bowmo (BOMO) 10-Q 20 May 19 2019 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2019	May 17, 2019
Document and Entity Information [Abstract]
Entity Registrant Name	Cruzani, Inc.
Entity Central Index Key	0001381871
Trading Symbol	CZNI
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Type	10-Q
Document Period End Date	Mar. 31, 2019
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2019
Entity Filer Category	Non-accelerated Filer
Entity Ex Transition Period	false
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Common Stock, Shares Outstanding		160,906,129

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Mar. 31, 2019	Dec. 31, 2018
Current Assets:
Cash	$ 4,080	$ 1,579
Other current assets	339,813	339,813
Deposits on acquisition	102,552	85,392
Total Current Assets	446,445	426,784
Total Assets	446,445	426,784
Current Liabilities:
Accounts payable	282,962	407,768
Accrued liabilities	509,792	780,031
Accrued officer compensation	88,000	68,000
Convertible Notes, net of discounts of $0 and $209,029, respectively	1,793,950	1,592,570
Derivative liabilities	545,649	433,924
Loans payable	229,500	224,400
Total Current Liabilities	3,449,853	3,506,693
Total Liabilities	3,449,853	3,506,693
Commitments and Contingencies (Note 10)
MEZZANINE EQUITY
Series E Preferred stock, 500,000 shares authorized, par value $0.01; 106,000 and 53,000 shares issued and outstanding; respectively	106,000	53,000
Total mezzanine equity	106,000	53,000
Stockholders' Equity (Deficit):
Preferred stock value
Common stock 3,000,000,000 shares authorized, $0.00001 par value; 102,603,103 and 73,442,239 shares issued and outstanding, respectively	1,026	734
Treasury stock, at cost – 2,917 shares	(773,500)	(773,500)
Additional paid in capital	75,698,952	75,544,112
Accumulated deficit	(78,119,763)	(77,988,132)
Total Stockholders' Deficit	(3,109,408)	(3,132,909)
Total Liabilities and Stockholders’ Equity (Deficit)	446,445	426,784
Series A Preferred Stock
Stockholders' Equity (Deficit):
Preferred stock value	33,815	33,815
Total Stockholders' Deficit	33,815	33,815
Series B Preferred Stock
Stockholders' Equity (Deficit):
Preferred stock value	50	50
Total Stockholders' Deficit	50	50
Series C Preferred Stock
Stockholders' Equity (Deficit):
Preferred stock value	50,000	50,000
Total Stockholders' Deficit	50,000	50,000
Series D Preferred Stock
Stockholders' Equity (Deficit):
Preferred stock value	12	12
Total Stockholders' Deficit	$ 12	$ 12

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)	Mar. 31, 2019	Dec. 31, 2018
Convertible notes, net of discounts	$ 0	$ 209,029
Preferred Stock, shares authorized	865,000	865,000
Preferred Stock, par value	$ 0.01	$ 0.01
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	102,603,103	73,442,239
Common Stock, shares outstanding	102,603,103	73,442,239
Treasury Stock - shares	2,917	2,917
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	5,000,000
Preferred Stock, shares outstanding	5,000,000	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
Series E Preferred Stock
Preferred Stock, shares authorized	500,000	500,000
Preferred Stock, par value	$ 0.01	$ 0.01
Preferred Stock, shares issued	106,000	53,000
Preferred Stock, shares outstanding	106,000	53,000

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Operating Expenses:
Officer compensation expense	$ 30,000
General and administrative	30,119	25,423
Professional fees	72,048	37,000
Total operating expenses	132,167	62,423
Loss from operations	(132,167)	(62,423)
Other Income (Expense):
Interest expense	(253,722)	(39,742)
Change in fair value of derivatives	(37,006)	194,734
Loss on convertible debt	(46,250)	(36,305)
Loss on issuance of convertible preferred stock	(154,502)
Gain on extinguishment of debt	492,016
Total other income	536	118,687
Income before provision for income taxes	(131,631)	56,264
Provision for income taxes
Net (Loss) Income	$ (131,631)	$ 56,264
(Loss) Income per share, basic	$ 0	$ 0
(Loss) Income per share, diluted	$ 0	$ 0
Weighted average shares outstanding, basic	91,062,809	18,128,666
Weighted average shares outstanding, diluted	91,062,809	34,004,575

Consolidated Statement of Chang

Consolidated Statement of Changes in Stockholders' Deficit (Unaudited) - USD ($)	Series A Preferred Stock	Series B Preferred Stock	Series C Preferred Stock	Series D Preferred Stock	Common Stock	Additional Paid-In Capital	Treasury Stock	Accumulated Deficit	Total
Balance at Dec. 31, 2017	$ 33,815	$ 50			$ 173	$ 73,346,487	$ (773,500)	$ (75,244,112)	$ (2,637,087)
Balance, shares at Dec. 31, 2017	3,381,520	5,000			17,272,502
Shares issued for convertible debt					$ 28	9,670			9,698
Shares issued for convertible debt, Shares					2,797,090
Net loss								56,264	56,264
Balance at Mar. 31, 2018	$ 33,815	$ 50			$ 201	73,356,157	(773,500)	(75,187,848)	(2,571,125)
Balance, shares at Mar. 31, 2018	3,381,520	5,000			20,069,592
Balance at Dec. 31, 2018	$ 33,815	$ 50	$ 50,000	$ 12	$ 734	75,544,112	(773,500)	(77,988,132)	(3,132,909)
Balance, shares at Dec. 31, 2018	3,381,520	5,000	5,000,000	125,000	73,442,239
Shares issued for convertible debt					$ 292	154,840			155,132
Shares issued for convertible debt, Shares					29,160,864
Net loss								(131,631)	(131,631)
Balance at Mar. 31, 2019	$ 33,815	$ 50	$ 50,000	$ 12	$ 1,026	$ 75,698,952	$ (773,500)	$ (78,119,763)	$ (3,109,408)
Balance, shares at Mar. 31, 2019	3,381,520	5,000	5,000,000	125,000	102,603,103

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income	$ (131,631)	$ 56,264
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Change in fair value of derivatives	37,006	(194,734)
Loss on convertible debt	46,250	36,305
Loss on issuance of convertible preferred stock	154,502
Debt discount amortization	209,029	1,510
Gain on extinguishment of debt	(492,016)
Changes in Operating Assets and Liabilities:
Prepaids expenses and deposits		(40,000)
Other assets	(17,161)
Accounts payable and accrued liabilities	98,022	(2,500)
Accrued liabilities - related party	20,000	38,232
Net Cash Used in Operating Activities	(75,999)	(104,923)
CASH FLOWS FROM INVESTING ACTIVITIES:
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from convertible debt	25,500	110,000
Preferred stock sold for cash	53,000
Net Cash Provided by Financing Activities	78,500	110,000
Net Increase in Cash	2,501	5,077
Cash at Beginning of Period	1,579	3,066
Cash at End of Period	4,080	8,143
Cash paid during the period for:
Interest
Income taxes
Supplemental disclosure of non-cash activity:
Common stock issued for conversion of debt	$ 43,899

Summary of Business and Basis o

Summary of Business and Basis of Presentation	3 Months Ended
	Mar. 31, 2019
Accounting Policies [Abstract]
SUMMARY OF BUSINESS AND BASIS OF PRESENTATION	NOTE 1 – SUMMARY OF BUSINESS AND BASIS OF PRESENTATION Organization and Business Cruzani, Inc. (“Cruzani” or the “Company”) 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. The Company 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. The name change is subject to approval by the Financial Industry Regulatory Authority (known as “FINRA”). 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. 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. The Asset Purchase Agreement included a provision, pursuant to which the Company could unwind the transaction if certain milestones were not achieved. The milestones contemplated in the Asset Purchase Agreement were not met, and accordingly, on February 7, 2019, effective as of December 31, 2018, the Company terminated the Asset Purchase Agreement with Supreme Sweets Inc. and 2498411 Ontario, Inc On September 27, 2018, the Company entered into a stock purchase agreement (the “Stock Purchase Agreement”) with Sandrea Gibson, as seller (the “Seller”), and Recipe Food Co., as the target (the “Target”), pursuant to which in exchange for up to CAD $237,000, the Company agreed to acquire 80% of the issued and outstanding stock of the Target from the Seller upon the terms and subject to the conditions set forth in the Stock Purchase Agreement. Seller is engaged in the business of preparing and serving delicious, healthy meals on a counter-service basis with high quality ingredients, including low calorie alternatives. Difficulties integrating the Target into the Company group, which forced the Company to cease injecting additional capital into the Target. The Target is currently on the market for disposition to a third-party buyer on an arms-length basis., which the Company can undertake due to its supermajority ownership. Basis of Presentation The accompanying unaudited interim consolidated condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). These unaudited consolidated condensed financial statements should be read in conjunction with the audited financial statements and footnotes for the year ended December 31, 2018 included on the Company’s Form 10-K. The results of the three months ended March 31, 2019 are not necessarily indicative of the results to be expected for the full year ending December 31, 2019. In the opinion of management, all adjustments necessary to present fairly the financial position as of March 31, 2019 and the results of operations and cash flows presented herein have been included in the financial statements. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results of operations for the full year. 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. Concentrations of Credit Risk We maintain our cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. We continually monitor our banking relationships and consequently have not experienced any losses in our accounts. We believe we are not exposed to any significant credit risk on cash. As of March 31, 2019, all of the Company’s other current asset and deposits on acquisition are expected to be returned to the Company. Reclassifications Certain reclassifications have been made to the prior year financial information to conform to the presentation used in the financial statements for the three months ended March 31, 2019. There is no effect on the accumulated deficit as the result of these reclassifications. Principles of Consolidation The accompanying unaudited interim consolidated condensed financial statements include the accounts of the Company and its wholly-owned subsidiaries, Supreme Sweets Acquisition Corp The subsidiaries have had no significant net activity. Receivables The Company has other current assets of $339,813 as a result of it’s now terminated purchase agreement with Supreme Sweets Acquisition Corp, and deposits on acquisition of $102,552 from its stock purchase agreement with Recipe Food Co. (see above). The Company has evaluated the collectability of both assets and concluded that all funds will likely be recovered. Fair value of financial instruments The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below: Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3: Pricing inputs that are generally unobservable inputs and not corroborated by market data. The carrying amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses and accrued expenses approximate their fair value because of the short maturity of those instruments. The Company’s notes payable approximates the fair value of such instruments based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangements at December 31, 2018. 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	3 Months Ended
	Mar. 31, 2019
Going Concern
GOING CONCERN	NOTE 2 – GOING CONCERN The accompanying unaudited interim consolidated condensed 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 $78,119,763. 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.

Loans Payable

Loans Payable	3 Months Ended
	Mar. 31, 2019
Debt Disclosure [Abstract]
LOANS PAYABLE	NOTE 3 – LOANS PAYABLE The loan payable balances are as follows: Rate March 31, December 31, Loan 1 1 % $ 27,000 $ 27,000 Loan 2 1 % 3,000 3,000 Loan 3 8 % 39,000 39,000 Loan 4 8 % 160,500 155,400 Total $ 229,500 $ 224,400 Above notes are past due as of the issuance of these financial statements.

Convertible Notes

Convertible Notes	3 Months Ended
	Mar. 31, 2019
Debt Disclosure [Abstract]
CONVERTIBLE NOTES	NOTE 4 – CONVERTIBLE NOTES On January 18, 2019, the Company executed a promissory note with Travel Data Solutions LLC for $35,000, of which it has received $25,000. The note bears interest at 10%, and matures on January 31, 2020. The specific terms of conversion are still being negotiated. Commencing on January 31, 2019 and on the last day of each month thereafter, the Company shall pay to the Holder Three Thousand Two Hundred Eight dollars and Thirty-Three cents ($3,208.33) of which Two Thousand Nine Hundred Sixteen Dollars and Sixty-Six cents ($2,916.66) represents payment towards the outstanding Principal Amount and Two Hundred Nineteen Dollars and Sixty-Six cents ($219.66) represents accrued interest thereon. The following table summarizes the convertible notes as of March 31, 2019: Note Holder Date Maturity Date Interest Balance Additions Conversions / Transfers Balance Third party individual 7/25/13 12/31/16 12 % $ 500,000 $ - $ - $ 500,000 Adar Bays, LLC 2/11/16 2/11/17 24 % 68,004 - - 68,004 GW Holdings Group, LLC 5/17/16 5/17/17 24 % 24,000 - - 24,000 Travel Data Solutions 11/18/17 11/30/19 10 % 150,000 25,500 - 175,500 GW Holdings Group, LLC 3/16/18 3/15/19 8 % 36,750 - - 36,750 Device Corp various various 8 % 140,831 - - 140,831 L2 Capital, LLC various various 8 % 882,014 - (33,149 ) 848,865 Total $ 1,801,599 $ 25,500 $ (42,849 ) $ 1,793,950 Less debt discount (209,029 ) - $ 1,592,570 $ 1,793,950

Derivative Liabilities

Derivative Liabilities	3 Months Ended
	Mar. 31, 2019
Derivative Instruments and Hedging Activities Disclosure [Abstract]
DERIVATIVE LIABILITIES	NOTE 5 – DERIVATIVE LIABILITIES The embedded conversion options of the Company's convertible debentures summarized in Note 4, and its convertible preferred Series E stock. 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: March 31, December 31, Balance at the beginning of the period $ 433,924 $ 409,948 Addition of new derivative liabilities 154,502 1,127,271 Change in fair value of embedded conversion option 37,006 (706,663 ) Derecognition of derivatives upon settlement of convertible notes (79,783 ) (394,642 ) Balance at the end of the period $ 545,649 $ 433,924 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 of its derivatives: Expected Volatility Risk-free Interest Rate Expected Dividend Yield Expected Life At December 31, 2018 335.58% 2.45% 0% 0.25 – 0.45 At March 31, 2019 254.61% - 295.25% 2.43% 0% 0.25 – 0.63

Warrants

Warrants	3 Months Ended
	Mar. 31, 2019
Warrants
WARRANTS	NOTE 6 – 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 381,905 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 December 31, 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 $280,438 based on the Black Scholes Merton pricing model using the following estimates: exercise price ranging from $0.001 – 0.0071, 2.80% – 2.94% risk free rate, 252.42 – 258.24% volatility and expected life of the warrants of 5 years. The fair value was credited to additional paid in capital and debited to debt discount to be amortized over the term of the loan. Range of Exercise Prices Number Outstanding Weighted Average Remaining Contractual Life Weighted Average $0.001 – 0.0071 22,669,092 4.44 years $0.0011

Common Stock

Common Stock	3 Months Ended
	Mar. 31, 2019
Equity [Abstract]
COMMON STOCK	NOTE 7 – COMMON STOCK In November 20, 2018, the Company and its stockholders approved a 1 for 20 reverse stock split. The reverse stock split was deemed effective by the Financial Industry Regulatory Authority ("FINRA") on January 10, 2019. All shares throughout these financial statements have been retroactively adjusted to reflect the reverse stock split. During the three months ended March 31, 2019, L2 Capital, LLC converted $33,149 of principal into 16,660,864 shares of common stock. During the three months ended March 31, 2019, Device Corp converted $9,700 and $1,050 of principal and interest, respectively, into 12,500,000 shares of common stock. The loans from Device Corp have no specific terms of conversion and have therefore not been classified as convertible. The shares were valued on the date of conversion at the closing stock price, for a loss on conversion of debt of $46,250.

Preferred Stock

Preferred Stock	3 Months Ended
	Mar. 31, 2019
Equity [Abstract]
PREFERRED STOCK	NOTE 8 – 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 January 15, 2019, 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. As of March 31, 2019, and December 31, 2018, there are 106,000 and 53,000 shares of Series E preferred stock outstanding, respectively. As of March 31, 2019, the Company fair valued its Series E preferred stock at $154,502.

Related Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2019
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 9 – RELATED PARTY TRANSACTIONS Per the terms of Mr. Dickson's employment agreement, he is to be compensated $120,000 per year. For the year ended December 31, 2018, he was paid $52,000, and $68,000 had been credited to accrued compensation. For the three months ended March 31, 2019, he was paid $10,000 As of March 31, 2019, $88,000 had been credited to accrued compensation.

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2019
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 10 – COMMITMENTS AND CONTINGENCIES During the normal course of business, the Company may be exposed to litigation. When the Company becomes aware of potential litigation, it evaluates the merits of the case in accordance with FASB ASC 450-20-50, Contingencies. The Company evaluates its exposure to the matter, possible legal or settlement strategies and the likelihood of an unfavorable outcome. If the Company determines that an unfavorable outcome is probable and can be reasonably estimated, it establishes the necessary accruals. As of March 31, 2019, the Company is not aware of any additional contingent liabilities that should be reflected in the financial statements. On February 13, 2017, Baum Glass & Jayne PLLC ("Plaintiff") obtained a default judgment against the Company in the amount of $27,083.74. Plaintiff has not attempted enforced collection. The amount was included in accounts payable as of March 31, 2019 and December 31, 2018. On June 20, 2018, GW Holdings Group, Inc. ("GW") filed a lawsuit against the Company, in which GW alleges that the Company breached two Stock Purchase Agreements that GW entered into with the Company. On July 11, 2018, the Company filed a motion to dismiss which was granted by the court on March 13, 2019. A notice of appeal filed by GW is pending. As of March 31, 2019, the Company has a note payable balance of $60,750 due to GW. Since GW's original complaint has been dismissed and no further action has been taken by the court, no additional liability has been accrued. On September 21, 2018, Pro Drive Outboards, LLC ("Pro-Drive") filed a lawsuit against the Company, in which Pro-Drive alleges that the Company breached a contract that Pro-Drive entered into with the Company. Pro-Drive is seeking damages in excess of $500,000. The Company has filed an answer, including the defenses of defective service of process and statute of limitations, and the case is currently pending. Because this case has not progressed beyond a motion to dismiss and any pending outcome is currently unknown the Company has not accrued any amount related to this lawsuit.

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2019
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 11 – SUBSEQUENT EVENTS Management has evaluated subsequent events pursuant to the requirements of ASC Topic 855, from the balance sheet date through the date the financial statements were issued and has determined that no material subsequent events exist other then the following. Subsequent to March 31, 2019, Geneva Roth Remark Holdings converted 47,640 shares of Series E preferred stock into 58,303,026 shares of common stock.

Summary of Business and Basis_2

Summary of Business and Basis of Presentation (Policies)	3 Months Ended
	Mar. 31, 2019
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited interim consolidated condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). These unaudited consolidated condensed financial statements should be read in conjunction with the audited financial statements and footnotes for the year ended December 31, 2018 included on the Company’s Form 10-K. The results of the three months ended March 31, 2019 are not necessarily indicative of the results to be expected for the full year ending December 31, 2019. In the opinion of management, all adjustments necessary to present fairly the financial position as of March 31, 2019 and the results of operations and cash flows presented herein have been included in the financial statements. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results of operations for the full year.
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.
Concentrations of Credit Risk	Concentrations of Credit Risk We maintain our cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. We continually monitor our banking relationships and consequently have not experienced any losses in our accounts. We believe we are not exposed to any significant credit risk on cash. As of March 31, 2019, all of the Company’s other current asset and deposits on acquisition are expected to be returned to the Company.
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 three months ended March 31, 2019. There is no effect on the accumulated deficit as the result of these reclassifications.
Principles of Consolidation	Principles of Consolidation The accompanying unaudited interim consolidated condensed financial statements include the accounts of the Company and its wholly-owned subsidiaries, Supreme Sweets Acquisition Corp The subsidiaries have had no significant net activity.
Receivables	Receivables The Company has other current assets of $339,813 as a result of it’s now terminated purchase agreement with Supreme Sweets Acquisition Corp, and deposits on acquisition of $102,552 from its stock purchase agreement with Recipe Food Co. (see above). The Company has evaluated the collectability of both assets and concluded that all funds will likely be recovered.
Fair value of financial instruments	Fair value of financial instruments The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below: Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3: Pricing inputs that are generally unobservable inputs and not corroborated by market data. The carrying amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses and accrued expenses approximate their fair value because of the short maturity of those instruments. The Company’s notes payable approximates the fair value of such instruments based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangements at December 31, 2018.
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)	3 Months Ended
	Mar. 31, 2019
Loans Payable
Schedule of loans payable	Rate March 31, December 31, Loan 1 1 % $ 27,000 $ 27,000 Loan 2 1 % 3,000 3,000 Loan 3 8 % 39,000 39,000 Loan 4 8 % 160,500 155,400 Total $ 229,500 $ 224,400

Convertible Notes (Tables)

Convertible Notes (Tables)	3 Months Ended
	Mar. 31, 2019
Debt Disclosure [Abstract]
Schedule of convertible notes payable	Note Holder Date Maturity Date Interest Balance Additions Conversions / Transfers Balance Third party individual 7/25/13 12/31/16 12 % $ 500,000 $ - $ - $ 500,000 Adar Bays, LLC 2/11/16 2/11/17 24 % 68,004 - - 68,004 GW Holdings Group, LLC 5/17/16 5/17/17 24 % 24,000 - - 24,000 Travel Data Solutions 11/18/17 11/30/19 10 % 150,000 25,500 - 175,500 GW Holdings Group, LLC 3/16/18 3/15/19 8 % 36,750 - - 36,750 Device Corp various various 8 % 140,831 - - 140,831 L2 Capital, LLC various various 8 % 882,014 - (33,149 ) 848,865 Total $ 1,801,599 $ 25,500 $ (42,849 ) $ 1,793,950 Less debt discount (209,029 ) - $ 1,592,570 $ 1,793,950

Derivative Liabilities (Tables)

Derivative Liabilities (Tables)	3 Months Ended
	Mar. 31, 2019
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Summary of changes in fair value of financial liabilities	March 31, December 31, Balance at the beginning of the period $ 433,924 $ 409,948 Addition of new derivative liabilities 154,502 1,127,271 Change in fair value of embedded conversion option 37,006 (706,663 ) Derecognition of derivatives upon settlement of convertible notes (79,783 ) (394,642 ) Balance at the end of the period $ 545,649 $ 433,924
Schedule of significant to the fair value measurement	Expected Volatility Risk-free Interest Rate Expected Dividend Yield Expected Life At December 31, 2018 335.58% 2.45% 0% 0.25 – 0.45 At March 31, 2019 254.61% - 295.25% 2.43% 0% 0.25 – 0.63

Warrants (Tables)

Warrants (Tables)	3 Months Ended
	Mar. 31, 2019
Warrants
Schedule binomial option pricing model	Range of Exercise Prices Number Outstanding Weighted Average Remaining Contractual Life Weighted Average $0.001 – 0.0071 22,669,092 4.44 years $0.0011

Summary of Business and Basis_3

Summary of Business and Basis of Presentation (Details) - USD ($)	1 Months Ended		3 Months Ended
	Sep. 27, 2018	Jun. 30, 2018	Mar. 31, 2019	Dec. 31, 2018
Accounting Policies [Abstract]
Other current assets			$ 339,813	$ 339,813
Deposits on acquisition			$ 102,552
State of incorporation			Oklahoma
Date of incorporation			Feb. 5, 1999
Purchase agreement, description	The Company entered into a stock purchase agreement (the “Stock Purchase Agreement”) with Sandrea Gibson, as seller (the “Seller”), and Recipe Food Co., as the target (the “Target”), pursuant to which in exchange for up to CAD $237,000, the Company agreed to acquire 80% of the issued and outstanding stock of the Target from the Seller upon the terms and subject to the conditions set forth in the Stock Purchase Agreement.	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. 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.

Going Concern (Details)

Going Concern (Details) - USD ($)	Mar. 31, 2019	Dec. 31, 2018
Going Concern (Textual)
Accumulated deficit	$ (78,119,763)	$ (77,988,132)

Loans Payable (Details)

Loans Payable (Details) - USD ($)	Mar. 31, 2019	Dec. 31, 2018
Debt Instrument [Line Items]
Total	$ 229,500	$ 224,400
Loan 1 [Member]
Debt Instrument [Line Items]
Rate		1.00%
Total	27,000	$ 27,000
Loan 2 [Member]
Debt Instrument [Line Items]
Rate		1.00%
Total	3,000	$ 3,000
Loan 3 [Member]
Debt Instrument [Line Items]
Rate		8.00%
Total	39,000	$ 39,000
Loan 4 [Member]
Debt Instrument [Line Items]
Rate		8.00%
Total	$ 160,500	$ 155,400

Convertible Notes (Details)

Convertible Notes (Details) - USD ($)	3 Months Ended
	Mar. 31, 2019	Dec. 31, 2018
Balance	$ 1,801,599
Additions	25,500
Conversions / Transfers	(42,849)
Balance	1,793,950
Less Debt Discount		$ (209,029)
Total	$ 1,793,950	$ 1,592,570
Third party individual [Member]
Issuance Date	Jul. 25, 2013
Maturity Date	Dec. 31, 2016
Interest	12.00%
Balance	$ 500,000
Additions
Conversions / Transfers
Balance	$ 500,000
Adar Bays, LLC [Member]
Issuance Date	Feb. 11, 2016
Maturity Date	Feb. 11, 2017
Interest	24.00%
Balance	$ 68,004
Additions
Conversions / Transfers
Balance	$ 68,004
GW Holdings Group, LLC [Member]
Issuance Date	May 17, 2016
Maturity Date	May 17, 2016
Interest	24.00%
Balance	$ 24,000
Additions
Conversions / Transfers
Balance	$ 24,000
Travel Data Solutions [Member]
Issuance Date	Nov. 18, 2017
Maturity Date	Nov. 30, 2019
Interest	10.00%
Balance	$ 150,000
Additions	25,500
Conversions / Transfers
Balance	$ 175,500
GW Holdings Group, LLC [Member]
Issuance Date	Mar. 16, 2018
Maturity Date	Mar. 15, 2019
Interest	8.00%
Balance	$ 36,750
Additions
Conversions / Transfers
Balance	$ 36,750
Device Corp [Member]
Issuance Date, description	various
Maturity Date, description	various
Interest	8.00%
Balance	$ 140,831
Additions
Conversions / Transfers
Balance	$ 140,831
L2 Capital, LLC [Member]
Issuance Date, description	various
Maturity Date, description	various
Interest	8.00%
Balance	$ 882,014
Additions
Conversions / Transfers	(33,149)
Balance	$ 848,865

Convertible Notes (Details Text

Convertible Notes (Details Textual) - Convertible Note [Member]	1 Months Ended
	Jan. 18, 2019USD ($)
Promissory note amount	$ 35,000
Received amount	$ 25,000
Bears interest rate	10.00%
Maturity date	Jan. 31, 2020
Convertible notes, Description	The specific terms of conversion are still being negotiated. Commencing on January 31, 2019 and on the last day of each month thereafter, the Company shall pay to the Holder Three Thousand Two Hundred Eight dollars and Thirty-Three cents ($3,208.33) of which Two Thousand Nine Hundred Sixteen Dollars and Sixty-Six cents ($2,916.66) represents payment towards the outstanding Principal Amount and Two Hundred Nineteen Dollars and Sixty-Six cents ($219.66) represents accrued interest thereon.

Derivative Liabilities (Details

Derivative Liabilities (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2019	Dec. 31, 2018
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Balance at the beginning of the period	$ 433,924	$ 409,948
Addition of new derivative liabilities	154,502	1,127,271
Change in fair value of embedded conversion option	37,006	(706,663)
Derecognition of derivatives upon settlement of convertible notes	(79,783)	(394,642)
Balance at the end of the period	$ 545,649	$ 433,924

Derivative Liabilities (Detai_2

Derivative Liabilities (Details 1)	3 Months Ended	12 Months Ended
	Mar. 31, 2019	Dec. 31, 2018
Expected Volatility		335.58%
Risk-free Interest Rate	2.43%	2.45%
Expected Dividend Yield	0.00%	0.00%
Minimum [Member]
Expected Volatility	254.61%
Expected Life (in years)	2 months 30 days	2 months 30 days
Maximum [Member]
Expected Volatility	295.25%
Expected Life (in years)	7 months 17 days	5 months 12 days

Warrants (Details)

Warrants (Details) - Warrant [Member]	3 Months Ended
	Mar. 31, 2019$ / sharesshares
Class of Warrant or Right [Line Items]
Number of outstanding shares | shares	22,669,092
Weighted Average Remaining Contractual Life	4 years 5 months 9 days
Weighted Average Exercise Price	$ 0.0011
Minimum [Member]
Class of Warrant or Right [Line Items]
Range of Exercise Price	0.0071
Maximum [Member]
Class of Warrant or Right [Line Items]
Range of Exercise Price	$ 0.001

Warrants (Details Textual)

Warrants (Details Textual)	3 Months Ended
	Mar. 31, 2019USD ($)$ / sharesshares
Warrants (Textual)
Warrant expiry term	5 years
Fair value of the warrants | $	$ 280,438
Fair value of warrants term	5 years
Minimum [Member]
Warrants (Textual)
Fair value of warrants exercise price | $ / shares	$ 0.001
Fair value of warrants risk free rate	2.80%
Fair value of warrants volatility	252.42%
Maximum [Member]
Warrants (Textual)
Fair value of warrants exercise price | $ / shares	$ 0.0071
Fair value of warrants risk free rate	2.94%
Fair value of warrants volatility	258.24%
L2 Capital, LLC [Member]
Warrants (Textual)
Warrant to purchase common shares | shares	381,905
Warrant incremental description	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.
L2 Capital, LLC [Member] | Convertible note [Member]
Warrants (Textual)
Initial tranche amount | $	$ 50,000

Common Stock (Details)

Common Stock (Details) - USD ($)	1 Months Ended	3 Months Ended
	Nov. 20, 2018	Mar. 31, 2019	Mar. 31, 2018
Class of Stock [Line Items]
Debt conversion, converted instrument, amount		$ 155,132	$ 9,698
Stockholders reverse stock split	1 for 20 reverse stock split.
L2 Capital, LLC [Member]
Class of Stock [Line Items]
Debt conversion, converted instrument, shares issued		16,660,864
Debt conversion, converted instrument, amount		$ 33,149
Device Corp [Member]
Class of Stock [Line Items]
Debt conversion, converted instrument, shares issued		12,500,000
Debt conversion, converted instrument, amount		$ 9,700
Interest		1,050
Loss on convertible notes		$ 46,250

Preferred Stock (Details)

Preferred Stock (Details) - USD ($)	Jan. 15, 2019	Mar. 31, 2019	Dec. 31, 2018
Preferred Stock (Textual)
Preferred stock outstanding
Non-cash expense			$ 120,000
Series A Convertible Preferred Stock [Member]
Preferred Stock (Textual)
Preferred stock outstanding		3,381,520	3,381,520
Convertible preferred stock, description		Series A Convertible Preferred Stock, 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)
Preferred stock outstanding		5,000	5,000
Convertible preferred stock, description		Series B Convertible Preferred Stock, 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 Convertible Preferred Stock [Member]
Preferred Stock (Textual)
Preferred stock outstanding		5,000,000	5,000,000
Convertible preferred stock, description		Series C Convertible Preferred Stock, 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 Convertible Preferred Stock [Member]
Preferred Stock (Textual)
Preferred stock outstanding		125,000
Convertible preferred stock, description		Series D Convertible Preferred Stock, 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.
Series E Preferred Stock [Member]
Preferred Stock (Textual)
Preferred stock outstanding		106,000	53,000
Convertible preferred stock, description	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. As of March 31, 2019, and December 31, 2018, there are 106,000 and 53,000 shares of Series E preferred stock outstanding, respectively. As of March 31, 2019, the Company fair valued its Series E preferred stock at $154,502.	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 can convert 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. The Series E are mandatorily redeemable after twelve months, and therefore have been classified as mezzanine equity.

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	3 Months Ended
	Mar. 31, 2019	Dec. 31, 2018
Related Party Transaction (Textual)
Employee paid amount	$ 10,000	$ 52,000
Accrued compensation	88,000	$ 68,000
Mr. Dickson's [Member]
Related Party Transaction (Textual)
Employment agreement to compensated	$ 120,000

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($)	1 Months Ended
	Sep. 21, 2018	Feb. 13, 2017	Mar. 31, 2019
Commitments and Contingencies (Textual)
Obtained a default judgment amount		$ 2,708,374
Note payable balance			$ 60,750
Seeking damages in excess amount	$ 500,000

Subsequent Events (Details)

Subsequent Events (Details) - Geneva Roth Remark Holdings [Member]	3 Months Ended
	Mar. 31, 2019shares
Series E preferred stock [Member]
Converted shares of common stock	47,640
Common stock [Member]
Converted shares of common stock	58,303,026