are unobservable (for example cash flow modeling inputs based on assumptions) For the year ended December 31, 2018, the Company recognized a gain of $84,268 on the change in fair value of its derivative liabilities, which were settled during 2018. There were no assets or liabilities reported at fair value on a recurring basis as of December 31, 2019 and 2018. During the year ended December 31, 2018, the Company used a Black-Scholes option-pricing model and the following assumptions to estimate the fair value of derivative liabilities: annual dividend – 0%, expected life (years) .25 years, risk-free interest rate – 8%, and expected volatility – 20-30%. Basic and Diluted Net Loss Per Unit The Company computes net loss per unit in accordance with FASB ASC 260, “Earnings per Share”. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the statement of operations. Basic EPS is computed by dividing net loss available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including stock options, using the treasury stock method, and convertible notes, using the if-converted method. Diluted EPS excludes all dilutive potential common shares if their effect is anti-dilutive. 10,676,133 shares underlying convertible notes were excluded from the calculation of diluted loss per share for the year ended December 31, 2019 because their effect was antidilutive. Income Taxes The Company is considered a partnership for income tax purposes. Accordingly, the partners report the partnership's taxable income or loss on their individual tax returns. Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that may have an impact on the Company’s accounting and reporting. The Company believes that such recently issued accounting pronouncements and other authoritative guidance for which the effective date is in the future either will not have an impact on its accounting or reporting or that such impact will not be material to its financial position, results of operations, and cash flow when implemented. On June 20, 2018, the FASB issued ASU 2018-07 which simplifies the accounting for share-based payments granted to nonemployees for goods and services. Under the ASU, most of the guidance on such payments to nonemployees would be aligned with the requirements for share-based payments granted to employees. Previously, share-based payment arrangements to nonemployees were accounted for under ASC 718, while nonemployee share-based payments issued for goods and services were accounted for under ASC 505-50. Before the amendment, the major difference for the Company (but not limited to) was the determination of measurement date which generally is the date on which the measurement of equity classified share-based payments becomes fixed. Equity classified share-based payments for employees was fixed at the time of grant. Equity-classified nonemployee share-based payment awards are no longer measured at the earlier of the date which a commitment for performance by the counterparty is reached or the date at which the counterparty’s performance is complete. They are now measured at the grant date of the award which is the same as share-based payments for employees. The Company adopted the requirements of the new rule as of January 1, 2019, the effective date of the new guidance. |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Dec. 31, 2019 | |
GOING CONCERN [Abstract] | |
GOING CONCERN | NOTE 3: GOING CONCERN The accompanying financial statements have been prepared on a going concern basis, which contemplates the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company incurred a net loss of $1,179,010 for the year ended December 31, 2019 and has an accumulated deficit of $9,778,394 and a working capital deficit of $1,704,753 at December 31, 2019. The continuation of the Company as a going concern is dependent upon, among other things, the continued financial support from its common unit holders, the ability of the Company to obtain necessary equity or debt financing, and the attainment of profitable operations. These factors, among others, raise substantial doubt regarding the Company’s ability to continue as a going concern. There is no assurance that the Company will be able to generate sufficient revenues in the future. These financial statements do not give any effect to any adjustments that would be necessary should the Company be unable to continue as a going concern. The Company plans to pursue equity funding to expand its brand. Through equity funding and the current operations, including the acquisition of the Vapor line of business, the Company expects to meet its current capital needs. There can be no assurance that the Company will be able raise sufficient working capital. If the Company is unable to raise the necessary working capital through the equity funding it will be forced to continue relying on cash from operations in order to satisfy its current working capital needs. |
NOTES PAYABLE
NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2019 | |
Notes Payable [Abstract] | |
NOTES PAYABLE | NOTE 4: NOTES PAYABLE On April 5, 2018, the Company issued a Promissory Note in the principal amount of $100,001 (the “Surplus Note”) to Surplus Depot Inc., an unaffiliated third party (“Surplus”). The principal amount due under the Surplus Note bears interest at the rate of 24% per annum, and permits Surplus to deduct one ACH payment from the Company’s bank account in the amount of $500 per business day until the principal amount due and accrued interest is repaid. Any unpaid principal amount and any accrued interest is due on April 5, 2019. The Surplus Note is unsecured. The balance of the notes as of December 31, 2018 was $15,525, which was paid in full during the year ended December 31, 2019. On May 30, 2018, the Company issued a promissory note in the principal amount of $100,001 (the “May 2018 Sunshine Note”) to Sunshine Travel, Inc., an unaffiliated third party (“Sunshine Travel”). The principal amount due under the May 2018 Sunshine Note bears interest at the rate of 24% per annum, and permits Sunshine Travel to deduct one ACH payment from the Company’s bank account in the amount of $500 per business day until the principal amount due and accrued interest is repaid. Any unpaid principal amount and any accrued interest is due on May 30, 2019. The balance of the notes as of December 31, 2018 was $32,120, which was paid in full during the year ended December 31, 2019. On August 16, 2018, the Company issued a promissory note in the principal amount of $100,001 (the “August 2018 Sunshine Note”) to Sunshine Travel. The principal amount due under the Sunshine Travel Note bears interest at the rate of 24% per annum, permits Sunshine Travel to deduct one ACH payment from the Company’s bank account in the amount of $500 per business day until the principal amount due and accrued interest is repaid. Any unpaid principal amount and any accrued interest is due on August 16, 2019. The August 2018 Sunshine Note is unsecured. The balance of the notes as of December 31, 2018 was $62,435, which was paid in full during the year ended December 31, 2019. On September 6, 2018, the Company issued the Amended and Restated Secured Promissory Note in the principal amount of $582,260 (the “A&R Note”). The principal amount of the A&R Note represents (i) $500,000 which Healthier Choices Management Corp. (HCMC) loaned to the Company on September 6, 2018, and (ii) $82,260, which represents the aggregate amount owed by the Company under the Original Notes as of September 6, 2018. The A&R Note, which has a maturity date of September 6, 2021, had the effect of amending and restating the Note and bears interest at the rate of 7% per annum. Pursuant to the terms of the A&R Note, the Company agreed to pay HCMC 155 weekly payments of $4,141, commencing on September 14, 2018 and ending on September 14, 2021, and a balloon payment for all remaining accrued interest and principal in the 156th week. The Company at its option has the right, by giving 15 business days’ advance notice to HCMC, to prepay a portion or all amounts outstanding under the A&R Note without penalty or premium. The balance of the note as of December 31, 2019 and 2018 was $343,387 and $530,606, respectively. On July 22, 2019, the Company issued a promissory note in the principal amount of $250,000 (the “Lendistry Note”) to Lendistry, LLC. The principal amount due under the Lendistry Note bears interest at the rate of 24% per annum, and permits Lendistry, LLC to deduct weekly ACH payments from the Company’s bank account in the amount of $1240 plus up to 11% of Credit Card Sales until the principal amount due and accrued interest is repaid. Any unpaid principal amount and any accrued interest is due on July 25, 2025. The Lendistry Note is unsecured. The balance of the note as of December 31, 2019 was $214,340 . On September 13, 2019, the Company issued a promissory note in the principal amount of $95,000 (“BlueVine Note”) to BlueVine Capital, Inc. The principal amount due under the BlueVine Note bears interest at the rate of 27% per annum, and requires weekly payments of $4,062 until the principal amount due and accrued interest is repaid. Any unpaid principal amount and any accrued interest is due on July 13, 2025. The BlueVine Note is unsecured. The balance of the note as of December 31, 2019 was $42,605. On September 17, 2019, the Company issued a promissory note in the principal amount of $100,000 (the “Kabbage Note”) to Kabbage, Inc. The principal amount due under the Kabbage Note bears interest at an annual rate of 37%, and requires monthly payments of principal and interest of $10,083 through maturity in September 2020. The Kabbage Note is unsecured. The balance of the note as of December 31, 2019 was $84,089. On September 24, 2019, the Company entered not a working capital account agreement with Paypal Working Capital (“Paypal Note”), pursuant to which the Company borrowed $37,000, requiring repayment in amounts equal to 30% of sales collections processed through Paypal, but no less than $4,143, every 90 days, until the total amount of payments equals $41,430. The balance of the loan as of December 31, 2019 is $41,435. On December 23, 2019, the Company issued a promissory note in the principal amount of $23,300 (the “Kabbage Note #2”) to Kabbage, Inc. The principal amount due under the Kabbage Note bears interest at an annual rate of 37%, and requires monthly payments of principal and interest of $2,349 through maturity in December 2020. The Kabbage Note #2 is unsecured. The balance of the note as of December 31, 2019 was $23,300. The following is a summary of notes payable activity for the years ended December 31, 2019 and 2018: Balance at January 1, 2019 $ - New issuances 882,263 Repayments of principal (241,575) Balance at December 31, 2018 $ 640,688 New issuances 505,300 Repayments of principal (396,832) Balance at December 31, 2019 $ 749,156 |
NOTES PAYABLE - RELATED PARTIES
NOTES PAYABLE - RELATED PARTIES | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
NOTES PAYABLE - RELATED PARTIES | NOTE 5: NOTES PAYABLE – RELATED PARTIES On March 30, 2018, the Company issued an unsecured promissory note (the “Greg Pan Note”) in the principal amount of $100,001 to Mr. Greg Pan. Mr. Greg Pan is a director of the General Partner and owns a significant percentage of the Company’s outstanding common units. Any unpaid principal amount and any accrued interest is due on March 30, 2019. The principal amount due under the Greg Pan Note bears interest at the rate of 24% per annum. Pursuant to the terms of the Greg Pan Note, Mr. Greg Pan may deduct one ACH payment from the Company’s bank account in the amount of $500 per business day until the principal amount due and accrued interest is repaid. The balance of the note as of December 31, 2018 was $13,135, which was fully paid during the year ended December 31, 2019. On May 4, 2018, the Company issued a promissory note in the principal amount of $100,001 (the “May 2018 Frija Note”) to Kevin Frija, the Company’s Chief Executive Officer, President, principal financial and accounting officer and Chairman of the Board, and a significant stockholder of the Company. The principal amount due under the May 2018 Frija Note bears interest at the rate of 24% per annum, and permits Mr. Frija to deduct one ACH payment from the Company’s bank account in the amount of $500 per business day until the principal amount due and accrued interest is repaid. Any unpaid principal amount and any accrued interest is due on May 4, 2019. The May 2018 Frija Note is unsecured. The balance of the note as of December 31, 2018 was $59,055, which was fully paid during the year ended December 31, 2019. On June 15, 2018, the Company issued a promissory note in the principal amount of $100,001 (the “June 2018 Frija-Hoff Note”) to Daniel Hoff and Kevin Frija jointly. The principal amount due under the June 2018 Frija-Hoff Note bears interest at the rate of 24% per annum, and permits Messrs. Hoff and Frija to deduct one ACH payment from the Company’s bank account in the amount of $500 per business day until the principal amount due and accrued interest is repaid. Any unpaid principal amount and any accrued interest is due on June 15, 2019. The June 2018 Frija-Hoff Note is unsecured. The balance of the note as of December 31, 2018 was $42,029, which was fully paid during the year ended December 31, 2019. On July 23, 2018, the Company issued the July 2018 Frija Note in the principal amount of $100,001 to Kevin Frija, the Company’s Chief Executive Officer, President, principal financial officer, principal accounting officer and Chairman of the Board, and a significant unitholder of the Company. The principal amount due under the July 2018 Frija Note bears interest at the rate of 24% per annum, and permits Mr. Frija to deduct one ACH payment from the Company’s bank account in the amount of $500 per business day until the principal amount due and accrued interest is repaid. Any unpaid principal amount and any accrued interest is due on July 23, 2019. The July 2018 Frija Note is unsecured. The balance of the note as of December 31, 2018 was $53,055, which was fully paid during the year ended December 31, 2019. On August 24, 2018, the Company issued a promissory note in the principal amount of $100,001 (the “August 2018 Hoff/Frija Note”) to Daniel Hoff and Kevin Frija jointly. Mr. Hoff is the Company’s Chief Operating Officer. Mr. Frija is the Company’s Chief Executive Officer, President, principal financial officer, principal accounting officer and Chairman of the Board, and a significant unitholder of the Company. The principal amount due under the August 2018 Hoff/Frija Note bears interest at the rate of 24% per annum, permits Messrs. Hoff and Frija to deduct one ACH payment from the Company’s bank account in the amount of $500 per business day until the principal amount due and accrued interest is repaid. Any unpaid principal amount and any accrued interest is due on August 24, 2019. The August 2018 Hoff/Frija Note is unsecured. The balance of the note as of December 31, 2018 was $27,585, which was fully paid during the year ended December 31, 2019. On December 3, 2018, the Company issued the December 2018 Frija Note in the principal amount of $100,001 to Kevin Frija, the Company’s Chief Executive Officer, President, principal financial officer, principal accounting officer and Chairman of the Board, and a significant unitholder of the Company. The principal amount due under the December 2018 Frija Note bears interest at the rate of 24% per annum, and permits Mr. Frija to deduct one ACH payment from the Company’s bank account in the amount of $500 per business day until the principal amount due and accrued interest is repaid. Any unpaid principal amount and any accrued interest is due on December 3, 2019. The December 2018 Frija Note is unsecured. The balance of the note as of December 31, 2018 was $91,786, which was fully paid during the year ended December 31, 2019. On December 12, 2018, the Company issued a promissory note in the principal amount of $100,001 (the “December 2018 Frija-Hoff Note”) to Daniel Hoff and Kevin Frija jointly. The principal amount due under the December 2018 Frija-Hoff Note bears interest at the rate of 24% per annum, and permits Messrs. Hoff and Frija to deduct one ACH payment from the Company’s bank account in the amount of $500 per business day until the principal amount due and accrued interest is repaid. Any unpaid principal amount and any accrued interest is due on December 12, 2019. The balance of the note as of December 31, 2018 was $98,420, which was fully paid during the year ended December 31, 2019. On February 1, 2019, the Company issued a promissory note in the principal amount of $100,001 (the “February 2019 Frija Note”) to Kevin Frija. Mr. Frija is the Company’s Chief Executive Officer, President, principal financial officer, principal accounting officer and Chairman of the Board, and a significant unitholder of the Company. The principal amount due under the February 2019 Frija Note bears interest at the rate of 24% per annum, permits Mr. Frija to deduct one ACH payment from the Company’s bank account in the amount of $500 per business day until the principal amount due and accrued interest is repaid. Any unpaid principal amount and any accrued interest is due on February 1, 2020. The February 2019 Frija Note is unsecured. The balance of the note as of December 31, 2019 was $12,798. On June 14, 2019, the Company issued a promissory note in the principal amount of $100,001 (the “June 2019 Frija/Hoff Note”) to Kevin Frija and Dan Hoff. Mr. Frija is the Company’s Chief Executive Officer, President, principal financial officer, principal accounting officer and Chairman of the Board, and a significant unitholder of the Company. Mr. Hoff is the Company’s Chief Operating Officer. The principal amount due under the June 2019 Frija/Hoff Note bears interest at the rate of 24% per annum, permits Messrs. Frija and Hoff to deduct one ACH payment from the Company’s bank account in the amount of $500 per business day until the principal amount due and accrued interest is repaid. Any unpaid principal amount and any accrued interest is due on June 14, 2020. The June 2019 Frija/Hoff Note is unsecured. The balance of the note as of December 31, 2019 was $51,265. On July 5, 2019, the Company issued a Note in the principal amount of $100,001 (“July 2019 Frija Note”) to Kevin Frija, the Company’s Chief Executive Officer, President, principal financial officer, principal accounting officer and Chairman of the Board, and a significant unitholder of the Company. The principal amount due under the July 2019 Frija Note bears interest at the rate of 24% per annum, and permits Mr. Frija to deduct one ACH payment from the Company’s bank account in the amount of $500 per business day until the principal amount due and accrued interest is repaid. Any unpaid principal amount and any accrued interest is due in July 2020. The July 2019 Frija Note is unsecured. The balance of the note as of December 31, 2019 was $57,145. On October 7, 2019, the Company issued a Note in the principal amount of $100,001 (“July 2019 Frija Note”) to Kevin Frija, the Company’s Chief Executive Officer, President, principal financial officer, principal accounting officer and Chairman of the Board, and a significant unitholder of the Company. The principal amount due under the July 2019 Frija Note bears interest at the rate of 24% per annum, and permits Mr. Frija to deduct one ACH payment from the Company’s bank account in the amount of $500 per business day until the principal amount due and accrued interest is repaid. Any unpaid principal amount and any accrued interest is due in July 2020. The July 2019 Frija Note is unsecured. The balance of the note as of December 31, 2019 was $80,728. On November 8, 2019, the Company issued a Note in the principal amount of $100,001 (“July 2019 Frija Note”) to Kevin Frija, the Company’s Chief Executive Officer, President, principal financial officer, principal accounting officer and Chairman of the Board, and a significant unitholder of the Company. The principal amount due under the July 2019 Frija Note bears interest at the rate of 24% per annum, and permits Mr. Frija to deduct one ACH payment from the Company’s bank account in the amount of $500 per business day until the principal amount due and accrued interest is repaid. Any unpaid principal amount and any accrued interest is due in July 2020. The July 2019 Frija Note is unsecured. The balance of the note as of December 31, 2019 was $89,033. On November 15, 2019, the Company issued a Note in the principal amount of $100,001 (“July 2019 Frija Note”) to Kevin Frija, the Company’s Chief Executive Officer, President, principal financial officer, principal accounting officer and Chairman of the Board, and a significant unitholder of the Company. The principal amount due under the July 2019 Frija Note bears interest at the rate of 24% per annum, and permits Mr. Frija to deduct one ACH payment from the Company’s bank account in the amount of $500 per business day until the principal amount due and accrued interest is repaid. Any unpaid principal amount and any accrued interest is due in July 2020. The July 2019 Frija Note is unsecured. The balance of the note as of December 31, 2019 was $90,646. On December 9, 2019, the Company issued a Note in the principal amount of $100,001 (“July 2019 Frija Note”) to Kevin Frija, the Company’s Chief Executive Officer, President, principal financial officer, principal accounting officer and Chairman of the Board, and a significant unitholder of the Company. The principal amount due under the July 2019 Frija Note bears interest at the rate of 24% per annum, and permits Mr. Frija to deduct one ACH payment from the Company’s bank account in the amount of $500 per business day until the principal amount due and accrued interest is repaid. Any unpaid principal amount and any accrued interest is due in July 2020. The July 2019 Frija Note is unsecured. The balance of the note as of December 31, 2019 was $95,392. On December 16, 2019, the Company issued a Note in the principal amount of $100,001 (“July 2019 Frija Note”) to Kevin Frija, the Company’s Chief Executive Officer, President, principal financial officer, principal accounting officer and Chairman of the Board, and a significant unitholder of the Company. The principal amount due under the July 2019 Frija Note bears interest at the rate of 24% per annum, and permits Mr. Frija to deduct one ACH payment from the Company’s bank account in the amount of $500 per business day until the principal amount due and accrued interest is repaid. Any unpaid principal amount and any accrued interest is due in July 2020. The July 2019 Frija Note is unsecured. The balance of the note as of December 31, 2019 was $100,001. The following is a summary of notes payable – related parties activity for the years ended December 31, 2019 and 2018: Balance at January 1, 2018 $ - New borrowings 700,007 Repayments of principal (314,963) Balance at December 31, 2018 385,044 New borrowings 800,004 Repayments of principal (608,040) Balance at December 31, 2019 $577,008 |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2019 | |
Convertible Notes Payable [Abstract] | |
CONVERTIBLE NOTES PAYABLE | NOTE 6: CONVERTIBLE NOTES PAYABLE Acquisition Note In connection with a business acquisition there was a $500,000 loan from Vapor to the Company, a secured, 36-month promissory note from the Company to Vapor in the principal amount of $500,000 (the “Secured Promissory Note”; together with the Acquisition Note, are referred to herein as the “Notes”) bearing an interest rate of prime plus 2% (which rate resets annually on July 29th), which payments thereunder are $14,000 per month, with such payments deferred and commencing on January 26, 2017, with subsequent installments payable on the same day of each month thereafter and in the 37th month (on July 29, 2019), a balloon payment for all remaining accrued interest and principal. In March 2017 this note holder sold the Acquisition Note to DiamondRock, LLC. DiamondRock has the right to convert the outstanding and unpaid principal amount and accrued and unpaid interest of the respective tranche of the Note into common units of the Company, subject to the limitation that DiamondRock may not complete a conversion if doing so would cause DiamondRock to own in excess of 4.99% of the Company’s outstanding units, provided that DiamondRock may waive that limitation and increase the ownership cap to up to 9.99%. The conversion price for any conversion under the Note is equal to the lesser of (i) $0.50 and (ii) 65% of the volume weighted average trading price of the Company’s common over the 7 trading days ending on the last complete trading day prior to the date of the conversion. In addition, in the event that the Company enters into certain transactions with other parties that provide for a conversion price at a larger discount (than 35%) to the trading price of the Company’s common units, or provides for a longer look-back period, then the conversion price and look-back period under the Note will be adjusted to be such lower conversion price and longer look-back period, as applicable. As of December 31, 2019 and 2018, the balance outstanding was $25,000. Brikor Note On February 15, 2019, the Company issued a senior convertible promissory note in the principal amount of $200,000 to Brikor LLC. The principal amount due under the Brikor Note bears interest at the rate of 18% per annum. The principal amount and accrued but unpaid interest (to the extent not converted in accordance with the terms of the Brikor Note) is due and payable on the third anniversary of the issue date. The Brikor Note and the amounts payable thereunder are unsecured obligations of the Company and shall be senior in right of payment and otherwise to all indebtedness, as provided in the Brikor Note. At any time after the first anniversary of the issue date, the holder may require the Company, upon at least 30 business days’ written notice, to redeem all or any portion of the Brikor Note. The portion of the Brikor Note subject to redemption will be redeemed by the Company in cash. The Brikor Note is convertible into common units of the Company. Pursuant to the terms of the Brikor Note, Brikor has the right, at its option, to convert any portion of the outstanding and unpaid Conversion Amount (as hereinafter defined) into common units in accordance with the provisions of the Brikor Note at the Conversion Rate (as hereinafter defined). The number of common units issuable upon conversion of any Conversion Amount will be determined by dividing (x) such Conversion Amount by (y) $0.10 (subject to adjustment as set forth in the Brikor Note) (such result, the “Conversion Rate”). “Conversion Amount” means the sum of (A) the portion of the principal balance of the Brikor Note to be converted with respect to which the determination is being made, (B) accrued and unpaid interest with respect to such principal balance, if any, and (C) the Default Balance (other than any amount thereof within the purview of foregoing clauses (A) or (B)), if any. The balance of the note as of December 31, 2019 was $200,000. Interest expense for year ended December 31, 2019 totaled $23,000, of which $1,300 is included in accrued interest as of December 31, 2019. Daiagi and Daiagi Note On February 15, 2019, the Company issued a senior convertible promissory note in the principal amount of $200,000 (the “Daiagi and Daiagi Note”) to Mike Daiagi and Mathew Daiagi jointly (the “Daiagis”). The principal amount due under the Daiagi and Daiagi Note bears interest at the rate of 18% per annum. The principal amount and accrued but unpaid interest (to the extent not converted in accordance with the terms of the Daiagi and Daiagi Note) is due and payable on the third anniversary of the issue date. The Daiagi and Daiagi Note and the amounts payable thereunder are unsecured obligations of the Company and shall be senior in right of payment and otherwise to all indebtedness, as provided in the Daiagi and Daiagi Note. At any time after the first anniversary of the issue date, the holder may require the Company, upon at least 30 business days’ written notice, to redeem all or any portion of the Daiagi and Daiagi Note. The portion of the Daiagi and Daiagi Note subject to redemption will be redeemed by the Company in cash. The Daiagi and Daiagi Note is convertible into common units of the Company. Pursuant to the terms of the Daiagi and Daiagi Note, the Daiagis have the right, at their option, to convert any portion of the outstanding and unpaid Conversion Amount into common units in accordance with the provisions of the Daiagi and Daiagi Note at the Conversion Rate. The number of common units issuable upon conversion of any Conversion Amount will be determined by dividing (x) such Conversion Amount by (y) $0.10 (subject to adjustment as set forth in the Daiagi and Daiagi Note). The balance of the note as of December 31, 2019 was $200,000. Interest expense for year ended December 31, 2019 totaled approximately $23,000. Amber Investments Note On February 15, 2019, the Company issued a senior convertible promissory note in the principal amount of $200,000 (the “Amber Investments Note”) to Amber Investments LLC (“Amber Investments”). The principal amount due under the Amber Investments Note bears interest at the rate of 18% per annum. The principal amount and accrued but unpaid interest (to the extent not converted in accordance with the terms of the Amber Investments Note) is due and payable on the third anniversary of the issue date. The Amber Investments Note and the amounts payable thereunder are unsecured obligations of the Company and shall be senior in right of payment and otherwise to all indebtedness, as provided in the Amber Investments Note. At any time after the first anniversary of the issue date, the holder may require the Company, upon at least 30 business days’ written notice, to redeem all or any portion of the Amber Investments Note. The portion of the Amber Investments Note subject to redemption will be redeemed by the Company in cash. The Amber Investments Note is convertible into common units of the Company. Pursuant to the terms of the Amber Investments Note, Amber Investments has the right, at its option, to convert any portion of the outstanding and unpaid Conversion Amount into common units in accordance with the provisions of the Amber Investments Note at the Conversion Rate. The number of common units issuable upon conversion of any Conversion Amount will be determined by dividing (x) such Conversion Amount by (y) $0.10 (subject to adjustment as set forth in the Amber Investments Note). The balance of the note as of December 31, 2019 was $200,000. Interest expense for year ended December 31, 2019 totaled approximately $31,266, of which $1,300 is included in accrued interest as of December 31, 2019. K & S Pride Note On February 19, 2019, the Company issued a senior convertible promissory note in the principal amount of $200,000 (the “K & S Pride Note”) to K & S Pride Inc. (“K & S Pride”). The principal amount due under the K & S Pride Note bears interest at the rate of 18% per annum. The principal amount and accrued but unpaid interest (to the extent not converted in accordance with the terms of the K & S Pride Note) is due and payable on the third anniversary of the issue date. The K & S Pride Note and the amounts payable thereunder are unsecured obligations of the Company and shall be senior in right of payment and otherwise to all indebtedness, as provided in the K & S Pride Note. At any time after the first anniversary of the issue date, the holder may require the Company, upon at least 30 business days’ written notice, to redeem all or any portion of the K & S Pride Note. The portion of the K & S Pride Note subject to redemption will be redeemed by the Company in cash. The K & S Pride Note is convertible into common units of the Company. Pursuant to the terms of the K & S Pride Note, K & S Pride has the right, at its option, to convert any portion of the outstanding and unpaid Conversion Amount into common units in accordance with the provisions of the K & S Pride Note at the Conversion Rate. The number of common units issuable upon conversion of any Conversion Amount will be determined by dividing (x) such Conversion Amount by (y) $0.10 (subject to adjustment as set forth in the K & S Pride Note). The balance of the note as of December 31, 2019 was $200,000. Interest expense for year ended December 31, 2019 totaled approximately $32,000. Surplus Depot Note On February 20, 2019, the Company issued a senior convertible promissory note in the principal amount of $200,000 (the “Surplus Depot Note”) to Surplus Depot Inc. (“Surplus Depot”). The principal amount due under the K & S Pride Note bears interest at the rate of 18% per annum. The principal amount and accrued but unpaid interest (to the extent not converted in accordance with the terms of the Surplus Depot Note) is due and payable on the third anniversary of the issue date. The Surplus Depot Note and the amounts payable thereunder are unsecured obligations of the Company and shall be senior in right of payment and otherwise to all indebtedness, as provided in the Surplus Depot Note. At any time after the first anniversary of the issue date, the holder may require the Company, upon at least 30 business days’ written notice, to redeem all or any portion of the Surplus Depot Note. The portion of the Surplus Depot Note subject to redemption will be redeemed by the Company in cash. The Surplus Depot Note is convertible into common units of the Company. Pursuant to the terms of the Surplus Depot Note, Surplus Depot has the right, at its option, to convert any portion of the outstanding and unpaid Conversion Amount into common units in accordance with the provisions of the Surplus Depot Note at the Conversion Rate. The number of common units issuable upon conversion of any Conversion Amount will be determined by dividing (x) such Conversion Amount by (y) $0.10 (subject to adjustment as set forth in the Surplus Depot Note). The balance of the note as of December 31, 2019 was $200,000. Interest expense for year ended December 31, 2019 totaled approximately $32,000. The following is a summary of convertible notes payable activity for the years ended December 31, 2019 and 2018: Balance at January 1, 2018 $ 25,000 Balance at December 31, 2018 25,000 New borrowings 1,000,000 Balance at December 31, 2019 $1,025,000 |
PARTNERS' DEFICIT
PARTNERS' DEFICIT | 12 Months Ended |
Dec. 31, 2019 | |
Stockholders' Equity Note [Abstract] | |
PARTNERS' DEFICIT | NOTE 7: PARTNERS’ DEFICIT During the year ended December 31, 2019, the Company granted 1,680,721 common units to board members, employees and consultants. The Company recorded the fair value of the units of $84,313, based on the closing price of the units on the grant dates, as compensation expense for the year ended December 31, 2019. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 8: COMMITMENTS AND CONTINGENCIES Lease Agreement As a result of the July 2016 acquisition, the Company negotiated a three-year lease for its office and warehouse facility. The lease requires monthly payments as follows: December 15, 2018 to June 14, 2019 $10,190 June 15, 2019 to November 15, 2019 $10,690 The Company recorded a right to use obligation equal to the present value of remaining payments of minimum required lease payments, of which none remained as of December 31, 2019, all of which was payable within one year. The Company amortized $87,114 of the right to use asset during the year ended December 31, 2019. Rent expense for the year ended December 31, 2018 was $85,865. In October 2019, the Company entered into a 5-year lease of approximately 9,9819 square feet of warehouse store and office space with an entity of which the Company’s chief executive officer is an owner. The lease requires base monthly rent of $11,100. The Company has annual options to extend for one-year, during which period rent will increase 3% annually. Future minimum payment on the lease are as follows: Years Ending December 31, 2020 $133,200 2021 133,200 2022 133,200 2023 133,200 2024 122,100 Total $654,900 The Company recorded a right to use asset and obligation of $299,500, equal to the present value of remaining payments of minimum required lease payments. The Company amortized $15,683 of the right to use asset during the year ended December 31, 2019. Rent expense for the year ended December 31, 2019 and 2018 was $139,155 and $85,865, respectively. Legal Matters From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. There are no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of our operations and there are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial unitholder, is an adverse party or has a material interest adverse to our interest. |
CONCENTRATION OF CREDIT RISK
CONCENTRATION OF CREDIT RISK | 12 Months Ended |
Dec. 31, 2019 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATION OF CREDIT RISK | NOTE 9: CONCENTRATION OF CREDIT RISK One customer accounted for approximately 14% of the Company’s revenue for the year ended December 31, 2018. As of December 31, 2018, two customers accounted for approximately 30% and 14% of accounts receivable. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10: SUBSEQUENT EVENTS COVID-19 In March 2020, the World Health Organization declared the novel coronavirus (COVID-19) a global pandemic and recommended containment and mitigation measures worldwide. The spread of COVID-19 has affected segments of the global economy and may affect our operations, including the potential interruption of our supply chain. We are monitoring this situation closely, and although operations have not been materially affected by the COVID-19 outbreak to date, the ultimate duration and severity of the outbreak and its impact on the economic environment and our business is uncertain. The spread of COVID-19, or another infectious disease, could also negatively affect the operations at our third-party manufacturers, which could result in delays or disruptions in the supply of our products. In addition, we may take temporary precautionary measures intended to help minimize the risk of the virus to our employees, including temporarily requiring all employees to work remotely, suspending all non-essential travel worldwide for our employees, and discouraging employee attendance at industry events and in-person work-related meetings, which could negatively affect our business. The extent to which COVID-19 impacts our operations will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration of the outbreak, new information which may emerge concerning the severity of COVID-19 and the actions to contain the coronavirus or treat its impact, among others. In particular, the continued spread of the coronavirus globally could adversely impact our operations, including among others, our manufacturing and supply chain, sales and marketing and could have an adverse impact on our business and our financial results. The COVID-19 outbreak is a widespread health crisis that has adversely affected the economies and financial markets of many countries, resulting in an economic downturn that could affect demand for our products and likely impact our operating results. Notes Payable On January 10, 2020, the Company issued a promissory note in the principal amount of $100,001 (the “Note”) to Kevin Frija, who is the Company’s Chief Executive Officer, President, principal financial officer, principal accounting officer and Chairman of the Board, and a significant unitholder of the Company. The principal amount due under the Note bears interest at the rate of 24% per annum, and the Note permits Mr. Frija to deduct one ACH payment from the Company’s bank account in the amount of $500 per business day until the principal amount due and accrued interest is repaid. Any unpaid principal amount and any accrued interest is due on January 10, 2021. The Note is unsecured. On February 18, 2020, the Company issued a promissory note in the principal amount of $100,001 (the “Note”) to Kevin Frija, who is the Company’s Chief Executive Officer, President, principal financial officer, principal accounting officer and Chairman of the Board, and a significant unitholder of the Company. The principal amount due under the Note bears interest at the rate of 24% per annum, and the Note permits Mr. Frija to deduct one ACH payment from the Company’s bank account in the amount of $500 per business day until the principal amount due and accrued interest is repaid. Any unpaid principal amount and any accrued interest is due on February 18, 2021. The Note is unsecured. On April 6, 2020, the Company issued a promissory note in the principal amount of $100,001 (the “Note”) to Kevin Frija, who is the Company’s Chief Executive Officer, President, principal financial officer, principal accounting officer and Chairman of the Board, and a significant unitholder of the Company. The principal amount due under the Note bears interest at the rate of 24% per annum, and the Note permits Mr. Frija to deduct one ACH payment from the Company’s bank account in the amount of $500 per business day until the principal amount due and accrued interest is repaid. Any unpaid principal amount and any accrued interest is due on April 6, 2021. The Note is unsecured. Amendment to Partnership Agreement On January 23, 2020, executed the Second Amendment (the “Second Amendment”) to Limited Partnership Agreement (the “Agreement”) in order to create a new class of Company securities titled Class A preferred units. Pursuant to Section 5.6 of the Agreement, Soleil Capital Management LLC, the Company’s general partner (the “General Partner”) may, without the approval of the Company’s limited partners, issue additional Company securities for any Company purpose at any time and from time to time for such consideration and on such terms and conditions as the General Partner shall determine in its sole discretion, all without the approval of any limited partners, and that each additional Company interest authorized to be issued by the Company may be issued in one or more classes, or one of more series of any such classes, with such designations, preferences, rights, powers and duties as shall be fixed by the General Partner in its sole discretion. Pursuant to Section 13.1 of the Agreement, the General Partner may, without the approval of any partner, any unitholder or any other person, amend any provision of the Agreement to reflect any amendment expressly permitted in the Agreement to be made by the General Partner acting along, therefore including the creation of a new class of Company securities. The designation, powers, preferences and rights of the Class A preferred units and the qualifications, limitations and restrictions thereof are contained in the Second Amendment, and are summarized as follows: Number and Stated Value. Rights. Dividends. Rate Liquidation pari passu pari passu Conversion Rights. Conversion Conversion Price Conversion Limitation Equity Purchase Agreement On February 19, 2020 (the “Execution Date”), the Company entered into an Equity Purchase Agreement (the “Equity Purchase Agreement”) with DiamondRock, LLC (the “Investor”) pursuant to which, upon the terms and subject to the conditions thereof, the Investor committed to purchase shares of the Company’s common units (the “Put Shares”) at an aggregate purchase price of up to $5,000,000 (the “Maximum Commitment Amount”) over the course of the commitment period. Pursuant to the terms of the Equity Purchase Agreement, the commitment period will commence upon the initial effective date of the Form S-1 Registration Statement planned to be filed to register the Put Shares in accordance with the Registration Rights Agreement as further described below and will end on the earlier of (i) the date on which the Investor has purchased Put Shares from the Company pursuant to the Equity Purchase Agreement equal to the Maximum Commitment Amount, (ii) the date on which there is no longer an effective registration statement for the Put Shares, (iii) 24 months after the initial effectiveness of the Registration Statement planned to be filed to register the Put Shares in accordance with the Registration Rights Agreement as further described below, or (iv) written notice of termination by the Company to the Investor (which will not occur at any time that the Investor holds any of the Put Shares). From time to time over the term of the Equity Purchase Agreement, commencing on the date on which a registration statement registering the Put Shares (the “Registration Statement”) becomes effective, the Company may, in its sole discretion, provide the Investor with a put notice (each a “Put Notice”) to purchase a specified number of the Put Shares (each a “Put Amount Requested”) subject to the limitations discussed below and contained in the Equity Purchase Agreement. At the end of the five (5) trading days following the clearing date associated with the applicable Put Notice (“Valuation Period”), the purchase price (the “Purchase Price”) shall be computed as 85% of the average daily volume weighted average price of the Company’s common units during the Valuation Period and the number of Put Shares shall be determined for a particular put as the Investment Amount divided by the Purchase Price. The Put Amount Requested pursuant to any single Put Notice must have an aggregate value of at least $25,000, and cannot exceed the lesser of (i) $250,000, or (ii) 150% of the average daily trading value of the common units in the five trading days immediately preceding the Put Notice. In order to deliver a Put Notice, certain conditions set forth in the Equity Purchase Agreement must be met, as provided therein. In addition, the Company is prohibited from delivering a Put Notice if: (i) the sale of Put Shares pursuant to such Put Notice would cause the Company to issue and sell to the Investor, or the Investor to acquire or purchase, a number of shares of the Company’s common units that, when aggregated with all shares of common units purchased by the Investor pursuant to all prior Put Notices issued under the Equity Purchase Agreement, would exceed the Maximum Commitment Amount; or (ii) the issuance of the Put Shares would cause the Company to issue and sell to Investor, or the Investor to acquire or purchase, an aggregate number of shares of common units that would result in the Investor beneficially owning more than 4.99% of the issued and outstanding shares of the Company’s common units (the “Beneficial Ownership Limitation”). If the value of the Put Shares based on the Purchase Price determined for a particular put would cause the Company to exceed the Maximum Commitment Amount, then within two (2) trading days following the end of the Valuation Period the Investor shall return to the Company the surplus amount of Put Shares associated with such put. If the number of the Put Shares (Investment Amount divided by Purchase Price) determined for a particular put exceeds the Beneficial Ownership Limitation, then within two (2) trading days following the end of the Valuation Period the Investor shall return to the Company the surplus amount of Put Shares associated with such put. Concurrently, the Company shall return within two (2) trading days following the end of the respective Valuation Period to the Investor, by wire transfer of immediately available funds, the portion of the Investment Amount related to the portion of Put Shares exceeding the Beneficial Ownership Limitation. Further pursuant to the Equity Purchase Agreement, the Company agreed that if the Securities and Exchange Commission (the “SEC”) declares the Registration Statement for the Put Shares effective, then during the 12 month period immediately following the date the SEC declares the Registration Statement for the Put Shares effective, upon any issuance by the Company or any of its subsidiaries of common units or common units equivalents for cash consideration, indebtedness or a combination of units thereof (a “Subsequent Financing”), the Investor shall have the right to participate in up to an amount of the Subsequent Financing (that is not an “Exempt Issuance” as such term is defined in the Equity Purchase Agreement), equal to 50% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in such Subsequent Financing; provided, however, where (i) the person or persons through or with whom such Subsequent Financing is proposed to be effected will not agree to such participation by the Investor and (ii) the Investor will not agree to finance the total amount of such Subsequent Financing in lieu of the person or persons through or with whom such Subsequent Financing is proposed to be effected, the Investor shall have no right to participate in such Subsequent Financing. Further pursuant to the Equity Purchase Agreement, the Company agreed to reserve a sufficient number of shares of its common units for the Investor pursuant to the Equity Purchase Agreement and all other contracts between the Company and the Investor. The Equity Purchase Agreement contains customary representations, warranties, covenants and conditions for a transaction of this type for the benefit of the parties. The foregoing description of the Equity Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Equity Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and which is incorporated herein by reference. Registration Rights Agreement On the Execution Date, the Company also entered into a registration rights agreement (the “Registration Rights Agreement”) with the Investor pursuant to which the Company is obligated to file the Registration Statement to register the resale of the Put Shares. Pursuant to the Registration Rights Agreement, the Company must (i) file the Registration Statement within 45 calendar days from the Execution Date, (ii) use reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act of 1933, as amended (the “Securities Act”), within 90 calendar days after the filing thereof, and (iii) use its reasonable best efforts to keep such Registration Statement continuously effective under the Securities Act until all of the Put Shares have been sold thereunder or pursuant to Rule 144. Pursuant to the Registration Rights Agreement, the Company agreed to pay all reasonable expenses, other than sales or brokerage commissions, incurred in connection with registrations, filings or qualifications pursuant to the Registration Rights Agreement, including, without limitation, all registration, listing and qualifications fees, printers and accounting fees, and fees and disbursements of counsel for the Company. Payroll Protection Plan Loan In December 2019, COVID-19 emerged globally and has been declared a pandemic. The extent to which COVID-19 will impact our customers, business, results and financial condition will depend on current and future developments, which are highly uncertain and cannot be predicted at this time. In April 2020, the Company received a loan in the amount of $203,662 under the Payroll Protection Plan administered by the Small Business Administration. The loan accrues interest at an annual rate of 1%, payments are deferred for six months, and any amounts not forgiven pursuant to the Payroll Protection Plan, are payable over two years. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. |
Cash | Cash Cash includes all cash deposits and highly liquid financial instruments with an original maturity of three months or less. |
Accounts Receivable | Accounts Receivable The Company analyzes the collectability of accounts receivable from continuing operations each accounting period and adjusts its allowance for doubtful accounts accordingly. A considerable amount of judgment is required in assessing the realization of accounts receivables, including the creditworthiness of each customer, current and historical collection history and the related aging of past due balances. The Company evaluates specific accounts when it becomes aware of information indicating that a customer may not be able to meet its financial obligations due to deterioration of its financial condition, lower credit ratings, bankruptcy or other factors affecting the ability to render payment. As of December 31, 2019 and 2018, the Company had an allowance for bad debt of $112,017 and $49,056, respectively. |
Inventory | Inventory Inventory consisting of finished products is stated at the lower of cost or net realizable value. At each balance sheet date, the Company evaluates its ending inventories for excess quantities and obsolescence. This evaluation primarily includes an analysis of forecasted demand in relation to the inventory on hand, among consideration of other factors. The physical condition (e.g., age and quality) of the inventories is also considered in establishing its valuation. Based upon the evaluation, provisions are made to reduce excess or obsolete inventories to their estimated net realizable values. Once established, write-downs are considered permanent adjustments to the cost basis of the respective inventories. These adjustments are estimates, which could vary significantly, either favorably or unfavorably, from the amounts that the Company may ultimately realize upon the disposition of inventories if future economic conditions, customer inventory levels, product discontinuances, sales return levels or competitive conditions differ from the Company’s estimates and expectations. As of December 31, 2019 and 2018, the Company had recorded a provision for obsolescence of $70,679. |
Leases | Leases In February 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02 (Topic 842). Topic 842 amended several aspects of lease accounting, including requiring lessees to recognize leases with a term greater than one year as a right-of-use asset and corresponding liability, measured at the present value of the lease payments. In July 2018, the FASB issued supplemental adoption guidance and clarification to Topic 842 within ASU 2018-10 “Codification Improvements to Topic 842, Leases” and ASU 2018-11 “Leases (Topic 842): Targeted Improvements.” The new guidance aims to increase transparency and comparability among organizations by requiring lessees to recognize lease assets and lease liabilities on the balance sheet and requiring disclosure of key information about leasing arrangements. A modified retrospective application is required with an option to not restate comparative periods in the period of adoption. The Company, effective January 1, 2019, has adopted the provisions of the new standard. The Company decided to use the practical expedients available upon adoption of Topic 842 to aid the transition from current accounting to provisions of Topic 842. The package of expedients will effectively allow the Company to run off existing leases, as initially classified as operating and classify new leases after implementation under the new standard as the business evolves. The Company has an operating lease principally for warehouse and office space. Management evaluates each lease independently to determine the purpose, necessity to its future operations in addition to other appropriate facts and circumstances. The Company adopted Topic 842 using a modified retrospective approach for its existing lease at January 1, 2019. The adoption of Topic 842 impacted the Company’s balance sheet by the recognition of the operating lease right-of-use assets and the liability for operating leases. The lease liability is based on the present value of the remaining lease payments, discounted using a market based incremental borrowing rate as the effective date of January 1, 2019 using current estimates as to lease term including estimated renewals for each operating lease. As of January 1, 2019, the Company recorded an adjustment of approximately $387,000 to operating lease right-to-use asset and the right to use lease liability. |
Revenue Recognition | Revenue Recognition In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes all existing revenue recognition requirements, including most industry specific guidance. This new standard requires a company to recognize revenues when it transfers goods or services to customers in an amount that reflects the consideration that the company expects to receive for those goods or services. The FASB subsequently issued the following amendments to ASU No. 2014-09 that have the same effective date and transition date: ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations; ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing; ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients; and ASU No. 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers. The Company adopted these amendments with ASU 2014-09 (collectively, the new revenue standards). The new revenue standards became effective for the Company on January 1, 2018, and were adopted using the modified retrospective method. The adoption of the new revenue standards as of January 1, 2018 did not change the Company's revenue recognition as the majority of its revenues continue to be recognized when the customer takes control of its product. As the Company did not identify any accounting changes that impacted the amount of reported revenues with respect to its product revenues, no adjustment to retained earnings was required upon adoption. The Company recognizes revenues when its customer obtains control of promised goods or services, in an amount that reflects the consideration which it expects to receive in exchange for those goods. The Company recognizes revenues following the five step model prescribed under ASU No. 2014-09: (i) identify contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenues when (or as) we satisfy the performance obligation. For the years ended December 31, 2019 and 2018, all of the Company’s revenues were recognized at a point in time. Revenues from product sales are recognized when the customer obtains control of the Company’s product, which occurs at a point in time, typically upon delivery to the customer. The Company expenses incremental costs of obtaining a contract as and when incurred if the expected amortization period of the asset that it would have recognized is one year or less or the amount is immaterial. 100% of the Company’s revenues for the years ended December 31, 2019 and 2018, were recognized when the customer obtained control of the Company’s product, which occurred at a point in time, typically upon delivery to the customer. |
Unit-Based Compensation | Unit-Based Compensation Unit-based payments to employees, including grants of employee stock options are recognized as compensation expense in the financial statements based on their fair values, in accordance with FASB Accounting Standards Codification (“ASC”) Topic 718. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). The Company had no common stock options or common stock equivalents granted or outstanding for all periods presented. The Company may issue units as compensation in future periods for employee services. The Company may issue restricted units to consultants for various services. Cost for these transactions will be measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The value of the common stock is to be measured at the earlier of: (i) the date at which a firm commitment for performance by the counterparty to earn the equity instruments is reached, or (ii) the date at which the counterparty's performance is complete. The Company may issue units as compensation in future periods for services associated with the registration of the common units. |
Convertible Instruments | Convertible Instruments The Company evaluates and accounts for conversion options embedded in convertible instruments in accordance with ASC 815, Derivatives and Hedging Activities. Applicable accounting principles generally accepted in the United States of America (“GAAP”) require companies to bifurcate conversion options from their host instruments and account for them as free-standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The Company accounts for convertible instruments (when it has been determined that the embedded conversion options should not be bifurcated from their host instruments) as follows: The Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption. The Company accounts for the conversion of convertible debt when a conversion option has been bifurcated using the general extinguishment standards. The debt and equity linked derivatives are removed at their carrying amounts and the units issued are measured at their then-current fair value, with any difference recorded as a gain or loss on extinguishment of the two separate accounting liabilities. |
Fair Value | Fair Value The Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures”, which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements. The carrying values of the Company’s notes payables, convertible notes, and accounts payable and accrued expenses approximates their fair values because of the short-term nature of these instruments. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1 — quoted prices in active markets for identical assets or liabilities Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable Level 3 — inputs that are unobservable (for example cash flow modeling inputs based on assumptions) For the year ended December 31, 2018, the Company recognized a gain of $84,268 on the change in fair value of its derivative liabilities, which were settled during 2018. There were no assets or liabilities reported at fair value on a recurring basis as of December 31, 2019 and 2018. During the year ended December 31, 2018, the Company used a Black-Scholes option-pricing model and the following assumptions to estimate the fair value of derivative liabilities: annual dividend – 0%, expected life (years) .25 years, risk-free interest rate – 8%, and expected volatility – 20-30%. |
Basic and Diluted Net Loss Per Unit | Basic and Diluted Net Loss Per Unit The Company computes net loss per unit in accordance with FASB ASC 260, “Earnings per Share”. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the statement of operations. Basic EPS is computed by dividing net loss available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including stock options, using the treasury stock method, and convertible notes, using the if-converted method. Diluted EPS excludes all dilutive potential common shares if their effect is anti-dilutive. 10,676,133 shares underlying convertible notes were excluded from the calculation of diluted loss per share for the year ended December 31, 2019 because their effect was antidilutive. |
Income taxes | Income Taxes The Company is considered a partnership for income tax purposes. Accordingly, the partners report the partnership's taxable income or loss on their individual tax returns. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that may have an impact on the Company’s accounting and reporting. The Company believes that such recently issued accounting pronouncements and other authoritative guidance for which the effective date is in the future either will not have an impact on its accounting or reporting or that such impact will not be material to its financial position, results of operations, and cash flow when implemented. On June 20, 2018, the FASB issued ASU 2018-07 which simplifies the accounting for share-based payments granted to nonemployees for goods and services. Under the ASU, most of the guidance on such payments to nonemployees would be aligned with the requirements for share-based payments granted to employees. Previously, share-based payment arrangements to nonemployees were accounted for under ASC 718, while nonemployee share-based payments issued for goods and services were accounted for under ASC 505-50. Before the amendment, the major difference for the Company (but not limited to) was the determination of measurement date which generally is the date on which the measurement of equity classified share-based payments becomes fixed. Equity classified share-based payments for employees was fixed at the time of grant. Equity-classified nonemployee share-based payment awards are no longer measured at the earlier of the date which a commitment for performance by the counterparty is reached or the date at which the counterparty’s performance is complete. They are now measured at the grant date of the award which is the same as share-based payments for employees. The Company adopted the requirements of the new rule as of January 1, 2019, the effective date of the new guidance. |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Notes Payable [Abstract] | |
Schedule of Notes Payable | The following is a summary of notes payable activity for the years ended December 31, 2019 and 2018: Balance at January 1, 2019 $ - New issuances 882,263 Repayments of principal (241,575) Balance at December 31, 2018 $ 640,688 New issuances 505,300 Repayments of principal (396,832) Balance at December 31, 2019 $ 749,156 |
NOTES PAYABLE - RELATED PARTI_2
NOTES PAYABLE - RELATED PARTIES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Schedule of Notes Payable - Related Parties Activity | The following is a summary of notes payable – related parties activity for the years ended December 31, 2019 and 2018: Balance at January 1, 2018 $ - New borrowings 700,007 Repayments of principal (314,963) Balance at December 31, 2018 385,044 New borrowings 800,004 Repayments of principal (608,040) Balance at December 31, 2019 $577,008 |
CONVERTIBLE NOTES PAYABLE (Tabl
CONVERTIBLE NOTES PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Convertible Notes Payable [Abstract] | |
Schedule of Convertible Notes Payable Activity | The following is a summary of convertible notes payable activity for the years ended December 31, 2019 and 2018: Balance at January 1, 2018 $ 25,000 Balance at December 31, 2018 25,000 New borrowings 1,000,000 Balance at December 31, 2019 $1,025,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of lease requires monthly payments | The lease requires monthly payments as follows: December 15, 2018 to June 14, 2019 $10,190 June 15, 2019 to November 15, 2019 $10,690 |
Summary of Lease payments | Future minimum payment on the lease are as follows: Years Ending December 31, 2020 $133,200 2021 133,200 2022 133,200 2023 133,200 2024 122,100 Total $654,900 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Allowance for bad debt | $ 112,017 | $ 49,056 |
Provision for obsolescence | 70,679 | 70,679 |
Operating lease right-to-use asset | 362,743 | |
Operating lease liability | $ 387,000 | |
Anti-dilutive potential common shares | 10,676,133 | |
Change in fair value of derivative liability | $ 84,268 | |
Annual dividend [Member] | ||
Fair value measurements description | annual dividend – 0% | |
Expected life (years) [Member] | ||
Fair value measurements description | expected life (years) .25 years | |
Interest rate [Member] | ||
Fair value measurements description | risk-free interest rate – 8% | |
Expected volatility [Member] | ||
Fair value measurements description | expected volatility – 20-30% |
GOING CONCERN (Details)
GOING CONCERN (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
GOING CONCERN [Abstract] | ||
Net loss | $ 1,179,010 | $ 973,740 |
Accumulated deficit | 9,778,394 | $ 8,599,384 |
Working capital deficit | $ 1,704,753 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | Dec. 24, 2019 | Sep. 24, 2019 | Sep. 17, 2019 | Sep. 13, 2019 | Jul. 22, 2019 | Sep. 06, 2018 | Aug. 16, 2018 | May 30, 2018 | Apr. 05, 2018 | Dec. 31, 2019 | Dec. 31, 2018 |
Repayments of principal amount with accrued interest | $ 396,832 | $ 241,575 | |||||||||
Paypal Note [Member] | |||||||||||
Notes payable | 41,435 | ||||||||||
Agreement transaction description | The Company entered not a working capital account agreement with Paypal Working Capital ("Paypal Note"), pursuant to which the Company borrowed $37,000, requiring repayment in amounts equal to 30% of sales collections processed through Paypal, but no less than $4,143, every 90 days, until the total amount of payments equals $41,430. | ||||||||||
A&R Note [Member] | |||||||||||
Debt principal amount | $ 582,260 | ||||||||||
Debt interest rate | 7.00% | ||||||||||
Debt due date | Sep. 6, 2021 | ||||||||||
Notes payable | $ 82,260 | ||||||||||
Debt description | The terms of the A&R Note, the Company agreed to pay HCMC 155 weekly payments of $4,141, commencing on September 14, 2018 and ending on September 14, 2021, and a balloon payment for all remaining accrued interest and principal in the 156th week. The Company at its option has the right, by giving 15 business days' advance notice to HCMC, to prepay a portion or all amounts outstanding under the A&R Note without penalty or premium. | ||||||||||
Kabbage, Inc [Member] | Kabbage Note #2 [Member] | |||||||||||
Debt principal amount | $ 23,300 | $ 100,000 | |||||||||
Debt interest rate | 37.00% | 37.00% | |||||||||
Repayments of principal amount with accrued interest | $ 2,349 | $ 10,083 | |||||||||
Debt due date | Dec. 30, 2020 | Sep. 30, 2020 | |||||||||
Notes payable | $ 23,300 | 84,089 | |||||||||
BlueVine Capital, Inc [Member] | BlueVine Note [Member] | |||||||||||
Debt principal amount | $ 95,000 | ||||||||||
Debt interest rate | 27.00% | ||||||||||
Repayments of principal amount with accrued interest | $ 4,062 | ||||||||||
Debt due date | Jul. 13, 2025 | ||||||||||
Notes payable | 42,605 | ||||||||||
Lendistry, LLC [Member] | Lendistry Note [Member] | |||||||||||
Debt principal amount | $ 250,000 | ||||||||||
Debt interest rate | 24.00% | ||||||||||
Repayments of principal amount with accrued interest | $ 1,240 | ||||||||||
Debt due date | Jul. 25, 2025 | ||||||||||
Notes payable | 214,340 | ||||||||||
Cedit card sales percentage | 11.00% | ||||||||||
Sunshine Travel, Inc [Member] | August 2018 Sunshine Note [Member] | |||||||||||
Debt principal amount | $ 100,001 | ||||||||||
Debt interest rate | 24.00% | ||||||||||
Repayments of principal amount with accrued interest | $ 500 | ||||||||||
Debt due date | Aug. 16, 2019 | ||||||||||
Notes payable | 62,435 | ||||||||||
Sunshine Travel, Inc [Member] | May 2018 Sunshine Note [Member] | |||||||||||
Debt principal amount | $ 100,001 | ||||||||||
Debt interest rate | 24.00% | ||||||||||
Repayments of principal amount with accrued interest | $ 500 | ||||||||||
Debt due date | May 30, 2019 | ||||||||||
Notes payable | 32,120 | ||||||||||
Surplus Depot Inc [Member] | Surplus Note [Member] | |||||||||||
Debt principal amount | $ 100,001 | ||||||||||
Debt interest rate | 24.00% | ||||||||||
Repayments of principal amount with accrued interest | $ 500 | ||||||||||
Debt due date | Apr. 5, 2019 | ||||||||||
Notes payable | 15,525 | ||||||||||
Healthier Choices Management Corp [Member] | A&R Note [Member] | |||||||||||
Loan amount | $ 500,000 | ||||||||||
Notes payable | $ 343,387 | $ 530,606 |
NOTES PAYABLE (Schedule of Note
NOTES PAYABLE (Schedule of Notes Payable Activity) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Debt Disclosure [Abstract] | ||
Beginning of year | $ 640,688 | |
New issuances | 505,300 | 882,263 |
Repayments of principal | (396,832) | (241,575) |
End of year | $ 749,156 | $ 640,688 |
NOTES PAYABLE - RELATED PARTI_3
NOTES PAYABLE - RELATED PARTIES (Narrative) (Details) - USD ($) | Dec. 09, 2019 | Nov. 08, 2019 | Oct. 07, 2019 | Jul. 05, 2019 | Jun. 14, 2019 | Feb. 02, 2019 | Dec. 12, 2018 | Dec. 03, 2018 | May 04, 2018 | Dec. 16, 2019 | Nov. 15, 2019 | Aug. 24, 2018 | Jul. 23, 2018 | Jun. 15, 2018 | Mar. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||||||||||||||||||
Notes payable including accrued interest | $ 577,008 | $ 385,044 | ||||||||||||||||
Greg Pan Note [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Interest rate | 24.00% | |||||||||||||||||
Notes payable including accrued interest | 13,135 | |||||||||||||||||
Unsecured promissory note | $ 100,001 | |||||||||||||||||
Amount deducted in ACH payment per day | $ 500 | |||||||||||||||||
Maturity date for loan | Mar. 30, 2019 | |||||||||||||||||
May 2018 Frija Note [Member] | Unsecured Debt [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Interest rate | 24.00% | |||||||||||||||||
Notes payable including accrued interest | 59,055 | |||||||||||||||||
Unsecured promissory note | $ 100,001 | |||||||||||||||||
Amount deducted in ACH payment per day | $ 500 | |||||||||||||||||
Maturity date for loan | May 4, 2019 | |||||||||||||||||
June 2018 Frija-Hoff Note [Member] | Unsecured Debt [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Interest rate | 24.00% | |||||||||||||||||
Notes payable including accrued interest | 42,029 | |||||||||||||||||
Unsecured promissory note | $ 100,001 | |||||||||||||||||
Amount deducted in ACH payment per day | $ 500 | |||||||||||||||||
Maturity date for loan | Jun. 15, 2019 | |||||||||||||||||
July 2018 Frija Note to Kevin Frija [Member] | Unsecured Debt [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Interest rate | 24.00% | |||||||||||||||||
Notes payable including accrued interest | 53,055 | |||||||||||||||||
Unsecured promissory note | $ 100,001 | |||||||||||||||||
Amount deducted in ACH payment per day | $ 500 | |||||||||||||||||
Maturity date for loan | Jul. 23, 2019 | |||||||||||||||||
August 2018 Hoff/Frija Note [Member] | Unsecured Debt [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Interest rate | 24.00% | |||||||||||||||||
Notes payable including accrued interest | 27,585 | |||||||||||||||||
Unsecured promissory note | $ 100,001 | |||||||||||||||||
Amount deducted in ACH payment per day | $ 500 | |||||||||||||||||
Maturity date for loan | Aug. 24, 2019 | |||||||||||||||||
December 2018 Frija-Hoff Note [Member] | Unsecured Debt [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Interest rate | 24.00% | |||||||||||||||||
Notes payable including accrued interest | 98,420 | |||||||||||||||||
Unsecured promissory note | $ 100,001 | |||||||||||||||||
Amount deducted in ACH payment per day | $ 500 | |||||||||||||||||
Maturity date for loan | Dec. 12, 2019 | |||||||||||||||||
December 2018 Frija Note to Kevin Frija [Member] | Unsecured Debt [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Interest rate | 24.00% | |||||||||||||||||
Notes payable including accrued interest | 91,786 | |||||||||||||||||
Unsecured promissory note | $ 100,001 | |||||||||||||||||
Amount deducted in ACH payment per day | $ 500 | |||||||||||||||||
Maturity date for loan | Dec. 3, 2019 | |||||||||||||||||
February 2019 Frija Note Kevin Frija [Member] | Unsecured Debt [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Interest rate | 24.00% | |||||||||||||||||
Notes payable including accrued interest | 12,798 | |||||||||||||||||
Unsecured promissory note | $ 100,001 | |||||||||||||||||
Amount deducted in ACH payment per day | $ 500 | |||||||||||||||||
Maturity date for loan | Feb. 1, 2020 | |||||||||||||||||
June 2019 Frija/Hoff Note to Kevin Frija [Member] | Unsecured Debt [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Interest rate | 24.00% | |||||||||||||||||
Notes payable including accrued interest | 51,265 | |||||||||||||||||
Unsecured promissory note | $ 100,001 | |||||||||||||||||
Amount deducted in ACH payment per day | $ 500 | |||||||||||||||||
Maturity date for loan | Jun. 14, 2020 | |||||||||||||||||
July 2019 Frija Note to Kevin Frija [Member] | Unsecured Debt [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Interest rate | 24.00% | |||||||||||||||||
Notes payable including accrued interest | 57,145 | |||||||||||||||||
Unsecured promissory note | $ 100,001 | |||||||||||||||||
Amount deducted in ACH payment per day | $ 500 | |||||||||||||||||
Maturity date for loan | Jul. 31, 2020 | |||||||||||||||||
July 2019 Frija Note to Kevin Frija One [Member] | Unsecured Debt [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Interest rate | 24.00% | |||||||||||||||||
Notes payable including accrued interest | 80,728 | |||||||||||||||||
Unsecured promissory note | $ 100,001 | |||||||||||||||||
Amount deducted in ACH payment per day | $ 500 | |||||||||||||||||
Maturity date for loan | Jul. 31, 2020 | |||||||||||||||||
July 2019 Frija Note to Kevin Frija Two [Member] | Unsecured Debt [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Interest rate | 24.00% | |||||||||||||||||
Notes payable including accrued interest | 89,033 | |||||||||||||||||
Unsecured promissory note | $ 100,001 | |||||||||||||||||
Amount deducted in ACH payment per day | $ 500 | |||||||||||||||||
Maturity date for loan | Jul. 31, 2020 | |||||||||||||||||
July 2019 Frija Note to Kevin Frija Three [Member] | Unsecured Debt [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Interest rate | 24.00% | |||||||||||||||||
Notes payable including accrued interest | 95,392 | |||||||||||||||||
Unsecured promissory note | $ 100,001 | |||||||||||||||||
Amount deducted in ACH payment per day | $ 500 | |||||||||||||||||
Maturity date for loan | Jul. 31, 2020 | |||||||||||||||||
July 2019 Frija Note to Kevin Frija Four [Member] | Unsecured Debt [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Interest rate | 24.00% | |||||||||||||||||
Notes payable including accrued interest | 100,001 | |||||||||||||||||
Unsecured promissory note | $ 100,001 | |||||||||||||||||
Amount deducted in ACH payment per day | $ 500 | |||||||||||||||||
Maturity date for loan | Jul. 31, 2020 | |||||||||||||||||
July 2019 Frija Note to Kevin Frija Five [Member] | Unsecured Debt [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Interest rate | 24.00% | |||||||||||||||||
Notes payable including accrued interest | $ 90,646 | |||||||||||||||||
Unsecured promissory note | $ 100,001 | |||||||||||||||||
Amount deducted in ACH payment per day | $ 500 | |||||||||||||||||
Maturity date for loan | Jul. 31, 2020 |
NOTES PAYABLE - RELATED PARTI_4
NOTES PAYABLE - RELATED PARTIES (Schedule of Notes Payable - Related Parties Activity) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Related Party Transactions [Abstract] | ||
Beginning of year | $ 385,044 | |
New borrowings | 800,005 | |
Repayments of principal | (608,040) | (314,963) |
End of year | $ 577,008 | $ 385,044 |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($) | Feb. 20, 2019 | Feb. 19, 2019 | Feb. 15, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
Interest expense | $ 271,614 | $ 494,071 | |||
Brikor Note [Member] | |||||
Debt principal amount | $ 200,000 | ||||
Debt interest rate | 18.00% | ||||
Debt conversion description | The number of common units issuable upon conversion of any Conversion Amount will be determined by dividing (x) such Conversion Amount by (y) $0.10 (subject to adjustment as set forth in the Brikor Note) (such result, the "Conversion Rate"). "Conversion Amount" means the sum of (A) the portion of the principal balance of the Brikor Note to be converted with respect to which the determination is being made, (B) accrued and unpaid interest with respect to such principal balance, if any, and (C) the Default Balance (other than any amount thereof within the purview of foregoing clauses (A) or (B)), if any. | ||||
Convertible balance outstanding | 200,000 | ||||
Interest expense | 23,000 | ||||
Accrued interest | 1,300 | ||||
Daiagi and Daiagi Note [Member] | |||||
Debt principal amount | $ 200,000 | ||||
Debt interest rate | 18.00% | ||||
Debt conversion description | The Daiagi and Daiagi Note is convertible into common units of the Company. Pursuant to the terms of the Daiagi and Daiagi Note, the Daiagis have the right, at their option, to convert any portion of the outstanding and unpaid Conversion Amount into common units in accordance with the provisions of the Daiagi and Daiagi Note at the Conversion Rate. The number of common units issuable upon conversion of any Conversion Amount will be determined by dividing (x) such Conversion Amount by (y) $0.10 (subject to adjustment as set forth in the Daiagi and Daiagi Note). | ||||
Convertible balance outstanding | 200,000 | ||||
Interest expense | 23,000 | ||||
Amber Investments Note [Member] | |||||
Debt principal amount | $ 200,000 | ||||
Debt interest rate | 18.00% | ||||
Debt conversion description | The Amber Investments Note is convertible into common units of the Company. Pursuant to the terms of the Amber Investments Note, Amber Investments has the right, at its option, to convert any portion of the outstanding and unpaid Conversion Amount into common units in accordance with the provisions of the Amber Investments Note at the Conversion Rate. The number of common units issuable upon conversion of any Conversion Amount will be determined by dividing (x) such Conversion Amount by (y) $0.10 (subject to adjustment as set forth in the Amber Investments Note). | ||||
Convertible balance outstanding | 200,000 | ||||
Interest expense | 31,266 | ||||
Accrued interest | 1,300 | ||||
K & S Pride Note [Member] | |||||
Debt principal amount | $ 200,000 | ||||
Debt interest rate | 18.00% | ||||
Debt conversion description | The K & S Pride Note is convertible into common units of the Company. Pursuant to the terms of the K & S Pride Note, K & S Pride has the right, at its option, to convert any portion of the outstanding and unpaid Conversion Amount into common units in accordance with the provisions of the K & S Pride Note at the Conversion Rate. The number of common units issuable upon conversion of any Conversion Amount will be determined by dividing (x) such Conversion Amount by (y) $0.10 (subject to adjustment as set forth in the K & S Pride Note). | ||||
Convertible balance outstanding | 200,000 | ||||
Interest expense | 32,000 | ||||
Surplus Depot Note [Member] | |||||
Debt principal amount | $ 200,000 | ||||
Debt interest rate | 18.00% | ||||
Debt conversion description | The Surplus Depot Note is convertible into common units of the Company. Pursuant to the terms of the Surplus Depot Note, Surplus Depot has the right, at its option, to convert any portion of the outstanding and unpaid Conversion Amount into common units in accordance with the provisions of the Surplus Depot Note at the Conversion Rate. The number of common units issuable upon conversion of any Conversion Amount will be determined by dividing (x) such Conversion Amount by (y) $0.10 (subject to adjustment as set forth in the Surplus Depot Note). | ||||
Convertible balance outstanding | 200,000 | ||||
Interest expense | 32,000 | ||||
Acquisition Note [Member] | |||||
Acquisition of loan amount | 500,000 | ||||
Debt principal amount | $ 500,000 | ||||
Debt interest rate | 2.00% | ||||
Debt payment per month | $ 14,000 | ||||
Debt conversion description | DiamondRock has the right to convert the outstanding and unpaid principal amount and accrued and unpaid interest of the respective tranche of the Note into common units of the Company, subject to the limitation that DiamondRock may not complete a conversion if doing so would cause DiamondRock to own in excess of 4.99% of the Company’s outstanding units, provided that DiamondRock may waive that limitation and increase the ownership cap to up to 9.99%. The conversion price for any conversion under the Note is equal to the lesser of (i) $0.50 and (ii) 65% of the volume weighted average trading price of the Company’s common over the 7 trading days ending on the last complete trading day prior to the date of the conversion. In addition, in the event that the Company enters into certain transactions with other parties that provide for a conversion price at a larger discount (than 35%) to the trading price of the Company’s common units, or provides for a longer look-back period, then the conversion price and look-back period under the Note will be adjusted to be such lower conversion price and longer look-back period, as applicable. | ||||
Convertible balance outstanding | $ 25,000 | $ 25,000 |
CONVERTIBLE NOTES PAYABLE (Sche
CONVERTIBLE NOTES PAYABLE (Schedule of Convertible Notes Payable Activity) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Debt Disclosure [Abstract] | ||
Beginning of year | $ 25,000 | $ 25,000 |
New borrowings | 1,000,000 | |
End of year | $ 1,025,000 | $ 25,000 |
PARTNERS' DEFICIT (Narrative) (
PARTNERS' DEFICIT (Narrative) (Details) | 12 Months Ended |
Dec. 31, 2019USD ($)shares | |
Class of Stock [Line Items] | |
Fair value of grant units as compensation expense | $ | $ 84,313 |
Board Members [Member] | |
Class of Stock [Line Items] | |
Number of common shares granted units | 1,680,721 |
Employees [Member] | |
Class of Stock [Line Items] | |
Number of common shares granted units | 1,680,721 |
Consultants [Member] | |
Class of Stock [Line Items] | |
Number of common shares granted units | 1,680,721 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Schedule of monthly payments of lease) (Details) | 1 Months Ended | 12 Months Ended | |
Oct. 31, 2019USD ($)ft² | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | |
Operating Leased Assets [Line Items] | |||
Right to use asset | $ 299,500 | ||
Amortized right to use asset | 15,683 | $ 87,114 | |
Rent expense | 139,155 | $ 85,865 | |
Warehouse Store and Office Space [Member] | |||
Operating Leased Assets [Line Items] | |||
Monthly lease payments | $ 11,100 | ||
Lease term | 5 years | ||
Warehouse store and office space | ft² | 99,819 | ||
Percentage of rent increase annually | 3.00% | ||
December 15, 2018 to June 14, 2019 [Member] | |||
Operating Leased Assets [Line Items] | |||
Monthly lease payments | 10,190 | ||
June 15, 2019 to November 15, 2019 [Member] | |||
Operating Leased Assets [Line Items] | |||
Monthly lease payments | $ 10,690 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES (Schedule of Lease payments) (Details) | Dec. 31, 2019USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2020 | $ 133,200 |
2021 | 133,200 |
2022 | 133,200 |
2023 | 133,200 |
2024 | 122,100 |
Total | $ 654,900 |
CONCENTRATION OF CREDIT RISK (D
CONCENTRATION OF CREDIT RISK (Details) | 12 Months Ended |
Dec. 31, 2018 | |
Revenue [Member[ | Customer One [Member] | |
Product Information [Line Items] | |
Concentration risk percentage | 14.00% |
Accounts Receivable [Member[ | Customer One [Member] | |
Product Information [Line Items] | |
Concentration risk percentage | 30.00% |
Accounts Receivable [Member[ | Customer Two [Member] | |
Product Information [Line Items] | |
Concentration risk percentage | 14.00% |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Apr. 30, 2020 | Apr. 06, 2020 | Feb. 08, 2020 | Jan. 10, 2020 | Apr. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Feb. 29, 2020 | Feb. 19, 2020 |
Repayments of principal amount with accrued interest | $ 396,832 | $ 241,575 | |||||||
Class A preferred [Member] | |||||||||
Preferred stock shares authorized | 1,000,000 | ||||||||
Value per share | $ 2 | ||||||||
Dividend rate | 8.00% | ||||||||
Monthly basis rate | 0.6666% | ||||||||
Conversion Price | 85.00% | ||||||||
Discount rate | 15.00% | ||||||||
Subsequent Event [Member] | |||||||||
Loan amount under PPP | $ 203,662 | $ 203,662 | |||||||
Interest rate on loan | 1.00% | ||||||||
Received loan under the Payroll | $ 203,662 | ||||||||
Accrues interest | 1.00% | ||||||||
Subsequent Event [Member] | Equity Purchase Agreement [Member] | |||||||||
Put notice aggregarte value | $ 25,000 | ||||||||
Aggregate purchase price | $ 5,000,000 | ||||||||
Subsequent Event [Member] | Equity Purchase Agreement [Member] | Maximum [Member] | |||||||||
Put notice aggregarte value | $ 250,000 | ||||||||
Percentage of average daily trading value | 150.00% | ||||||||
Mr. Kevin Frija [Member] | Subsequent Event [Member] | |||||||||
Debt principal amount | $ 100,001 | $ 100,001 | $ 100,001 | ||||||
Debt bears interest rate | 24.00% | 24.00% | 24.00% | ||||||
Repayments of principal amount with accrued interest | $ 500 | $ 500 | $ 500 | ||||||
Debt due date | Apr. 6, 2021 | Feb. 18, 2021 | Jan. 10, 2021 |