bowmo (BOMO) 10-Q 15 Nov 18 2018 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2018	Nov. 09, 2018
Document And Entity Information
Entity Registrant Name	Cruzani, Inc.
Entity Central Index Key	1,381,871
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Trading Symbol	CZNI
Document Type	10-Q
Document Period End Date	Sep. 30, 2018
Document Fiscal Year Focus	2,018
Document Fiscal Period Focus	Q3
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Ex Transition Period	false
Entity Common Stock, Shares Outstanding		1,147,638,116

Consolidated Condensed Balance

Consolidated Condensed Balance Sheets - USD ($)	Sep. 30, 2018	Dec. 31, 2017
Current Assets:
Cash	$ 8,070	$ 3,066
Accounts receivable	29,128
Other current assets	13,278
Deposits on acquisition	35,500	75,000
Total Current Assets	85,976	78,066
Intangible assets	154,829
Property and equipment, net	6,208,046
Other assets	106,411
Total Assets	6,555,262	78,066
Current Liabilities:
Accounts payable	381,038	350,465
Accrued liabilities	783,097	704,987
Convertible Notes, net of discounts of $434,143 and $0, respectively	1,078,456	818,753
Derivative liabilities	1,380,791	409,948
Loans payable	364,875	431,000
Other liabilities	6,367,227
Total Liabilities	10,355,484	2,715,153
Commitments and Contingencies
MEZZANINE EQUITY
Series C Preferred stock, 10,000,000 shares authorized, par value $0.01; 5,000,000 and no shares issued and outstanding, respectively	120,000
Series D Preferred stock, 125,000 shares authorized, par value $0.0001; 125,000 and no shares issued and outstanding, respectively	18,750
Total mezzanine equity	138,750
Stockholders' Equity (Deficit):
Preferred stock value
Common stock, 3,000,000,000 shares authorized, $0.00001 par value; 1,049,638,116 and 345,450,049 shares issued and outstanding, respectively	10,497	3,455
Treasury stock, at cost - 58,333 shares	(773,500)	(773,500)
Additional paid in capital	74,845,612	73,343,205
Accumulated other comprehensive income	73
Accumulated deficit	(78,055,519)	(75,244,112)
Total Stockholders' Deficit	(3,800,222)	(2,637,087)
Total Liabilities and Stockholders' Deficit	6,555,262	78,066
Series A Preferred stock
Stockholders' Equity (Deficit):
Preferred stock value	33,815	33,815
Series B Preferred stock
Stockholders' Equity (Deficit):
Preferred stock value	$ 50	$ 50

Consolidated Condensed Balanc_2

Consolidated Condensed Balance Sheets (Parenthetical) - USD ($)	Sep. 30, 2018	Dec. 31, 2017
Convertible notes, net of discounts	$ 434,143	$ 0
Preferred Stock, shares authorized	1,365,000	1,365,000
Preferred Stock, par value	$ 0.0001	$ 0.0001
Preferred Stock, shares issued
Preferred Stock, shares outstanding
Common Stock, shares authorized	3,000,000,000	3,000,000,000
Common stock, par value	$ 0.00001	$ 0.00001
Common Stock, shares issued	1,049,638,116	345,450,049
Common Stock, shares outstanding	1,049,638,116	345,450,049
Treasury Stock, shares	58,333	58,333
Series A Preferred stock
Preferred Stock, shares authorized	3,500,000	3,500,000
Preferred Stock, par value	$ 0.01	$ 0.01
Preferred Stock, shares issued	3,381,520	3,381,520
Preferred Stock, shares outstanding	3,381,520	3,381,520
Series B Preferred stock
Preferred Stock, shares authorized	10,000	10,000
Preferred Stock, par value	$ 0.01	$ 0.01
Preferred Stock, shares issued	5,000	5,000
Preferred Stock, shares outstanding	5,000	5,000
Series C Preferred stock
Preferred Stock, shares authorized	10,000,000	10,000,000
Preferred Stock, par value	$ 0.01	$ 0.01
Preferred Stock, shares issued	5,000,000
Preferred Stock, shares outstanding	5,000,000
Series D Preferred stock
Preferred Stock, shares authorized	125,000	125,000
Preferred Stock, par value	$ 0.0001	$ 0.0001
Preferred Stock, shares issued	125,000
Preferred Stock, shares outstanding	125,000

Consolidated Condensed Statemen

Consolidated Condensed Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Consolidated Statements Of Operations
Revenue	$ 81,016		$ 81,016
Cost of revenue	56,711		56,711
Gross margin	24,304		24,304
Operating Expenses:
Compensation expense	159,126		176,126
General and administrative	332,154	336	383,399	1,025
Depreciation expense	159,181		159,181
Professional fees	80,812	6,000	180,412	60,600
Total operating expenses	731,273	6,336	899,118	61,625
Loss from operations	(706,969)	(6,336)	(874,813)	(61,625)
Other Income (Expense):
Interest expense	(232,998)	(27,197)	(326,193)	(262,167)
Change in fair value of derivatives	(751,858)	780,165	(238,204)	(94,539)
Loss on convertible notes	(743,611)	(250,149)	(1,372,197)	(250,149)
Total other income (expense)	(1,728,467)	502,819	(1,936,594)	(606,855)
Income (Loss) before provision for income taxes	(2,435,436)	496,483	(2,811,407)	(668,480)
Provision for income taxes
Net Income (Loss)	(2,435,436)	496,483	(2,811,407)	(668,480)
Other comprehensive income (loss):
Foreign currency translation adjustment	73		73
Comprehensive income (loss)	$ (2,435,363)	$ 496,483	$ (2,811,334)	$ (668,480)
Basic income (loss) per share	$ 0	$ 0	$ 0	$ 0
Diluted income (loss) per share	$ 0	$ 0	$ 0	$ 0
Basic weighted average shares outstanding	799,578,816	332,174,525	569,604,836	321,226,043
Diluted weighted average shares outstanding	799,578,816	885,135,636	569,604,836	321,226,043

Consolidated Condensed Statem_2

Consolidated Condensed Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
CASH FLOW FROM OPERATING ACTIVITIES:
Net loss	$ (2,811,407)	$ (668,480)
Adjustments to reconcile net loss to net cash used in operating activities:
Accretion expense		180,716
Depreciation expense	159,181
Change in fair value of derivatives	238,204	94,539
Loss on convertible debt	1,372,197	250,149
Debt discount amortization	240,550
Common stock issued for officer compensation	120,000
Common stock issued for services	18,750
Changes in Operating Assets and Liabilities:
Accounts receivable	(29,128)
Prepaids expenses and deposits	39,500
Other assets	(54,002)
Accounts payable and accrued liabilities	108,682	142,816
Net Cash Used in Operating Activities	(597,473)	(260)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of intangible asset	(154,829)
Net Cash Used in Investing Activities	(154,829)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from convertible debt	621,830
Proceeds from loans	154,829
Payment on note payable	(19,353)
Net Cash Provided by Financing Activities	757,306
Net Increase (Decrease) in Cash	5,004	(260)
Cash at Beginning of Period	3,066	260
Cash at End of Period	8,070
Cash paid during the period for:
Interest
Income taxes
Supplemental disclosure of non-cash activity:
Common stock issued for conversion of debt	269,418	10,724
Warrants issued in conjunction with convertible debt	280,483
Liability incurred for asset purchase	$ 6,367,227

Summary of Business and Basis o

Summary of Business and Basis of Presentation	9 Months Ended
	Sep. 30, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]
SUMMARY OF BUSINESS AND BASIS OF PRESENTATION	NOTE 1 – SUMMARY OF BUSINESS AND BASIS OF PRESENTATION Organization and Business Cruzani, Inc. is a franchise development company that builds and represents popular franchise concepts, and other related businesses, throughout the United States as well as international markets. Cruzani, Inc. was originally formed as a limited liability company on February 5, 1999 under the name The Powerhouse, L.L.C. pursuant to the laws of the State of Oklahoma. On November 9, 2006, Powerhouse Productions, L.L.C. filed Articles of Conversion changing the entity from a limited liability company to a corporation under the name Harcom Productions, Inc. On January 25, 2010, Articles of Merger were filed with the State of Oklahoma merging U.S. Highland, Inc., an Oklahoma corporation into Harcom Productions, Inc. and the name of the corporation was changed to US Highland, Inc. US Highland, Inc. was a recreational power sports Original Equipment Manufacturer (“OEM”), developing motorcycles, quads, single cylinder engines, and v-twin engines under its own brand and for other OEMs. During 2017, the Company exited the recreational power sports OEM and leisure activity vehicles markets. On June 29, 2018, the Company filed Amended and Restated Articles of Incorporation with the State of Nevada to change its name to Cruzani, Inc. Consistent with the Company’s new name, the Company changed the composition of its business direction. Supreme Sweets Acquisition Corp., a subsidiary of the Company, was renamed Oventa, Inc. (“Oventa”). Oventa operates in a 39,000 sq. foot, commercial bakery located in Toronto, Ontario, Canada, which was established in March 2015 by Mario Parravano and Barbara Parravano (collectively, the “Founders”). Oventa operates in west-end Toronto at the junction of two major Toronto highways, fronting the Q.E.W. corridor, 10 minutes from downtown Toronto, and only 10 minutes from Pearson International Airport. Oventa’s high speed bread, pastry and donut lines, spiral and walk-in coolers and freezers, tunnel, revolving, and deck ovens, and equipment to produce virtually any bakery or snack product are in place and operational. There is considerable room to expand on the property. Oventa services local coffee shops and manufactures private label products for customers in Canada and the U.S. Ovanta will be the second, major operational focus of the Company. The acquisition of Oventa is in addition to the acquisition of TruFood Provisions Co., which is being rebranded and will launch in 2019. On September 27, 2017, the Company entered into a stock purchase agreement, for the acquisition of a majority interest in Recipe Food Co. of Toronto (“Recipe Food Co.”). The Company believes that this arrangement will provide a stronger basis for growth and innovation. Recipe Food Co. will operate as a majority owned subsidiary of Cruzani, and Recipe Food Co. will continue to be led by its founder, Dee Gibson. The Company formally completed the closing of the asset purchase agreement on October 2, 2018, completing its acquisition of a majority interest in Recipe Food. Basis of Presentation The Company’s unaudited consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America. These consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, USH Distribution Corp., Powersports Brand Alliance, Inc., and Supreme Sweets Acquisition Corp. All significant intercompany transactions and balances have been eliminated. The unaudited consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and reflect all adjustments (consisting of normal recurring adjustments unless otherwise indicated) which, in the opinion of management, are necessary for a fair presentation of the results for the interim periods presented. Certain prior year amounts have been reclassified to conform to current year presentation. Certain information in footnote disclosures normally included in the financial statements were prepared in conformity with accounting principles generally accepted in the United States of America and have been condensed or omitted pursuant to such principles and the financial results for the periods presented may not be indicative of the full year’s results. The Company believes the disclosures are adequate to make the information presented not misleading. These financial statements should be read in conjunction with the Company’s audited financial statements and the notes thereto for the fiscal year ended December 31, 2017 included in the Company’s Annual Report on Form 10-K filed with the SEC on April 4, 2018 and as amended on October 17, 2018 (the “2017 Annual Report”). Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Reclassifications Certain reclassifications have been made to the prior year financial information to conform to the presentation used in the financial statements for the year ended September 30, 2018. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Oventa, Inc. and TruFood Provisions Co. All financial information has been prepared in conformity with accounting principles generally accepted in the United States of America. All significant intercompany transactions and balances have been eliminated. Revenue Recognition Revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration that an entity expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those goods. The Company applies the following five-step model in order to determine this amount: (i) identification of the promised goods in the contract; (ii) determination of whether the promised goods are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. Once a contract is determined to be within the scope of ASC 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The Company recognizes as revenues the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. Generally, the Company’s performance obligations are transferred to customers at a point in time, typically upon delivery. Recently issued accounting pronouncements The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

Going Concern

Going Concern	9 Months Ended
	Sep. 30, 2018
Going Concern
GOING CONCERN	NOTE 2 – GOING CONCERN The accompanying unaudited consolidated financial statements have been prepared in conformity with generally accepted accounting principles which contemplate continuation of the Company on a going-concern basis. The going concern basis assumes that assets are realized, and liabilities are extinguished in the ordinary course of business at amounts disclosed in the consolidated financial statements. The Company has incurred recurring losses from operations, and has an accumulated deficit of $78,055,519. The Company’s ability to continue as a going concern depends upon its ability to obtain adequate funding to support its operations through continuing investments of debt and/or equity by qualified investors/creditors, internally generated working capital and monetization of intellectual property assets. These factors raise substantial doubt about the Company’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Management is currently pursuing a business strategy which includes raising the necessary funds to finance the Company’s development and marketing efforts. The Company is pursuing additional debt and equity financing in order to fund its operations. In addition, revenue and cash from operating activities continue to increase as operations increase for both Oventa and TruFoods.

Deposits on Acquisition

Deposits on Acquisition	9 Months Ended
	Sep. 30, 2018
Deposit on TruFood Provisions Co. Acquisition [Abstract]
DEPOSITS ON ACQUISITION	NOTE 3 – DEPOSITS ON ACQUISITION On September 27, 2018, the Company entered into a stock purchase agreement with 2603088 Ontario Inc. o/a Recipe Food Co., (“Recipe Food”), a corporation organized under the laws of the Province of Ontario, Canada. The Company will purchase stock of Recipe Food resulting in an 80% ownership. As of September 30, 2018, the Company has paid $35,500 related to this acquisition. The Company believes that this arrangement will provide a stronger basis for growth and innovation. Recipe Food will operate as a majority owned subsidiary of Cruzani, and Recipe Food will continue to be led by its founder, Dee Gibson. The Company formally completed the closing of the asset purchase agreement on October 2, 2018.

Asset Acquisitions

Asset Acquisitions	9 Months Ended
	Sep. 30, 2018
Business Combinations [Abstract]
ASSET ACQUISITIONS	NOTE 4 – ASSET ACQUISITIONS On March 8, 2018, the Company entered into a share exchange agreement with TruFood Provisions Co (“TruFood”). Pursuant to an amendment to the share exchange agreement dated March 8, 2018, the Company will exchange 1 billion shares of the Company, and cash, for 100% of the equity of TruFood. It is expected that all other debt related to the operation of TruFood will be retired at or prior to the closing date. As of September 30, 2018, the Company has paid $124,000 related to this acquisition. On June 30, 2018, Supreme Sweets Acquisition Corp. (n/k/a Oventa, Inc.), a subsidiary of the Company, and the Company (collectively, the “Company”) entered into an asset purchase agreement (the “Asset Purchase Agreement”) with Supreme Sweets Inc. and 2498411 Ontario, Inc., as sellers (collectively, the “Seller”), pursuant to which in exchange for CAD $200,000 and a twenty percent (20%) interest in Oventa, Inc., the Company agreed to acquire the trade secret assets of Seller upon the terms and subject to the conditions set forth in the Asset Purchase Agreement. The value of the assets recorded of $6,367,227 is currently an estimate based upon the estimated fair value of the assets acquired under ASC 805-50-25-1. There has been no goodwill or a loss recorded related to the acquisition. The compensation amount to be paid to Supreme Sweets Inc. is currently recorded as other liabilities. A second closing occurred on July 31, 2018, pursuant to which the Company acquired the furniture, fixtures and equipment of Seller in exchange for CAD $100,000. Seller is engaged in the business of preparing delicious snacks, pastries and baked goods with high quality ingredients for exceptional taste, including low calorie and gluten-free alternatives.

Loans Payable

Loans Payable	9 Months Ended
	Sep. 30, 2018
Debt Disclosure [Abstract]
LOANS PAYABLE	NOTE 5 – LOANS PAYABLE The loan payable balances are as follows: Rate September 30, December 31, Loan 1 1 % $ 27,000 $ 27,000 (1) Loan 2 1 % 3,000 3,000 (1) Loan 4 8 % 35,000 111,000 (1) Loan 5 8 % 164,400 190,000 Loan 6 5 % - 100,000 Loan 7 5 % 135,475 - (1) Total $ 364,875 $ 431,000 (1) These notes are currently past due.

Convertible Notes

Convertible Notes	9 Months Ended
	Sep. 30, 2018
Debt Disclosure [Abstract]
CONVERTIBLE NOTES	NOTE 6 – CONVERTIBLE NOTES A summary of the Company’s convertible notes payable is as follows: Rate September 30, December 31, Loan 1 12% $ 500,000 $ 500,000 This note is currently past due. Loan 2 10% 150,000 75,000 Various maturity dates. No amounts are past due. Loan 3 1% 52,832 - Various maturity dates. No amounts are past due. Loan 4 8% 68,004 71,996 This note is currently past due. Loan 5 8% 60,750 55,000 $24,000 of this balance is past due. Loan 6 8% - 72,100 Loan 7 8% - 40,657 Loan 8 5% 677,013 - Various maturity dates. No amounts are past due. Total Notes 1,508,599 - Less Debt Discount (434,143 ) - Total $ 1,074,456 $ 814,753

Derivative Liabilities

Derivative Liabilities	9 Months Ended
	Sep. 30, 2018
Derivative Instruments and Hedging Activities Disclosure [Abstract]
DERIVATIVE LIABILITIES	NOTE 7 – DERIVATIVE LIABILITIES The embedded conversion options of the Company’s convertible debentures summarized in Note 6 contain conversion features that qualify for embedded derivative classification. The fair value of these liabilities are re-measured at the end of every reporting period and the change in fair value is reported in the statement of operations as a gain or loss on derivative financial instruments. The table below sets forth a summary of changes in the fair value of the Company’s Level 3 financial liabilities: September 30, December 31, Balance at the beginning of the period $ 409,948 $ 402,881 Addition of new derivative liabilities 1,127,281 - Change in fair value of embedded conversion option 305,886 44,084 Derecognition of derivatives upon settlement of convertible notes (462,324 ) (37,017 ) Balance at the end of the period $ 1,380,791 $ 409,948 The Company uses Level 3 inputs for its valuation methodology for its conversion option liabilities as their fair values were determined by using the Binomial option pricing model based on various assumptions. The model incorporates the price of a share of the Company’s common stock (as quoted on the Over the Counter Bulletin Board), volatility, risk free rate, dividend rate and estimated life. Significant changes in any of these inputs in isolation would result in a significant change in the fair value measurement. As, required, these are classified based on the lowest level of input that is significant to the fair value measurement. The following table shows the assumptions used in the calculations: Expected Volatility Risk-free Interest Rate Expected Dividend Yield Expected Life At December 31, 2017 335% 1.39% 0% 0.25 – 2.50 At September 30, 2018 209.47%- 261.9% 2.14%-2.36% 0% 0.25 – .50

Warrants

Warrants	9 Months Ended
	Sep. 30, 2018
Warrants
WARRANTS	NOTE 8 – WARRANTS In connection with the issuance of the convertible note (the “Note”) with L2 Capital, LLC (“L2”) and funding of the initial tranche of $50,000 on the Note, the Company also issued a common stock purchase warrant to purchase up to 7,638,092 shares of the Company’s common stock pursuant to the terms therein as a commitment fee. At the time that each subsequent tranche under the Note is funded by L2 in cash, then on such funding date, the warrant shares shall immediately and automatically be increased by the quotient of 100% of the face value of the respective tranche and 110% of the VWAP of the common stock on the Trading Day (as defined in the Note) immediately prior to the funding date of the respective tranche. As of September 30, 2018, the Company had received multiple tranches for which it issued warrants to purchase shares of the Company’s common stock. These warrants have a variable exercise price per the above and expire in five years. The aggregate fair value of the warrants, which was allocated against the debt proceeds totaled $280,437 based on the Black Scholes Merton pricing model. The fair value was credited to additional paid in capital and debited to debt discount to be amortized over the term of the loan. A summary of the status of the Company’s outstanding stock warrants and changes during the periods is presented below: Shares Weighted Weighted Outstanding, December 31, 2017 - $ - $ - Issued 453,381,835 $ 0.0011 $ 0.0014 Exercised - $ - $ - Forfeited - $ - $ - Expired - $ - $ - Outstanding, September 30, 2018 453,381,835 $ 0.0011 $ 0.0014 Exercisable, September 30, 2018 453,381,835 $ 0.0011 $ 0.0014 Range of Exercise Prices Number Outstanding 9/30/2018 Weighted Average Remaining Contractual Life Weighted Average $0.001 – 0.0071 453,381,835 4.94 years $0.0011 The Company uses Level 3 inputs for its valuation methodology for its conversion option liabilities as their fair values were determined by using the Binomial option pricing model based on various assumptions. The model incorporates the price of a share of the Company’s common stock (as quoted on the Over the Counter Bulletin Board), volatility, risk free rate, dividend rate and estimated life. Significant changes in any of these inputs in isolation would result in a significant change in the fair value measurement. As, required, these are classified based on the lowest level of input that is significant to the fair value measurement. The following table shows the assumptions used in the calculations: Expected Volatility Risk-free Interest Rate Expected Dividend Yield Expected Life (in years) At September 30, 2018 252.42% – 258.24% 2.80%-2.94% 0 % 5

Common Stock

Common Stock	9 Months Ended
	Sep. 30, 2018
Equity [Abstract]
COMMON STOCK	NOTE 9 – COMMON STOCK During the nine months ended September 30, 2018, the Company issued 704,188,067 shares of common stock to settle $250,547 of principal and $18,870 of accrued interest on its convertible notes.

Preferred Stock

Preferred Stock	9 Months Ended
	Sep. 30, 2018
Equity [Abstract]
PREFERRED STOCK	NOTE 10 – PREFERRED STOCK Series A Convertible Preferred Stock Series B Convertible Preferred Stock Series C Convertible Preferred Stock Series D Convertible Preferred Stock Series E Convertible Preferred Stock On July 23, 2018, the Company granted 125,000 shares of Series D preferred stock to L2. The stock was issued as commitment shares in connection to the Equity Purchase Agreement dated July 23, 2018. The stock is not effective until the full commitment amount has been met or the agreement is terminated. The shares were valued at $0.15, based upon estimated loan fees, for total non-cash expense of $18,750. The Series D has been classified on the balance sheet as mezzanine equity. On September 19, 2018, the Company entered into a Stock Purchase Agreement with Geneva Roth Remark Holdings, Inc. (“Geneva”) whereby Geneva will purchase 53,000 shares of Series E preferred stock for $53,000. This transaction was completed in October when the Series E designation was completed, and the funds were received. As of September 30, 2018, there was an insufficient amount of the Company’s authorized common stock to satisfy the potential number of shares that would be required to satisfy the outstanding convertible preferred, convertible debt and the potential 1 billion shares to be issued to TruFoods, into common stock. In accordance with ASC 815, derivative and hedging, the Company analyzed which contracts could be classified as equity through the following sequencing methodology: contracts with no maturity date (convertible preferred shares) then contracts with the earliest maturity date first. Under this methodology management determined that both the Series C and Series D convertible preferred stock, being among the last to be issued, should be allocated to mezzanine equity. This allocation leaves sufficient common shares for our other convertible contracts. Management believes that no further consideration is needed.

Related Party Transaction

Related Party Transaction	9 Months Ended
	Sep. 30, 2018
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTION	NOTE 11 – RELATED PARTY TRANSACTION During the nine months ended September 30, 2018, the Company issued 5,000,000 shares of its Series C Preferred stock to Everett Dickson, the Company’s CEO for services rendered. The stock was valued based on the services performed for total non-cash expense of $120,000. The Series C has been classified on the balance sheet as mezzanine equity. The Series C has been classified on the balance sheet as mezzanine equity.

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2018
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 12 – SUBSEQUENT EVENTS In accordance with ASC 855-140, Subsequent Events, On October 2, 2018, the Company announced that it has formally completed the closing of a definitive asset purchase agreement, completing the acquisition of a majority interest in Recipe Food. On October 5, 2018, the Company received $50,000 for the sale of its Series E preferred stock to Geneva (See Note 10). On October 15, 2018, the Company entered into a letter of intent (the “LOI”) concerning the Company’s potential acquisition of intellectual property assets pertaining to “VitaminFIZZ.” Pursuant to the terms of the LOI, the closing of such transaction is expected to occur no later than November 30, 2018, and the purchase price will be $60,000 payable in cash. Additionally, in connection with such closing, the seller of such assets will enter into a confidentiality, non-competition and non-solicitation agreement having a term of five years. Pursuant to the LOI, the definitive agreement is to contain customary representations, warranties and conditions to closing. Subsequent to September 30, 2018, L2 converted $21,560 into 98,000,000 shares of common stock.

Summary of Business and Basis_2

Summary of Business and Basis of Presentation (Policies)	9 Months Ended
	Sep. 30, 2018
Accounting Policies [Abstract]
Organization and Business	Organization and Business Cruzani, Inc. is a franchise development company that builds and represents popular franchise concepts, and other related businesses, throughout the United States as well as international markets. Cruzani, Inc. was originally formed as a limited liability company on February 5, 1999 under the name The Powerhouse, L.L.C. pursuant to the laws of the State of Oklahoma. On November 9, 2006, Powerhouse Productions, L.L.C. filed Articles of Conversion changing the entity from a limited liability company to a corporation under the name Harcom Productions, Inc. On January 25, 2010, Articles of Merger were filed with the State of Oklahoma merging U.S. Highland, Inc., an Oklahoma corporation into Harcom Productions, Inc. and the name of the corporation was changed to US Highland, Inc. US Highland, Inc. was a recreational power sports Original Equipment Manufacturer (“OEM”), developing motorcycles, quads, single cylinder engines, and v-twin engines under its own brand and for other OEMs. During 2017, the Company exited the recreational power sports OEM and leisure activity vehicles markets. On June 29, 2018, the Company filed Amended and Restated Articles of Incorporation with the State of Nevada to change its name to Cruzani, Inc. Consistent with the Company’s new name, the Company changed the composition of its business direction. Supreme Sweets Acquisition Corp., a subsidiary of the Company, was renamed Oventa, Inc. (“Oventa”). Oventa operates in a 39,000 sq. foot, commercial bakery located in Toronto, Ontario, Canada, which was established in March 2015 by Mario Parravano and Barbara Parravano (collectively, the “Founders”). Oventa operates in west-end Toronto at the junction of two major Toronto highways, fronting the Q.E.W. corridor, 10 minutes from downtown Toronto, and only 10 minutes from Pearson International Airport. Oventa’s high speed bread, pastry and donut lines, spiral and walk-in coolers and freezers, tunnel, revolving, and deck ovens, and equipment to produce virtually any bakery or snack product are in place and operational. There is considerable room to expand on the property. The current gross annual revenue for Oventa is approximately CAD $1 million dollars. Oventa services local coffee shops and manufactures private label products for customers in Canada and the U.S. Ovanta will be the second, major operational focus of the Company. The acquisition of Oventa is in addition to the acquisition of TruFood Provisions Co., which is being rebranded and will launch in 2019. On September 27, 2017, the Company entered into a stock purchase agreement, for the acquisition of a majority interest in Recipe Food Co. of Toronto (“Recipe Food Co.”). The Company believes that this arrangement will provide a stronger basis for growth and innovation. Recipe Food Co. will operate as a majority owned subsidiary of Cruzani, and Recipe Food Co. will continue to be led by its founder, Dee Gibson. The Company formally completed the closing of the asset purchase agreement on October 2, 2018, completing its acquisition of a majority interest in Recipe Food.
Basis of Presentation	Basis of Presentation The Company’s unaudited consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America. These consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, USH Distribution Corp., Powersports Brand Alliance, Inc., and Supreme Sweets Acquisition Corp. All significant intercompany transactions and balances have been eliminated. The unaudited consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and reflect all adjustments (consisting of normal recurring adjustments unless otherwise indicated) which, in the opinion of management, are necessary for a fair presentation of the results for the interim periods presented. Certain prior year amounts have been reclassified to conform to current year presentation. Certain information in footnote disclosures normally included in the financial statements were prepared in conformity with accounting principles generally accepted in the United States of America and have been condensed or omitted pursuant to such principles and the financial results for the periods presented may not be indicative of the full year’s results. The Company believes the disclosures are adequate to make the information presented not misleading. These financial statements should be read in conjunction with the Company’s audited financial statements and the notes thereto for the fiscal year ended December 31, 2017 included in the Company’s Annual Report on Form 10-K filed with the SEC on April 4, 2018 and as amended on October 17, 2018 (the “2017 Annual Report”).
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Reclassifications	Reclassifications Certain reclassifications have been made to the prior year financial information to conform to the presentation used in the financial statements for the year ended September 30, 2018.
Principles of Consolidation	Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Oventa, Inc. and TruFood Provisions Co. All financial information has been prepared in conformity with accounting principles generally accepted in the United States of America. All significant intercompany transactions and balances have been eliminated.
Revenue Recognition	Revenue Recognition Revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration that an entity expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those goods. The Company applies the following five-step model in order to determine this amount: (i) identification of the promised goods in the contract; (ii) determination of whether the promised goods are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. Once a contract is determined to be within the scope of ASC 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The Company recognizes as revenues the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. Generally, the Company’s performance obligations are transferred to customers at a point in time, typically upon delivery.
Recently issued accounting pronouncements	Recently issued accounting pronouncements The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

Loans Payable (Tables)

Loans Payable (Tables)	9 Months Ended
	Sep. 30, 2018
Loans Payable
Schedule of loans payable	Rate September 30, December 31, Loan 1 1 % $ 27,000 $ 27,000 (1) Loan 2 1 % 3,000 3,000 (1) Loan 4 8 % 35,000 111,000 (1) Loan 5 8 % 164,400 190,000 Loan 6 5 % - 100,000 Loan 7 5 % 135,475 - (1) Total $ 364,875 $ 431,000 (1) These notes are currently past due.

Convertible Notes (Tables)

Convertible Notes (Tables)	9 Months Ended
	Sep. 30, 2018
Debt Disclosure [Abstract]
Schedule of convertible notes payable	Rate September 30, December 31, Loan 1 1 % $ 27,000 $ 27,000 Loan 2 1 % 3,000 3,000 Loan 4 8 % 35,000 111,000 Loan 5 8 % 164,400 190,000 Loan 6 5 % - 100,000 Loan 7 5 % 135,475 - Total $ 364,875 $ 431,000

Derivative Liabilities (Tables)

Derivative Liabilities (Tables)	9 Months Ended
	Sep. 30, 2018
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Summary of changes in fair value of financial liabilities	September 30, December 31, Balance at the beginning of the period $ 409,948 $ 402,881 Addition of new derivative liabilities 1,127,281 - Change in fair value of embedded conversion option 305,886 44,084 Derecognition of derivatives upon settlement of convertible notes (462,324 ) (37,017 ) Balance at the end of the period $ 1,380,791 $ 409,948
Schedule of significant to the fair value measurement	Expected Volatility Risk-free Interest Rate Expected Dividend Yield Expected Life At December 31, 2017 335% 1.39% 0% 0.25 – 2.50 At September 30, 2018 209.47%- 261.9% 2.14%-2.36% 0% 0.25 – .50

Warrants (Tables)

Warrants (Tables)	9 Months Ended
	Sep. 30, 2018
Warrants
Summary of stock warrants outstanding	Shares Weighted Weighted Outstanding, December 31, 2017 - $ - $ - Issued 453,381,835 $ 0.0011 $ 0.0014 Exercised - $ - $ - Forfeited - $ - $ - Expired - $ - $ - Outstanding, September 30, 2018 453,381,835 $ 0.0011 $ 0.0014 Exercisable, September 30, 2018 453,381,835 $ 0.0011 $ 0.0014 Range of Exercise Prices Number Outstanding 9/30/2018 Weighted Average Remaining Contractual Life Weighted Average $0.001 – 0.0071 453,381,835 4.94 years $0.0011
Schedule binomial option pricing model	Expected Volatility Risk-free Interest Rate Expected Dividend Yield Expected Life (in years) At September 30, 2018 252.42% – 258.24% 2.80%-2.94% 0 % 5

Summary of Business and Basis_3

Summary of Business and Basis of Presentation (Details)	9 Months Ended
	Sep. 30, 2018
Summary of Business and Basis of Presentation (Textual)
State of incorporation	Oklahoma
Date of incorporation	Feb. 5, 1999

Going Concern (Details)

Going Concern (Details) - USD ($)	Sep. 30, 2018	Dec. 31, 2017
Going Concern (Textual)
Accumulated deficit	$ (78,055,519)	$ (75,244,112)

Deposits on Acquisition (Detail

Deposits on Acquisition (Details)	9 Months Ended
	Sep. 30, 2018USD ($)
Deposits on Acquisition (Textual)
Percentage of ownership	80.00%
Paid related to acquisition	$ 35,500

Asset Acquisitions (Details)

Asset Acquisitions (Details) - TruFood Provisions Co [Member] - USD ($)	1 Months Ended	9 Months Ended
	Jun. 30, 2018	Sep. 30, 2018	Mar. 08, 2018
Asset Acquisition (Textual)
Percentage of interest			100.00%
Paid related to acquisition		$ 124,000
Exchange shares			$ 1,000,000,000
Business acquisition, description	Supreme Sweets Acquisition Corp. (n/k/a Oventa, Inc.), a subsidiary of the Company, and the Company (collectively, the “Company”) entered into an asset purchase agreement (the “Asset Purchase Agreement”) with Supreme Sweets Inc. and 2498411 Ontario, Inc., as sellers (collectively, the “Seller”), pursuant to which in exchange for CAD $200,000 and a twenty percent (20%) interest in Oventa, Inc., the Company agreed to acquire the trade secret assets of Seller upon the terms and subject to the conditions set forth in the Asset Purchase Agreement. The value of the assets recorded of $6,367,227 is currently an estimate based upon the estimated fair value of the assets acquired under ASC 805-50-25-1. There has been no goodwill or a loss recorded related to the acquisition. The compensation amount to be paid to Supreme Sweets Inc. is currently recorded as other liabilities. A second closing occurred on July 31, 2018, pursuant to which the Company acquired the furniture, fixtures and equipment of Seller in exchange for CAD $100,000. Seller is engaged in the business of preparing delicious snacks, pastries and baked goods with high quality ingredients for exceptional taste, including low calorie and gluten-free alternatives.

Loans Payable (Details)

Loans Payable (Details) - USD ($)	Sep. 30, 2018	Dec. 31, 2017
Debt Instrument [Line Items]
Total	$ 364,875	$ 431,000
Loan 1 [Member]
Debt Instrument [Line Items]
Rate	1.00%
Total	$ 27,000	27,000	[1]
Loan 2 [Member]
Debt Instrument [Line Items]
Rate	1.00%
Total	$ 3,000	3,000	[1]
Loan 4 [Member]
Debt Instrument [Line Items]
Rate	8.00%
Total	$ 35,000	111,000	[1]
Loan 5 [Member]
Debt Instrument [Line Items]
Rate	8.00%
Total	$ 164,400	190,000
Loan 6 [Member]
Debt Instrument [Line Items]
Rate	5.00%
Total		100,000
Loan 7 [Member]
Debt Instrument [Line Items]
Rate	5.00%
Total	$ 135,475		[1]
[1]	These notes are currently past due.

Convertible Notes (Details)

Convertible Notes (Details) - USD ($)	1 Months Ended	9 Months Ended
	Dec. 31, 2017	Sep. 30, 2018
Total Notes		$ 1,508,599
Less Debt Discount	0	(434,143)
Total	$ 814,753	$ 1,074,456
Loan 1 [Member]
Rate	12.00%	12.00%
Total Notes	$ 500,000	$ 500,000
Convertible note maturity, description	This note is currently past due.	This note is currently past due.
Loan 2 [Member]
Rate	10.00%	10.00%
Total Notes	$ 75,000	$ 150,000
Convertible note maturity, description	Various maturity dates. No amounts are past due.	Various maturity dates. No amounts are past due.
Loan 3 [Member]
Rate		1.00%
Total Notes		$ 52,832
Convertible note maturity, description		Various maturity dates. No amounts are past due.
Loan 4 [Member]
Rate	8.00%	8.00%
Total Notes	$ 71,996	$ 68,004
Convertible note maturity, description	This note is currently past due.	This note is currently past due.
Loan 5 [Member]
Rate	8.00%	8.00%
Total Notes	$ 55,000	$ 60,750
Convertible note maturity, description	$24,000 of this balance is past due.	$24,000 of this balance is past due.
Loan 6 [Member]
Rate	8.00%
Total Notes	$ 72,100
Loan 7 [Member]
Rate	8.00%
Total Notes	$ 40,657
Loan 8 [Member]
Rate		5.00%
Total Notes		$ 677,013
Convertible note maturity, description		Various maturity dates. No amounts are past due.

Derivative Liabilities (Details

Derivative Liabilities (Details) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2018	Dec. 31, 2017
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Balance at the beginning of the period	$ 409,948	$ 402,881
Addition of new derivative liabilities	1,127,281
Change in fair value of embedded conversion option	305,886	44,084
Derecognition of derivatives upon settlement of convertible notes	(462,324)	(37,017)
Balance at the end of the period	$ 1,380,791	$ 409,948

Derivative Liabilities (Detai_2

Derivative Liabilities (Details 1)	9 Months Ended	12 Months Ended
	Sep. 30, 2018	Dec. 31, 2017
Expected Volatility		335.00%
Risk-free Interest Rate		1.39%
Expected Dividend Yield	0.00%	0.00%
Minimum [Member]
Expected Volatility	209.47%
Risk-free Interest Rate	2.14%
Expected Life (in years)	2 months 30 days	2 months 30 days
Maximum [Member]
Expected Volatility	261.90%
Risk-free Interest Rate	2.36%
Expected Life (in years)	6 months	2 years 6 months

Warrants (Details)

Warrants (Details) - Warrant [Member]	9 Months Ended
	Sep. 30, 2018USD ($)$ / sharesshares
Shares available to purchase with warrants
Outstanding beginning balance | shares
Issued | shares	453,381,835
Exercised | shares
Forfeited | shares
Expired | shares
Outstanding ending balance | shares	453,381,835
Exercisable ending | $	$ 453,381,835
Weighted Average Price
Outstanding beginning balance
Issued	0.0011
Exercised
Forfeited
Expired
Outstanding ending balance	0.0011
Exercisable ending	0.0011
Weighted Average Fair Value
Outstanding beginning balance
Issued	0.0014
Exercised
Forfeited
Expired
Outstanding ending balance	0.0014
Exercisable ending	$ 0.0014

Warrants (Details 1)

Warrants (Details 1) - Warrant [Member] - $ / shares	9 Months Ended
	Sep. 30, 2018	Dec. 31, 2017
Class of Warrant or Right [Line Items]
Number of outstanding shares	453,381,835
Weighted Average Remaining Contractual Life	4 years 11 months 8 days
Weighted Average Exercise Price	$ 0.0011
Maximum [Member]
Class of Warrant or Right [Line Items]
Range of Exercise Price	0.0071
Minimum [Member]
Class of Warrant or Right [Line Items]
Range of Exercise Price	$ 0.001

Warrants (Details 2)

Warrants (Details 2)	9 Months Ended
	Sep. 30, 2018
Expected Life (in years)	5 years
Fair Value, Inputs, Level 3 [Member]
Expected Dividend Yield	0.00%
Fair Value, Inputs, Level 3 [Member] | Minimum [Member]
Expected Volatility	252.42%
Risk-free Interest Rate	2.80%
Fair Value, Inputs, Level 3 [Member] | Maximum [Member]
Expected Volatility	258.24%
Risk-free Interest Rate	2.94%

Warrants (Details Textual)

Warrants (Details Textual)	9 Months Ended
	Sep. 30, 2018USD ($)Integershares
Warrants (Textual)
Warrant expiry term	5 years
Fair value of the warrants	$ 280,437
L2 Capital, LLC [Member]
Warrants (Textual)
Warrant to purchase common shares | shares	7,638,092
Warrant incremental description	Note is funded by the Holder in cash, then on such funding date, the warrant shares shall immediately and automatically be increased by the quotient of 100% of the face value of the respective tranche and 110% of the VWAP of the common stock on the Trading Day immediately prior to the funding date of the respective tranche.</p>" id="sjs-B9">&lt;p style="margin: 0pt">Note is funded by the Holder in cash, then on such funding date, the warrant shares shall immediately and automatically be increased by the quotient of 100% of the face value of the respective tranche and 110% of the VWAP of the common stock on the Trading Day immediately prior to the funding date of the respective tranche.&lt;/p>
L2 Capital, LLC [Member] | Warrant [Member]
Warrants (Textual)
Initial tranche amount	$ 50,000
Number of tranches | Integer	2

Common Stock (Details)

Common Stock (Details)	9 Months Ended
	Sep. 30, 2018USD ($)shares
Common Stock (Textual)
Common stock, shares | shares	98,000,000
Common stock, amount	$ 21,560
Convertible Note [Member]
Common Stock (Textual)
Common stock, shares | shares	704,188,067
Common stock, amount	$ 250,547
Accrued interest	$ 18,870

Preferred Stock (Details)

Preferred Stock (Details) - USD ($)	1 Months Ended		9 Months Ended
	Sep. 19, 2018	Jul. 23, 2018	Sep. 30, 2018
Preferred Stock (Textual)
Convertible debt potential shares			1,000,000,000
Series A Convertible Preferred Stock [Member]
Preferred Stock (Textual)
Convertible preferred stock, description			Series A Convertible Preferred Stock</i></b>, has a par value of $0.01, may be converted at the holder’s election into shares of common stock at the conversion rate of ten shares of common stock for one share of Series A Preferred Stock. Each share is entitled to 10 votes, voting with the common stock as a single class, has liquidation rights of $2.00 per share and is not entitled to receive dividends.
Series B Convertible Preferred Stock [Member]
Preferred Stock (Textual)
Convertible preferred stock, description			Series B Convertible Preferred Stock</i></b>, has a par value of $0.01, may be converted at the holder’s election into shares of common stock at the conversion rate of 4,000 shares of common stock for one share of Series B Preferred Stock. Each share is entitled to 4,000 votes, voting with the common stock as a single class, has liquidation rights of $0.01 per share and is not entitled to receive dividends.
Series C Preferred Stock [Member]
Preferred Stock (Textual)
Convertible preferred stock, description			Series C Convertible Preferred Stock</i></b>, has a par value of $0.01, may be converted at the holder’s election into shares of common stock at the conversion rate of 400 shares of common stock for one share of Series C Preferred Stock. Each share is entitled to 400 votes, voting with the common stock as a single class, has liquidation rights of $0.01 per share and is entitled to receive four hundred times the dividends declared and paid with respect to each share of Common Stock.
Series D Preferred Stock [Member]
Preferred Stock (Textual)
Convertible preferred stock, description		Series E Convertible Preferred Stock, has a par value of $0.001, and a stated value of $1.00 per share, subject to adjustment. The shares of Series E Convertible Preferred Stock at a conversion price that is equal to the amount that is 61% of the lowest trading price of the Company’s common stock during the 20 trading days immediately preceding such conversion. The shares of Series E Convertible Preferred Stock are subject to redemption by the Company at its option from the date of issuance until the date that is 180 days therefrom, subject to premium that ranges from 120% to 145%, increasing by 5% during each 30-day period following issuance. Series E carries a 12% cumulative dividend, which will increase to 22% upon an event of default, is non-voting, and has liquidation rights to be paid in cash, before any payment to common or junior stock.	Series D Convertible Preferred Stock</i></b>, has a par value of $0.0001, may be converted at a ratio of the Stated Value plus dividends accrued but unpaid divided by the fixed conversion price of $0.0015, which conversion price is subject to adjustment. Series D is non-voting, has liquidation rights to be paid in cash, before any payment to common or junior stock, 140% of the Stated Value ($2.00) per share plus any dividends accrued but unpaid thereon and is entitled to 8% cumulative dividends.
Preferred stock, shares		125,000
Preferred stock, amount		$ 18,750
Preferred stock, per share		$ 0.15
Series E Preferred Stock [Member]
Preferred Stock (Textual)
Preferred stock, shares	53,000
Preferred stock, amount	$ 53,000

Related Party Transaction (Deta

Related Party Transaction (Details) - Everett Dickson [Member]	9 Months Ended
	Sep. 30, 2018USD ($)shares
Related Party Transaction (Textual)
Shares issued | shares	5,000,000
Non-cash expense | $	$ 120,000

Subsequent Events (Details)

Subsequent Events (Details) - USD ($)	Oct. 15, 2018	Oct. 05, 2018	Sep. 30, 2018
Converted shares of common stock			98,000,000
Converted value of common stock			$ 21,560
Subsequent Event [Member]
Purchase price	$ 60,000
Series E Preferred Stock [Member] | Subsequent Event [Member]
Sale of stock		$ 50,000