Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2019 | Sep. 14, 2020 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | BOXSCORE BRANDS, INC. | |
Entity Central Index Key | 0001487718 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2019 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2019 | |
Entity Current Reporting Status | No | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 37,717,755 | |
Entity File Number | 333-165972 | |
Entity Interactive Data Current | Yes | |
Entity Incorporation State Country Code | DE |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Current assets | ||
Cash | $ 44 | $ 63,078 |
Accounts receivable | 25,652 | |
Inventory (net) | 59,135 | |
Prepaid expenses and other assets | 7,789 | 18,749 |
Total current assets | 7,833 | 166,614 |
Noncurrent assets | ||
Property and equipment (net) | 91,673 | 762,031 |
Security deposits | 1,913 | 12,261 |
Total assets | 101,419 | 940,906 |
Current Liabilities: | ||
Accounts payable | 237,338 | 691,819 |
Accrued expenses | 377,233 | 239,435 |
Accrued interest | 1,065,283 | 749,726 |
Other amounts due to related parties | 39,000 | 267,870 |
Senior convertible notes, net of discount | 443,804 | 443,804 |
Promissory notes payable | 519,316 | 738,281 |
Convertible notes payable, net of discount | 3,282,635 | 2,745,810 |
Current capital lease obligation | 88,221 | 218,118 |
Total current liabilities | 6,052,830 | 6,094,863 |
Noncurrent liabilities: | ||
Convertible notes payable, net of discount | 1,620,835 | 1,113,419 |
Capital lease obligation | 96,575 | 152,668 |
Derivative liabilities | 10,165 | 28,357 |
Warrant liabilities | 206 | 129,355 |
Total noncurrent liabilities | 1,727,781 | 1,423,799 |
Total Liabilities | 7,780,611 | 7,518,662 |
Stockholders' deficit | ||
Common stock, $.001 par value, 600,000,000 shares authorized, 37,717,755 and 32,176,659 shares issued and outstanding, respectively | 37,716 | 32,177 |
Additional paid in capital | 6,183,484 | 5,692,058 |
Accumulated deficit | (13,900,392) | (12,301,991) |
Total stockholders' deficit | (7,679,192) | (6,577,756) |
Total liabilities and stockholders' deficit | $ 101,419 | $ 940,906 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 600,000,000 | 600,000,000 |
Common stock, shares issued | 37,717,755 | 32,176,659 |
Common stock, shares outstanding | 37,717,755 | 32,176,659 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Income Statement [Abstract] | ||||
Revenue | $ 288,522 | $ 49,773 | $ 1,034,311 | |
Cost of goods sold (exclusive of depreciation shown separately below) | 106,562 | 64,399 | 408,163 | |
Gross Profit | 181,960 | (14,626) | 626,148 | |
Operating Expenses | ||||
Selling | 40,098 | 236,438 | 143,045 | 1,386,867 |
General and administrative | 135,411 | 335,876 | 669,307 | 939,520 |
Depreciation | 18,832 | 57,032 | 100,188 | 153,573 |
Loss on asset impairment | 192,705 | 192,705 | ||
Total operating expenses | 387,046 | 629,346 | 1,105,245 | 2,479,960 |
Operating loss | (387,046) | (447,386) | (1,119,871) | (1,853,812) |
Other Expenses (Income) | ||||
Gain on change in fair value of debt and warrant liabilities | (18,394) | (38,168) | ||
Gain on settlement of liabilities | (156,709) | (2,674,419) | ||
Loss (gain) on sale of assets | 27,465 | (23,984) | ||
Amortization and accretion of debt discount and deferred financing costs | 9,457 | 38,434 | 166,119 | 86,295 |
Interest expense | 156,765 | 140,931 | 479,822 | 332,383 |
Total other expenses (income) | 147,828 | 179,365 | 478,529 | (2,279,725) |
Income (loss) from operations before income taxes | (534,874) | (626,751) | (1,598,400) | 425,913 |
Provision for income taxes | ||||
Net income (Loss) | $ (534,874) | $ (626,751) | $ (1,598,400) | $ 425,913 |
Net loss per share – basic and diluted | $ (0.01) | $ (0.02) | $ (0.04) | $ 0.01 |
Weighted average common shares - basic and diluted | 37,514,494 | 31,690,789 | 35,914,963 | 30,021,460 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Deficit (Unaudited) - USD ($) | Common Stock | Additional Paid in Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2017 | $ 27,615 | $ 5,303,434 | $ (11,618,211) | $ (6,287,162) |
Balance, shares at Dec. 31, 2017 | 27,614,992 | |||
Stock based compensation | 18,526 | 18,526 | ||
Shares issued for services | $ 1,375 | 33,631 | 35,006 | |
Shares issued for services, shares | 1,375,000 | |||
Shares issued for warrant exercise | $ 3,185 | 274,815 | 278,000 | |
Shares issued for warrant exercise, shares | 3,186,667 | |||
Net loss | 425,913 | 425,913 | ||
Balance at Sep. 30, 2018 | $ 32,175 | 5,630,406 | (11,192,298) | (5,529,717) |
Balance, shares at Sep. 30, 2018 | 32,176,659 | |||
Balance at Jun. 30, 2018 | $ 31,625 | 5,614,674 | (10,565,547) | (4,919,248) |
Balance, shares at Jun. 30, 2018 | 31,626,659 | |||
Stock based compensation | 64 | 64 | ||
Stock based compensation, shares | ||||
Shares issued for services | $ 550 | 15,668 | 16,218 | |
Shares issued for services, shares | 550,000 | |||
Net loss | (626,751) | (626,751) | ||
Balance at Sep. 30, 2018 | $ 32,175 | 5,630,406 | (11,192,298) | (5,529,717) |
Balance, shares at Sep. 30, 2018 | 32,176,659 | |||
Balance at Dec. 31, 2018 | $ 32,177 | 5,692,058 | (12,301,992) | (6,577,756) |
Balance, shares at Dec. 31, 2018 | 32,176,659 | |||
Shares issued for services | $ 3,439 | 269,851 | 273,290 | |
Shares issued for services, shares | 3,441,096 | |||
Shares issued for note conversion | $ 2,100 | 102,900 | 105,000 | |
Shares issued for note conversion, shares | 2,100,000 | |||
Reclassification of warrant liability to equity related to adoption of ASU 2017-11 | 118,675 | 118,675 | ||
Net loss | (1,598,400) | (1,598,400) | ||
Balance at Sep. 30, 2019 | $ 37,716 | 6,183,484 | (13,900,392) | (7,679,192) |
Balance, shares at Sep. 30, 2019 | 37,717,755 | |||
Balance at Jun. 30, 2019 | $ 36,016 | 6,078,134 | (13,365,518) | (7,251,368) |
Balance, shares at Jun. 30, 2019 | 36,017,755 | |||
Shares issued for services | 22,050 | 22,050 | ||
Shares issued for services, shares | ||||
Shares issued for note conversion | $ 1,700 | 83,300 | 85,000 | |
Shares issued for note conversion, shares | 1,700,000 | |||
Net loss | (534,874) | (534,874) | ||
Balance at Sep. 30, 2019 | $ 37,716 | $ 6,183,484 | $ (13,900,392) | $ (7,679,192) |
Balance, shares at Sep. 30, 2019 | 37,717,755 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Cash Flows from Operating Activities | ||
Net income (loss) | $ (1,598,400) | $ 425,913 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Stock based compensation | 273,290 | 53,532 |
Depreciation | 100,188 | 153,573 |
Amortization of intangible assets | 65,100 | |
Amortization and accretion of debt discount and deferred financing costs | 166,119 | 86,295 |
Gain on settlement of liabilities | (156,709) | (2,674,419) |
Loss on default of convertible notes | 42,625 | |
Gain on change in fair value of debt and warrant liabilities | (38,168) | |
Loss (gain) on sale of asset | 27,465 | (23,984) |
Loss on asset impairment | 192,705 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 25,651 | 801 |
Inventory | 59,135 | (264,731) |
Prepaid expenses and other assets | 21,308 | (9,973) |
Accounts payable and accrued expenses | (208,064) | 21,985 |
Accrued interest | 315,558 | 276,763 |
NHL and MLB sponsorship liability | 115,000 | 788,056 |
Amount due to officers | (43,870) | 201,765 |
Net cash used in operating activities | (706,167) | (899,324) |
Cash Flows from Investing Activities: | ||
Purchases of fixed assets | (10,995) | |
Proceeds from sale of property and equipment | 350,000 | 23,984 |
Purchases of intangible assets | (30,489) | |
Net cash provided by (used in) investing activities | 350,000 | (17,500) |
Cash Flows from Financing Activities | ||
Proceeds from warrant exercise | 278,000 | |
Proceeds from promissory notes | 270,000 | 399,008 |
Proceeds from convertible notes | 567,931 | 563,750 |
Repayments of capital lease obligations | (185,990) | (33,828) |
Repayment of convertible note | (62,300) | (78,750) |
Repayments of promissory notes | (296,508) | (254,555) |
Net cash provided by financing activities | 293,133 | 873,625 |
Net decrease in cash | (63,034) | (43,199) |
Cash, beginning of period | 63,078 | 87,667 |
Cash, end of period | 44 | 44,468 |
Supplemental disclosures of non-cash items: | ||
Accounts payable and accrued payable exchanged for convertible note | 178,572 | |
Note payable converted to equity | 105,000 | |
Promissory note payable exchanged into convertible notes | 248,485 | |
Accrued interest exchanged into convertible notes | 73,339 | |
Assets acquired through capital lease | 259,469 | |
Debt discount related to warrant liability and beneficial conversion feature | $ 35,938 |
Nature of the Business
Nature of the Business | 9 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of the Business | Note 1 – Nature of the Business BoxScore Brands, Inc. (formerly U-Vend Inc.) (the “Company”) has in recent history developed, marketed and distributed various self-serve electronic kiosks and mall/airport co-branded islands throughout North America. The Company seeks to place its kiosks in high-traffic host locations such as big box stores, restaurants, malls, airports, casinos, universities, and colleges. Currently, the Company is exploring opportunities to best utilize their equipment. On February 26, 2018, the Company filed a Certificate of Amendment of the Certificate of Incorporation. The Certificate of Amendment changed the Company’s name to BoxScore Brands, Inc. from U-Vend Inc. to better reflect the nature of the Company’s then current business operations, which has expanded to include relationships with major sports organizations dispensing ice cream products through vending machines. Asset Sale On March 18, 2019, the Company approved an asset sale of the assets related to the legacy MiniMelts brand for $350,000 in cash, which was approved by a majority of stockholders. These MiniMelts assets generated 100% of the revenue reported during the nine months ended September 30, 2019. During the year ended December 31, 2018, MiniMelts sales accounted for approximately $1,100,000, or 85%, of the revenue reported during that period. Part of the proceeds from the sale was used to retire certain lease obligations as well as for general operating purposes. The Company is evaluating opportunities and expects to leverage its vending assets to pursue new revenue streams and test concepts for new offerings at retail. The Board of Directors had agreed to begin to explore the development of certain products in the cannabis industry with a focus on non-THC Cannabinoids in frozen desserts as well as other complementary CBD product offerings though vending as well as online sales and direct to retail, under a new brand. Current market conditions and a global pandemic has negatively affected management’s original go-to-market strategy and has forced the company to reevaluate all market opportunities. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments consisting of normal recurring accruals considered necessary for a fair and non-misleading presentation of the financial statements have been included. Operating results for the nine months ended September 30, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019. The balance sheet as of December 31, 2018 has been derived from the audited consolidated financial statements at that date but does not include all the information and footnotes required by GAAP for complete financial statements. These interim consolidated financial statements should be read in conjunction with the December 31, 2018 audited consolidated financial statements and the notes thereto contained in our Annual Report on Form 10-K for the year ended December 31, 2018, as filed with the Securities and Exchange Commission on July 11, 2019. The accompanying consolidated financial statements include the accounts of BoxScore Brands, Inc. and the operations of U-Vend America, Inc., U-Vend Canada, Inc. and its wholly owned subsidiary, U-Vend USA LLC. All intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates and be based on events different from those assumptions. Future events and their effects cannot be predicted with certainty; estimating, therefore, requires the exercise of judgment. Thus, accounting estimates change as new events occur, as more experience is acquired, or as additional information is obtained. Inventory Inventory is stated at the lower of cost or net realizable value and cost is determined by the average cost method. Inventory is made up of finished goods ice cream. The Company records an inventory reserve for spoilage and product losses. The reserve for spoilage and product losses was $5,500 as of December 31, 2018. All inventory was liquidated during the nine months ended September 30, 2019 prior to the sale of the MiniMelts assets (see Note 1). Property and Equipment Property and equipment are stated at cost less depreciation. Depreciation is provided using the straight-line method over the estimated useful life of the assets. Equipment has estimated useful live between three and seven years. Expenditures for repairs and maintenance are charged to expense as incurred. Impairment of Long-lived Assets Long-lived assets, such as property and equipment and intangible assets subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. Recoverability of assets to be held and used is measured by comparing the carrying amount to the estimated future undiscounted cash flows expected to be generated by the asset group. If it is determined that an asset group is not recoverable, an impairment charge is recognized for the amount by which the carrying amount of the asset group exceeds its fair value. During the nine months ended September 30, 2020, the Company recorded an asset impairment charge of $192,705 related to property and equipment (see Note 4). Common Shares Issued and Earnings Per Share Common shares issued are recorded based on the value of the shares issued or consideration received, including cash, services rendered or other non-monetary assets, whichever is more readily determinable. The Company presents basic and diluted earnings per share. Basic earnings per share reflect the actual weighted average of shares issued and outstanding during the period. Diluted earnings per share are computed including the number of additional shares that would have been outstanding if dilutive potential shares had been issued. In a loss period, the calculation for basic and diluted earnings per share is considered to be the same, as the impact of potential common shares is anti-dilutive. As of September 30, 2019 and December 31, 2018, respectively, there were approximately 170.7 million and 153.7 million shares potentially issuable under convertible debt agreements, options, and warrants that could dilute basic earnings per share in the future that were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive to the Company’s losses during the periods presented. Preferred Stock Authorized The Company has authorization for “blank check” preferred stock, which could be issued with voting, liquidation, dividend and other rights superior to common stock. As of September 30, 2019, and December 31, 2018, there are 10,000,000 shares of preferred stock authorized, and no shares issued or outstanding. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. Certain warrants issued by the Company contain terms that result in the warrants being classified as derivative liabilities for accounting purposes. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair market value and then is revalued at each reporting date, with changes in fair value reported in the consolidated statement of operations. The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. Fair Value of Financial Instruments For certain of the Company’s financial instruments, including cash and equivalents, restricted cash, accounts receivable, accounts payable, accrued liabilities and short-term debt, the carrying amounts approximate their fair values due to their short maturities. ASC Topic 820, “Fair Value Measurements and Disclosures,” requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 825, “Financial Instruments,” defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The three levels of valuation hierarchy are defined as follows: ● Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. The Company considers active markets as those in which transactions for the assets or liabilities occur in sufficient frequency and volume to provide pricing information on an ongoing basis ● Level 2: Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability. This category includes those derivative instruments that the Company values using observable market data. Substantially all of these inputs are observable in the marketplace throughout the term of the derivative instruments, can be derived from observable data, or supported by observable levels at which transactions are executed in the marketplace. ● Level 3: Measured based on prices or valuation models that require inputs that are both significant to the fair value measurement and less observable from objective sources (i.e. supported by little or no market activity). Level 3 instruments include derivative warrant instruments. The Company does not have sufficient corroborating evidence to support classifying these assets and liabilities as Level 1 or Level 2. Certain of the Company’s debt and equity instruments include embedded derivatives that require bifurcation from the host contract under the provisions of ASC 815-40, Derivatives and Hedging. Certain warrant were issued between June 2013 and December 2014 were derivative liabilities outside the exception of applying ASU 2017-11, Accounting for Certain Financial Instruments with Down Round Features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. On January 1, 2019, the Company adopted ASU 2017-11 on its consolidated financial statements and reclassified $118,675 as equity form derivative liabilities. The estimated fair value of the derivative warrant instruments was calculated using a Black Scholes valuation model. The following table sets forth by level within the fair value hierarchy our financial assets and liabilities that were accounted for at fair value on a recurring basis as of September 30, 2019 and December 31, 2018: Fair Value Measurement at Carrying September 30, 2019 Value Level 1 Level 2 Level 3 Derivative liabilities, debt and equity instruments 10,371 — — 10,371 Fair Value Measurement at Carrying December 31, 2018 Value Level 1 Level 2 Level 3 Derivative liabilities, debt and equity instruments 157,712 — — 157,712 Stock-Based Compensation The Company accounts for stock-based compensation in accordance with accounting guidance that requires all stock-based awards granted to employees and directors to be measured at fair value and recognized as expense. Stock-based compensation expense is recognized on a straight-line basis over the requisite service period of the award, which is generally equivalent to the vesting period. The fair value of each stock option granted is estimated using the Black-Scholes option pricing model. The measurement date for the non-forfeitable awards to nonemployees that vest immediately is the date the award is issued. Gain on Liabilities Settlement During the nine months ended September 30, 2019 creditors forgave aggregate amount of $156,709, of which approximately $64,000 were associated accrued expenses, $45,000 related to conversion of approximately $105,000 of accounts payable to a $60,000 convertible note, and $47,000 was connected to forgiveness of accounts payable. Other amounts due to related parties Amounts due from related parties represent past amounts owed for compensation and operating expenses paid by the related party on behalf of the Company. During the nine months ended September 30, 2019, the Company reclassified approximately $185,000 from due to related parties to accrued expenses, as a result of the individual no longer being an officer of the Company during 2019, and paid net $63,370 to related parties. Revenue Recognition Revenue is recognized at the time each vending transaction occurs, the payment method is approved, and the product is disbursed from the machine. Wholesale revenue, including revenue earned under contracts with major sports organizations, are recognized at the time the products are delivered to the customer based on the agreement with the customer. Reclassifications Certain prior period amounts in the accompanying consolidated financial statements have been reclassified to current period presentation. These reclassifications had no effect on the results of operations or cash flows for the periods presented. Recent Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, “Leases”, which requires that lease arrangements longer than 12 months result in an entity recognizing an asset and liability. ASU 2016-02 is effective for interim and annual periods beginning after December 15, 2018, and early adoption is permitted. The Company has adopted ASU 2016-02 and determined that its adoption had no impact on its financial position, results of operations or cash flows. In July 2017, the FASB issued ASU 2017-11, “Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial Instruments with Down Round Features; II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception, (ASU 2017-11).” Part I of this update addresses the complexity of accounting for certain financial instruments with down round features. Down round features are features of certain equity-linked instruments (or embedded features) that result in the strike price being reduced on the basis of the pricing of future equity offerings. Current accounting guidance creates cost and complexity for entities that issue financial instruments (such as warrants and convertible instruments) with down round features that require fair value measurement of the entire instrument or conversion option. Part II of this update addresses the difficulty of navigating Topic 480, Distinguishing Liabilities from Equity, In August 2018, the SEC adopted the final rule under SEC Release No. 33-10532, Disclosure Update and Simplification, amending certain disclosure requirements that were redundant, duplicative, overlapping, outdated or superseded. In addition, the amendments expanded the disclosure requirements on the analysis of stockholders’ equity for interim financial statements. Under the amendments, an analysis of changes in each caption of stockholders’ equity presented in the balance sheet must be provided in a note or separate statement. The analysis should present a reconciliation of the beginning balance to the ending balance of each period for which a statement of comprehensive income is required to be filed. This final rule is effective on November 5, 2018 and the expanded disclosures for the stockholders’ equity section is included in the Form 10-Q for the nine months ended September 30, 2019. |
Going Concern
Going Concern | 9 Months Ended |
Sep. 30, 2019 | |
Going Concern [Abstract] | |
Going Concern | Note 3 – Going Concern The accompanying consolidated financial statements have been prepared on a going concern basis. The Company reported a net loss of $1,598,400 for the nine months ended September 30, 2019 and has incurred accumulated losses totaling $13,900,392 through September 30, 2019. The Company had a working capital deficit of $6,044,997 as of September 30, 2019. In addition, the Company has incurred negative cash flows from operating activities since its inception. The Company has relied on the proceeds from loans and private sales of its stock, in addition to revenues, to finance its operations. These factors, among others, indicate that the Company may be unable to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties. With the onset of the Covid 19 pandemic, the reduction of foot traffic and closure of retail locations, management has been proactively looking at new business models and opportunities to stabilize revenues and continue to grow the company. Until the Company can generate significant cash from operations, its ability to continue as a going concern is dependent upon obtaining additional financing. The Company hopes to raise additional financing, potentially through the sale of debt or equity instruments, or a combination, to fund its operations for the next 12 months and allow the Company to continue the development of its business plans and satisfy its obligations on a timely basis. Should additional financing not be available, the Company will have to negotiate with its lenders to extend the repayment dates of its indebtedness. There can be no assurance that the Company will be able to successfully restructure its debt obligations in the event it fails to obtain additional financing. These conditions have raised substantial doubt as to the Company’s ability to continue as a going concern for one year from the issuance of the financial statements, which has not been alleviated. |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 4 – Property and Equipment Property and equipment consist of the following as of September 30, 2019 and December 31, 2018: September 30, December 31, Freezers and other equipment $ 91,673 $ 1,460,255 Delivery vans - 32,727 Less: accumulated depreciation - (730,951 ) Total $ 91,673 $ 762,031 On March 18, 2019, the Company approved of an asset sale of certain assets of the legacy MiniMelts business and operation for $350,000 in cash, which was approved by a majority of stockholders. Of the proceeds, $148,245 was used to pay off capital leases related to the assets sold. Net carrying value of the assets sold was $377,465. As a result, the company recorded loss on asset sale of $27,465. Certain freezers and other equipment had aggregate cost of $258,967 and accumulated depreciation of $45,558 were related to capital leases. During the nine months ended September 30, 2019, the Company recorded an asset impairment charges of $192,705 related to the certajn freezers and other equipment based the expected recoverability of the assets not currently in use. Depreciation expense amounted to $100,188 and $153,573, respectively for the nine months ended September 30, 2019 and 2018. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Debt | Note 5 – Debt Senior Convertible Notes During the year ended December 31, 2017, a Senior Convertible Note in the aggregate principal amount of $310,000 and a maturity date of December 31, 2017 payable to Cobrador Multi-Strategy Partners, LP (“Cobrador 1”), a related party, was extended until December 31, 2019. The Company also extended the expiration dates of Series A Warrants issued in connection with Cobrador 1 by one year. The fair value of the Series A Warrants did not materially change due to the extension. Cobrador, an entity controlled by the Company’s former CEO, is a related party. On June 30, 2016, the Company issued an additional Senior Convertible Note in the face amount of $108,804 to Cobrador (“Cobrador 2”) in settlement of previously accrued interest, additional interest, fees and penalties. The additional interest, fees and penalties was $72,734 and this amount was charged to operations as debt discount amortization during the year ended December 31, 2016. The Senior Convertible Note was extended during the year ended December 31, 2018 and is due on December 31, 2019. It is convertible into shares of common stock at a conversion price $.05 per share and bears interest at 7% per annum. The Company determined that Cobrador 2 had a beneficial conversion feature based on the difference between the conversion price and the market price on the date of issuance and allocated $87,043 as debt discount representing the beneficial conversion feature which was fully amortized at December 31, 2017. During December 2017, the Company issued a Senior Convertible Note in the amount of $25,000 to Cobrador. The note bears interest at 7%, is due in December 2019, and is convertible into common shares at a conversion price of $0.05 per share. In addition, in conjunction with this note, the Company issued 500,000 warrants to purchase common shares at $0.05 with a contractual term of 5 years. The estimated value of the warrants was determined to be $1,421 and was recorded as interest expense during 2017 and a warrant liability due to the down round provision in the note agreement. At September 30, 2019 and December 31, 2018, the Cobrador notes had a carrying value of $443,804. As of the date of release of these financial statements, all senior convertible notes were in default. Promissory Notes Payable During 2014, the Company issued an unsecured promissory note to a former employee of U-Vend Canada. The original amount of this note was $10,512 has a term of 3 years and accrues interest at 17% per annum. The total principal outstanding on this promissory note at September 30, 2019 and December 31, 2018 was $6,235. Starting of 2015, the Company entered into a series of promissory notes from the same lender. All of the notes bear interest at a rate of 19% per annum and are payable together with interest over a period of six (6) months from the date of borrowing. As of December 31, 2015, we had note balance of $11,083. In 2016, the Company borrowed $76,500 and repaid $63,497. The balance outstanding on these notes was $24,116 at December 31, 2016. In 2017, the Company borrowed $36,400 and repaid $44,449. The balance outstanding on these notes was $16,067 at December 31, 2017. In 2018, the Company borrowed $143,908 and repaid $125,931. The balance outstanding on these notes was $34,044 at December 31, 2018. During the nine months ended September 30, 2019, the Company borrowed additional $38,325 and recorded additional original discount in the amount of $3,325 associated with the new borrowing. During the nine months ended September 30, 2019, the Company repaid $46,584 in principal and fully amortized $3,325 of debt discount which left a carrying value of $25,784 as of September 30, 2019 During the year ended December 31, 2016, the Company issued two unsecured promissory notes and borrowed an aggregate amount of $80,000. The promissory notes bear interest at 10% per annum, with a provision for an increase in the interest rate upon an event of default as defined therein and were due at various due dates in May and September 2017. The due dates of both notes were extended to December 31, 2019. As of September 30, 2019, and December 31, 2018, the balance outstanding on these notes was $80,000. In December 2017, the Company issued promissory notes in the aggregate principal balance of $28,000 to Cobrador, a related party. The notes accrue interest at 7% and have a two-year term. As of September 30, 2019, and December 31, 2018, the balance outstanding on these notes was $28,000. On July 18, 2018, the Company issued a promissory note in the principal amount of $187,500 with net proceeds of $147,000. The Company agreed to pay $1,143 per business day for 164 days. The Company recorded $40,500 to debt discount. During 2018, the Company repaid $128,050 in principal and amortized $40,500 of debt discount resulting in an unamortized debt discount of $0 and carrying value of $59,450 at December 31, 2018. During the nine months ended September 30, 2019, this note was paid off. On April 13, 2018, the Company issued a promissory note in the principal amount of $115,000. This note bears interest at the rate of 7% per annum, due on December 31, 2019. The Company borrowed an additional $25,000 and repaid $60,000 during 2018, and the balance outstanding on this note at September 30, 2019 and December 31, 2018, was $80,000. In October 2014, January 2015 and October 2015, the Company entered into three (3) separate 24-month equipment financing agreements (the “Agreements”) with Perkins Industries, LLC (“Perkins”) for equipment in the aggregate amount of $387,750 with an annual interest rate of 15%. The assets financed consisted of self-service electronic kiosks placed in service in the Company’s Southern California region. The Company is obligated to make monthly interest only payments in accordance with the Agreements. The Agreements include a put/call option at the end of year one and the end of year two. Neither of these options were exercised. During 2017 $100,000 was paid down on the notes. Maturities of these notes were extended to December 31, 2019. During the nine months ended September 30, 2019, $39,266 was paid down on the notes. On April 1, 2019, total principal and accrued interest in the amount of $321,824 were restructured into two converted notes below. The carrying value as of September 30, 2019 and December 31, 2018 was $0 and $287,750, respectively. Pursuant to the Agreements Perkins received a warrant to purchase an aggregate of 310,200 shares at an exercise price of $0.35 per share with a contractual term of three (3) years. The warrant was recorded as a debt discount and a warrant liability in the aggregate amount of $3,708 due to the down round provision, pursuant which the exercise price of the warrants was revised to $0.26 at December 31, 2016. In October 2016, the Company and Perkins agreed to extend the termination date of two of the Agreements to October 17, 2017 and January 5, 2018. In consideration of this extension, the Company issued an additional 200,000 warrants with an exercise price of $0.05 per share and a five-year contractual term. The fair value of the warrants was not material and was charged to operations in the accompanying statement of operations for the year ended December 31, 2016. During the year ended December 31, 2018 the Agreements were purchased by a third party and the due dates were extended to December 31, 2019. On November 19, 2018, the Company issued a promissory note in the principal amount of $124,000 with net proceeds of $112,840. This note matures in 64 weeks. The Company recorded $11,160 to debt discount. During the years ended December 31, 2018, the Company repaid $9,784 in principal and amortized $872 of debt discount resulting in an unamortized debt discount of $10,288 and carrying value of $103,928 at December 31, 2018. During the nine months ended September 30, 2019, the Company repaid $48,154 in principal and amortized $8,523 of debt discount resulting in an unamortized debt discount of $1,765 and carrying value of $64,297 at September 30, 2019. On December 12, 2018, the Company issued a promissory note in the principal amount of $112,425 with net proceeds of $64,500. The Company agreed to pay $937 per business day for 120 days. The Company recorded $47,925 to debt discount. During the years ended December 31, 2018, the Company repaid $9,370 in principal and amortized $3,744 of debt discount resulting in an unamortized debt discount of $44,181 and carrying value of $58,874 at December 31, 2018. During the nine months ended September 30, 2019, the Company repaid $103,055 in principal and fully amortized $44,181 of remaining debt discount resulting in carrying value of $0 at September 30, 2019. On March 5, 2019, the Company issued a non-equity linked promissory note for $100,000 to an investor with an annual 10% rate of interest and a one (1) year maturity. This investor also received a warrant for 500,000 shares at a strike price of $.07 per share with a five (5) year maturity. The fair value of warrant was not material. As of September 30, 2019, the outstanding balance was $100,000. During the nine months ended September 30, 2019, the Company issued two promissory notes in the aggregate principal amount of $135,000, bearing interest of 7% and mature on August 8, 2019. As of September 30, 2019, the outstanding balance was $135,000. As of the release of these financial statements, all promissory notes were in default. Convertible Notes Payable 2014 Stock Purchase Agreement In 2014 and 2015 the Company entered into the 2014 Securities Purchase Agreement (the “2014 SPA”) pursuant to which it issued eight (8) convertible notes in the aggregate face amount of $146,000 due at various dates between August 2015 and March 2016. The principal on these notes is due at the holder’s option in cash or common shares at a conversion rate of $0.30 per share. In connection with these borrowings the Company granted a total of 360,002 warrants with an exercise price of $0.35 per share and a 5 year contractual term. The warrants issued have a down round provision and as a result are classified as a liability in the accompanying consolidated balance sheets. Pursuant to the down round provision, the exercise price of the warrants was reduced to $0.22 at December 31, 2016. During 2017 the Company repaid one of the notes in the amount of $50,000. On May 1, 2018, the Company granted 1,000,000 warrants with an exercise price of $0.15 per share and a 5 year contractual term, valued at $2,841, which was recorded as debt discount. As of September 30, 2019, and December 31, 2018, outstanding balances of these notes were $121,000. As of the release of these financial statements, these notes are in default. The Company and Cobrador held three of the convertible notes in the aggregate face amount of $45,000 and agreed to extend the repayment date to November 17, 2020. The Company and Cobrador extended the due date to December 31, 2018 on notes totaling $25,000, and the Company agreed to a revised conversion price of $.05 per share and a revised warrant exercise price of $0.07 per share. The change in the value of warrants was not material and was charged to operations during the year ended December 31, 2017. As of September 30, 2019, and December 31, 2018, outstanding balances of these notes were $45,000. 2015 Stock Purchase Agreement During the year ended December 31, 2015, the Company issued eleven subordinated convertible notes bearing interest at 9.5% per annum with an aggregate principal balance of $441,000 pursuant to the 2015 Stock Purchase Agreement (the “2015 SPA”). The notes were due in December 2017 and are payable at the noteholder’s option in cash or common shares at a conversion rate of $0.30 per share The conversion rate was later revised to $0.05 due to down round provisions contained in the 2015 SPA, and the due date was extended to November 17, 2020. In connection with these borrowings, the Company issued a warrant to purchase 735,002 shares of the Company’s common stock at an exercise price of $0.40 per share and a 5 year contractual term. The exercise price was later revised to $0.22 per share pursuant to the down round provisions in the 2015 SPA. The Company allocated $8,113 of proceeds received to debt discount based on the computed fair value of the convertible notes and warrants issued. During the year ended December 31, 2016, the noteholder converted one note in the face amount of $35,000 into 700,000 shares of common stock. As of September 30, 2019, and December 31, 2018, the 2015 SPA had a balance of $406,000. The debt discount was fully amortized as of December 31, 2016. As of the release of these financial statements, these notes were in default. 2016 Stock Purchase Agreement On June 30, 2016, the Company entered into the 2016 Stock Purchase Agreement (the “2016 SPA”) pursuant to which it issued five convertible notes in the aggregate principal amount of $761,597. The 2016 SPA notes are due in November 2020 and bear interest at 9.5% per annum. The notes are convertible into shares of common stock at a conversion price of $0.17 per share. With this note, the Company satisfied its obligations for: previously issued promissory notes of $549,000, accrued interest of $38,615, lease principal installments of $47,466, previously accrued registration rights penalties of $22,156, due to a former officer of $81,250, and additional interest, expenses, fine and penalties of $23,110. The Company charged additional interest, expenses, fines and penalties $23,110 to operations as amortization of debt discount and deferred financing costs during the year ended December 31, 2016. In connection with the 2016 SPA, the Company granted a total of 2,239,900 warrants with an exercise price of $0.30 per share which was later revised to $0.05 per share due to down round provisions, with a 5 year contractual life. The Company allocated $19,242 to debt discount based on the computed fair value of the convertible notes and warrants issued and classified the debt discount is as a warrant liability due to the down round provision in the warrants. On July 11, 2019, $85,000 in principal were converted into 1,700,000 shares of common stock. As of September 30, 2019 and December 31, 2018, the 2016 SPA had a carrying value of $676,597 and $761,597, respectively. As of the release of these financial statements, these notes were in default. Other 2016 Financings During the year ended December 31, 2016, the Company issued four convertible notes (the “Cobrador 2016 Notes”) in the aggregate principal amount of $115,000. The Cobrador 2016 Notes, related party, have a 2 year term, bear interest at 9.5% per annum, and are convertible into shares of common stock at a conversion price of $0.17 per share. The conversion price was subsequently revised to $0.05 per the down round provisions and the maturity date was extended to September 26, 2021. In connection with the Cobrador 2016 Notes, the Company granted a total of 338,235 warrants with an exercise price of $0.30 per share which was subsequently revised to $0.05 per share due to down round provisions with a 5 year contractual term. The Company allocated $1,994 to debt discount based on the computed fair value of the convertible notes and warrants issued and classified the debt discount as a warrant liability due to the down round provision in the warrants. During the nine months ended September 30, 2019, $20,000 was converted into 400,000 shares. As of September 30, 2019, and December 31, 2018, the Cobrador 2016 Notes had a carrying value of $95,000 and $115,000, respectively. During the fourth quarter of 2016, the Company issued three additional convertible notes in the aggregate principal amount of $250,000. The notes have a 2 year term, bear interest at 9.5% per annum and are convertible into shares of common stock at a conversion price of $0.05 per share. In connection with these borrowings, the Company granted warrants to purchase 5,000,000 shares of common stock with an exercise price of $0.07 per share. The Company allocated $27,585 to debt discount based on the computed fair value of the convertible notes and warrants issued, and the debt discount is classified as a warrant liability due to the down round provision in the warrants. As of September 30, 2019, and December 31, 2018, the carrying value of the note was $250,000 and $250,000. As of the release of these financial statements, these notes were in default. 2017 Financings During the year ended December 31, 2017, the Company entered into 19 separate convertible notes agreements (the “2017 Convertible Notes)” in the aggregate principal amount of $923,882. The 2017 Convertible Notes each have a 2 year term, bear interest at 9.5%, and are convertible into shares of common stock at a conversion price of $0.05 per share. In connection with the 2017 Convertible Notes, the Company issued a total of 16,537,926 warrants with an exercise price of $0.07 per share with a 5 year term. The Company allocated $59,403 to a debt discount based on the computed fair value of the convertible notes and warrants issued and classified the debt discount as a warrant liability due to the down round provision in the warrants. During the year ended December 31, 2018, the Company amortized $31,940 of debt discount resulting in unamortized debt discount of $13,278 and carrying value of $910,608 at December 31, 2018. During the nine months ended September 30, 2019, the Company fully amortized remaining $13,278 of debt discount resulting in carrying value of $924,282 at September 30, 2019. As of the release of these financial statements, these notes were in default. 2018 Financings During the year ended December 31, 2018, the Company entered into seventeen separate convertible notes agreements (the “2018 Convertible Notes)” in the aggregate principal amount of $537,500. The 2018 Convertible Notes each have a 2 year term, bear interest at 9.5% if paid in cash, 15% if paid in common stock, and are convertible into shares of common stock at a conversion price of $0.05 per share. In connection with the 2018 Convertible Notes, the Company issued a total of 10,750,000 warrants with an exercise price of $0.07 per share with a 5 year term. The Company allocated $33,384 to a debt discount based on the computed fair value of the convertible notes and warrants issued and classified the debt discount as a warrant liability due to the down round provision in the warrants. During the year ended December 31, 2018, the Company amortized $12,803 of debt discount resulting in an unamortized debt discount of $20,581 and carrying value of $516,919 at December 31, 2018. During the nine months ended September 30, 2019, the Company amortized $12,519 of debt discount resulting in an unamortized debt discount of $8,062 and carrying value of $529,438 at September 30, 2019. As of the release of these financial statements, convertible notes in aggregate amount of $340,000 were in default. On November 20, 2018, two officers converted $436,500 accrued compensation into two convertible note agreements in the principal amount of $436,500 in exchange. The note has a 2 year term, bear interest at 9.5% if paid in cash, 15% if paid in common stock, and is convertible into shares of common stock at a conversion price of $0.05 per share. During the year ended December 31, 2018, the Company entered into three convertible notes agreements in the aggregate principal amount of $240,500 with a net proceed of $214,000. These notes had a 1 year term, and bears interest at 8%-12%. The notes are convertible into common stock at 60% to 61% multiplied by the lowest one to two trading price(s) during fifteen to twenty-five trading day period prior to the Conversion Date. The embedded conversion features were valued at $59,027, which were recorded as debt discount. In addition, the Company also recorded $26,500 as original debt discount. These notes were in default due to failure to comply with the reporting requirements of the Exchange Act, as the result, the Company recorded additional $120,250 penalty in principal as of December 31, 2018. During the year ended December 31, 2018, the Company amortized $21,382 of debt discount resulting in unamortized debt discount of $64,145 and carrying value of $296,605 at December 31, 2018. During the nine months ended September 30, 2019, the Company repaid $62,300 in principal and amortized $21,381 of debt discount, recorded $42,764 in accretion of debt discount, resulting in unamortized debt discount of $0 and carrying value of $298,450 at September 30, 2019. Other 2018 Financings On January 26, 2018, the Company entered into a convertible note agreement in the amount of $78,750, with original discount of $3,750, bearing an annual interest rate of 8%. The note is convertible into common stock at a conversion price of $0.07 per share. The Company repaid $78,750 to repay the note in full in August 2018. 2019 Financings On March 18, 2019, the Company issued a convertible promissory note for $85,250 with net proceed of $75,000 to an investor with an 8.0% rate of interest and a one (1) year maturity. The Company has the option to pre-pay the note (principal and accrued interest) in cash within the 1st 90 days from issuance at a 25% premium, and 40% premium 91-180 days from the issuance date. Subsequent to 181 days, the Company shall have no right of prepayment and the holder may convert at a 40% discount to the prevailing market price. The note matures on December 11, 2019. The note is convertible into shares of common stock at the lesser of 1) lowest trading price of twenty-five days prior to March 18, 2019 or 2) 60% of lowest trading price of twenty-five days prior to the Conversion Day. The embedded conversion features were valued at $0 due to default. In addition, the Company also recorded $10,250 as original debt discount. These notes were in default due to failure to comply with the reporting requirements of the Exchange Act, as the result, the Company recorded additional $42,625 penalty in principal as of September 30, 2019. During the nine months ended September 30, 2019, the Company amortized $23,384 of debt discount resulting in unamortized debt discount of $0 and carrying value of $127,875 at September 30, 2019. On March 14, 2019, the Company converted accounts payable of approximately $105,000 payables into a convertible note agreement in the principal amount of $60,000, remaining balance of the amount owed was released and recorded as a settlement of liability. The note has a 2 year term, bears interest at 9.5% if paid in cash, 15% if paid in common stock, and is convertible into shares of common stock at a conversion price of $0.05 per share. On April 1, 2019, The Company converted an aggregate amount of principal and accrued interest of Perkins promissory note in the amount of $321,824 and accounts payable of $10,000 into two convertible notes. Both Notes have a 2 year term, bear interest at 9.5% if paid in cash, 15% if paid in common stock, and are convertible into shares of common stock at a conversion price of $0.05 per share. The outstanding principal balance were of $331,824 at September 30, 2019. On April 15, 2019, The Company converted an accrued payable of $108,572, which was used to purchase vending machine, into a convertible note. The Note has a 2 year term, bear interest at 9.5% if paid in cash, 15% if paid in common stock, and are convertible into shares of common stock at a conversion price of $0.07 per share. The outstanding principal balance was of $108,572 at September 30, 2019. On May 30, 2019, the Company issued a series of convertible notes under a $250,000 revolving Senior Secured credit facility to an investor, for working capital purposes. As of September 30, 2019, $424,931 was drawn under the agreement. The notes carry an interest rate of 9.5% and a two-year term. The notes are convertible into common stock at $0.07 per share and are redeemable after one-year at the company’s option. The notes also contain a 4.99% limitation of ownership on conversion. Subsequent to September 30, 2019, the agreement was modified formally to increase the limit on the facility by $206,231. The investor had consented to higher draws on the facility during the third quarter in excess of the limit per the initial agreement. During the nine months ended September 30, 2019, the Company entered into several convertible notes in the amount of $68,000. The Note has a 2 year term, bear interest at 9.5% if paid in cash, 15% if paid in common stock, and are convertible into shares of common stock at a conversion price of $0.07 per share. The outstanding principal balance was of $68,000 at September 30, 2019. Scheduled maturities of debt remaining as of September 30, 2019 for each respective fiscal year end are as follows: 2019 $ 3,669,089 2020 1,119,000 2021 1,088,327 5,876,416 Less: unamortized debt discount (9,826 ) $ 5,866,590 The following table reconciles, for the period ended September 30, 2019, the beginning and ending balances for financial instruments related to the embedded conversion features that are recognized at fair value in the consolidated financial statements: Balance of embedded derivative as of December 31, 2018 $ 28,357 Additions related to embedded conversion features of convertible debt issued 9,502 Derivative liabilities reduction due to notes default (112,408 ) Change in fair value of conversion features 84,714 Balance of embedded derivatives at September 30, 2019 $ 10,165 |
Capital Lease Obligations
Capital Lease Obligations | 9 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
Capital Lease Obligations | Note 6 – Capital Lease Obligations The Company acquired capital assets under capital lease obligations. Pursuant to the agreement with the lessor, the Company makes quarterly lease payments and will make a guaranteed residual payment at the end of the lease as summarized below. At the end of the lease, the Company will own the equipment. During the year ended December 31, 2018 the Company entered into various capital lease agreements. The leases expire at various points through the year ended December 31, 2023. The following schedule provides minimum future rental payments required as of September 30, 2019, under the current portion of capital leases. 2019 $ 39,230 2020 93,467 2021 49,831 2022 30,584 2023 10,252 Total minimum lease payments 223,364 Guaranteed residual value - 223,364 Less: Amount represented interest (38,568 ) Present value of minimum lease payments and guaranteed residual value $ 184,796 |
Capital Stock
Capital Stock | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
Capital Stock | Note 7 – Capital Stock The Company has authorized 600,000,000 shares of common stock. During the nine months ended September 30, 2019, the Company issued 5,541,096 shares of its common stock, including 3,441,096 shares of common stock with a fair value of $101,794 for services rendered, and 2,100,000 shares in conversion of $105,000 of convertible notes. During the nine months ended September 30, 2018, the Company issued 4,561,667 shares of its common stock, including 1,375,000 shares of common stock with a fair value of $60,990 for services rendered, and 3,186,667 shares of common stock for $278,000 upon exercise of warrants. |
Stock Options and Warrants
Stock Options and Warrants | 9 Months Ended |
Sep. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Stock Options and Warrants | Note 8 – Stock Options and Warrants Warrants At September 30, 2019 the Company had the following warrant securities outstanding: Warrants Exercise Price Expiration 2013 Series A warrants-Senior Convertible Notes 3,000,000 $ 0.05 December 2019 2013 Series B warrants-Senior Convertible Notes 7,200,000 $ 0.06 December 2019 2014 Series A warrants -Senior Convertible Notes 6,000,000 $ 0.05 December 2019 2014 Series B warrants -Senior Convertible Notes 4,680,000 $ 0.06 December 2019 2014 Warrants for services 656,364 $ 0.22 August - December 2019 2014 Warrants for services 76,000 $ 0.06 November 2019 2015 Warrants - 2014 SPA convertible debt 116,668 $ 0.22 January - March 2020 2015 Warrants - 2015 SPA convertible debt 735,002 $ 0.22 April - November 2020 2015 Warrants for services 127,067 $ 0.22 April - November 2020 2015 Warrants issued in exchange for equipment 318,182 $ 0.22 January 2020 2016 Warrants - 2016 SPA convertible debt 2,239,990 $ 0.05 June 2021 2016 Warrants for services 850,000 $ 0.05 June 2021 2016 Warrants - Convertible notes 338,236 $ 0.05 August - September 2021 2016 Warrants for lease extension 200,000 $ 0.05 October 2021 2016 Warrants for services 200,000 $ 0.07 October 2019 2016 Warrants issued with Convertible Notes 5,000,000 $ 0.07 November - December 2021 2017 Warrants – 2017 financing 15,109,354 $ 0.07 December 2022 2018 Warrants – 2018 financing 9,991,905 $ 0.07 January - November 2023 2018 Warrants for services 2,250,000 $ 0.07 October - December 2023 2019 Warrants – 2019 financing 500,000 $ 0.07 March 2024 2019 Warrants for services 3,500,000 $ 0.07 March 2024 Total 63,088,768 A summary of all warrants activity for the nine months ended September 30, 2019 is as follows: Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Term Balance outstanding at December 31, 2018 62,566,102 $ 0.06 2.52 Granted 4,000,000 0.07 4.74 Exercised - - - Cancelled - - - Expired (3,477,334 ) 0.06 - Balance outstanding at September 30, 2019 63,088,768 $ 0.07 2.07 Exercisable at September 30, 2019 63,088,768 $ 0.07 2.07 Stock-based compensation related to vested warrants totaled $162,959 and $0 for the nine months ended September 30, 2019 and 2018, respectively. At September 30, 2019, there was no unrecognized compensation cost related to unvested warrants. The following table provides a summary of changes in the warrant liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the nine months ended September 30, 2019 and the year ended December 31, 2018. September 30, December 31, Balance of embedded derivative at the beginning of the period $ 129,355 $ 121,860 Fair value of warrants issued and recorded as liabilities - 33,384 Reclassification of warrant lability to equity related to adoption of ASU 2017-11 (118,675 ) - Loss (gain) on fair value adjustment (10, 474) (25,889 ) Balance of embedded derivatives at the end of the period $ 206 $ 129,355 The fair value of warrants outstanding at September 30, 2019 and December 31, 2018 has been determined based on the consideration of the enterprise value of the Company, the limited market of the shares issuable under the agreement and modeling of the Black Scholes method using multiple volatility assumptions. Warrants issued in and prior to 2012 are significantly out of the money and diluted therefore, management has deemed the fair value of these to be minimal. Equity Incentive Plan On July 22, 2011, the Board of Directors of the Company approved the Company’s 2011 Equity Incentive Plan (the “Plan”) and on July 26, 2011, stockholders holding a majority of shares of the Company approved, by written consent, the Plan, and the issuance under the Plan of 5,000,000 shares. On November 16, 2017, the Board of Directors approved an increase of 10,000,000 shares to be made available for issuance under the Plan. Accordingly, the total number of shares of common stock available for issuance under the Plan is 15,000,000 shares. Awards may be granted to employees, officers, directors, consultants, agents, advisors and independent contractors of the Company and its related companies. Such options may be designated at the time of grant as either incentive stock options or nonqualified stock options. Stock-based compensation includes expense charges related to all stock-based awards. Such awards include options, warrants and stock grants. Generally, the Company issues stock options that vest over three years and expire in 5 to 10 years. A summary of all stock option activity for the nine months ended September 30, 2019 is as follows: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term Balance outstanding at December 31, 2018 3,155,100 $ 0.25 1.5 Granted - - - Exercised - - - Cancelled or expired (2,652,600 ) 0.20 - Balance outstanding at September 30, 2019 502,500 $ 0.50 0.8 Exercisable at September 30, 2019 502,500 $ 0.50 0.8 Stock-based compensation related to vested options totaled $64 and $192, respectively, for the nine months ended September 30, 2019 and 2018. At September 30, 2019, there was no unrecognized compensation cost related to unvested options. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 9 – Commitments and Contingencies National Hockey League Retail License and Sponsorship Agreement On February 27, 2015, the Company announced a multi-year, Corporate Marketing Letter Agreement (the “NHL Agreement”) with the National Hockey League. The NHL Agreement includes the usage of NHL ® The Company entered into the NHL Agreement with NHL Enterprises, L.P, NHL Enterprises Canada, L.P. and NHL Interactive Cyber Enterprises, LLC (collectively referred to as the “NHL” and the “Licensors”) and includes a retail license agreement, a corporate sponsorship and a marketing agreement. In connection with the Agreement, the Company shall pay to the NHL a royalty payment of five percent (5%) on net sales as well as fees attributable to national advertising, promotion and corporate marketing and branding events. The Agreement also provides for customary representations, warranties, and indemnification from the parties. The Company has never shipped product to date and the agreement has been nullified. During the year ended December 31, 2018, the Company and NHL agreed to terminate the NHL Agreement forgiving the Company CAD $3,450,000 in outstanding obligations under the Sponsorship Agreement, in return the Company agreed to pay the NHL an amount equal to one percent (1%) of the Company’s net sales of certain products as defined under the agreement (the ‘Consideration’). The products include several types of frozen goods that bear the logo or other markings of sports or entertainment brands. This Consideration is to be paid to the NHL quarterly in arrears through the quarter ended June 30, 2026, or until the Company has paid USD $1,600,000 in the aggregate from the date of the agreement to the extent that the Company has revenue related to sports or entertainment brands. The Company recorded USD $2,674,419 in gain on settlement of liabilities. Major League Baseball Properties, Inc. License Agreement In March 2016, the Company entered into a license agreement beginning April 1, 2016 through December 31, 2019 with Major League Baseball Properties, Inc. (“MLB” “Licensor”) for the non-exclusive right to certain proprietary intangible property of the Licensor to be used in connection with the manufacturing, distribution, promotion and advertisement of the Company’s products sold within the U.S., the District of Columbia and U.S. territories. Under the license agreement, the Company is scheduled to pay the following guaranteed payments; $150,000 during 2016, $275,000 during 2017, $100,000 during 2018, and $115,000 during 2019. The Company is obligated to pay the licensor a royalty based on the product sold or advertising sold. The royalty paid will offset all or a portion of the guaranteed payments. The agreement is subject to customary default and termination clauses. The Company paid $0 and $227,159 during the nine months ended September 30, 2019 and 2018, respectively, and has accrued $115,000 at September 30, 2019, and $0 as of December 31, 2018, and charged to operations $115,000 and $75,000 of guaranteed payments related to the nine months ended September 30, 2019 and 2018, respectively. As of December 31, 2019, the agreement with MLB has expired and the Company is evaluating the value of continuing the relationship. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments consisting of normal recurring accruals considered necessary for a fair and non-misleading presentation of the financial statements have been included. Operating results for the nine months ended September 30, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019. The balance sheet as of December 31, 2018 has been derived from the audited consolidated financial statements at that date but does not include all the information and footnotes required by GAAP for complete financial statements. These interim consolidated financial statements should be read in conjunction with the December 31, 2018 audited consolidated financial statements and the notes thereto contained in our Annual Report on Form 10-K for the year ended December 31, 2018, as filed with the Securities and Exchange Commission on July 11, 2019. The accompanying consolidated financial statements include the accounts of BoxScore Brands, Inc. and the operations of U-Vend America, Inc., U-Vend Canada, Inc. and its wholly owned subsidiary, U-Vend USA LLC. All intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates and be based on events different from those assumptions. Future events and their effects cannot be predicted with certainty; estimating, therefore, requires the exercise of judgment. Thus, accounting estimates change as new events occur, as more experience is acquired, or as additional information is obtained. |
Inventory | Inventory Inventory is stated at the lower of cost or net realizable value and cost is determined by the average cost method. Inventory is made up of finished goods ice cream. The Company records an inventory reserve for spoilage and product losses. The reserve for spoilage and product losses was $5,500 as of December 31, 2018. All inventory was liquidated during the nine months ended September 30, 2019 prior to the sale of the MiniMelts assets (see Note 1). |
Property and Equipment | Property and Equipment Property and equipment are stated at cost less depreciation. Depreciation is provided using the straight-line method over the estimated useful life of the assets. Equipment has estimated useful live between three and seven years. Expenditures for repairs and maintenance are charged to expense as incurred. |
Impairment of Long-lived Assets | Impairment of Long-lived Assets Long-lived assets, such as property and equipment and intangible assets subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. Recoverability of assets to be held and used is measured by comparing the carrying amount to the estimated future undiscounted cash flows expected to be generated by the asset group. If it is determined that an asset group is not recoverable, an impairment charge is recognized for the amount by which the carrying amount of the asset group exceeds its fair value. During the nine months ended September 30, 2020, the Company recorded an asset impairment charge of $192,705 related to property and equipment (see Note 4). |
Common Shares Issued and Earnings Per Share | Common Shares Issued and Earnings Per Share Common shares issued are recorded based on the value of the shares issued or consideration received, including cash, services rendered or other non-monetary assets, whichever is more readily determinable. The Company presents basic and diluted earnings per share. Basic earnings per share reflect the actual weighted average of shares issued and outstanding during the period. Diluted earnings per share are computed including the number of additional shares that would have been outstanding if dilutive potential shares had been issued. In a loss period, the calculation for basic and diluted earnings per share is considered to be the same, as the impact of potential common shares is anti-dilutive. As of September 30, 2019 and December 31, 2018, respectively, there were approximately 170.7 million and 153.7 million shares potentially issuable under convertible debt agreements, options, and warrants that could dilute basic earnings per share in the future that were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive to the Company’s losses during the periods presented. |
Preferred Stock Authorized | Preferred Stock Authorized The Company has authorization for “blank check” preferred stock, which could be issued with voting, liquidation, dividend and other rights superior to common stock. As of September 30, 2019, and December 31, 2018, there are 10,000,000 shares of preferred stock authorized, and no shares issued or outstanding. |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. Certain warrants issued by the Company contain terms that result in the warrants being classified as derivative liabilities for accounting purposes. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair market value and then is revalued at each reporting date, with changes in fair value reported in the consolidated statement of operations. The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments For certain of the Company’s financial instruments, including cash and equivalents, restricted cash, accounts receivable, accounts payable, accrued liabilities and short-term debt, the carrying amounts approximate their fair values due to their short maturities. ASC Topic 820, “Fair Value Measurements and Disclosures,” requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 825, “Financial Instruments,” defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The three levels of valuation hierarchy are defined as follows: ● Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. The Company considers active markets as those in which transactions for the assets or liabilities occur in sufficient frequency and volume to provide pricing information on an ongoing basis ● Level 2: Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability. This category includes those derivative instruments that the Company values using observable market data. Substantially all of these inputs are observable in the marketplace throughout the term of the derivative instruments, can be derived from observable data, or supported by observable levels at which transactions are executed in the marketplace. ● Level 3: Measured based on prices or valuation models that require inputs that are both significant to the fair value measurement and less observable from objective sources (i.e. supported by little or no market activity). Level 3 instruments include derivative warrant instruments. The Company does not have sufficient corroborating evidence to support classifying these assets and liabilities as Level 1 or Level 2. Certain of the Company’s debt and equity instruments include embedded derivatives that require bifurcation from the host contract under the provisions of ASC 815-40, Derivatives and Hedging. Certain warrant were issued between June 2013 and December 2014 were derivative liabilities outside the exception of applying ASU 2017-11, Accounting for Certain Financial Instruments with Down Round Features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. On January 1, 2019, the Company adopted ASU 2017-11 on its consolidated financial statements and reclassified $118,675 as equity form derivative liabilities. The estimated fair value of the derivative warrant instruments was calculated using a Black Scholes valuation model. The following table sets forth by level within the fair value hierarchy our financial assets and liabilities that were accounted for at fair value on a recurring basis as of September 30, 2019 and December 31, 2018: Fair Value Measurement at Carrying September 30, 2019 Value Level 1 Level 2 Level 3 Derivative liabilities, debt and equity instruments 10,371 — — 10,371 Fair Value Measurement at Carrying December 31, 2018 Value Level 1 Level 2 Level 3 Derivative liabilities, debt and equity instruments 157,712 — — 157,712 |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock-based compensation in accordance with accounting guidance that requires all stock-based awards granted to employees and directors to be measured at fair value and recognized as expense. Stock-based compensation expense is recognized on a straight-line basis over the requisite service period of the award, which is generally equivalent to the vesting period. The fair value of each stock option granted is estimated using the Black-Scholes option pricing model. The measurement date for the non-forfeitable awards to nonemployees that vest immediately is the date the award is issued. |
Gain on Liabilities Settlement | Gain on Liabilities Settlement During the nine months ended September 30, 2019 creditors forgave aggregate amount of $156,709, of which approximately $64,000 were associated accrued expenses, $45,000 related to conversion of approximately $105,000 of accounts payable to a $60,000 convertible note, and $47,000 was connected to forgiveness of accounts payable. |
Other amounts due to related parties | Other amounts due to related parties Amounts due from related parties represent past amounts owed for compensation and operating expenses paid by the related party on behalf of the Company. During the nine months ended September 30, 2019, the Company reclassified approximately $185,000 from due to related parties to accrued expenses, as a result of the individual no longer being an officer of the Company during 2019, and paid net $63,370 to related parties. |
Revenue Recognition | Revenue Recognition Revenue is recognized at the time each vending transaction occurs, the payment method is approved, and the product is disbursed from the machine. Wholesale revenue, including revenue earned under contracts with major sports organizations, are recognized at the time the products are delivered to the customer based on the agreement with the customer. |
Reclassifications | Reclassifications Certain prior period amounts in the accompanying consolidated financial statements have been reclassified to current period presentation. These reclassifications had no effect on the results of operations or cash flows for the periods presented. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, “Leases”, which requires that lease arrangements longer than 12 months result in an entity recognizing an asset and liability. ASU 2016-02 is effective for interim and annual periods beginning after December 15, 2018, and early adoption is permitted. The Company has adopted ASU 2016-02 and determined that its adoption had no impact on its financial position, results of operations or cash flows. In July 2017, the FASB issued ASU 2017-11, “Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial Instruments with Down Round Features; II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception, (ASU 2017-11).” Part I of this update addresses the complexity of accounting for certain financial instruments with down round features. Down round features are features of certain equity-linked instruments (or embedded features) that result in the strike price being reduced on the basis of the pricing of future equity offerings. Current accounting guidance creates cost and complexity for entities that issue financial instruments (such as warrants and convertible instruments) with down round features that require fair value measurement of the entire instrument or conversion option. Part II of this update addresses the difficulty of navigating Topic 480, Distinguishing Liabilities from Equity, In August 2018, the SEC adopted the final rule under SEC Release No. 33-10532, Disclosure Update and Simplification, amending certain disclosure requirements that were redundant, duplicative, overlapping, outdated or superseded. In addition, the amendments expanded the disclosure requirements on the analysis of stockholders’ equity for interim financial statements. Under the amendments, an analysis of changes in each caption of stockholders’ equity presented in the balance sheet must be provided in a note or separate statement. The analysis should present a reconciliation of the beginning balance to the ending balance of each period for which a statement of comprehensive income is required to be filed. This final rule is effective on November 5, 2018 and the expanded disclosures for the stockholders’ equity section is included in the Form 10-Q for the nine months ended September 30, 2019. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Schedule of fair value hierarchy on financial assets and liabilitie recurring basis | September 30, December 31, Balance of embedded derivative at the beginning of the period $ 129,355 $ 121,860 Fair value of warrants issued and recorded as liabilities - 33,384 Reclassification of warrant lability to equity related to adoption of ASU 2017-11 (118,675 ) - Loss (gain) on fair value adjustment (10, 474) (25,889 ) Balance of embedded derivatives at the end of the period $ 206 $ 129,355 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | September 30, December 31, Freezers and other equipment $ 91,673 $ 1,460,255 Delivery vans - 32,727 Less: accumulated depreciation - (730,951 ) Total $ 91,673 $ 762,031 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of maturities of debt | 2019 $ 3,669,089 2020 1,119,000 2021 1,088,327 5,876,416 Less: unamortized debt discount (9,826 ) $ 5,866,590 |
Schedule of financial instruments related to embedded conversion features recognized at fair value in consolidated financial statements | Balance of embedded derivative as of December 31, 2018 $ 28,357 Additions related to embedded conversion features of convertible debt issued 9,502 Derivative liabilities reduction due to notes default (112,408 ) Change in fair value of conversion features 84,714 Balance of embedded derivatives at September 30, 2019 $ 10,165 |
Capital Lease Obligations (Tabl
Capital Lease Obligations (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
Schedule of minimum future rental payments | 2019 $ 39,230 2020 93,467 2021 49,831 2022 30,584 2023 10,252 Total minimum lease payments 223,364 Guaranteed residual value - 223,364 Less: Amount represented interest (38,568 ) Present value of minimum lease payments and guaranteed residual value $ 184,796 |
Stock Options and Warrants (Tab
Stock Options and Warrants (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of outstanding warrant securities | Warrants Exercise Price Expiration 2013 Series A warrants-Senior Convertible Notes 3,000,000 $ 0.05 December 2019 2013 Series B warrants-Senior Convertible Notes 7,200,000 $ 0.06 December 2019 2014 Series A warrants -Senior Convertible Notes 6,000,000 $ 0.05 December 2019 2014 Series B warrants -Senior Convertible Notes 4,680,000 $ 0.06 December 2019 2014 Warrants for services 656,364 $ 0.22 August - December 2019 2014 Warrants for services 76,000 $ 0.06 November 2019 2015 Warrants - 2014 SPA convertible debt 116,668 $ 0.22 January - March 2020 2015 Warrants - 2015 SPA convertible debt 735,002 $ 0.22 April - November 2020 2015 Warrants for services 127,067 $ 0.22 April - November 2020 2015 Warrants issued in exchange for equipment 318,182 $ 0.22 January 2020 2016 Warrants - 2016 SPA convertible debt 2,239,990 $ 0.05 June 2021 2016 Warrants for services 850,000 $ 0.05 June 2021 2016 Warrants - Convertible notes 338,236 $ 0.05 August - September 2021 2016 Warrants for lease extension 200,000 $ 0.05 October 2021 2016 Warrants for services 200,000 $ 0.07 October 2019 2016 Warrants issued with Convertible Notes 5,000,000 $ 0.07 November - December 2021 2017 Warrants – 2017 financing 15,109,354 $ 0.07 December 2022 2018 Warrants – 2018 financing 9,991,905 $ 0.07 January - November 2023 2018 Warrants for services 2,250,000 $ 0.07 October - December 2023 2019 Warrants – 2019 financing 500,000 $ 0.07 March 2024 2019 Warrants for services 3,500,000 $ 0.07 March 2024 Total 63,088,768 |
Schedule of all warrants activity | Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Term Balance outstanding at December 31, 2018 62,566,102 $ 0.06 2.52 Granted 4,000,000 0.07 4.74 Exercised - - - Cancelled - - - Expired (3,477,334 ) 0.06 - Balance outstanding at September 30, 2019 63,088,768 $ 0.07 2.07 Exercisable at September 30, 2019 63,088,768 $ 0.07 2.07 |
Schedule of changes in the warrant liabilities measured at fair value on a recurring basis | September 30, December 31, Balance of embedded derivative at the beginning of the period $ 129,355 $ 121,860 Fair value of warrants issued and recorded as liabilities - 33,384 Reclassification of warrant lability to equity related to adoption of ASU 2017-11 (118,675 ) - Loss (gain) on fair value adjustment (10, 474) (25,889 ) Balance of embedded derivatives at the end of the period $ 206 $ 129,355 |
Schedule of all stock option activity | Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term Balance outstanding at December 31, 2018 3,155,100 $ 0.25 1.5 Granted - - - Exercised - - - Cancelled or expired (2,652,600 ) 0.20 - Balance outstanding at September 30, 2019 502,500 $ 0.50 0.8 Exercisable at September 30, 2019 502,500 $ 0.50 0.8 |
Nature of the Business (Details
Nature of the Business (Details) - USD ($) | 1 Months Ended | 12 Months Ended |
Mar. 18, 2019 | Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Asset sale | $ 350,000 | |
Revenue. description | These MiniMelts assets generated 100% of the revenue reported during the nine months ended September 30, 2019. | MiniMelts sales accounted for approximately $1,100,000, or 85%, of the revenue reported during that period. |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) | Sep. 30, 2019 | Sep. 30, 2018 |
Reported Value Measurements [Member] | ||
Derivative assets, debt and equity instruments | ||
Derivative liabilities, debt and equity instruments | 10,371 | 157,712 |
Fair Value Measurement [Member] | Level 1 [member] | ||
Derivative assets, debt and equity instruments | ||
Derivative liabilities, debt and equity instruments | ||
Fair Value Measurement [Member] | Level 2 [member] | ||
Derivative assets, debt and equity instruments | ||
Derivative liabilities, debt and equity instruments | ||
Fair Value Measurement [Member] | Level 3 [member] | ||
Derivative assets, debt and equity instruments | ||
Derivative liabilities, debt and equity instruments | $ 10,371 | $ 157,712 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Summary of Significant Accounting Policies (Textual) | |||||
Reserve spoilage and product losses | $ 5,500 | ||||
Anti-dilutive shares excluded from calculation of diluted earnings per share | 170,700,000 | 153,700,000 | |||
Asset impairment charge | $ 192,705 | ||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | ||
Derecognized number of warrants shares | 39,512,502 | ||||
Creditors forgave aggregate amount | $ (156,709) | $ (2,674,419) | |||
Accrued expenses | 64,000 | 64,000 | |||
Conversion Liabilities | 45,000 | 45,000 | |||
Accounts Payable | 105,000 | 105,000 | |||
Convertible note | 60,000 | 60,000 | |||
Forgiveness of accounts payable | 47,000 | 47,000 | |||
Related parties | 63,370 | 63,370 | |||
Due to related parties accrued expenses | $ 185,000 | $ 185,000 | |||
Minimum Member [Member] | |||||
Summary of Significant Accounting Policies (Textual) | |||||
Estimated useful lives | 3 years | ||||
Maximum [Member] | |||||
Summary of Significant Accounting Policies (Textual) | |||||
Estimated useful lives | 7 years |
Going Concern (Details)
Going Concern (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Going Concern (Textual) | |||||
Net loss | $ (534,874) | $ (626,751) | $ (1,598,400) | $ 425,913 | |
Accumulated losses | $ (13,900,392) | (13,900,392) | $ (12,301,991) | ||
Working capital | $ 6,044,997 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Less: accumulated depreciation | $ (730,951) | |
Total | 91,673 | 762,031 |
Freezers and other Equipment [Member] | ||
Property and equipment, gross | 91,673 | 1,460,255 |
Delivery vans [Member] | ||
Property and equipment, gross | $ 32,727 |
Property and Equipment (Detai_2
Property and Equipment (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Mar. 18, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Property and Equipment (Textual) | |||||
Capital Lease | $ 148,245 | ||||
Net carrying value of the Assets sold | 377,465 | ||||
Loss on asset sale | 27,465 | $ (27,465) | $ 23,984 | ||
Equipment cost | 258,967 | ||||
Accumulated Depreciation related to capital lease | 45,558 | ||||
Asset Impairment charges | 192,705 | ||||
Depreciation expense | $ 18,832 | $ 57,032 | $ 100,188 | $ 153,573 | |
Legacy Minimelt [Member] | |||||
Property and Equipment (Textual) | |||||
Sale of assets | $ 350,000 |
Debt (Details)
Debt (Details) | Sep. 30, 2019USD ($) |
Debt Disclosure [Abstract] | |
2019 | $ 3,669,089 |
2020 | 1,119,000 |
2021 | 1,088,327 |
Total | 5,876,416 |
Less: unamortized debt discount | (9,826) |
Debt, net | $ 5,866,590 |
Debt (Details 1)
Debt (Details 1) | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Debt Disclosure [Abstract] | |
Balance of embedded derivative as of December 31, 2018 | $ 28,357 |
Additions related to embedded conversion features of convertible debt issued | 9,502 |
Derivative liabilities reduction due to notes default | (112,408) |
Change in fair value of conversion features | 84,714 |
Balance of embedded derivatives at September 30, 2019 | $ 10,165 |
Debt (Details Textual)
Debt (Details Textual) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2019 | Dec. 31, 2018 | Jun. 30, 2016 | |
Debt (Textual) | |||||
Debt discount | $ 9,826 | ||||
Warrants issued | 63,088,768 | ||||
Senior Convertible Notes [Member] | |||||
Debt (Textual) | |||||
Principal amount | $ 310,000 | ||||
Maturity date | Dec. 31, 2017 | ||||
Interest rate | 7.00% | ||||
Conversion price | $ 0.05 | ||||
Carrying value | $ 443,804 | $ 443,804 | |||
Convertible note issued | $ 25,000 | ||||
Senior Convertible Notes [Member] | Cobrador 2 [Member] | |||||
Debt (Textual) | |||||
Maturity date | Dec. 31, 2018 | ||||
Interest rate | 7.00% | ||||
Additional face amount | $ 108,804 | ||||
Interest, fees and penalties amount | $ 72,734 | ||||
Conversion price | $ 0.05 | ||||
Debt discount | $ 87,043 | ||||
Senior Convertible Notes [Member] | Warrant [Member] | |||||
Debt (Textual) | |||||
Warrants issued | 500,000 | ||||
Purchase common shares, per share | $ 0.05 | ||||
Terms | 5 years | ||||
Interest expense and warrant liability | $ 1,421 |
Debt (Details Textual 1)
Debt (Details Textual 1) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Jul. 18, 2018 | Dec. 31, 2015 | Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2014 | Dec. 31, 2019 | Apr. 13, 2018 | Jan. 02, 2015 | |
Debt (Textual) | ||||||||||
Promissory note, outstanding | $ 11,083 | $ 80,000 | $ 80,000 | |||||||
Borrowed amount | 143,908 | $ 36,400 | $ 76,500 | |||||||
Repayment of amount | 46,584 | 125,931 | 44,449 | 63,497 | ||||||
Note payable, outstanding | 34,044 | $ 16,067 | 24,116 | |||||||
Long term debt carrying value | 5,866,590 | |||||||||
Debt discount | 3,225 | |||||||||
Unamortized debt discount | 9,826 | |||||||||
Cobrador 1 [Member] | ||||||||||
Debt (Textual) | ||||||||||
Promissory note, outstanding | 28,000 | 28,000 | ||||||||
Promissory Notes Payable [Member] | ||||||||||
Debt (Textual) | ||||||||||
Original amount | $ 10,512 | |||||||||
Term | 3 years | |||||||||
Percentage of accrues interest | 17.00% | |||||||||
Promissory note, outstanding | 6,235 | 6,235 | ||||||||
Repayment of amount | 60,000 | |||||||||
Principal amount | $ 115,000 | |||||||||
Additional borrowed | 25,000 | |||||||||
Promissory Notes Payable [Member] | Subsequent Event [Member] | ||||||||||
Debt (Textual) | ||||||||||
Interest rate | 7.00% | |||||||||
Convertible promissory note [Member] | ||||||||||
Debt (Textual) | ||||||||||
Repayment of amount | 128,050 | |||||||||
Principal amount | $ 187,500 | |||||||||
Interest fees, description | The Company agreed to pay $1,143 per business day for 164 days. | |||||||||
Net proceeds | $ 147,000 | |||||||||
Long term debt carrying value | 59,450 | |||||||||
Debt discount | $ 40,500 | 40,500 | ||||||||
Unamortized debt discount | 0 | |||||||||
Promissory notes [Member] | ||||||||||
Debt (Textual) | ||||||||||
Term | 2 years | |||||||||
Percentage of accrues interest | 7.00% | |||||||||
Promissory note, outstanding | 80,000 | $ 80,000 | ||||||||
Interest rate | 19.00% | |||||||||
Principal amount | $ 28,000 | |||||||||
Long term debt carrying value | 25,784 | |||||||||
Additional borrowed | 38,325 | |||||||||
Additional original discount | $ 3,325 | |||||||||
Two unsecured promissory notes [Member] | ||||||||||
Debt (Textual) | ||||||||||
Borrowed amount | $ 80,000 | |||||||||
Interest rate | 10.00% |
Debt (Details Textual 2)
Debt (Details Textual 2) - USD ($) | Mar. 31, 2019 | Mar. 05, 2019 | Dec. 12, 2018 | Nov. 19, 2018 | Oct. 31, 2016 | Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Jun. 30, 2019 | Nov. 16, 2017 | Dec. 31, 2015 |
Debt (Textual) | ||||||||||||
Long term debt carrying value | $ 5,866,590 | |||||||||||
Revised warrant exercise price | $ 0.05 | |||||||||||
Debt discount | 3,225 | |||||||||||
Repayment of amount | 46,584 | $ 125,931 | $ 44,449 | $ 63,497 | ||||||||
Unamortized debt discount | 9,826 | |||||||||||
Additional warrants issued | 10,000,000 | |||||||||||
Note payable, outstanding | $ 34,044 | 16,067 | 24,116 | |||||||||
Termination Agreements [Member] | ||||||||||||
Debt (Textual) | ||||||||||||
Warrants exercise price | $ 0.05 | |||||||||||
Warrants term | 5 years | |||||||||||
Accrued interest of debt | $ 321,824 | |||||||||||
Note matures | Dec. 31, 2019 | |||||||||||
Additional warrants issued | 200,000 | |||||||||||
Promissory note one [Member] | ||||||||||||
Debt (Textual) | ||||||||||||
Interest rate of debt | 10.00% | |||||||||||
Long term debt carrying value | 0 | $ 58,874 | ||||||||||
Warrants exercise price | $ 0.07 | |||||||||||
Warrants term | 5 years | |||||||||||
Warrant liability | $ 500,000 | |||||||||||
Principal amount | $ 100,000 | $ 112,425 | ||||||||||
Net proceeds | 64,500 | |||||||||||
Debt discount | $ 47,925 | 44,181 | 3,744 | |||||||||
Repayment of amount | 103,055 | 9,370 | ||||||||||
Unamortized debt discount | 44,181 | |||||||||||
Debt description | The Company agreed to pay $937 per business day for 120 days | |||||||||||
Note payable, outstanding | 100,000 | |||||||||||
Two promissory note [Member] | ||||||||||||
Debt (Textual) | ||||||||||||
Principal amount | $ 135,000 | |||||||||||
Note bears interest of debt | 7.00% | |||||||||||
Note matures | Aug. 8, 2019 | |||||||||||
Note payable, outstanding | $ 135,000 | |||||||||||
Promissory note [Member] | ||||||||||||
Debt (Textual) | ||||||||||||
Long term debt carrying value | 64,297 | 103,928 | ||||||||||
Principal amount | $ 124,000 | |||||||||||
Net proceeds | $ 112,840 | |||||||||||
Note maturities description | This note matures in 64 weeks. | |||||||||||
Debt discount | $ 11,160 | 8,523 | 872 | |||||||||
Repayment of amount | 48,154 | 9,784 | ||||||||||
Unamortized debt discount | $ 1,765 | 10,288 | ||||||||||
24-month equipment financing agreements [Member] | ||||||||||||
Debt (Textual) | ||||||||||||
Interest rate of debt | 15.00% | |||||||||||
Long term debt carrying value | $ 0 | $ 287,750 | ||||||||||
Notes payable | $ 39,266 | $ 100,000 | ||||||||||
Warrant to purchase an aggregate shares | 310,200 | |||||||||||
Warrants exercise price | $ 0.35 | |||||||||||
Warrants term | 3 years | |||||||||||
Warrant liability | $ 3,708 | |||||||||||
Revised warrant exercise price | $ 0.26 | |||||||||||
Principal amount | $ 387,750 | $ 321,824 | ||||||||||
Note matures | Dec. 31, 2019 |
Debt (Details Textual 3)
Debt (Details Textual 3) | Jul. 11, 2019USD ($)shares | May 01, 2018USD ($)$ / sharesshares | Sep. 30, 2016USD ($)Number$ / sharesshares | Sep. 30, 2019USD ($)$ / shares | Dec. 31, 2018USD ($) | Dec. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2017USD ($) |
Debt (Textual) | ||||||||
Long term debt carrying value | $ 5,866,590 | |||||||
Revised warrant exercise price | $ / shares | $ 0.05 | |||||||
Amortization of debt discount | 3,225 | |||||||
Debt instrument discount | 9,826 | |||||||
Note payable, outstanding | $ 34,044 | $ 24,116 | $ 16,067 | |||||
2015 Stock Purchase Agreement [Member] | ||||||||
Debt (Textual) | ||||||||
Principal amount | $ 441,000 | |||||||
Debt conversion price | $ / shares | $ 0.30 | |||||||
Warrants exercise price | $ / shares | $ 0.40 | |||||||
Warrants term | 5 years | |||||||
Revised warrant exercise price | $ / shares | $ 0.22 | |||||||
Debt conversion issuance date | Nov. 17, 2020 | |||||||
Note bears interest of debt | 9.50% | |||||||
Proceeds allocated to debt discount | $ 8,113 | |||||||
Common stock issued upon conversion of debt | $ 35,000 | |||||||
Common stock issued upon conversion of debt, shares | shares | 700,000 | |||||||
Amortization of debt discount | 406,000 | 406,000 | ||||||
Warrant to purchase an aggregate shares | shares | 735,002 | |||||||
2014 Stock Purchase Agreement [Member] | ||||||||
Debt (Textual) | ||||||||
Principal amount | $ 146,000 | |||||||
Debt conversion price | $ / shares | $ 0.30 | |||||||
Warrants granted with debt, shares | shares | 1,000,000 | 360,002 | ||||||
Warrants exercise price | $ / shares | $ 0.15 | $ 0.22 | $ 0.35 | |||||
Warrants term | 5 years | 5 years | ||||||
Issued convertible notes shares | shares | 8 | |||||||
Notes payable | $ 50,000 | |||||||
Long term debt carrying value | $ 2,841 | |||||||
Note payable, outstanding | $ 121,000 | 121,000 | ||||||
2014 Stock Purchase Agreement [Member] | Cobrador [Member] | ||||||||
Debt (Textual) | ||||||||
Debt conversion price | $ / shares | $ 0.05 | |||||||
Notes payable | $ 25,000 | |||||||
Revised warrant exercise price | $ / shares | $ 0.07 | |||||||
Debt convertible notes, aggregate amount | $ 45,000 | |||||||
Debt conversion issuance date | Nov. 17, 2020 | |||||||
Note payable, outstanding | $ 45,000 | 45,000 | ||||||
2016 Stock Purchase Agreement [Member] | ||||||||
Debt (Textual) | ||||||||
Principal amount | $ 761,597 | |||||||
Debt conversion price | $ / shares | $ 0.17 | |||||||
Warrants granted with debt, shares | shares | 2,239,900 | |||||||
Warrants exercise price | $ / shares | $ 0.30 | |||||||
Warrants term | 5 years | |||||||
Long term debt carrying value | $ 676,597 | $ 761,597 | ||||||
Revised warrant exercise price | $ / shares | $ 0.05 | |||||||
Debt convertible notes, aggregate amount | $ 549,000 | |||||||
Debt conversion issuance date | Nov. 30, 2020 | |||||||
Note bears interest of debt | 9.50% | |||||||
Common stock issued upon conversion of debt | $ 85,000 | |||||||
Common stock issued upon conversion of debt, shares | shares | 1,700,000 | |||||||
Accrued interest | $ 38,615 | |||||||
Debt instrument discount | 19,242 | |||||||
Lease principal installments | 47,466 | |||||||
Accrued registration rights penalties | 22,156 | |||||||
Due to former office | 81,250 | |||||||
Additional interest, expenses, fine and penalties | $ 23,110 | $ 23,110 | ||||||
Number of convertible notes issued | Number | 5 |
Debt (Details Textual 4)
Debt (Details Textual 4) | Jun. 04, 2019USD ($)$ / shares | Apr. 02, 2019USD ($)$ / shares | Mar. 18, 2019USD ($) | Mar. 14, 2019USD ($)$ / shares | May 30, 2019USD ($)$ / shares | Apr. 15, 2019USD ($)$ / shares | Nov. 20, 2018USD ($)$ / shares | Aug. 31, 2018USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Dec. 31, 2018USD ($)Number$ / sharesshares | Dec. 31, 2017USD ($)Number$ / sharesshares | Dec. 31, 2016USD ($)Number$ / sharesshares | Jan. 26, 2018USD ($)$ / shares | Dec. 31, 2015$ / shares |
Debt (Textual) | |||||||||||||||
Revised warrant exercise price | $ / shares | $ 0.05 | ||||||||||||||
Debt instrument discount | $ 9,826 | ||||||||||||||
Long term debt carrying value | 5,866,590 | ||||||||||||||
Amortization of debt discount | 3,225 | ||||||||||||||
Embedded conversion feature | $ 35,938 | ||||||||||||||
Repayment of amount | 46,584 | $ 125,931 | $ 44,449 | $ 63,497 | |||||||||||
Accounts payable | 105,000 | ||||||||||||||
Cobrador 2016 Notes [Member} | |||||||||||||||
Debt (Textual) | |||||||||||||||
Principal amount | $ 115,000 | ||||||||||||||
Debt term | 2 years | ||||||||||||||
Interest rate | 9.50% | ||||||||||||||
Conversion price | $ / shares | $ 0.17 | ||||||||||||||
Revised warrant exercise price | $ / shares | $ 0.05 | ||||||||||||||
Debt maturity date | Sep. 26, 2021 | ||||||||||||||
Warrants granted with debt, shares | shares | 338,235 | ||||||||||||||
Warrants exercise price | $ / shares | $ 0.30 | ||||||||||||||
Warrants term | 5 years | ||||||||||||||
Debt instrument discount | $ 1,994 | ||||||||||||||
Long term debt carrying value | $ 95,000 | 115,000 | |||||||||||||
Number of convertible notes | Number | 4 | ||||||||||||||
Common stock conversion price, revised | $ / shares | $ 0.05 | ||||||||||||||
Conversion of stock, description | During the nine months ended September 30, 2019, $20,000 was converted into 400,000 shares. | ||||||||||||||
Other 2016 Financings [Member] | |||||||||||||||
Debt (Textual) | |||||||||||||||
Principal amount | $ 250,000 | ||||||||||||||
Debt term | 2 years | ||||||||||||||
Interest rate | 9.50% | ||||||||||||||
Conversion price | $ / shares | $ 0.05 | ||||||||||||||
Warrants granted with debt, shares | shares | 5,000,000 | ||||||||||||||
Warrants exercise price | $ / shares | $ 0.07 | ||||||||||||||
Debt instrument discount | $ 27,585 | ||||||||||||||
Long term debt carrying value | $ 250,000 | 250,000 | |||||||||||||
Number of convertible notes | Number | 3 | ||||||||||||||
2017 Convertible Notes [Member] | |||||||||||||||
Debt (Textual) | |||||||||||||||
Principal amount | $ 923,882 | ||||||||||||||
Debt term | 2 years | ||||||||||||||
Interest rate | 9.50% | ||||||||||||||
Conversion price | $ / shares | $ 0.05 | ||||||||||||||
Warrants granted with debt, shares | shares | 16,537,926 | ||||||||||||||
Warrants exercise price | $ / shares | $ 0.07 | ||||||||||||||
Warrants term | 5 years | ||||||||||||||
Debt instrument discount | $ 59,403 | ||||||||||||||
Long term debt carrying value | 924,282 | 910,608 | |||||||||||||
Amortization of debt discount | 13,278 | 31,940 | |||||||||||||
Unamortized debt discount | 13,278 | ||||||||||||||
Number of agreements | Number | 19 | ||||||||||||||
2018 Convertible Notes [Member] | |||||||||||||||
Debt (Textual) | |||||||||||||||
Principal amount | $ 436,500 | $ 537,500 | |||||||||||||
Debt term | 2 years | 2 years | |||||||||||||
Interest rate | 9.50% | 9.50% | |||||||||||||
Interest percentage of common stock | 15.00% | ||||||||||||||
Conversion price | $ / shares | $ 0.05 | $ 0.05 | |||||||||||||
Warrants granted with debt, shares | shares | 10,750,000 | ||||||||||||||
Warrants exercise price | $ / shares | $ 0.07 | ||||||||||||||
Warrants term | 5 years | ||||||||||||||
Debt instrument discount | $ 33,384 | ||||||||||||||
Long term debt carrying value | 529,438 | 516,919 | |||||||||||||
Amortization of debt discount | 12,519 | 12,803 | |||||||||||||
Unamortized debt discount | 8,062 | $ 20,581 | |||||||||||||
Number of agreements | Number | 17 | ||||||||||||||
Accrued compensation | $ 436,500 | ||||||||||||||
2018 Convertible Notes [Member] | Three convertible notes agreements [Member] | |||||||||||||||
Debt (Textual) | |||||||||||||||
Principal amount | 62,300 | $ 240,500 | |||||||||||||
Debt term | 1 year | ||||||||||||||
Debt instrument discount | 42,764 | ||||||||||||||
Long term debt carrying value | 298,450 | $ 296,605 | |||||||||||||
Amortization of debt discount | 21,381 | 21,382 | |||||||||||||
Unamortized debt discount | 0 | $ 64,145 | |||||||||||||
Number of convertible notes | Number | 3 | ||||||||||||||
Embedded conversion feature | $ 59,027 | ||||||||||||||
Penalty in principal | 120,250 | ||||||||||||||
Net proceeds | 214,000 | ||||||||||||||
Original discount | $ 26,500 | ||||||||||||||
2018 Convertible Notes [Member] | Three convertible notes agreements [Member] | Minimum Member [Member] | |||||||||||||||
Debt (Textual) | |||||||||||||||
Interest rate | 8.00% | ||||||||||||||
Interest percentage of common stock | 60.00% | ||||||||||||||
2018 Convertible Notes [Member] | Three convertible notes agreements [Member] | Maximum [Member] | |||||||||||||||
Debt (Textual) | |||||||||||||||
Interest rate | 12.00% | ||||||||||||||
Interest percentage of common stock | 61.00% | ||||||||||||||
Other 2018 Financings [Member] | |||||||||||||||
Debt (Textual) | |||||||||||||||
Principal amount | $ 78,750 | ||||||||||||||
Interest rate | 8.00% | ||||||||||||||
Conversion price | $ / shares | $ 0.07 | ||||||||||||||
Repayment of amount | $ 78,750 | ||||||||||||||
Original discount | $ 3,750 | ||||||||||||||
Other 2018 Financings [Member} | |||||||||||||||
Debt (Textual) | |||||||||||||||
Principal amount | $ 85,250 | $ 60,000 | |||||||||||||
Debt term | 1 year | 2 years | |||||||||||||
Interest rate | 8.00% | 9.50% | |||||||||||||
Interest percentage of common stock | 15.00% | ||||||||||||||
Conversion price | $ / shares | $ 0.05 | ||||||||||||||
Long term debt carrying value | 127,875 | ||||||||||||||
Amortization of debt discount | 23,384 | ||||||||||||||
Unamortized debt discount | 0 | ||||||||||||||
Penalty in principal | 42,625 | ||||||||||||||
Net proceeds | $ 75,000 | ||||||||||||||
Description of promissory note | The Company has the option to pre-pay the note (principal and accrued interest) in cash within the 1st 90 days from issuance at a 25% premium, and 40% premium 91-180 days from the issuance date. Subsequent to 181 days, the Company shall have no right of prepayment and the holder may convert at a 40% discount to the prevailing market price. The note matures on December 11, 2019. The note is convertible into shares of common stock at the lesser of 1) lowest trading price of twenty-five days prior to March 18, 2019 or 2) 60% of lowest trading price of twenty-five days prior to the Conversion Day. The embedded conversion features were valued at $0 due to default. In addition, the Company also recorded $10,250 as original debt discount. | ||||||||||||||
Accounts payable | $ 105,000 | ||||||||||||||
2019 Financings [Member] | |||||||||||||||
Debt (Textual) | |||||||||||||||
Debt term | 2 years | 2 years | |||||||||||||
Interest percentage of common stock | 15.00% | 15.00% | |||||||||||||
Conversion price | $ / shares | $ 0.05 | $ 0.07 | |||||||||||||
Accounts payable | $ 100,000 | $ 108,572 | |||||||||||||
Accrued interest of debt | $ 321,824 | ||||||||||||||
Note bears interest of debt | 9.50% | 9.50% | |||||||||||||
Outstanding principal amount | 331,824 | ||||||||||||||
2019 Financings [Member] | convertible notes [Member] | |||||||||||||||
Debt (Textual) | |||||||||||||||
Principal amount | $ 68,000 | $ 424,931 | |||||||||||||
Debt term | 2 years | ||||||||||||||
Interest rate | 9.50% | ||||||||||||||
Interest percentage of common stock | 15.00% | ||||||||||||||
Conversion price | $ / shares | $ 0.07 | $ 0.07 | |||||||||||||
Note bears interest of debt | 9.50% | ||||||||||||||
Outstanding principal amount | 108,572 | ||||||||||||||
Senior Secured credit facility | $ 250,000 | ||||||||||||||
Limitation of ownership, percentage | 4.99% | ||||||||||||||
Increase limit on facility | $ 206,231 | ||||||||||||||
2019 Financings [Member] | Convertible Notes One [Member] | |||||||||||||||
Debt (Textual) | |||||||||||||||
Principal amount | 340,000 | ||||||||||||||
Outstanding principal amount | $ 68,000 |
Capital Lease Obligations (Deta
Capital Lease Obligations (Details) | Sep. 30, 2019USD ($) |
Leases [Abstract] | |
2019 | $ 39,230 |
2020 | 93,467 |
2021 | 49,831 |
2022 | 30,584 |
2023 | 10,252 |
Total minimum lease payments | 223,364 |
Guaranteed residual value | |
Net minimum lease payments | 223,364 |
Less: Amount represented interest | (38,568) |
Present value of minimum lease payments and guaranteed residual value | $ 184,796 |
Capital Lease Obligations (De_2
Capital Lease Obligations (Details Textual) | 12 Months Ended |
Dec. 31, 2018 | |
Capital Lease Obligations (Textual) | |
Leases expire | Dec. 31, 2023 |
Capital Stock (Details)
Capital Stock (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Capital Stock (Textual) | |||||
Common stock, shares authorized | 600,000,000 | 600,000,000 | 600,000,000 | 600,000,000 | 600,000,000 |
Issued of common stock for services, value | $ 22,050 | $ 16,218 | $ 273,290 | $ 35,006 | |
Conversion of convertible notes, value | $ 85,000 | $ 105,000 | |||
Common stock for upon exercise of warrants, value | $ 278,000 | ||||
Common Stock [Member] | |||||
Capital Stock (Textual) | |||||
Common stock, shares authorized | 600,000,000 | 600,000,000 | |||
Common stock shares issued | 5,541,096 | 4,561,667 | 5,541,096 | 4,561,667 | |
Issued of common stock for services, shares | 3,441,096 | 1,375,000 | |||
Issued of common stock for services, value | $ 101,794 | $ 60,990 | |||
Conversion of convertible notes, shares | 2,100,000 | ||||
Conversion of convertible notes, value | $ 105,000 | ||||
Common stock for upon exercise of warrants, shares | 3,186,667 | ||||
Common stock for upon exercise of warrants, value | $ 278,000 |
Stock Options and Warrants (Det
Stock Options and Warrants (Details) | 9 Months Ended |
Sep. 30, 2019$ / sharesshares | |
Warrants | 63,088,768 |
2013 Series A warrants-Senior Convertible Notes [Member] | |
Warrants | 3,000,000 |
Exercise Price | $ / shares | $ 0.05 |
Expiration | Dec. 31, 2019 |
2013 Series B warrants-Senior Convertible Notes [Member] | |
Warrants | 7,200,000 |
Exercise Price | $ / shares | $ 0.06 |
Expiration | Dec. 31, 2019 |
2014 Series A warrants - Senior Convertible Notes [Member] | |
Warrants | 6,000,000 |
Exercise Price | $ / shares | $ 0.05 |
Expiration | Dec. 31, 2019 |
2014 Series B warrants-Senior Convertible Notes [Member] | |
Warrants | 4,680,000 |
Exercise Price | $ / shares | $ 0.06 |
Expiration | Dec. 31, 2019 |
2014 Warrants for services [Member] | |
Warrants | 656,364 |
Exercise Price | $ / shares | $ 0.22 |
2014 Warrants for services [Member] | Minimum [Member] | |
Expiration | Aug. 30, 2019 |
2014 Warrants for services [Member] | Maximum [Member] | |
Expiration | Dec. 31, 2019 |
2014 Warrants for services [Member] | |
Warrants | 76,000 |
Exercise Price | $ / shares | $ 0.06 |
Expiration | Nov. 30, 2019 |
2015 Warrants-2014 SPA convertible debt [Member] | |
Warrants | 116,668 |
Exercise Price | $ / shares | $ 0.22 |
2015 Warrants-2014 SPA convertible debt [Member] | Minimum [Member] | |
Expiration | Jan. 31, 2020 |
2015 Warrants-2014 SPA convertible debt [Member] | Maximum [Member] | |
Expiration | Mar. 31, 2020 |
2015 Warrants-2015 SPA convertible debt [Member] | |
Warrants | 735,002 |
Exercise Price | $ / shares | $ 0.22 |
2015 Warrants-2015 SPA convertible debt [Member] | Minimum [Member] | |
Expiration | Apr. 30, 2020 |
2015 Warrants-2015 SPA convertible debt [Member] | Maximum [Member] | |
Expiration | Nov. 30, 2020 |
2015 Warrants for services [Member] | |
Warrants | 127,067 |
Exercise Price | $ / shares | $ 0.22 |
2015 Warrants for services [Member] | Minimum [Member] | |
Expiration | Apr. 30, 2020 |
2015 Warrants for services [Member] | Maximum [Member] | |
Expiration | Nov. 30, 2020 |
2015 Warrants issued in exchange for equipment [Member] | |
Warrants | 318,182 |
Exercise Price | $ / shares | $ 0.22 |
Expiration | Jan. 31, 2020 |
2016 Warrants-2016 SPA convertible debt [Member] | |
Warrants | 2,239,990 |
Exercise Price | $ / shares | $ 0.05 |
Expiration | Jun. 30, 2021 |
2016 Warrants for services [Member] | |
Warrants | 850,000 |
Exercise Price | $ / shares | $ 0.05 |
Expiration | Jun. 30, 2021 |
2016 Warrants - Convertible notes [Member] | |
Warrants | 338,236 |
Exercise Price | $ / shares | $ 0.05 |
2016 Warrants - Convertible notes [Member] | Minimum [Member] | |
Expiration | Aug. 31, 2021 |
2016 Warrants - Convertible notes [Member] | Maximum [Member] | |
Expiration | Sep. 30, 2021 |
2016 Warrants - lease extension [Member] | |
Warrants | 200,000 |
Exercise Price | $ / shares | $ 0.05 |
Expiration | Oct. 31, 2021 |
2016 Warrants for services [Member] | |
Warrants | 200,000 |
Exercise Price | $ / shares | $ 0.07 |
Expiration | Oct. 31, 2019 |
2016 Warrants issued with Convertible Notes [Member] | |
Warrants | 5,000,000 |
Exercise Price | $ / shares | $ 0.07 |
2016 Warrants issued with Convertible Notes [Member] | Minimum [Member] | |
Expiration | Nov. 30, 2021 |
2016 Warrants issued with Convertible Notes [Member] | Maximum [Member] | |
Expiration | Dec. 31, 2021 |
2017 Warrants - 2017 financing [Member] | |
Warrants | 15,109,354 |
Exercise Price | $ / shares | $ 0.07 |
Expiration | Dec. 31, 2022 |
2018 Warrants - 2018 financing [Member] | |
Warrants | 9,991,905 |
Exercise Price | $ / shares | $ 0.07 |
2018 Warrants - 2018 financing [Member] | Minimum [Member] | |
Expiration | Jan. 31, 2023 |
2018 Warrants - 2018 financing [Member] | Maximum [Member] | |
Expiration | Nov. 30, 2023 |
2018 Warrants for services [Member] | |
Warrants | 2,250,000 |
Exercise Price | $ / shares | $ 0.07 |
2018 Warrants for services [Member] | Minimum [Member] | |
Expiration | Oct. 31, 2023 |
2018 Warrants for services [Member] | Maximum [Member] | |
Expiration | Dec. 31, 2023 |
2019 Warrants - 2019 financing [Member] | |
Warrants | 500,000 |
Exercise Price | $ / shares | $ 0.07 |
Expiration | Mar. 31, 2024 |
2019 Warrants for services [Member] | |
Warrants | 3,500,000 |
Exercise Price | $ / shares | $ 0.07 |
Expiration | Mar. 31, 2024 |
Stock Options and Warrants (D_2
Stock Options and Warrants (Details 1) - Warrants [Member] | 9 Months Ended |
Sep. 30, 2019$ / sharesshares | |
Number of Warrants | |
Balance outstanding, Beginning | shares | 62,566,102 |
Granted | shares | 4,000,000 |
Exercised | shares | |
Cancelled | shares | |
Expired | shares | (3,477,334) |
Balance outstanding, Ending | shares | 63,088,768 |
Exercisable | shares | 63,088,768 |
Weighted Average Exercise Price | |
Balance outstanding, Beginning | $ / shares | $ 0.06 |
Granted | $ / shares | 0.07 |
Exercised | $ / shares | |
Cancelled | $ / shares | |
Expired | $ / shares | 0.06 |
Balance outstanding, Ending | $ / shares | 0.07 |
Exercisable | $ / shares | $ 0.07 |
Weighted Average Remaining Contractual Term | |
Balance outstanding, Beginning | 2 years 6 months 7 days |
Granted | 4 years 8 months 26 days |
Balance outstanding, Ending | 2 years 26 days |
Exercisable | 2 years 26 days |
Stock Options and Warrants (D_3
Stock Options and Warrants (Details 2) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Summary of changes in the warrant liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) | ||
Balance of embedded derivative at the beginning of the period | $ 129,355 | $ 121,860 |
Fair value of warrants issued and recorded as liabilities | 33,384 | |
Reclassification of warrant lability to equity related to adoption of ASU 2017-11 | (118,675) | |
Loss (gain) on fair value adjustment | (10,474) | (25,889) |
Balance of embedded derivatives at the end of the period | $ 206 | $ 129,355 |
Stock Options and Warrants (D_4
Stock Options and Warrants (Details 3) - Stock option [Member] | 9 Months Ended |
Sep. 30, 2019USD ($)$ / sharesshares | |
Balance outstanding, Beginning | shares | 3,155,100 |
Granted | shares | |
Exercised | shares | |
Cancelled or expired | shares | (2,652,600) |
Balance outstanding, Ending | shares | 502,500 |
Exercisable | $ | $ 502,500 |
Weighted Average Exercise Price | |
Balance outstanding, Beginning | $ / shares | $ 0.25 |
Granted | $ / shares | |
Cancelled or expired | $ / shares | 0.20 |
Balance outstanding, Ending | $ / shares | 0.50 |
Exercisable | $ / shares | $ 0.50 |
Weighted Average Remaining Contractual Term | |
Balance outstanding, Beginning | 1 year 6 months |
Balance outstanding, Ending | 9 months 18 days |
Exercisable | 9 months 18 days |
Stock Options and Warrants (D_5
Stock Options and Warrants (Details Textual) - USD ($) | Jul. 22, 2011 | Nov. 16, 2017 | Sep. 30, 2019 | Sep. 30, 2018 |
Stock Options and Warrants (Textual) | ||||
Additional warrants issued | 10,000,000 | |||
Total number of shares of common stock available for issuance | 15,000,000 | |||
Description of stock options vested term | The Company issues stock options that vest over three years and expire in 5 to 10 years. | |||
Unrecognized compensation cost related to unvested options | ||||
Stock-based compensation related to vested options | 64 | $ 192 | ||
Warrant [Member] | ||||
Stock Options and Warrants (Textual) | ||||
Stock-based compensation related to vested options | $ 162,959 | $ 0 | ||
2011 Equity Incentive Plan [Member] | Common Stock [Member] | ||||
Stock Options and Warrants (Textual) | ||||
Total number of shares of common stock available for issuance | 5,000,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Commitments and Contingencies (Textual) | |||
Payment on license agreement | $ 0 | $ 227,159 | |
Guaranteed payments expensed | 115,000 | $ 75,000 | |
Accrued license fees | $ 115,000 | $ 0 | |
NHL agreement, description | In connection with the Agreement, the Company shall pay to the NHL a royalty payment of five percent (5%) on net sales as well as fees attributable to national advertising, promotion and corporate marketing and branding events. | The Company and NHL agreed to terminate the NHL Agreement forgiving the Company CAD $3,450,000 in outstanding obligations under the Sponsorship Agreement, in return the Company agreed to pay the NHL an amount equal to one percent (1%) of the Company’s net sales of certain products as defined under the agreement (the ‘Consideration’). The products include several types of frozen goods that bear the logo or other markings of sports or entertainment brands. This Consideration is to be paid to the NHL quarterly in arrears through the quarter ended June 30, 2026, or until the Company has paid USD $1,600,000 in the aggregate from the date of the agreement. | |
Royalty payment | $ 1,600,000 | ||
Gain on settlement of liabilities | $ 2,674,419 | ||
Major League Baseball Properties, Inc. License Agreement [Member] | |||
Commitments and Contingencies (Textual) | |||
Guaranteed Payments, 2016 | $ 150,000 | ||
Guaranteed Payments, 2017 | 275,000 | ||
Guaranteed Payments, 2018 | 100,000 | ||
Guaranteed Payments, 2019 | $ 115,000 |